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Directors Report of Indian Sucrose Ltd.

Mar 31, 2018

To The Members,

The Board hereby presents its report for the year ended 31stMarch, 2018.

1. Financial Performance

The Financial Summary and Highlights are given below for the period ended 31st March 2018:

(Rs. in Lacs)

	For the year ended March 31, 2018	For the year ended March 31, 2017
Revenue from Operations and Other Income	42545.04	38675 .49
Total Expenses	40412.49	34518.32
Profit/ Loss before Tax (PBT) & Prior Period Items	1332.30	4157.16
Prior Period Items	0	3.48
Profit /Loss before Tax	1332.30	4153.69
Tax Expenses: Current Tax	349.60	1500.03
Ea rlier Year Tax	6.73	(8.40)
Wealth Tax	-	-
Deferred Tax charge/ (Credit)	140.22	(72.54)
Profit/ (Loss) after Tax	835.75	2734.60

2. Performance Review

Your company achieved turnover of Rs. 42,545.04 lacs and has earned a net profit of Rs. 835.75 lacs during the year under review.

During the year under review, your Company has crushed 10,475,342.26 QTLS of Sugarcane and produced 1,021,956 bags of Sugar as compared to previous year crushing of 10,475,594.15 QTLS of sugarcane and production of 1,044,737 bags of Sugar.

The capacity utilization of the plant during the year under review was 85.47% and the average recovery was 9.75% as compared to capacity utilization of 97.74% and average recovery of 9.96% in the previous year.

3. Dividend & Transfer to Reserves

No amount is proposed to be transferred to the reserve(s) and your Directors have not recommended payment of any dividend for the year under review.

4. Capital

During the Financial year 2017-18 the Share Capital of the Company remains the same as that of previous year 2016-17.

5. Risk Management Policy

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying internal and external risks and implementing risk mitigation steps. On quarterly basis, status updates are provided to the Board of Directors of the Company. More details on risks and threats have been disclosed in the section âManagement Discussion and Analysisâ.

6. Adequacy of Internal Financial Controls With Reference to the Financial Statements

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Companyâs resources and compliance with policies, procedures and statutory requirements. Further Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

7. Vigil Mechanism:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

8. Directors

Mrs. Kunj Deep Kalra, Non-executive Director shall retire at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Jaitender Kumar appointed as an Additional Director w.e.f 27th June 2018 shall retire at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The brief resume of the Directors being appointed/re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorship(s), Committee Membership(s)/ Chairmanship(s), their shareholding etc., is given in the section on Corporate Governance Report forming part of this Annual Report.

9. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

1. Mr. Kunal Yadav Managing Director

2. Mr. Ravinder Sharma CFO

3. Mr. Rishav Jaiswal Company Secretary

10. Subsidiary, Associate and Joint Venture Companies

Rangar Breweries Limited is the only associate company of your Company and does not have any subsidiary and joint venture companies. During the period under review, no Company became/ ceased to be a Subsidiary, associate and joint venture Company of your Company.

11. Deposits

During the year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2018, there were no deposits which were unpaid or unclaimed and due for repayment.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

13. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companyâs Operations in Future

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

14. Declaration of Independence by Director

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

15. Familiarization programme for Independent Directors

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Companyâs operations, to familiarize the new Ids with the Companyâs business operations. The new IDs are given an orientation on our products, group structure and associate company, Board constitution and procedures, matters reserved for the Board, and the Companyâs major risks and risk management strategy.

16. Nomination and Remuneration Policy

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee. The policy on the above is attached as Annexure 1.

17. Board Evaluation

Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder and CSR Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

18. Number of meetings of the Board

The Board met Six (6) times in the year ended 31st March 2018 viz. on 20th April 2017, 30th May 2017, 25th August 2017, 09th October 2017, 07th December 2017, and 14th February 2018. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

19. Committees of the Board

The Companyâs Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report.

20. Composition of Audit Committee

The composition of Audit Committee of the Company is as follows:

1. Mr. Geoffery Frederick Francis Chairperson

2. Mr. Sheoraj Singh Ahlawat Member

3. Mr. Kunal Yadav Member

21. Corporate Social Responsibility

CSR is a companyâs sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in a most transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives. This policy has been formally formulated and adopted in terms of Section 135 of the Act and Rules framed there under to undertake CSR activities. The Company has always made consistent efforts to maintain an active corporate social responsibility portfolio.

The Company has duly constituted CSR Committee comprising of Mr. Geoffery Frederick Francis, Mr. Sheoraj Singh Ahlawat and Mr. Kunal Yadav.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

As per the provisions of Companies Act, 2013, all companies having a net worth of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a CSR committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such companies are required to spend at least 2% of the average net profits of their three immediately preceding financial years on CSR-related activities.

Accordingly, the Company was required to spend 28.73 Lakh towards CSR activities, which is to be utilized on activities specified in Schedule VII of the Companies Act, 2013.

Details of the CSR policy is available on our website www.muksug.com

22. Directorsâ Responsibility Statement

Your Directors hereby confirmed that:

(a) in the preparation of the Annual Accounts, for the financial year ended March 31, 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the financial year;

(c) the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act

During the year, there were no loans and guarantees given under Section 186 of the Act. Particulars of investments have been disclosed as part of the financial statements of your Company for the year under review.

24. Particulars Of Contracts Or Arrangements With Related Parties Referred To In Sub-Section (1) Of Section 188 Of The Act In The Prescribed Form

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in âordinary course of businessâ of the Company;

- on âan armâs length basisâ; and

- not âmaterialâ,

as per the provisions of Section 188(1) of the Act read with Companies(Meetings of Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, which are ânot at armâs length basisâ and also, which are âmaterial & at armâs length basisâ, is not provided as an annexure of the Directorsâ Report.

25. Material Changes and Commitments affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

26. Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators/Courts. However which would impact the going concern status of the Company and its future operations.

27. Auditors Statutory Auditors:

M/s R. Dewan & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from M/s R. Dewan & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified for such appointment within the meaning of Section 141 of the Act. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Explanation to Auditorâs Remarks

1. The Company has advanced a sum of Rs.11.05.85.000 to M/s. Cosmos Sugar Pvt. Ltd. in the financial year 2016-17. An amount of Rs. 4.46.40,000 is still outstanding as on 31.03.2018. but no interest has been charged on this advance.

2. The Company has provided guarantee in respect of KCC loan secured to the farmers (suppliers) from Banks. As per Tripartite agreement between the Indian Sucrose Ltd., farmers and banks, the banks have sanctioned KCC limit to the farmers and credited the same in the Indian Sucrose Ltd.

3. The Company is holding more than 20% of the paid up share capital of Rangar Breweries Limited therefore Rangar Breweries Limited is an associate company of the Company. Accordingly the Company is required to prepare consolidated financial statements as per the provisions of clause 3 of section 129 of Companies Act 2013.

4. The company is holding Equity investment in Versatile Events Pvt Ltd. and Yadu Resorts (India) Ltd. As per Ind AS-32 âFinancial Instrument: Presentationâ these financial instruments should be presented at fair value but the fair valuation of these financial instruments as on 31/03/2018 is not available with the company. Accordingly the same have been presented at their carrying cost as of 31/03/2017.

Cost Auditors

During the financial year under review the Company has appointed M/s. Ajay Kumar Singh & Associates, Cost Accountants, Delhi as the Cost Auditors and the Cost Audit Report is required to be filed with the Central Government within 180 days from the end of financial year.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Lalan Kumar Singh (FCS.:7837)( CP.:8544) from M/s L K Singh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2018 is annexed as Annexure 2 to the Report. There are reservations or adverse remarks made by Secretarial Auditor in this report. The clarifications on the qualifications in the Secretarial Auditorsâ Report are self explanatory and no further explanation is considered necessary:-

(a) Company has granted Loan/advance to company in which director are interested the requirement of Section 185 of Companies Act 2013 has not been complied.

(b) The company had issued 7,00,000 cumulative 6% preference cumulative shares of Rs.100 each in Jan 2011, which were convertible into equity shares at a premium of Rs.4 each within 60 months from the date of issue. These shares have not been converted into equity shares which were due for conversion after the month of Dec, 2015. Further, on the request of preference Shareholders Company redeemed above Shares with cumulative 6% dividend on dated 07th December 2017.

(c) Rangar Breweries Limited is associate Company of Indian Sucrose Limited, so Indian Sucrose Limited is require to prepare Quarterly as well as annual Consolidated Financial statements as per the section 129 of Companies Act 2013. But Indian Sucrose Limited has not prepared the Consolidated Quarterly Financial Statements.

(d) As per Section 177 of the Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014 deals with the Audit Committee the details of establishment of Vigil mechanism Company has displayed whistleblower policy on website, where the contact details of Chairman of are not displayed which Company is advised to do, at the earliest.

(e) Inter se transfer of 4,50,000 Equity shares from open market has been made on date14th February 2018 when trading window was closed.

(f) Compliance of Regulation 7 (2) of SEBI (Prohibition of Insider Trading) Regulation, 2015 has not made within due time.

(g) Compliance of Regulation 33 of SEBI (Listing obligation and disclosure Requirement) Regulation, 2015 of quarter ending June 2017 has not been done on due time.

Internal Auditors

M/s Bhola Vijesh & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

28. Corporate governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

29. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are provided as follows:

CONSERVATION OF ENERGY

(a) The Steps taken or Impact on Conservation of Energy:

Efforts for Energy Conservation are a continuing process. These efforts continued during the financial year 2017-18 also.

(b) Steps taken by the Company for utilizing alternate sources of energy:

The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(c) The capital Investment on energy conservation equipments:

Total energy consumption and energy consumption per unit of production:

TECHNOLOGY ABSORPTION (R & D)

(I) The efforts made towards technology absorption

i) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

ii) The Company has implemented its own Effluent Treatment Plant of latest technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

(iii) Technology imported during the year - Nil FOREIGN EXCHANGE EARNING & OUTGO

(a) Total Foreign Exchange earned Rs. nil (previous year Rs. Nil)

(b) Total Foreign Currency used-Nil

30. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2018 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed with this report as Annexure 3.

31. Listings

The shares of your company are currently listed with Bombay and Calcutta Stock Exchange. Application for delisting with Calcutta Stock Exchanges is still pending and expected to be approved very soon.

32. Deposits

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

33. Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act and Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Further the details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

34. Management Discussion & Analysis

Management Discussion and Analysis is annexed as Annexure 5.

35. Disclosure Under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companyâs premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately and during the year under review, the Company received no complaints pertaining to sexual harassment.

36. Human Resources

Human resources are the most important resource and your directors believe in to give them their due weight age for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/workers has been comfortable and cordial during the year.

37. Acknowledgement

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/staffs/workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Directors

For Indian Sucrose Limited

Sd/-

Place: Delhi Kunal Yadav

Date: 24-08-2018 (Managing Director)

Mar 31, 2016

Directorsâ Report

To the Members,

The Board hereby presents its report for the year ended 31st March, 2016.

1. Financial Performance

The Financial Summary and Highlights are given below. For the period ended 31st March 2016.

('' in Lacs)

	For the year ended March 31,2016	For the 6 months ended March 31,2015
Revenue from Operations and Other Income	28308.78	21198.99
Total Expenses	27596.87	22229.81
Profit/ (Loss) before Tax (PBT)	1.90	(918.19)
Prior Period Items	764.75	(20.60)
Profit before Tax	312.38	(897.59)
Tax Expenses:
Current Tax	312.38	-
Earlier Year Tax	-	126.26
Wealth Tax	-	2.00
Deferred Tax charge/ (Credit)	144.37	(150.04)
Profit/ (Loss) after Tax	596.74	(875.81)

2. Performance Review

Your company achieved turnover of Rs. 28308.78 lacs for the year ended March 31, 2016 and has earned a net profit of Rs. 596.74 lacs during the year under review.

During the year under review, your Company has crushed 8,678,782 QTLS of Sugarcane and produced 920,662 bags of Sugar in 136 crushing days, as compared to previous year crushing of 6,081,747 QTLs of sugarcane and production of 617,402 bags of Sugar in 130 crushing days.

The capacity utilization of the plant during the year under review was 98.86% and the average recovery wa s 1 0 . 6 3 % a s compared to capacity utilization of 93.56 % and average recovery of 10.14 % in the previous year.

3. Dividend & Transfer to Reserves

No amount is proposed to be transferred to the reserve(s) and your Directors have not recommended payment of any dividend for the year under review.

4. Capital

During the Financial year 2015-16 the Share Capital of the Company remains the same as that of previous year 2014-15.

5. Risk Management Policy

6. Adequacy of Internal Financial Controls With Reference to the Financial Statements

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company''s resources and compliance with policies, procedures and statutory requirements. Further Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems.

7. Vigil Mechanism:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

8. Directors

The aforesaid appointment was made to hold office up to the date of the ensuing Annual General Meeting of the Company pursuant to Section 161 of the Companies Act, 2013 (the âAct"). The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directors h i p (s ), Committee Members h i p( s )/ Chairmanship(s), their shareholding etc., is given in the section on Corporate Governance Report forming part of this Annual Report.

9. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Act are as follows:

1. Mr. Kunal Yadav Managing Director

2. Mr. Ravinder Sharma CFO

3. Mr. Rishav Jaiswal Company Secretary

During the year under review, Mr. Manish Kumar Dixit, resigned as Company Secretary and Compliance O ffi c e r o f t h e Company with effect from the close of business hours of August 14^th 2015 and Mr. Rishav Jaiswal was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 30^th 2016.

10. Subsidiary, Associate and Joint Venture Companies

11. Deposits

During the year under review, your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2016, there were no deposits which were unpaid or unclaimed and due for repayment.

12. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid by the Company.

13. Significant and Material Orders Passed by the Regulators or

Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future.

During the year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

14. Declaration of Independence by Director

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 1 49(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Familiarization programme for Independent Directors

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Directors (EDs) and Senior Management giving an overview of the Company''s operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiary company, Board constitution and procedures, matters reserved for the Board, and the Company''s major risks and risk management strategy.

16. Nomination And Remuneration Policy

17. Board Evaluation

Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

18. Number of meetings of the Board

The Board met sixteen (16) times in the year ended 31st March 2016 viz. on 7^th May 2015, 15^th May 2015, 05^th June 2015, 18^th June 2015, 14^th July 2015, 12^th August 2015, 14^th August 2015, 22^nd August 2015, 19^th September 2015, 29^th September 2015, 14^th November 2015, 25^th November 2015, 23* December 2015, 20^th January 2016, 13^th February 2016 and 14^th March 2016. The maximum interval between any two meetings did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

19. Committees of the Board

The Company''s Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report.

20. Composition of Audit Committee

The composition of Audit Committee of the Company is as follows:

1. Mr. Prakash Chandra Gupta Chairperson

2. Mr. Sheoraj Singh Ahlawat Member

3. Mr. Kunal Yadav Member

21. Corporate Social Responsibility

The Company has not developed and implemented any

Corporate Social Responsibility initiatives as the said provisions

are not applicable.

22. Directors'' Responsibility Statement

Your Directors hereby confirmed that:

(a) in the preparation of the Annual Accounts, for the financial year ended March 31, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for the financial year;

(d) the directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. Particulars of Loans, Guarantees or Investments Under Section 186 of the Act

During the year under review, there were no loans and guarantees given and investments made under Section 186 of the Act.

24. Particulars Of Contracts Or Arrangements With Related Parties Referred To In Sub-Section (1) Of Section 188 Of The Act In The Prescribed Form

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in âordinary course of business" of the Company;

- on âan arm''s length basis"; and

- not âmaterial",

as per the provisions of Section 188(1) of the Act read with Companies(Meetings of Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, which are ânot at arm''s length basis" and also, which are âmaterial & at arm''s length basis", is not provided as an annexure of the Directors'' Report.

25. Material Changes and Commitments affecting the financial

position of the Company

26. Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts. However which would impact the going concern status of the Company and its future operations.

27. Auditors Statutory Auditors:

Explanation to Auditor''s Remarks

1. The Company has granted loan to M/s. Yadu Sugar Ltd. in the earlier year and the balance outstanding as on 1/04/2015 was Rs. 4,93,56,000/-. During the year further loan of Rs 2,61,90,000/- was further granted. This amount including the opening balance outstanding was repaid during the year. However, no interest has been charged on this loan.

2. The Company has granted loan of Rs.2,75,00,000 to M/s. Cosmos Industries Ltd. in the financial year 2015-16 which was repaid during the year. But no interest has been charged on this loan.

3. The Company has provided guarantee in respect of KCC loan secured to the farmers (suppliers) from Banks. As per Tri-partite agreement between the Indian Sucrose Ltd., farmers and banks, the banks have sanctioned KCC limit to the farmers and credited the same in the Indian Sucrose Ltd.

4. The company had issued 7,00,000 cumulative 6% preference cumulative shares of Rs.100 each in Jan 2011, which were convertible into equity shares at a premium of Rs.4 each within 60 months from the date of issue. These shares have not been converted into equity shares which were due for conversion after the month of Dec, 2015.

Cost Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Lalan Kumar Singh (FCS.:7837)( CP.:8544) from M/s L K Singh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2016 is annexed as Annexure 2 to the Report. There are no reservations or adverse remarks made by Secretarial Auditor in this report. The clarifications on the qualifications in the Secretarial Auditors'' Report are self explanatory and no further explanation is considered necessary:-

(a) The Company has granted loan to M/s. Yadu Sugar Ltd. Rs 2, 61, 90,000/- and Rs.2,75,00,000 to M/s. Cosmos Industries Ltd respectively. However, no interest has been charged on this loan which is prejudicial to the interest of the Company and violation of Section 186 of Companies Act 2013 but loan granted was repaid during the year. Moreover the requisite information and other relevant documents have not been provided to us for verification. Accordingly we are unable to comment on terms and conditions of loan granted.

(b) Company has granted Loan to company in which director are interested the requirement of Section 185 of Companies Act 2013 has not complied.

(c) The company had issued 7,00,000 cumulative 6% preference cumulative shares of Rs.100 each in Jan 2011, which were convertible into equity shares at a premium of Rs.4 each within 60 months from the date of issue. These shares have not been converted into equity shares which were due for conversion after the month of Dec, 2015. Further, the company has neither paid nor credited any dividend since the date of issue of 6% preference cumulative shares.

internal Auditors

M/s Bhola Vijesh & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

28. Corporate governance

29. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are provided as follows:

CONSERVATION OF ENERGY

(a) The Steps taken or Impact on Conservation of Energy: Efforts for Energy Conservation are a continuing process. These efforts continued during the financial year 2015-16 also.

(b) Steps taken by the Company for utilizing alternate sources of energy:

The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

Total energy consumption and energy consumption per unit of production:

Particular
1. ELECTRICITY
a). Purchased
Units	771,654 kvah	43,1634 kvah
Amount (in lacs)	-	-
Rate/Unit ( in Rs.)	-	-
b). Own generation
i) Through Diesel Generator
Units	6,187 kwh	560,246 kwh
Units per ltr of diesel oil	3.75 kwh/L	3.58 kwh
Rate/unit (in Rs.)	-	-
ii) Through Stream Turbine
Generation
Units	39908622	32996128
Units per ton of fuel	-	-
Rate/unit
(being generated out of stream required for process)	^-	^-

TECHNOLOGY ABSORPTION (R & D)

(i) The efforts made towards technology absorption

a) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

b) The Company has implemented its own Effluent Treatment Plant of latest technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

(iii) Technology imported during the year - Nil

FOREIGN EXCHANGE EARNING & OUTGO

(a) Total Foreign Exchange earned Rs. nil (previous year Rs. Nil)

(b) Total Foreign Currency used-Nil

30. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2016 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed with this report as Annexure 3.

31. Listings

32. Deposits

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the

Balance Sheet date.

33. Particulars of Employees

34. Management Discussion & Analysis

Management Discussion and Analysis is annexed as Annexure 5.

35. Disclosure Under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

36. Human Resources

Human resources are the most important resource and your directors believe in to give them their due weight age for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

37. Acknowledgement

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Directors For Indian Sucrose Limited

Sd/-

Kunal Yadav

Place: Delhi (Chairm an & Managing Director)

Date: 23-08-2016

Mar 31, 2015

The Board hereby presents its report for the year ended 31st March, 2015.

1. Financial Performance

The Financial Summary and Highlights are given below. As the preceding period ended 31st March 2014 was of six months, the figures of revenue and expenses are not comparable.

(in Lacs) For the year For the 6 ended March months 31, 2015 ended March 31, 2014

Revenue from Operations and 21198.99 11168.95 Other Income

Total Expenses 22229.81 11095.50

Profit/ (Loss) before Tax (PBT) (918.19) 73.44

Prior Period Items (20.60) 22.68

Profit before Tax (897.59) 50.76

Tax Expenses:

Current Tax - (27.55)

Earlier Year Tax 126.26 -

Wealth Tax 2.00 2.00

Deferred Tax charge/ (Credit) (150.04) 43.97

Profit/ (Loss) after Tax (875.81) 32.34

2. Performance Review

Your company achieved turnover of Rs. 21198.99 lacs for the year ended March 31, 2015. Company incurred a net loss of Rs. 875.81 lacs during the year under review.

During the year under review, your Company has crushed 6081747 QTLS of Sugarcane and produced 617402 bags of Sugar in 130 crushing days, as compared to previous year crushing of 5770462 QTLS of sugarcane and production of 579740 bags of Sugar in 129 crushing days.

The capacity utilization of the plant during the year under review was 93.56% and the average recovery was 10.14 % as compared to capacity utilization of 89.68 % and average recovery of 9.79 % in the previous year.

3. Dividend

No dividend has been recommended.

4. Capital

During the Financial year 2014-15 the Share Capital of the Company remains the same as that of previous year 2013-14.

5. Risk Management Policy

Disclosure indicating development and implementation of a Risk Management Policy is provided in the Management Discussion and Analysis Report forming part of this Report.

6. Internal Control System and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

7. Vigil Mechanism:

The Company has established a Vigil Mechanism for Directors and Employees in accordance with sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report under the heading of Whistle Blower Policy. The Vigil Mechanism has been disclosed on the website of the Company.

8. Corporate Social Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development

9. Directors and Key Managerial Personnel

Shri Sanjay Singh, Executive Director shall retire at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Shri Dharampal Singh resigned as Director of the Company with effect from February 13, 2015.

Shri Manish Kumar Dixit, resigned as Company Secretary of the Company with effect from close of business hours of August 14, 2015.

Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Director and Company Secretary to the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, Shri Kunal Yadav was reappointed by the Board of Directors, subject to the approval of the shareholders, as the Executive Chairman and Managing Director of the Company on May 18, 2015 for a further period of five years with effect from June 17, 2015 to June 16, 2020.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Directors seeking appointment/ re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

10.1. Board Evaluation

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

10.2 Remuneration Policy

The Nomination and Remuneration Committee framed a policy for selection and appointment of Directors including determining qualifications independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided in the Corporate Governance report

10.3 Number of meetings of the Board

The Board met fifteen (15) times in the year ended 31st March 2015 viz. on 7th May 2014, 30th May 2014, 11th July 2014, 4th August 2014, 14th August 2014, 22nd August 2014, 15th October 2014, 14th November 2014, 29th December 2014, 1st January 2015, 13th February 2015, 14th February 2015, 25th February 2015,12th March 2015 and 25th March 2015. The maximum interval between any two meetings did not exceed 120 days.

10.4 Committees of the Board

The Company's Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirmed that:

(a) in the preparation of the Annual Accounts, for the financial year ended March 31, 2015 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the financial year;

(c) the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of the transaction with the related party are provided in the accompanying financial statements.

13.1 Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

13.2 Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts. However which would impact the going concern status of the Company and its future operations.

14. Auditors

14.1 Statutory Auditors:

M/s. Rakesh Grover & Co., Chartered Accountants, the retiring auditors, have expressed their unwillingness for re- appointment as Statutory Auditor of the Company. As recommended by Audit Committee and approved by the Board of Directors of the Company, in their respective meetings held on August 22, 2015, the Board has proposed the appointment of M/s. R.Dewan & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2015-16, who being eligible, have indicated their willingness to serve as the statutory auditors of the Company, if appointed at the Meeting, subject to approval of the members of the Company at the ensuing Annual General Meeting.

The Company has received certificate from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

14.2 Explanation to Auditor's Remarks

There are no reservations or adverse remarks made in the Auditors' report. The notes to the accounts referred to in the Auditors' Report are self explanatory and no further explanation is considered necessary. However, the clarifications on the qualifications in the Auditors' Report are as under:- 1. The Company has granted loan to M/s. Yadu Sugar Ltd. in the earlier years and the balance outstanding amount is Rs. 4.94 cr. as on 31-03-2015.

2. The Company has provided guarantee in respect of KCC loan

secured to the farmers (suppliers) from Banks. As per Tri-party agreement between the Indian Sucrose Ltd., farmers and banks, the banks have sanctioned KCC limit to the farmers and credited the same in the Indian Sucrose Ltd.

14.3 Cost Auditors

During the financial year under review the Company has appointed M/s. Ajay Kumar Singh & Associates, Cost Accountants, Delhi as the Cost Auditors and the Cost Audit Report is required to be filed with the Central Government within 180 days from the end of financial year.

M/s. Ajay Kumar Singh & Associates, Cost Accountants, have also been re-appointed as the Cost Auditors of the Company for the current financial year (2015-16) by the Board upon the recommendation of the Audit Committee.

14.4 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Lalan Kumar Singh (FCS.:7837)( CP.:8544) from M/s L K Singh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended March 31, 2015 is annexed as Annexure A to the Report. There are no reservations or adverse remarks made by Secretarial Auditor in this report. The clarifications on the qualifications in the Secretarial Auditors' Report are self explanatory and no further explanation is considered necessary:- 1. The Company has not complied with Section 180(1)(c) of Companies Act 2013.

2. Annual Return on Foreign Liabilities and Assets for the year ended on 31.03.2014 have not filed during the period.

14.5 Internal Auditors

M/s Bhola Vijesh & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

15. Corporate governance

Your Company is committed to achieving the highest standards of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seek to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A separate section on Corporate Governances standards followed by your Company as stipulated under clause 49 of the listing Agreement with the stock Exchange is enclosed to this report.

16. Particulars regarding Conservation of Energy

The Company has taken several steps to conserve energy. Information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given below and forms part of this Report.

16.1 CONSERVATION OF ENERGY

(a) The Steps taken or Impact on Conservation of Energy: Efforts for Energy Conservation are a continuing process. These efforts continued during the financial year 2014-15 also.

(b) Steps taken by the Company for utilizing alternate sources of energy:

The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(c) The capital Investment on energy conservation equipments: 47.78 Lacs

(d) Total energy consumption and energy consumption per unit of production:11.06

TECHNOLOGY ABSORPTION (R & D)

(i.) The efforts made towards technology absorption

I) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy. ii) The Company has implemented its own Effluent Treatment Plant of latest technology.

(ii.) The benefits derived like product improvement, cost reduction, product development or import substitution.

(iii.) Technology imported during the year - Nil

16.2 FOREIGN EXCHANGE EARNING & OUTGO

(a) Total Foreign Exchange earned Rs.nil (previous year Rs. Nil)

(b) Total Foreign Currency used- Nil

17. Extract of Annual Return

The extract of the Annual Return of your Company as on March 31, 2015 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed with this report as Annexure B

18. Listings

The shares of your company are currently listed with Bombay and Calcutta Stock Exchange. Application for delisting with Calcutta Stock Exchanges is still pending and expected to be approved very soon.

19. Deposits

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

20. Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company form part of this report.

21. Industrial Relations

Human resources are the most important resource and your directors believe in to give them their due weight age for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

22. Acknowledgement

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Directors

For Indian Sucrose Limited

Sd/-

Kunal Yadav

Place: Delhi (Chairman & Managing Director)

Date : 22-08-2015

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company together with the Audited Balance Sheet, Profit & Loss Account and the report on business and operation of the Company for 6 month period ended March 31, 2014.

CHANGE IN FINANCIAL YEAR

The financial year 2013-14 of the Company was reduced by 6 months to end on March 31, 2014 (Financial Year) instead of September 30, 2014 to comply with the provision of the Companies Act, 2013 relating to "financial year" to mean the period ending on March 31 every year.

FINANCIAL PERFORMANCE

The results for the Financial Year under review comprise of a period of 6 months and therefore are not comparable with the results of 2012-13, comprising a period of 12 months.

The summarized financial results of the Company for the 6 months period ended March 31, 2014 are presented below:

(Rsin Lacs) For the 6 months Year ended ended march september 31.2014 30.2013

Sales and Other Income 11168.95 20137.97

Profit/ (Loss) before Finance Cost, 125031 3622 57 Depreciation & Exceptional Items '' ''

Finance Cost (876.08) (2064.22)

Depreciation (3.80) (582.85)

Prior Period Items (22.68) (3.16)

Profit/ (Loss) before Tax (PBT) 50.76 972.35

Tax Expenses:

Current Tax (27.55) 431.70

Wealth Tax 2.00 1.80

Deferred Tax charge/ (Credit) 43.97 (143.45)

Profit/ (Loss) after Tax 32.34 682.29

PERFORMANCE REVIEW

Your company achieved turnover of '' 11168.95 lacs for the 6 months period ended March 31, 2014 as compared to 20137.97 lacs in the previous year. The net operating profit after tax (PAT) was '' 32.34 lacs during the year under review as compared to '' 682.29 lacs during last year.

During the year under review, your Company has crushed 5770462 QTLS of Sugarcane and produced 579740 bags of Sugar in 129 crushing days, as compared to previous year crushing of 6118109.31 QTLS of sugarcane and production of 594,091 600,063 QTLS of Sugar in 131 crushing days.

The capacity utilization of the plant during the year under review was 89.68% and the average recovery was 9.79 % as compared to capacity utilization of 93.94% and average recovery of 10.21 % in the previous year.

DIRECTORS

To comply with the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company has appointed Smt. Kunj Deep Kalra as woman director. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of

Association of Smt. Kunj Deep Kalra was co-opted on the Board as an Additional Director by the Board of Directors of the Company at its meeting held on August 14, 2014.

Shri Vijay Sood was appointed as an Additional Director designated as an Independent Director w.e.f. August 14, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Vijay Sood for appointment as an Independent Director.

The Company has received requisite notices in writing from members proposing Sh. Pawan Dewan, Sh. Sheoraj Singh Ahlawat and Sh. Prakash Chandra Gupta for appointment as Independent Directors.

The Board has decided not to fill the vacancy caused by the retirement of Sh. Jitender Singh, Non-Executive Director, liable to retire by rotation at the ensuing Annual General Meeting, who has expressed his unwillingness to be re-appointed as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Directors seeking appointment/ re-appointment along with other details as stipulated under Clause 49 of the listing agreement, are provided in the Notice for convening the Annual General Meeting.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seek to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A separate section on Corporate Governances standards followed by your Company as stipulated under clause 49 of the listing Agreement with the stock Exchange is enclosed as an Annexure to this report.

AUDITORS

M/s. Rakesh Grover & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received certificate from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

During the financial year under review the Company has appointed M/s. Ajay Kumar Singh & Associates, Cost Accountants, Delhi as the Cost Auditors and the Cost Audit Report is required to be filed with the Central Government within 180 days from the end of financial year.

M/s. Ajay Kumar Singh & Associates, Cost Accountants, have also been re- appointed as the Cost Auditors of the Company for the current financial year (2014-15) by the Board upon the recommendation of the Audit Committee.

STATUTORY DISCLOSURES

The Company has not paid remuneration to any employee of the Company beyond the prescribed limit under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules 1975, as amended to date. Hence no particulars are required to be given under this Section.

In term of Section 219(1) (iv) of the Companies Act, 1956 the same is open for inspection at the Registered Office of your Company. Copy of this statement may be obtained by the member by writing to the Company Secretary of your Company.

Information as per Section 217(1) (e) of the Companies Act, 1956 Read with the Companies (Disclosure of Particular in Report of Board of Directors), 1988 and forms part of this Report.

(A) CONSERVATION OF ENERGY

(a) The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(b) Total energy consumption and energy consumption per unit of production:

1) POWER AND FUEL CONSUMPTION

1. ELECTRICITY Current Year Previous Year

a) Purchased

Units 11352 99,354

Amount (in Lacs) 0.59 6.95

Rate/Unit (in Lacs) 5.17 7.00

b) Own Generation

i)Through Diesel Generator

Units 735,723 824,600

Unit per Ltr. Of 3.56 3.80 Diesel Oil

Rate/Unit (in '') 15.73 12.65

ii)Through Steam Turbine Generation

Units 29,828,168 19,746,965

Units per Ton of 253.24 134.98 Fuel

Rate/Unit (Being Nil Nil

Generated out of steam required for process) Bagasse

Quantity M.T. 117783.51 146287.50

Total Cost ('' In Lacs) 2061.20 2194.50 (Estimated due to own generation)

Average Rate (in '') 1750 1500

(B) TECHNOLOGY ABSORPTION (R & D)

Research & Development (R & D)

1. The Company is regularly carrying on research and development for the development of Sugar Cane in the area.

2. Agricultural implements, fertilizers, pesticides, and cane seeds are supplied to the cane growers on loan basis and at subsidized rates.

3. Technology absorption, adoption and innovation:

i) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

ii) The Company has implemented its own Effluent Treatment Plant of latest technology.

iii) Technology imported during the year - Nil (C) FOREIGN EXCHANGE EARNING & OUTGO

(a) Total Foreign Exchange earned '' nil (previous year '' Nil)

(b) Total Foreign Currency used-Nil DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, for the financial year ended March 31, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for year under review;

(iii) the director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the Annual Accounts on a going concern basis;

LISTINGS

The shares of your company are currently listed with Bombay and Calcutta Stock Exchange. Application for delisting with Calcutta Stock Exchanges is still pending and expected to be approved very soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

INDUSTRIAL RELATIONS & HUMAN RELATIONS DEVELOPMENT

Human resources are the most important resource and your directors believe in to give them their due weightage for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Directors For Indian Sucrose Limited Sd/- Kunal Yadav Place: New Delhi (Chairman & Managing Director) Date: 22-08-2014

Sep 30, 2013

DIRECTORS'' REPORT

To the Members,

Your Directors have pleasure in presenting the Twenty Second Annual Report of your Company together with the audited Balance Sheet, Proft & Loss Account and the report on business and operation of the Company for the year ended September 30, 2013.

Financial Performance

(Rs.in Lacs)

Particulars Octerber April 1,2012 to 1,2011to september September 30.2013 30.2012

Revenue from operations (Net) 20116.11 26921.57

Proft before Finance Cost, 4124.09

Depreciation & Exceptional Items 3620.77

Finance Cost 2064.22 3037.11

Depreciation and Amortization Expenses 582.85 820.91

Exceptional Items 3.16 1.25

Proft/(Loss) before Tax (PBT) 970.54 264.82

Tax Expenses 288.25 261.00

Proft/ (Loss) after Tax 682.29 3.82

Performance Review

Your company maintains performance in the term of net proft in compare to last year. As compared to last year turnover of Rs.26921.57 lacs your company achieved turnover of Rs.20116.11 lacs during the current year. The net operating proft after tax (PAT) was Rs.682.29 lacs during the year under review as compared to Rs.3.82 lacs during last year.

During the year under review, your Company has crushed 6118109.31 QTLS of Sugarcane and produced 600,063 QTLS of Sugar in 131

crushing days, as compared to previous year crushing of 5,980,704 QTLS of sugarcane and production of 594,091 BAGS of Sugar in 126 crushing days.

The capacity utilization of the plant during the year under review was 93.94% and the average recovery was 9.79% as compared to capacity utilization of 94.94% and average recovery of 9.93 % in the previous year.

Directors

Sh. Dharampal Singh and Sh. Pawan Dewan, Non-Executive Directors, shall retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Sanjay Singh was co-opted on the Board as an Additional Director by the Board of Directors of the Company at its meeting held on 19-09-2013. Considering Mr. Sanjay Singh''s wide and in-depth knowledge of Sugar Industry, Proposal is being placed before the shareholders for approval to his appointment as a regular director, liable to retire by rotation.

Corporate Governance

Your Company is committed to achieving the highest standards of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seek to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A separate section on Corporate Governances standards followed by your Company as stipulated under clause 49 of the listing Agreement with the stock Exchange is enclosed as an Annexure to this report.

Auditors

M/s. B. K. Kapur & Co., Chartered Accountants, the retiring auditors, have expressed their unwillingness for re-appointment as Statutory Auditor of the Company. As recommended by Audit Committee and approved by the Board of Directors of the Company, in their respective meetings held on December 05, 2013, the Board has proposed the appointment of

M/s. Rakesh Grover & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2013-14, who being eligible, have indicated their willingness to serve as the statutory auditors of the Company, if appointed at the Meeting, subject to approval of the members of the Company at the ensuing Annual General Meeting. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained written confrmation from M/s. Rakesh Grover & Co. that their appointment, if made, would be in conformity with the limits specifed in the Section.

Cost Auditor

During the fnancial year under review the Company has appointed M/s. Ajay Kumar Singh & Associates, Cost Accountants, Delhi as the Cost Auditor and the Cost Audit Report is required to be fled with the Central Government within 180 days from the end of fnancial year.

M/s. Ajay Kumar Singh & Associates, Cost Accountants, have also been re-appointed as the Cost Auditors of the Company for the current fnancial year (2013-14) by the Board upon the recommendation of the Audit Committee.

Postal Ballot

During the year under review the company has obtained the approval of its Members under Section 372A, 293(1)(a) and Section 293(1)(d)of the Companies Act,1956, by passing the resolution through postal ballot as provides by postal ballot rules pertaining to:

- Resolution No. (1): Special Resolution under Section 372A of the Companies Act, 1956 to authorize the Board of Directors to make investment in excess of the limits specifed in the said Act.

- Resolution No. (2): Special Resolution under Section 372A of the Companies Act, 1956 to authorize the Board of Directors to provide loan, guarantees and securities in excess of the limits specifed in the said Act.

- Resolution No. (3): Ordinary Resolution under Section 293(1)(d) of the Companies Act, 1956 for increase in borrowing limits from -150. Crores upto a limit of -200 Crores.

- Resolution No. (4): Ordinary Resolution under Section 293(1)(a) of the Companies Act, 1956 for creation of charges on movable and immovable properties of the Company, both present and future, in respect of the borrowings in terms of resolution no. 3 above.

Voting Pattern and Procedure for Postal Ballot:

1. The Board of Directors of the Company had, at its meeting held on 27.08.2013, appointed M/s Loveneet Handa & Associates, New Delhi, as the Scrutinizer for conducting the postal ballot voting process.

2. The Postal Ballot process was carried out in a fair and transparent manner. The postal ballot forms had been kept under his safe custody in sealed and tamper proof ballot boxes before commencing the scrutiny of such postal ballot forms.

3. All postal ballot forms received up to the close of working hours on 31.10.2013 the last date and time fxed by the Company for receipt of the forms, had been considered.

4. The results of the Postal Ballot were announced on 09.11.2013 at the Registered Offce of the Company as per the Scrutinizer''s Report.

Statutory Disclosures

The Company has not paid remuneration to any employee of the Company beyond the prescribed limit under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules 1975, as amended to date. Hence no particulars are required to be given under this Section.

In term of Section 219(1) (iv) of the Companies Act, 1956 the same is open for inspection at the Registered Offce of your Company. Copy of this statement may be obtained by the member by writing to the Company Secretary of your Company.

Information as per Section 217(1) (e) of the Companies Act, 1956 Read with the Companies (Disclosure of Particular in Report of Board of Directors), 1988 and forms part of this Report.

(A) CONSERVATION OF ENERGY

(a) The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(b) Total energy consumption and energy consumption per unit of production:

2. Agricultural implements, fertilizers, pesticides, and cane seeds are supplied to the cane growers on loan basis and at subsidized rates.

3. Expenditure incurred on R & D.

(Rs.in Lacs)

Current Previous Year Year

a) Capital - -

b) Recurring 42.32 46.54

c) Total 42.32 46.54

d) Total Expenditure as percentage of 0.20% 0.17%

Turnover

4. Technology absorption, adoption and innovation:

i) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

ii) The Company has implemented its own Effuent Treatment Plant of latest technology.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the Annual Accounts, for the fnancial year ended September 30, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at September 30, 2013 and of the proft of the Company for year under review;

(iii) the director have taken proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

LISTINGS

The shares of your company are currently listed with Bombay and Calcutta Stock Exchange. Application for delisting with Calcutta Stock Exchanges is still pending and expected to be approved very soon.

FIXED DEPOSITS

Your Company has not accepted any fxed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

INDUSTRIAL RELATIONS & HUMAN RELATIONS DEVELOPMENT

Human resources are the most important resource and your directors believe in to give them their due weightage for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep and sincere gratitude to all offcers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Director

For Indian Sucrose Limited

Place : Mukerian Kunal Yadav

Date: 05-12-2013 (Chairman & Managing Director)

Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the audited Balance Sheet, Profit & Loss Account and the report on business and operation of the Company for the year ended March 31, 2010.

FINANCIAL PERFORMANCE

(Rs.in Lacs)

Particulars April 1, 2009 to April 1, 2008 to March 31, 2010 March31, 2009

Turnover 10384.37 10172.23 Profit before Interest

Depreciation & Tax (PBIT) 2212.29 1370.59

Interest & financial Expenses 1032.65 591.50

Profit before Depreciation & Tax 1179.65 779.03

Depreciation 505.20 485.72

Profit before Tax (PBT) 674.43 293.31

PERFORMANCE REVIEW

Your company maintains outstanding performance in the term of net profit in compare to last year. As compared to last year turnover of Rs. 10172.23lacs your company achieved turnover of Rs. 10384.37lacs during the current year. Because of increase in cost of raw material but increase in the sugar sale price the net operating profit before tax (PBT) has increased to Rs. 674.43lacs during the year under review as compared to Rs. 293.31lacs during last year. During the year under review, your Company has crushed 3060357 QTLS of Sugarcane and produced 272400 BAGS of Sugar in 77 crushing days, as compared to previous year crushing of 4175589 QTLS of sugarcane and production of 396474 BAGS of Sugar in 131 crushing days.

The capacity utilization of the plant during the year under review was 79.50% and the average recovery was 8.87% as compared to capacity utilization of 63.75 % and average recovery of 9.50 % in the previous year.

DIRECTORS

Sh.Dharmpal Singh, Chairman, has been appointed as a whole time Director of the Company with effect from March 13, 2008. Sh.Kunal Singh is a young second generation entrepreneur, having wide experience of accounting, marketing and finance matters. He has been appointed as a Managing Director of the Company with effect from June 16, 2010 for the period of five (5) years, subject to approval of shareholders.

Mr.Deepak Yadav, resigned as Director and Managing Director, w.e.f. 1.04.02009

The company expresses its sincere appreciation for the valuable services rendered by Mr. Deepak Yadav during the tenure as managing Director of Indian Sucrose Limited Sh.Pawan Dewan and Sh.Sheoraj Singh Ahlawat, Independent Directors are a businessman having wide experience of accounting and finance matters.

Sh.Jitendra Singh, Non-Executive Directors, shall retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seek to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A separate section on Corporate Governances standards followed by your Company as stipulated under clause 49 of the listing Agreement with the stock Exchange is enclosed as an Annexure to this report.

AUDITORS

M/s. B.K.Kapoor & Co., Chartered Accountants will retire at the forthcoming Annual General Meeting. They have been Statutory Auditors of the Company for the last for 3 years. As recommended by Audit and Compliance Committee, the Board has proposed the appointment of M/s B.K.Kapur & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2010-11.Member are requested to consider their appointment on a remuneration to be decided by the Board or Committee thereof for the ensuing Financial Year i.e. 2010-11.

COST AUDITOR

M/s.Katyal & Associates, Cost Accountants, Delhi have been appointed as the Cost Auditor for the Year 2009-10 and their report will be submitted to the Department of Companies Affairs, Government of India, in accordance with the requirement of law.

STATUTORY DISCLOSURES

The Company has not paid remuneration to any employee of the Company beyond the prescribed limit under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules 1975, as amended to date. Hence no particulars are required to be given under this Section.

In term of Section 219(1) (iv) of the Companies Act, 1956 the same is open for inspection at the Registered Office of your Company. Copy of this statement may be obtained by the member by writing to the Company Secretary of your Company.

Information as per Section 217(1) (e) of the Companies Act, 1956 Read with the Companies (Disclosure of Particular in Report of Board of Directors), 1988 and forms part of this Report.

(A) CONSERVATION OF ENERGY

(a) The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(b) Total energy consumption and energy consumption per unit of production:

(B) TECHNOLOGY ABSORPTION (R & D)

Research & Development (R & D)

1. The Company is regularly carrying on research and development for the development of Sugar Cane in the area.

2. Agricultural implements, fertilizers, pesticides, and cane seeds are supplied to the cane growers on loan basis and at subsidized rates.

3. Expenditure incurred on R & D.

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

a) Capital --- ---

b) Recurring 29.17 46.00

c) Total 29.17 46.00

d) Total Expenditure as percentage of Turnover 0.29 0.48

4. Technology absorption, adoption and innovation:

i) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

ii) The Company has implemented its own Effluent Treatment Plant of latest technology.

iii) Technology imported during the year - Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, for the financial year ended March 31,2010 the applicableAccounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit and loss of the Company for year under review;

(iii) the director have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Annual Accounts have been prepared on a going concern basis.

LISTINGS

The shares of your company are currently listed with Bombay, Calcutta and Bangalore Stock Exchanges. Application for delisting with Calcutta and Bangalore Stock Exchanges are still pending and expected to be approved very soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

INDUSTRIAL RELATIONS & HUMAN RELATIONS DEVELOPMENT

Human resources are the most important resource and your directors believe in to give them their due weightage for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

By Order of the Board of Director

For Indian Sucrose Limited

Place:Delhi (D.P.SINGH)

Date : 31st August, 2010 Chairman

Mar 31, 2009

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the audited Balance Sheet, Profit & Loss Account and the report on business and operation of the Company for the year ended March 31, 2009.

FINANCIAL PERFORMANCE

(Rs.in Lacs)

Particulars 2008-2009 2007-2008

Turnover 10172.23 11588.83 Profit before Interest

Depreciation & Tax (PBIT) 1370.59 1080.12

Interest & financial Expenses 591.5 600.66

Profit before Depreciation & Tax 779.03 479.46

Depreciation 485.72 471.52

Profit before Tax (PBT) 293.31 7.94

PERFORMANCE REVIEW

Your company maintains outstanding performance in the term of net profit in compare to last year. As compared to last year turnover of Rs. 11588.83 lacs your company achieved turnover of Rs. 10172.23 lacs during the current year. Because of increase in cost of raw material but increase in the sugar sale price the net operating profit before tax (PBT) has increased to Rs. 293.31lacs during the year under review as compared to Rs. 7.94 lacs during last year. During the year under review, your Company has crushed 4175589 QTLS of Sugarcane and produced 396474 BAGS of Sugar in 131 crushing days, as compared to previous year crushing of 6597945 QTLS of sugarcane and production of 609806 BAGS of Sugar in 151 crushing days.

The capacity utilization of the plant during the year under review was 63.75 % and the average recovery was 9.50 % as compared to capacity utilization of 82.05 % and average recovery of 9.86 % in the previous year.

DIRECTORS

Sh.Dharmpal Singh, Chairman, has been appointed as a whole time Director of the Company with effect from March 13, 2008. Sh.Deepak Yadav has been appointed as a Managing Director of the Company with effect from October 1, 2008 for the period of five (5) years.

Sh.Sheoraj Singh Ahlawat, Independent Director, shall retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Sh.Jitendra Singh Independent Director is a businessman having wide experience of accounting and finance matters. Sh.Pawan Dewan Independent Director is a businessman having wide experience of accounting and finance matters. Sh.Kunal Singh, Non-Executive Director, is a young second generation entrepreneur, having wide experience of accounting and finance matters.

CORPORATE GOVERNANCE

Your Company is committed to achieving the highest standards of Corporate Governance. Accordingly, your Board functions as trustees of the Shareholders and seek to ensure the long term economic value for its shareholders while balancing the interest of the stakeholders.

A separate section on Corporate Governances standards followed by your Company as stipulated under clause 49 of the listing Agreement with the stock Exchange is enclosed as an Annexure to this report.

AUDITORS

M/s. B.K.Kapoor & Co., Chartered Accountants will retire at the forthcoming Annual General Meeting. They have been Statutory Auditors of the Company for the last for 2 years. As recommended by Audit and Compliance Committee, the Board has proposed the appointment of M/s B.K.Kapur & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2009-10.Member are requested to consider their appointment on a remuneration to be decided by the Board or Committee thereof for the ensuing Financial Year i.e. 2009-10.

COST AUDITOR

M/s.Katyal & Associates, Cost Accountants, Delhi have been appointed as the Cost Auditor for the Year 2008-09 and their report will be submitted to the Department of Companies Affairs, Government of India, in accordance with the requirement of law.

STATUTORY DISCLOSURES

The Company has not paid remuneration to any employee of the Company beyond the prescribed limit under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules 1975, as amended to date. Hence no particulars are required to be given under this Section.

In term of Section 219(1) (iv) of the Companies Act, 1956 the same is open for inspection at the Registered Office of your Company. Copy of this statement may be obtained by the member by writing to the Company Secretary of your Company.

Information as per Section 217(1) (e) of the Companies Act, 1956 Read with the Companies (Disclosure of Particular in Report of Board of Directors), 1988 and forms part of this Report.

(A) CONSERVATION OF ENERGY

(a) The Company has installed most modern equipments in the plant and is able to save and minimize energy consumption.

(b) Total energy consumption and energy consumption per unit of production:

(B) TECHNOLOGY ABSORPTION (R & D)

Research & Development (R & D)

1. The Company is regularly carrying on research and development for the development of Sugar Cane in the area.

2. Agricultural implements, fertilizers, pesticides, and cane seeds are supplied to the cane growers on loan basis and at subsidized rates.

3. Expenditure incurred on R & D.

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

a) Capital

b) Recurring 46.00 11.14

c) Total 46.00 11.14

d) Total Expenditure as percentage of Turnover 0.48 0.11

4. Technology absorption, adoption and innovation:

i) The Company has adopted latest technology in the plant to maximize production, better quality, and to minimize consumption of energy.

ii) The Company has implemented its own Effluent Treatment Plant of latest technology.

iii) Technology imported during the year - Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, for the financial year ended March 31,2009 the applicableAccounting Standards have been followed along with proper explanation relating to material departures; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2009 and of the profit and loss of the Company for year under review; the director have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Annual Accounts have been prepared on a going concern basis.

LISTINGS

The shares of your company are currently listed with Bombay, Calcutta and Bangalore Stock Exchanges. Application for delisting with Calcutta and Bangalore Stock Exchanges are still pending and expected to be approved very soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

INDUSTRIAL RELATIONS & HUMAN RELATIONS DEVELOPMENT

Human resources are the most important resource and your directors believe in to give them their due weightage for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep and sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

Your Directors would also like to express their gratitude to members for their trust and support.

For and on behalf of Board

Sd/- Place : Delhi (SH. D.P.SINGH)

Date : 31st August, 2009 Chairman

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