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Directors Report of Rajshree Sugars & Chemicals Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 37^th Annual Report on the business and operations of the company and the audited financial statements for the year ended 31^st March 2023.

Rs. in Lakhs

1) Financial Highlights	2022-23	2021-22
Total Income	77,395.17	47,936.90
Profit before Finance Costs, Depreciation and exceptional items	5,912.90	4,369.09
Less: Finance Costs	1,418.76	2,218.36
Depreciation	2,420.87	2,410.77
Profit / (loss) from ordinary activities before Tax	2,073.27	(260.04)
Tax Expenses	2,970.13	57.58
Profit / (loss) after Tax	(896.87)	(317.62)
Other comprehensive income /(loss), net of income tax	(75.60)	23,378.46
Total comprehensive income /(loss) for the period	(972.47)	23,060.84
Basic / Diluted earnings /(loss) per share of ''10/- each, before / after extraordinary items	(2.71)	(0.96)

2) Dividend

In view of the stressed financial position, your Directors have not recommended payment of dividend for the year 2022-23. Also no amount has been transferred to reserves.

3) Financial Performance

Your Company earned an income of '' 77,395.17 lakhs in the year 2022-23 as against '' 47,936.90 lakhs during the previous year. The Company has earned a net profit before tax of '' 2073.27 lakhs as against net loss before tax of '' 260.04 lakhs incurred during the previous year. The net loss after tax has been '' 896.87 lakhs as against the net loss of ''317.62 lakhs in the previous year. This is due to the Company has opted for payment of income tax under Section 115BAA of the Income Tax Act, 1961 at the time of filing the return on income for the Assessment year 202223 on 27^th September 2022. Consequent thereof, excess provision for Deferred Tax Asset and Minimum Alternate Tax Credit not available for setoff is reversed.

4) Operational Performancea) Sugar Division

The key operational data of our sugar division for the year 2022-23 are as follows:

Particulars	2022-23	2021-22
Sugarcane crushed (Tons)	17,81,221	12,78,164
Recovery %	8.87	9.01
Sugar Produced (Tons)	1,58,042	1,15,109
Sugar Sold (Tons) - Domestic	1,67,203	95,595

The sugarcane crushing has increased by 39% due to better availability of cane on account of the good monsoon in the command area.

b) Cogeneration Division

During the year under review, the total power generated by the Cogeneration Division was 2,042 lakh units as against 1,535 lakh units in the previous year. The company exported 1,253 lakh units during the year as against 974 lakh units in the previous year.

c) Distillery Division

The Distillery Division produced 223.35 Lakh litres of Alcohol during the year as against 160.03 lakh litres in the previous year and sold 219.65 lakh litres as against 183.06 lakh litres in the previous year.

5) Restructuring of Sugar Development Fund (SDF) Loan.

The Company was in default of loans received from Sugar Development Fund (SDF), Government of India, since the Financial Year 2016. The Company has received the Administrative Approval (AA) dated 20^th May 2022 vide letter reference no.''File No.8-4/2010-SDF'' from the SDF, Ministry of Consumer Affairs, Food & Public Distribution, Department of Food & Public Distribution, for restructuring of SDF Ethanol loan of '' 32.45 crore and Co-generation loan of '' 21.10 crore availed by the Company. The Company has completed execution of Tripartite Agreement (TPA) with SDF and their nodal agency, for restructuring of the SDF loans, within the stipulated time.

The pending compliance of the terms of Tripartite Agreement is the perfection and modification of the existing security. The company has requested the appropriate authority of SDF for an amendment in the existing guidelines on security cover for the restructured debt in line with Statutory provisions of Indian Accounting Standards. Pending amendment, the Company has also requested that the validity of AA be extended for a period of four months from the date of such amendment to the security guidelines to enable the Company to register the modified security and file the necessary charge with Registrar of Companies.

6) Future Outlook

The management believes that no material uncertainty exists about the company''s ability to continue as a going concern and accordingly the management has prepared these financial statements on a going concern basis.

Though the rainfall in the command area of our Company is lesser in comparison to the previous year, the recharged ground water is still supportive of the planting and factory operations for next two years.

With the production in Maharashtra and north Karnataka down from the estimated numbers and the stock position at the end of the season is likely to be low, situation looks positive on the domestic prices. The international sugar prices are also moving up sharply which should support the domestic prices (as the export values of the latest exports are high).

In the sugar season 2021-22 (October to September), India has exported about 11 million tons of sugar at a reasonable price. The Government of India, for sugar season 2022-23, has allowed sugar export of 6.2 million tons. Allowing of further export is not in visibility due to lower sugar production.

The ambitious ethanol program of the Central Government continues to be supportive to the sugar industry. In the year under review, the Union Cabinet approved the increase in price of Ethanol as follows:

â¢ C-Heavy Molasses - from '' 46.66 to '' 49.40 per Litre.

â¢ B-Heavy Molasses - from '' 59.08 to '' 60.73 per Litre.

â¢ Cane Juice - from '' 63.45 to '' 65.60 per Litre.

â¢ Transportation charges will also be compensated by OMCs

The price of potable alcohol - Extra Neutral Alcohol (ENA) has also been stable.

Further, the Government policy on sugar would continue to have a significant bearing on the prospects of the industry in the coming years.

7) Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

8) Auditors

Statutory Auditors: M/s.S.Krishnamoorthy & Co., Chartered Accountants, Coimbatore (Firm Registration No. 001496S), hold office as Auditors upto the conclusion of the 40^th Annual General Meeting (AGM) to be held for the financial year ending 31^st March 2026.

Cost Auditors: In terms of Section 148 of the Act, read with Companies (Cost Records and Audits) Rules, 2014, the products manufactured by the company viz. Sugar, Industrial Alcohol and Cogeneration of Power are covered under the ambit of mandatory cost audits. Accordingly, the Company has made and maintained the accounts and cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. Based on the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2023-24 and fixed their remuneration with increase by '' 50,000/-. The resolution for ratification of remuneration in terms of Section 148(3) of the Companies Act, 2013 is being placed before the ensuing AGM.

Secretarial Auditor: Based on the recommendation of the Audit Committee, the Board of Directors have re-appointed Mr.G.Soundarrajan, Practicing Company Secretary, as the Secretarial Auditor, to conduct Secretarial Audit as per Section 204 of the Act, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), for the financial year ending 31^st March 2024.

9) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Annexed to this Report as Annexure 1.

10) Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements prescribed by SEBI. The Company also follows several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the LODR forms an integral part of this Report as Annexure 2. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is also attached to the report on Corporate Governance.

11) Corporate Social Responsibility (CSR)

The Company has earned a net profit of ''1681.07 lakhs during the Financial Year ended 31^st March 2023, computed as per section 198 of the Act. Hence, provisions relating to Corporate Social responsibility as specified under section 135 of the Act will be applicable to the Company from the Financial Year 2023-24. The Company has already constituted its CSR Committee in accordance with Section 135 of the Act read with Companies (CSR Policy) Rules, 2014 and the amendments thereto and formulated a CSR Policy which is available on the website of the Company at https://www.raishreesugars.com/policies/

The Company''s average net loss, as per the said Section for last three financial years (2022-23, 2021-22 & 2020-21) is ''235.74 lakhs. Hence, the company is not required to spent any amount on CSR during the financial year 2023-24.

12) Details of Directors or Key Managerial Personnel Appointed / Resigned

Details of re-appointment and cessation of a Director / Key Managerial Personnel during the year are furnished below:

Name	Designation	Appointment / Reappointment / Resignation	Effective from
Mr. Sheilendra Bhansali	Independent Director	Re-appointment	10^th July 2022
Mr. R. Varadarajan	Whole-time Director	Re-appointment on retirement by rotation at the 36th Annual General Meeting	28^th September 2022
Mr. S. Krishnaswami	Independent Director	Re-appointment	30^th September 2022
Dr.P.Surulinarayanasami	Non-Executive Non-Independent Director	Vacation of office under section 167(1)(a)	31^st October 2022

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors has reappointed Mr. R.Varadarajan (DIN 00001738) as Wholetime Director of the company whose tenure of appointment expired on 4^th June 2023, for a further term of three consecutive years from 5^th June 2023 and fixed his remunuration, subject to approval of the members.

The (NRC) and the Board of Directors have recommended the said reappointment. Necessary resolution for the approval of the members by way of Special Resolution will be placed at the ensuing AGM.

13) Board Evaluation

Pursuant to the provisions of the Act and LODR the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

The NRC has carried out annual evaluation of the Directors individually. The Independent Directors at their separate meeting has also carried out annual performance evaluation of the non-independent Directors (including Chairperson of the Company) and Board as a whole.

The performance evaluation has been carried out as per the criteria laid down by NRC.

14) Number of Board meetings

During the year, 4(Four) Board Meetings were convened and held, the details of which, including attendance of directors, are given in the Corporate Governance Report.

15) Declaration given by Independent Directors

The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Act and LODR.

16) Whistle Blower Policy (''Vigil Mechanism'')

The Board has established a Vigil Mechanism, as required under the LODR, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company''s code of conduct or ethics policy.

This mechanism also provides for adequate safeguard against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company www.raishreesugars.com/policies/

17) Particulars of Loans, Guarantees or Investments under Section 186

The Company has not given/ made any loan, guarantee or investment in terms of Section 186 of the Act, during the year under review.

18) Anti-Sexual Harassment Policy

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".

During the calendar year ended 31^st December 2022, no complaint was received under the act. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the said act.

19) Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material contracts / arrangements / transactions with related parties during the year.

20) Material Changes & Commitments between end of financial year and this Report

There were no material changes that took place between the end of the financial year and this report.

21) Managerial Remuneration

The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 3).

22) Remuneration Policy

The Board has, on the recommendation of NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and to fix/ revise their remuneration.

The salient features of the policy are furnished hereunder:

The Nomination & Remuneration Policy (NR Policy) was framed in terms of the provisions of the Act and LODR for appointment and remuneration of Directors, KMP and Senior Management. The objective and purpose of this policy are to ensure that (1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully (2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks and (3) remuneration to directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The policy empowers and regulates the NRC by providing detailed roles. The policy also provides detailed regulation for appointment and remuneration of Wholetime / Managing Director, KMP, and Senior Management Personnel.

The said policy is available in the Company''s website www.raishreesugars.com/policies/

23) Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

24) Internal control systems and their adequacy

The Company has internal control systems which is commensurate with its size, nature and volume of operations.

25) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock Option Plan 2012

A detailed report as required under SEBI(Share based Employee Benefits & Sweat Equity) Regulations, 2021 on the "RSCL Employees Stock Option Plan 2012" forms part of this report, as Annexure 4.

26) Secretarial Audit

The Board has appointed Mr.G.Soundarrajan (Membership No.13993; Peer Review Certificate No.; 2101/2022; CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Act. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks, except stated in this report below.

27) Annual Return

In terms of Section 92(3) of the Act, read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 filed for the financial year ended 31^st March 2022 has been placed on the website of the Company under link https://www.rajshreesugars.com/annual-return-mgt-7.

28) Transfer of Amounts to Investor Education and Protection Fund (IEPF)

No dividend is pending to be transferred to IEPF pursuant to the provisions of Section 124(5) of the Act, except unpaid dividend of '' 39,729/- for the financial year 2009-10, which are kept pending transfer due to prohibition as per court orders.

Pursuant to the provisions of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28^th August 2017 on the website of the Company (www.raishreesugars.com). and also on the website of Ministry of Corporate Affairs.

The company has also transferred the equity shares of the shareholders who have not claimed dividend for the 7 years continuously, to the credit of IEPF in Form IEPF-4 on 6^th December 2017. The shareholder may claim the said shares and dividend by following the procedures laid down in the website of IEPF Authority, viz. https://www.iepf.gov.in/IEPF/refund.html.

29) Directors'' Responsibility Statement

In terms of clause (c) of sub-section (3) of Section 134 of the Act, the Directors state that:

i) in the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures; if any;

ii) accounting policies as selected have been applied consistently and the judgments made and estimates were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for the year under review.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts / financial statements have been prepared on a going concern basis.

v) internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) a proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30) Explanation for the observation of the auditors

The Statutory Auditors and the Secretarial Auditor have made observations in their reports viz., Dr.P.Surulinarayanasami, Non-Executive Non-Independent Director of the Company is disqualified under Section 164(2)(a) of the Act from being appointed as a Director. In this regard, this is to inform that a Company Essram Holdings Private Limited (CIN:U67190TN2019PTC128787), in which Dr.Surulinarayanasami is recorded as Managing Director has not filed its Financial Statements or Annual Returns for three consecutive financial years from 2019-20 till 2021-22. This invites the provisions of Section 164(2)(a) and Section 167(1)(a) of the Act. Under the provisions of these Sections the office of Dr.Surulinarayanasami as Director in the Company became vacant with effect from 31^st October 2022, the due date on which Essram Holdings has defaulted in filing the financial statement for the financial year ended 31^st March 2022.

31) Code of Conduct

Directors, KMP and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Wholetime Director, as required under LODR forms part of Corporate Governance Report.

The code is available in the website of the company www.raishreesugars.com/Code-of-conduct-fair-disclosure

32) Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

The code is available in the website of the Company www.raishreesugars.com/Code-of-conduct-fair-disclosure

33) Risk Management Policy

The Company has formulated a Risk Management Policy as required under LODR. The Company has also formulated a specific policy viz., ''Forex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Management''.

The Board perceives the risk of recurring lower sugar recovery as compared to minimum recovery for which the state is to pay the Fair remunerative price. Lower capacity utilization is also a concern.

The Tamil Nadu Industry has also the option of producing Ethanol. The Tamil Nadu Government has issued an Ethanol Blending Policy 2023 to attract investments in molasses/grain-based ethanol programme to make the state self-sufficient in meeting the estimated annual requirement of 130 crore litres. However, the State has the limited scope as still availability of molasses is limited.

The details about the risks being faced by the Company are furnished in the ''Management Discussion & Analysis Report'' (Annexure 6).

34) Significant & material orders passed by regulator or courts or tribunals impacting going concern status and companies operations in future

There have been no significant and material orders passed by any Regulator / Court / Tribunal impacting the going concern status and company''s operations in future.

35) Compliance with Secretarial Standards

The company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved as such by the Central Government, as per the provisions of the Act.

36) Acknowledgement

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower her blessings for the continued prosperity of the Company.

Mar 31, 2018

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the company and the audited financial statements for the year ended 31st March 2018.

Rs. in lakhs

1) Financial Highlights	2017-18	2016-17
Total Income	56,402.02	69,840.41
Profit before Finance Costs, Depreciation and exceptional items	3,631.46	14,401.24
Less: Finance Costs	6,008.78	7,200.69
Depreciation	2,530.57	2,613.88
Exceptional items (From Sale of Investment in Subsidiary)	(2,201.20)	--
Profit / (Loss) from ordinary activities before Tax	(2,706.69)	4,586.67
Tax Expenses	1,448.91	1,582.01
Profit / (Loss) after Tax	(1,257.78)	3,004.66
Other comprehensive income, net of income tax	32.46	(16.13)
Total comprehensive income for the period	(1,225.32)	2,988.53
Basic / Diluted earnings per share of Rs. 10/- each, before / after extraordinary items	(4.47)	10.76

2) Dividend

In view of the adverse financial results, your Directors have not recommended payment of dividend for the year 2017-18.

3) The Indian Accounting Standards (Ind As)

The Indian Accounting Standards prescribed under Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards)(Amendment) Rules, 2016 are applicable to your company with effect from 1.4.2017 with a transition date of 1.4.2016. Your company has accordingly prepared the financial statements for the financial year ended 31.3.2018 by following the Ind-AS. The financial results for the financial year 2016-2017 are adjusted/ reconciled in accordance with Ind-AS.

4) Financial Performance

Your Company earned an income of Rs. 56,402.02 lakhs in the year 2017-18 as against Rs. 69,840.41 lakhs during the previous year. The Company has incurred a net loss of Rs. 1,225.32 lakhs as against the net profit of Rs. 2,988.53 lakhs earned during the previous year.

5) Optional Performance

a) Sugar Division

The key operational data of our sugar division for the year 2017-18 are as follows:

Particulars

2017-18

2016-17

Sugarcane crushed (Tons)

Recovery %

Sugar Produced (Tons)

Sugar Sold (Tons) - Domestic

7,56,525

8.84

66,859

1,16,362

17,91,793

9.16

1,64,118

1,40,409

The sugarcane crushing has dropped by 58% due to severe drought in the state of Tamilnadu during the last four years.

b) Cogeneration Division

During the year under review, the total power generated by all our Units was 1,052 lakh units as against 2,182 lakh units in the previous year. The company exported 638 lakh units during the year as against 1,417 lakh units in the previous year. Lower availability of cane has a cascading effect on the generation and export of power.

The Company has not received any carbon credits during the year.

c) Distillery Division

The distillery plant at Unit III has produced 192.03 lakh litres of Alcohol in 2017-18 as against 220.27 lakh litres of Alcohol in the previous year and sold 188.60 lakh litres of alcohol as against 216.98 lakh litres of alcohol in the previous year.

The Distillery plant at Unit I was not in operation since April 2014 due to non-availability of adequate molasses.

6) Default in the payment to the lenders

The Company is not in a position to make the payment of interest and principal (dues for March-April 2018) to the banks, due to poor financial performance.

The Companyâs financial position is stressed because of the lower availability of sugarcane in our mills caused due to severe drought in the state of Tamilnadu over the last 4 years. It may be noted that the sugar mills in Tamilnadu are working at around 25% of their installed capacity and the State is estimated to produce less than 6 lakh tons of sugar against its normal average of around 20 lakh tons per season.

The lower availability of sugarcane had a cascading effect on the cogeneration and industrial alcohol business of the Company, which has also resulted in the reduction of cash inflows.

The cash flows of the Company will become stable once the cane availability improves, which could happen during the new sugar season starting from November 2018 on the back of an expected normal monsoon.

The Company is also in discussion with the lenders for a resolution plan for restructuring its debt to align it with the projected cashflows.

7) Future Outlook

Sugarcane crushing for the year 2018-19 is likely to be marginally higher than for the year 2017-18 on account of better monsoon prospects.

8) Allotment

The Company has issued and allotted 980 equity shares of Rs. 10/- as per exercise of Employee Stock Options by the employees in accordance with Employee Stock Option Plan (ESOP)- 2012 of the Company.

9) Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

10) Auditors

Statutory Auditors : The shareholders, at the 30th Annual General Meeting held on 29th September 2016, have appointed M/s.S.Krishnamoorthy & Co., Chartered Accountants as Statutory Auditors for a term of five financial years from 2016-17 to 2020-21, who will hold office up to the conclusion of the 35th AGM to be held in the year 2021, subject to ratification of appointment by the shareholders at every AGM. However, as per the Companies (Amendment) Act, 2018 the requirement of ratification has been done away with, with effect from 7th May 2018. Hence, necessary resolution for modifying the resolution passed at the 30th AGM held on 29th September 2016, will be placed at the ensuing AGM for approval of the shareholders. M/s.S.Krishnamoorthy & Co., Chartered Accountants, the present auditors of the company, have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.

Cost Auditors: In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, the products manufactured by the company viz. Sugar, Industrial Alcohol and Cogeneration of Power are covered under the ambit of mandatory cost audits. As per the recommendation of the Audit Committee, the Board of Directors had appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2018-19 and fixed their remuneration. The necessary resolutions will be placed before the ensuing Annual General Meeting for ratification of remuneration as per Section 148(3) of the Companies Act, 2013.

11) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Annexed herewith as Annexure 1.

12) Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

13) Details of Directors or Key Managerial Personnel Appointed / Resigned

Key Managerial Personnel appointed / resigned during the year is furnished below:

Name	Designation	Appointment / reappointment / Resignation	Effective from
Dr.P.Surulinarayanasami	Non-Independent Non-Executive Director	Retired by rotation and Reappointed	From 28th August 2017, liable to retire by rotation
Ms.Rajshree Pathy	Chairperson	Resigned as Managing Director and continues to be Chairperson and non-executive Director of the Board	From 30th June 2017
Mr.Aditya Krishna Pathy	Managing Director	Appointed as an Additional Director from 29th May 2017 and Managing Director from 30th June 2017	From 30th June 2017, liable to retire by rotation
Mr.Sheilendra Bhansali	Independent Director	Appointment	From 10th July 2017 for five years upto 9th July 2022
Mr.Raja M.J.Abdeen	Non-Independent Non-Executive Director	To be retired at the ensuing Annual General Meeting and being eligible offers himself for reappointment.	NA

14) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The performance evaluation has been carried out as per the policy laid down by the Nomination and Remuneration Committee.

15) Number of Board meetings

During the year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

16) Declaration given by Independent Directors

The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Companies Act 2013 & SEBI (LODR) Regulations, 2015.

17) Whistle Blower Policy (âVigil Mechanismâ)

The Board has established a Vigil Mechanism, as required under the SEBI (LODR) Regulations, 2015, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the companyâs code of conduct or ethics policy.

The said Policy is available on the website of the Company www.rajshreesugars.com.

18) Particulars of Loans, Guarantees or Investments under Section 186

The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013 during the year under review.

19) Sexual Harassment

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.

During the calendar year ended 31st December 2017, no complaint was received under the policy.

20) Related Party Transactions

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There were no material contracts / arrangements / transactions with related parties during the year.

21) Material Changes & Commitments between end of financial year and this Report

There have been no other material changes & commitments between end of financial year and this report.

22) Managerial Remuneration

23) Remuneration Policy

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management to fix their remuneration. The salient features of the policy are furnished hereunder:

The Nomination & Remuneration Policy (NR Policy) of the Company was formed in terms of the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations for nomination and remuneration of Directors, Key Managerial Personnel and Senior Management. The objectives of the policy inter alia are (1) to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (2) to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons (3) create competitive advantage of the Company and (4) to harmonize the aspirations of human resources consistent with the goals of the Company.

The policy empowers and regulates the Nomination & Remuneration Committee by providing detailed roles, guideline and duties. The policy also provides detailed regulation for appointment and remuneration of Wholetime / Managing Director and KMP. As per the policy the remuneration / compensation / commission etc. to the Directors including Managing / Wholetime Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/commission etc., shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

The policy also provides for payment of remuneration by way of profit related commission to the Non-executive Directors of the Company, as per the provisions of the Companies Act, 2013.

The complete version of the policy is available at the Companyâs website www.rajshreesugars.com under Investor information / policies.

24) Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

25) Internal control systems and their adequacy

The Company has internal control systems which is commensurate with its size, nature and volume of operations.

26) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock Option Plan 2012

The details of Stock Options granted during the financial year ended as on 31st March 2018 and other particulars under the âRSCL Employees Stock Option Plan 2012â form part of this report, as Annexure 4.

27) Secretarial Audit

The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks.

28) Extract of Annual Return

The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure 6.

29) Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the IEPF. No dividend is pending as on date for transfer to the IEPF except unpaid dividend of Rs. 39,729/- for the financial year 2009-10, which are kept pending transfer due to prohibition as per court orders.

Pursuant to the provisions of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th August 2017 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), and also on the website of Ministry of Corporate Affairs.

The company has also transferred the equity shares of the shareholders who have not claimed dividend for the 7 years continuously, to the credit of IEPF in Form IEPF-4 on 18th December 2017. The shareholder may claim the said shares and dividend by following the procedures laid down in the website of IEPF Authority viz., http://www.iepf.gov.in/IEPFA/refund.html

30) Directorsâ Responsibility Statement

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures; if any;

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 at the end of the financial year and of the profit / loss, if any of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts / financial statements, on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

31) Code of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Managing Director, as required under SEBI (LODR) Regulations 2015 forms part of Corporate Governance Report.

The Code of Conduct is available on the Companyâs website www.rajshreesugars.com

32) Prevention of Insider Trading

33) Risk Management Policy

The Company has formulated a Risk Management Policy as required under SEBI (LODR) Regulations 2015. The Company has also formulated a specific policy viz., âForex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Managementâ, which is also in effect.

At present the Board has not identified any element of risk which may threaten the existence of the company. However, the details about the risks being faced by the Company are furnished in the âManagement Discussion & Analysis Reportâ (Annexure 7).

34) Significant & material orders passed by regulator or courts or tribunals impacting going concern status and companies operations in future

There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.

35) Acknowledgement

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

R VARADARAJAN ADITYA KRISHNA PATHY

Place : Coimbatore Whole time Director Managing Director

Date : 14 May 2018 DIN 00001738 DIN 00062224

Mar 31, 2016

BOARD''S REPORT

The Directors have pleasure in presenting the 30^th Annual Report on the business and operations of the company and the audited financial statements for the year ended 31^st March 2016

Rs. in lakhs

	2015-16	2014-15
1) FINANCIAL HIGHLIGHTS
Total Income	57,428.49	58,356.91
Profit before Finance Costs, Depreciation	4,238.04	1,807.36
and exceptional items
Less: Finance Costs	6,476.49	6,473.96
Depreciation	2,598.49	2,968.48
Exceptional items	(2,762.42)	_--
Profit / (Loss) before Tax	(2,074.52)	(7,635.08)
Deferred Tax Liability / (Asset) provided	(641.02)	(2,359.24)
Profit / (Loss) after Tax	(1,433.49)	(5,275.84)
Basic / Diluted Earnings Per Share of Rs. 10/- each	(5.98)	(22.18)
before / after extraordinary items
Diluted Earnings Per Share of Rs. 10/- each	(5.09)	(22.18)
before / after extraordinary items (after considering allotment
of 31,95,000 equity shares)

2) DIVIDEND

The Board of Directors has not recommended any dividend for the year ended 31st March 2016.

3) FINANCIAL PERFORMANCE

Your Company earned an income of Rs.57,428.49 lakhs in the year 2015-16 as against Rs.58,356.91 lakhs during the previous year. The Company has incurred a net loss of Rs.1,433.49 lakhs as against the net loss of Rs. 5,275.84 lakhs incurred during the previous year.

Tamil Nadu Electricity Regulatory Commission (TNERC) passed an order during the year re-fixing power tariff for the Surplus Power evacuated to TANGEDCO grid. The Company has accounted an additional revenue to the tune of Rs.20.22 Crores for the financial year 2015-16.

4) OPERATIONAL PERFORMANCE

a) Sugar Division

The sugarcane crushing in the financial year 2015-16 has increased substantially (12.43%) over the previous financial year on account of adequate sugarcane planting in the command area. The average recovery of sugar was 8.98% as against 9.14% in the previous year.

The Company produced 1.60 lakh tons of sugar as against 1.45 lakh tons in the previous year. The Company sold 1.69 lakh tons (including exports) as against 1.49 lakh tons in the previous year.

The key operational data of our sugar division for the year 2015-16 are as follows:

Sugar Division - at a glance	2015-16	2014-15
Sugarcane crushed (Tons)	1,781,191	1,584,231
Recovery %	8.98	9.14
Sugar Produced (Tons)	159,977	144,789
Sugar Sold (Tons)
- Domestic (including Levy)	151,166	138,959
- Exports	18,040	10,000

b) Cogeneration Division

The operations of cogeneration division across all the Units were satisfactory. During the year under review, the total power generated by all our Units was 2,224 lakh units as against 1,918 lakh units in the previous year. The company exported 1,477 lakh units during the year as against 1,252 lakh units in the previous year.

The Company has not received any units of carbon credits during the year ended 31^st March 2016, as against 73,568 units in the previous year.

c) Distillery Division

The distillery plant at Unit III has produced 200.15 lakh litres of Alcohol in 2015-16 as against 193.82 lakh litres of Alcohol in the previous year and sold 188.40 lakh litres of alcohol as against 193.68 lakh litres of alcohol in the previous year.

The Distillery plant at Unit I was not operational during the year under review due to non-availability of adequate molasses.

d) Operations of subsidiary Company, M/s Trident Sugars Limited

Your wholly owned subsidiary Company, Trident Sugars Limited, has crushed 3.40 lakh tons of sugarcane during the financial year 2015-16 as against 5.04 lakh tons in the previous year. The company produced 37,439 tons of sugar and sold 53,867 tons of sugar during the financial year as against 55,334 tons of production and 47,973 tons of sales in the previous year. The lower production was on account of severe drought in the region.

In terms of the CDR Scheme, sale of the wholly owned subsidiary of the Company, having sugar plant in Telangana, is being considered.

5) ACCOUNTS OF SUBSIDIARY

As per sub-section 3 of Section 129 of the Companies Act 2013, the consolidated financial statements are also being given in addition to the standalone financial statements of the Company. The financial statements of the subsidiary will however be made available to those members who request the same. A separate statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1 is furnished in the notes to consolidated financial statements.

6) FUTURE OUTLOOK

Sugarcane crushing for the year 2016-17 is likely to be marginally lower than the crushing for the year 2015-16 on account of lower cane planting.

Your company expects that sugar prices to increase in the next financial year on account of drop in the overall sugar production in the country. Increasing trend of sugar prices is expected to support the company''s financials and cash flow.

7) FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

8) AUDITORS

M/s.Srikishen & Co., Chartered Accountants, the present auditors of the company, retires at the ensuing Annual General Meeting and proposed for reappointment. They have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.

As the transition period under Companies Act, 2013, for rotation of the auditor expires on 31^st March 2017, it is also proposed to appoint M/s.S.Krishnamoorthy & Co., Chartered Accountants as Statutory Auditors of the company to hold office from the conclusion of 30^th Annual General Meeting till the conclusion of 35^th Annual General Meeting. They have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.

9) MISAPPROPRIATION AT FACTORY

There had been a fraud perpetrated in Unit III, Gingee by a few employees working as weighment clerks with the connivance of cane yard receptionist, Cane Assistant and the help of some cane farmers. Investigation revealed that bogus weighment of incoming cane was recorded and passed on as genuine transactions for processing of payment to a specific group of farmers. The money so defrauded was shared amongst all these perpetrators.

Initial enquiry by factory authorities revealed that the total amount so defrauded may be approximately Rs.78 lakhs. FIR has been registered against the perpetrators and the police department is investigating the case. At present, Rs.6,14,900/- has been recovered from the accused.

10) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Annexed herewith as Annexure 1.

11) CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

12) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED.

The following table shows the Directors or Key Managerial Personnel appointed / resigned during the year.

Name	Designation	Appointment / reappointment / Resignation	Effective from
Mr.Raja M.J.Abdeen	Director	Reappointment	From 10^th August 2015, liable to retire by rotation
Mr.V.B.Gopal Krishnan	Chief Financial Officer	Appointment	11^th August 2015
Mr.A.Sathyamurthy	Chief Financial Officer	Resignation	10^th August 2015

13) BOARD EVALUATION

Pursuant to the provisions of the companies Act, 2013 and SEBI Listing Regulation the Board has carried out an annual performance evaluation of its own performance, the directions individually as well as the evaluation of the working of its committees the performance evaluation has been carried out as per the policy laid down by the Nomination and Remuneration committee.

14) NUMBER OF MEETINGS

During the year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

15) DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Companies Act 2013 & Listing Regulations.

16) WHISTLE BLOWER POLICY (''VIGIL MECHANISM'')

The Board has established a Vigil Mechanism, as required under the Listing Regulations, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company''s code of conduct or ethics policy.

This mechanism also provides for adequate safeguard against victimization of director(s) /employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The said Policy is available in the website of the Company www.rajshreesugars.com

17) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013 except investment in a wholly owned subsidiary Company viz., Trident Sugars Limited. Please refer Note Nos. J & O to financial statements.

18) SEXUAL HARASSMENT

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.

During the financial year 2015-16, no complaint was received under the policy.

19) RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on arm''s length basis and in the ordinary course of the business. There were no material contracts / arrangements / transactions with related parties during the year.

20) MATERIAL CHANGES & COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND THIS REPORT

Preferential issue of equity shares: In terms of the CDR Scheme, the funds brought-in by the promoters as contribution has been fully converted into 43,75,000 equity shares of Rs.28/- each (including a premium of Rs.18/- each.)

There have been no other material changes & commitments between end of financial year and this report.

21) MANAGERIAL REMUNERATION

22) INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems which is commensurate with its nature and volume of operations, which are being further strengthened.

24) RAJSHREE SUGARS & CHEMICALS LIMITED (RSCL) EMPLOYEES STOCK OPTION PLAN 2012

The details of Stock Options granted during the financial year ended as on 31^st March 2016 and other particulars under the âRSCL Employees Stock Option Plan 2012â form part of this report, as Annexure 4.

25) SECRETARIAL AUDIT

The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks.

26) EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure 6.

27) NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of the Directors and recommended to the Board a policy for appointment and remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination & Remuneration Policy is furnished as Annexure 7.

28) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 10^th August 2015 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), and also on the website of Ministry of Corporate Affairs.

29) DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

iv) The directors have prepared the annual accounts / financial statements, on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

30) CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Managing Director, as required under SEBI Listing Regulations forms part of Corporate Governance Report.

The Code of Conduct is available on the Company''s website www.rajshreesugars.com

31) PREVENTION OF INSIDER TRADING

32) RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy as required under SEBI Listing Regulations. The Company has also formulated a specific policy viz., ''Forex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Management'', which is also in effect.

At present the Board has not identified any element of risk which may threaten the existence of the company. However the details about the risks being faced by the Company is furnished in the ''Management Discussion & Analysis Report'' (Annexure 8).

33) SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.

34) ACKNOWLEDGMENT

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

RAJSHREE PATHY

^{Place : Coimbatore} Chairperson and Managing Director

Date : 28th May 2016 DIN 00001614

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the company and the audited financial statements for the year ended 31st March 2015.

Rs. in lakhs 2014-15 2013-14 FINANCIAL HIGHLIGHTS

Total Income 58,356.91 83,598.47

Profit before Finance Costs, Depreciation 1,807.36 7,013.68 and exceptional items

Less: Finance Costs 6,473.96 7,343.70

Depreciation 2,968.48 3,530.47

Exceptional items -- --

Extraordinary items -- --

Profit / (Loss) before Tax (7,635.08) (3,860.49)

Deferred Tax Liability / (Asset) provided (2,359.24) (1,192.89)

Profit / (Loss) after Tax (5,275.84) (2,667.60)

Basic / Diluted Earnings Per Share of Rs. 10/- each before (22.18) (11.21)

extraordinary items

Basic / Diluted Earnings Per Share of Rs. 10/- each after (22.18) (11.21)

extraordinary items

DIVIDEND

The Board of Directors has not recommended any dividend for the year ended 31st March 2015.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs. 58,356.91 lakhs in the year 2014-15 as against Rs. 83,598.47 lakhs during the previous year. The Company has incurred a net loss of Rs. 5,275.84 lakhs as against the net loss of Rs. 2,667.60 lakhs incurred during the previous year.

OPERATIONAL PERFORMANCE

Sugar Division

The inadequate rainfall in the command area of the factories and the low sugar prices during the previous season led to reduction in sugarcane crushing in 2014-15. The average recovery of sugar was 9.14% as against 9% in the previous year.

The Company produced 1.45 lakh tons of sugar as against 2.22 lakh tons in the previous year. The Company sold 1.49 lakh tons (including exports) as against 2.24 lakh tons in the previous year.

The key operational data of our sugar division for the year 2014-15 are as follows :

Sugar Division - at a glance 2014-15 2013-14

Sugarcane crushed (Tons) 1,584,231 2,466,747

Recovery % 9.14 9.00

Sugar Produced (Tons) 144,789 222,035

Sugar Sold (Tons)

- Domestic (including Levy) 138,959 224,095

- Exports 10,000 --

Cogeneration Division

The operations of cogeneration division across all the Units were satisfactory. During the year under review, the total power generated by all our Units was 1,918 lakh units as against 2,672 lakh units in the previous year on the back of lower cane crushed. The company exported 1,252 lakh units during the year as against 1,643 lakh units in the previous year.

The Company has received 73,568 units of carbon credits during the year ended 31st March 2015 which has been accounted during the year under review.

Distillery Division

The distillery units located at Unit I and III have produced 193.82 lakh litres of Alcohol in 2014-15 as against 271.61 lakh litres of Alcohol in the previous year and sold 193.68 lakh litres of alcohol as against 268.56 lakh litres of alcohol in the previous year.

Operations of subsidiary company Trident Sugars Limited

Your wholly owned subsidiary Company, Trident Sugars Limited, has crushed 5.04 lakh tons of sugarcane during the financial year 2014-15 as against 3.80 lakh tons in the previous year. The company produced 55,334 tons of sugar and sold 47,973 tons of sugar during the financial year as against 41,243 tons of production and 30,551 tons of sales in the previous year.

Accounts of Subsidiary

As per sub-section 3 of Section 129 of the Companies Act 2013, the consolidated financial statements are also being given in addition to the standalone financial statements of the Company. The financial statements of the subsidiary will however be made available to those members who request the same. A separate statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1 is annexed with this report as Annexure 8.

FUTURE OUTLOOK

Sugarcane crushing for the year 2015-16 is likely to be marginally higher than the crushing for the year 2014-15 on account of increase in planting in our command area.

Falling trend of domestic sugar prices and the disconnect between sugarcane and sugar price continue to pose a great challenge to your company''s financials and cash flow.

Your company earnestly hopes that both Central and State Governments would intervene with measures to remove surplus sugar from the system and support sugar prices to help the industry recover economical viability. Notwithstanding the above, your company is committed to working towards better crop management and improving operational efficiencies.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

The earlier deposits (accepted as per the provisions of previous Companies Act 1956) outstanding as on 31st March 2014, amounting to Rs. 142.66 lakhs together with interest has been repaid in full within the stipulated period i.e. before 31st March 2015, as required under Section 74 of the Companies Act, 2013

AUDITORS

M/s.Srikishen & Co, Chartered Accountants, the present auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Annexed herewith as Annexure 1 CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR

The following table shows the Directors and Key Managerial Personnel appointed / resigned during the year.

Name Designation Appointment- reappointment

Ms.Rajshree Pathy Managing Director Reappointment

Mr.R.Varadarajan Wholetime Director Reappointment

Mr. G.R. Karthikeyan Independent Director Appointment

Mr. R.C.H. Reddy

Mr. G.S.V. SubbaRao

Dr. K. Mohan Naidu

Dr. P. Surulinarayanasami Director Reappointment

Mr. Raja M.J.Abdeen Director Seeking reappointment

Name Effective from

Ms.RajshreePathy 3 years from 16.3.2015

Mr.R.Varadarajan 3 years from 5.6.2014

Mr. G.R. Karthikeyan From 8.9.2014 upto the expiry of Mr. R.C.H. Reddy 3 years or the date of 31st Annual General Mr. G.S.V. SubbaRao Meeting, whichever is earlier. Dr. K. Mohan Naidu

Dr. P. Surulinarayanasami From 8.9.2014, liable to retire by rotation

Mr. Raja M.J.Abdeen At the ensuing AGM, liable to retire by rotation

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013, the statement containing the manner in which the formal annual evaluation made by the Board of its own performance, the directors individually and its various committees, is furnished hereunder:

a) Each Director has been furnished with a grade score sheet of other Directors, in which the Director has to fill the grade score between 1 and 5, 1 being lowest and 5 being highest.

b) The average grade score has been arrived thereafter and expressed as a percentage. Range of such percentage was then appropriately summarized as "Below Average, Average, Good, Very Good and Excellent".

The Board and its Committees have been evaluated in the same manner.

NUMBER OF MEETINGS

During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Companies Act 2013,on their appointments as Independent Directors.

WHISTLE BLOWER POLICY (''VIGIL MECHANISM'')

As per Clause 49 (II) (F) of the Listing Agreement, the Board has established a Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company''s code of conduct or ethics policy.

This mechanism also provides for adequate safeguards against victimization of director(s) /employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The copy of Whistle Blower Policy is uploaded in the website of the Company www.rajshreesugars.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013 except investment in a wholly owned subsidiary Company, viz., Trident Sugars Limited. Please refer Notes J & O to financial statements.

SEXUAL HARASSMENT

There has been no compliant received on Sexual Harassment, during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There were no material contracts/arrangements/transactions with related parties during the year. Hence the requirement to furnish Form AOC-2 does not arise.

MATERIAL CHANGES & COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND THIS REPORT.

There have been no material changes & commitments between end of financial year and this report.

MANAGERIAL REMUNERATION AND EMPLOYEE PARTICULARS

The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 7).

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems which is commensurate with its nature and volume of operations.

RAJSHREE SUGARS & CHEMICALS LIMITED (RSCL) EMPLOYEES STOCK OPTION PLAN 2012

The details of Stock Options granted during the financial year ended as on 31st March, 2015 and other particulars under the "RSCL Employee Stock Option Plan 2012" form part of this report, as Annexure 3.

SECRETARIAL AUDIT

The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The Secretarial Audit report is annexed herewith as Annexure 4. The report does not contain any qualification, reservation or adverse remarks.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure 5.

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of the Directors and recommended to the Board a policy for appointment and remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination & Remuneration Policy is furnished as Annexure 6.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 8th September 2014 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), as also on the website of Ministry of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the 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 at the end of the financial year and of the loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts / financial statements, on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all designated employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.rajshreesugars.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy as required under clause 49 (VI) of the Listing Agreement. The Company has also formulated a specific policy viz., ''Forex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Management'', which is also in effect.

At present the Board has not identified any element of risk which may threaten the existence of the company. However, the details about the risks being faced by the Company is furnished in the ''Management Discussion & Analysis Report'' (Annexure 9).

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and on behalf of the Board

Place : Coimbatore RAJSHREE PATHY Date : 27th May 2015 Chairperson and Managing Director

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 28th Annual Report with the audited financial statements for the year ended 31st March 2014.

Rs. in lakhs

2013-14 2012-13

FINANCIAL HIGHLIGHTS

Total Income 83,598.47 84,714.91

Profit before Finance Costs, Depreciation and exceptional items 7,013.68 12,500.06

Less: Finance Costs 7,343.70 7,909.08 Depreciation 3,530.47 3,415.50 Exceptional items - 0.61 Extraordinary items - -

Profit / (Loss) before Tax (3,860.49) 1,174.88

Current Tax - 235.45

Less: MAT credit entitlement - 235.45

Deferred Tax Liability / (Asset) provided (1,192.89) 146.35

Income tax of prior years - -

Profit / (Loss) after Tax (2,667.60) 1,028.52

Basic Earnings Per Share of Rs.10/- each before extraordinary items (11.21) 4.32

Diluted Earnings Per Share of Rs.10/- each before extraordinary items (11.21) 4.12

Basic Earnings Per Share of Rs.10/- each after extraordinary items (11.21) 4.32

Diluted Earnings Per Share of Rs.10/- each after extraordinary items (11.21) 4.12

DIVIDEND

The Board of Directors has not recommended any dividend for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs. 83,598.47 lakhs in the year 2013-14 as against Rs. 84,714.91 lakhs during the previous year. The Company has incurred a net loss of Rs. 2,667.60 lakhs as against the net profit of Rs. 1,028.52 lakhs earned during the previous year.

OPERATIONAL PERFORMANCE

Sugar Division

The inadequate rainfall in the command area of the factories and the low sugar prices during the previous season led to reduction in sugarcane crushing in 2013-14. The average recovery of sugar was at 9% as against 9.16% in the previous year.

The Company produced 2.22 lakh tons of sugar as against 2.60 lakh tons in the previous year. The Company sold 2.24 lakh tons of sugar as against 2.37 lakh tons (including exports) in the previous year.

The key operational data of our sugar division for the year 2013-14 are as follows :

Sugar Division - at a glance 2013-14 2012-13

Sugarcane crushed (Tons) 2,466,747 2,837,376

Recovery % 9.00 9.16

Sugar Produced (Tons) 222,035 259,981

Sugar Produced from Raw Sugar (Tons) - 5,060

Total Sugar Produced (Tons) 222,035 265,041

Sugar Sold (Tons)

-Domestic (including Levy) 224,095 178,431

-Exports - 58,425

Cogeneration Division

The operations of cogeneration division across all the Units were satisfactory. During the year under review, the total power generated by all our Units was 2,672 lakh units as against 3,103 lakh units. The company exported 1,643 lakh units as against 1,975 lakh units in the previous year.

The Company has received 77,860 units of carbon credits during the year which has been accounted during the year under review.

Distillery Division

The distillery units located at Unit I and III has produced 271.61 lakh litres of Alcohol in 2012-13 as against 222.98 lakh litres of Alcohol in the previous year and sold 268.56 lakh litres of alcohol against 209.31 lakh litres of alcohol in the previous year.

OPERATIONS OF SUBSIDIARY COMPANIES

Trident Sugars Limited

Your wholly owned subsidiary Company, Trident Sugars Limited, has crushed 3.80 lakh tons of sugarcane during the financial year 2013-14 as against 4.25 lakh tons in the previous year. The company produced 41,243 tons of sugar and sold 30,551 tons of sugar during the financial year as against 40,373 tons of production and 35,473 tons of sales in the previous year.

Rajshree Power Private Limited

As a business strategy, M/s Rajshree Power Private Limited was incorporated on 12th August 2010 as a subsidiary Company, as per the approval of the Board at its meetings held on 17th May 2010 and 29th July 2010 for carrying on power/energy related businesses. There were procedural difficulties in implementing this business strategy and commencing business and hence the Board considered dropping of the said proposal and dissolution of the said subsidiary.

The Company, therefore, had its name struck off by the Registrar of Companies Tamilnadu, Coimbatore.

Accounts of Subsidiaries

In line with the procedure given by the Ministry of Corporate Affairs, the consolidated financial statements are also being given in addition to the standalone financial statements of the Company. The financial statements of the subsidiary will however be made available to those members who request for the same.

FUTURE OUTLOOK

Sugarcane crushing for the year 2014-15 is expected to be lower than the crushing for the year 2013-14 due to decrease in plantation of sugarcane in our command area. Prolonged drought and absence of alternate sources of water for irrigation in our command area have hit sugarcane planting very badly. However the company is hopeful of improving the sugarcane planting in our command area with our focussed cane extension activities.

The domestic sugar prices have already started showing signs of recovery in this financial year and it is expected that sugar prices would remain firm reflecting the demand - supply situation over the next twelve months.

DIRECTORS

Dr. P.Surulinarayanasami, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

M/s G.R. Karthikeyan, R.C.H.Reddy, Dr. K. Mohan Naidu and G.S.V.Subba Rao are being considered for appointment as Independent Directors.

M/s Aditya Krishna Pathy and B.Soundararajan, Directors, resigned during the year under review.

The Board places on record the valuable services rendered and guidance given by both M/s Aditya Krishna Pathy and

B.Soundararajan during their tenure as Directors of the company.

AUDITORS

M/s Srikishen & Co, Chartered Accountants, the present auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for reappointment. They have furnished necessary certificate in terms of Section 139(1) of the Companies Act 2013 read with Rules made thereunder.

COST AUDIT REPORTS FOR THE FINANCIAL YEAR ENDED 31.3.2013

Your company had filed the Cost Audit Reports with the Ministry of Corporate Affairs for its Sugar, Industrial Alcohol and Co-generation divisions for the financial year ended 31.3.2013 as detailed below:

Details of Year Due date Actual SRN No. Qualification Cost Auditor of filing date

M/s. S.Mahadeven 2012 30.9.2013 27.9.2013 S 22598486 NIL & Co -13

Cost Auditors Old No.158, New No.112 ''Sri Abhirami'' Dr.Radhakrishnan Road, Tatabad, Coimbatore 641012.

Mrs. Meena Ramji M.No.20783

CORPORATE DEBT RESTRUCTURING (CDR)

The Empowered Group of Corporate Debt Restructuring Cell on being approached by the Company and on the strength of the recommendations of the lenders led by the State Bank of India, have given approval for Corporate Debt Restructuring Scheme. In accordance therewith, a Master Restructuring Agreement was entered into with the CDR lenders on 27th March 2014.

The key features of the CDR Scheme are given in detail under Notes to Financial Statements forming part of this Annual Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules 1975, as amended, are given in Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 12th August 2013 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), as also on the website of Ministry of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of annual financial statements for the financial year ended 31.3.2014;

I. the applicable accounting standards have been followed;

II. they 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 at the end of the financial year and of the losses of the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

IV. the annual financial statements have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Particulars required to be furnished under sub section 1(e) of section 217 of the Companies Act, 1956 are also annexed to this report as Annexure 1.

CORPORATE GOVERNANCE

The Management discussion and analysis and the compliance of recommendations on corporate governance are annexed to this report as Annexure 2.

RSCL EMPLOYEES STOCK OPTION PLAN 2012

2,58,857 options have become eligible for vesting consequent to completion of one year from the date of grant of options.

Accordingly, the Compensation Committee of your company has vested 2,43,749 stock options to the employees as per the vesting terms. The remaining 15,108 stock options became un-exercisable and hence moved to the main pool.

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2014 under the "RSCL Employees Stock Option Plan 2012" form part of this report, as Annexure 3.

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

Place : Coimbatore RAJSHREE PATHY Date : 14th May 2014 Chairperson and Managing Director

Mar 31, 2013

The Directors have pleasure in presenting the 27th Annual Report with the audited financial statements for the year ended 31st March 2013.

Rs.in lakhs

2012-13 2011-12

FINANCIAL HIGHLIGHTS

Total Income 84,714.91 71,711.88

Profit before Finance Costs, Depreciation 12,500.06 10,022.69 and exceptional items

Less: Finance Costs 7,909.08 6,165.36

Depreciation 3,415.50 2,572.59

Exceptional items 0.61 1,477.65

Extraordinary items 25.00

Profit before Tax 1,174.88 (217.90)

Current Tax 235.45

Less: MAT credit entitlement 235.45

Deferred Tax Asset 146.35 (40.75)

Income tax of prior years

Profit after Tax 1,028.52 (177.15)

Basic Earnings Per Share of Rs.10/- each before extraordinary items 4.33 (0.64)

Basic Earnings Per Share of Rs.10/- each after extraordinary items 4.32 (0.74)

Diluted Earnings Per Share of Rs.10/- each after extraordinary items 4.12 (0.74)

(after considering allotment of 11,50,000 warrants)

DIVIDEND

The Board of Directors have not recommended any dividend for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs. 84,714.91 lakhs in the year 2012-13 as against Rs. 71,711.88 lakhs during the previous year. The Company has earned a net profit of Rs. 1,028.52 lakhs as against the net loss of Rs.177.15 lakhs during the previous year.

OPERATIONAL PERFORMANCE

Sugar Division

The sugarcane crushing in 2012-13 has increased substantially (17%) over the previous year on account of adequate sugarcane planting in the command area of the factories and as a consequence to our sustained efforts in the Research & Development and cane extension activities. The average recovery of sugar was at 9.16% as against 9.40% in the previous year.

The Company produced 2.60 lakh tons of sugar as against 2.28 lakh tons in the previous year, registering a 14% increase. The Company sold (including exports) 2.37 lakh tons as against 2.23 lakh tons in the previous year.

The key operational data of our sugar division for the year 2012-13 are as follows :

Sugar Division - at a glance 2012-13 2011-12

Sugarcane crushed (Tons) 2,837,376 2,434,644

Recovery % 9.16 9.40

Sugar Produced (Tons) 259,981 228,802

Sugar Produced from Raw Sugar (Tons) 5,060

Total Sugar Produced (Tons) 265,041 228,802 Sugar Sold (Tons)

-Domestic (including Levy) 178,431 178,508

-Exports 58,425 44,895

Cogeneration Division

The operations of cogeneration division across all the Units were satisfactory. The total power generated by the cogeneration division recorded a growth of 13%, largely owing to higher crushing and bagasse availability, coupled with better capacity utilisation. During the year under review, the total power generated by all our Units was 3,103 lakh units as against 2,751 lakh units. The company exported 1,975 lakh units as against 1,877 lakh units in the previous year.

The Company has received 44,442 units of carbon credits during the year ended 31st March 2013 which has been accounted during the year under review.

Distillery Division

The distillery units located at Unit I and III have produced 222.98 lakh litres of Alcohol in 2012-13 as against 92.76 lakh litres of Alcohol in the previous year and the company has sold 209.31 lakh litres of alcohol against 95.41 lakh litres of alcohol in the previous year. The increase in production of alcohol is due to the successful commissioning of the new distillery plant at Gingee (Unit III) on 27th April 2012.

Operations of subsidiary companies

Trident Sugars Limited

Your wholly owned subsidiary Company, Trident Sugars Limited, has crushed 4.25 lakh tons of sugarcane during the financial year 2012-13 as against 4.07 lakh tons in the previous year. The company produced 40,373 tons of sugar and sold 35,473 tons of sugar during the financial year as against 42,897 tons of production and 47,168 tons of sales in the previous year.

Rajshree Power Private Limited

There were no operations of the said subsidiary company during the year under review.

Accounts of Subsidiaries

Pursuant to the resolution passed in accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, by the Board of Directors at its meeting held on 25th May 2013, it was decided that the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies are disclosed in the Annual Report in compliance with the said circular.

The Company hereby undertakes to make available the Annual financial statements of the subsidiary companies and the related detailed information to any member of the Company and members of subsidiary companies, seeking such information at any point of time. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The annual financial statements of the subsidiary companies shall also be kept for inspection of any shareholder at the Registered Office of the holding company and of the subsidiary companies concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on request.

FUTURE OUTLOOK

The acute drought conditions in the entire state of Tamilnadu are likely to impact crop productivity and recovery of sugar in the current season. The resulting reduction in sugar stocks should be offset by the surplus stocks likely to be available at the end of this season. This would keep the domestic prices relatively stable.

Your Company will see a period of consolidation in the coming year when we stabilize and increase efficiencies in all its plants to extract optimum returns on investments.

DIRECTORS

Mr.G.R.Karthikeyan and Dr.K.Mohan Naidu, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

M/s Aditya Krishna Pathy and B.Soundararajan were co-opted as Additional Directors on 5th November 2012 and they hold office upto the ensuing Annual General Meeting. Notices have been received from a shareholder together with the requisite deposit, proposing their candidature for the office of Directorship which is being placed at the ensuing Annual General Meeting.

AUDITORS

M/s Srikishen & Co, Chartered Accountants, the present auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have furnished necessary certificate in terms of Sec.224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules 1975, as amended, are given in Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 8th August 2012 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), as also on the website of Ministry of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of annual financial statements for the financial year ended 31.3.2013;

I. the applicable accounting standards have been followed;

II. they 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 at the end of the financial year and of the profits of the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

IV. the annual account/financial statements have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Particulars required to be furnished under sub section 1(e) of section 217 of the Companies Act, 1956 are also annexed to this report as Annexure 1.

CORPORATE GOVERNANCE

The Management discussion and analysis and the compliance of recommendations on corporate governance are annexed to this report as Annexure 2.

RSCL EMPLOYEES STOCK OPTION PLAN 2012

During the year under review, your company allotted 10,35,437 options convertible into equity shares at Rs. 55.40 each to its employees under RSCL Employee Stock Option Plan with a vesting period of 4 years.

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2013 under the "RSCL Employee Stock Option Plan 2012" form part of this report, as Annexure 3.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for the continued financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

RAJSHREE PATHY

Place : Coimbatore

Date : 25th May 2013 Chairperson and Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 26h Annual Report with the audited financial statements for the year ended 31st March 2012.

Rs in lakhs

2011-12 2010-11

FINANCIAL HIGHLIGHTS

Total Income 71,728.17 62,127.11

Profit before Interest, Depreciation and exceptional items 10,022.70 5,904.72

Less: Interest 6,165.36 5,360.26

Depreciation 2,572.59 2,303.08

Exceptional items 1,477.65 --

Extraordinary items 25.00 2,500.00

Profit / (Loss) before Tax (217.90) (4,258.62)

Deferred tax asset (40.75) (585.94)

Income tax of prior years -- 19.07

Profit / (Loss) after Tax (177.15) (3,691.75)

Basic Earnings per Share of Rs 10/- each before extraordinary items (0.64) (5.18)

Basic Earnings per Share of Rs 10/- each after extraordinary items (0.74) (16.04)

DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31.3.2012 due to the loss incurred on account of exceptional items during the year 2011-12.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs 71,728.17 lakhs in the year 2011-12 as against Rs 62,127.11 lakhs during the previous year. The Company has earned an operational profit of Rs 1,284.75 lakhs as against the operational loss of Rs 1,758.62 lakhs during the previous year. During the year under review the company incurred an expenditure of Rs 1,366.81 lakhs towards settlement of sales tax issues under Samadhan scheme announced by the Tamil Nadu Sales Tax Department and Rs 113.47 lakhs paid as compensation to the employees who opted for the voluntary separation scheme which resulted in a net loss of Rs 177.15 lakhs. During the previous year the company incurred a one time expenditure of Rs 2,500 lakhs towards settlement of Derivative disputes with Axis Bank Ltd.which resulted in a net loss of Rs 3,691.75 lakhs.

OPERATIONAL PERFORMANCE

Sugar Division

The sugarcane crushing in 2011-12 has increased substantially (41%) over the previous year on account of adequate sugarcane planting in the command area of the factories and as a consequence to our sustained efforts in the Research & Development and cane extension activities. The average recovery of sugar was at 9.40% as against 8.98% in the previous year owing to quality of sugarcane crop and other favourable factors.

The Company produced 2.28 lakh tons of sugar as against 1.69 lakh tons in the previous year, registering a 35% increase. The Company sold 2.23 lakh tons (including exports) as against 1.82 lakh tons in the previous year.

The key operational data of our sugar division for the year 2011-12 are as follows :

Sugar Division - at a glance 2011-12 2010-11

Sugarcane crushed (Tons) 2,434,644 1,725,139

Recovery % 9.40 8.98

Sugar Produced (Tons) 228,802 154,970

Sugar Produced from Raw Sugar (Tons) -- 14,084

Total Sugar Produced (Tons) 228,802 169,054

Sugar Sold (Tons)

-Domestic (including Levy) 178,508 165,452

-Exports 44,895 17,212

Cogeneration Division

The operations of cogeneration division across all the Units were satisfactory. The total power generated by the cogeneration division recorded a growth of 22%, largely owing to higher crushing and bagasse availability, coupled with better capacity utilisation. During the year under review, the total power generated by all our Units was 2,751 lakh units as against 2,258 lakh units. The company exported 1,877 lakh units as against 1,597 lakh units in the previous year.

The Company has received 66,515 units of carbon credits during the year ended 31st March 2012 which has been accounted during the year under review.

Distillery Division

The distillery performance was satisfactory during the year. The Company produced 92.76 lakh litres of Alcohol in 2011-12 as against 60.88 lakh litres of Alcohol in the previous year and sold 95.41 lakh litres of alcohol against 58.68 lakh litres of alcohol in the previous year.

Operations of subsidiary companies Trident Sugars Limited

Our wholly owned subsidiary Company, Trident Sugars Limited, has crushed 4.07 lakh tons of sugarcane during the financial year 2011-12 as against 3.97 lakh tons in the previous year. The company produced 42,897 tons of sugar and sold 47,168 tons of sugar during the financial year as against 41,385 tons of production and 44,879 tons of sales in the previous year.

Rajshree Power Private Limited

There were no operations of the said subsidiary company during the year under review.

Accounts of Subsidiaries

Pursuant to the resolution passed in accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, by the Board of Directors at its meeting held on 19th May 2012, it was decided that the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Commencement of operation of new Distillery

As reported last year, your company has successfully commissioned its new green-field distillery with an installed capacity of 80 KL per day at Semmedu village, Gingee, Villupuram District in Tamilnadu and commenced operations on 27th April 2012. Thus, your company has now made Unit II (Mundiyampakkam) & Unit III (Semmedu) also integrated complexes with the molasses produced from Unit II & Unit III sugar divisions being the feedstock for conversion into alcohol in the new Distillery.

FUTURE OUTLOOK

As per the forecast of Department of Agriculture as well as Indian Sugar Mills Association, there is an increase in planting of sugarcane and hence sugarcane crushing for the next season is expected to be higher than the current season. The Union Government's recent decision to allow sugar export without quantitative restrictions would facilitate clearing up of inventory as well as stabilizing the domestic sugar price at reasonable levels.

India has tremendous renewable energy potential and the demand for biomass based green power sector is likely to grow exponentially. Thus, with the increase in cane crushing & hence bagasse availability, our cogeneration can optimize power generation and contribute to our profitability.

Recently, Government of Tamilnadu has announced its participation in the ethanol blending programme thereby allowing resumption of ethanol production in sugar mills. Your company with its new addition to production capacity sees a good potential in the ethanol production. By maintaining a proper product mix of alcohol for sale to potable, industrial & blending sector, your company would strive to derive the optimum realization.

Overall, with the outlook remaining positive, your company is committed to bettering the performance year after year and confident of improving the profitability.

DIRECTORS

M/s G.S.V.Subba Rao and Raja MJ Abdeen, Directors retire by rotation at the ensuing Annual General Meeting and are being eligible have offered themselves for reappointment.

AUDITORS

M/s Srikishen & Co, Chartered Accountants, the present auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for reappointment. They have furnished necessary certificate in terms of Sec.224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The particulars of the employees of the Company who were in receipt of remuneration, which in the aggregate exceeded the limits fixed under section 217(2A) of the Companies Act, 1956 is attached herewith.(Annexure 1).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of annual financial statements for the financial year ended 31.3.2012;

I. the applicable accounting standards have been followed;

II. they 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 at the end of the financial year and of the losses of the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

IV. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Particulars required to be furnished under sub section 1(e) of section 217 of the Companies Act, 1956 are also annexed to this report. (Annexure 2)

CORPORATE GOVERNANCE

The Management Discussion and Analysis and the compliance of the recommendations on Corporate Governance are annexed to this report. (Annexure 3)

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

Place : Coimbatore RAJSHREE PATHY

Date : 19th May 2012 Chairperson and Managing Director

Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report with the audited financial statements for the year ended 31st March 2011.

2010-11 2009-10

FINANCIAL HIGHLIGHTS Rs. Rs.

Total Income 6,414,697,369 5,521,644,992

Profit before Interest, Depreciation and exceptional items 590,722,540 1,393,295,061

Less: Interest 536,026,340 474,797,050

Depreciation 230,308,569 226,900,946

Exceptional items 250,000,000 35,400,629

Profit before Tax (425,612,369) 656,196,436

Direct taxes 250,000 113,588,000

Deferred taxes (58,594,000) 109,653,000

Income tax of prior years 1,907,085 1,261,756

Profit after Tax (369,175,454) 431,693,680

i) Transfer to General Reserve - 50,000,000

ii) Proposed Dividend - 68,075,100

iii) Provision for dividend tax - 11,569,363

Basic Earnings per Share of Rs.10/- each before extraordinary items (5.18) 19.02

Basic Earnings per Share of Rs.10/- each after extraordinary items (16.04) 19.02

Diluted Earnings per Share of Rs.10/- each after extraordinary items (after considering allotment of 1,100,000 warrants) for the previous year - 18.14

DIVIDEND

Since the Company has incurred loss during the year 2010-11, the Board of Directors has not recommended dividend for the year ended 31.3.2011.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs.641.47 crores in the year 2010-11 as against Rs.552.16 crores during the previous year. The Company incurred a net loss of Rs.36.92 crores as against the net profit of Rs.43.17 crores during the previous year.

The above net loss includes one time expenditure of Rs.25 crores towards out of court settlement of the Derivative disputes with Axis Bank Ltd. With reference to the operations, lesser sugar price realizations coupled with increased raw materials cost added to the loss in operations during the year under review.

OPERATIONAL PERFORMANCE

Sugar Division

The sugarcane crushing in 2010-11 has increased substantially over the previous year on account of adequate sugarcane planting in the command area of the factories. The sugarcane crushed during the year 2010-11 was as follows:

Sugarcane crushed (MT)

200-11 2009-10

Unit I 230,453 234,187

Unit II 912,733 717,988

Unit III 581,953 475,757

Total 1,725,139 1,427,932

Your company has produced 168,743 MT of sugar (including 14,084 MT of sugar processed from raw sugar) as against 174,472 MT of sugar (including 44,429 MT of sugar processed from raw sugar) in the previous year. The company has sold 165,452 MT of Sugar as against 166,476 MT during the previous year. The company has exported 17,212 MT of sugar during the year under review to benefit from the higher price prevailing in the International market.

Distillery Division

The Company produced 6,087,978 litres of Alcohol in 2010-11 as against 10,326,903 litres of Alcohol in the previous year on account of lesser cane crushed in the Unit 1. The company sold 61,179 tons of molasses in the year 2010-11 as against 25,271 tons of molasses sold during 2009-10. In view of higher conversion cost of operations of Distillery unit with externally sourced biomas fuel (due to lesser availability of cane), your company sold molasses to take advantage of the higher margin.

Cogeneration of Power

The Cogeneration plants in Unit I, II and III generated 226.33 million units of electricity in 2010-11, as against 190.95 million units of power generated during the previous year. After captive consumption, 158.03 million units of power were exported to TNEB as against 127.98 million units exported in the previous year. The company has received 110,696 units of carbon credits during the year ended 31st March 2011 which has been accounted during the year under review.

Operations of subsidiary company

There has been substantial improvement in the performance of the wholly owned subsidiary Company, Trident Sugars Limited, which crushed 396,506 MT of sugarcane during the financial year 2010-11 as against 310,632 MT in the previous year. The company produced 41,100 MT of sugar and sold 44,879 MT of Sugar during the financial year as against 30,702 MT of production and 21,600 MT of sales in the previous year. The annual accounts of the subsidiary company is enclosed alongwith the accounts of the Company.

Allotment of equity shares

Pursuant to the special resolution passed by the shareholders at the Extraordinary General Meeting held on 28th May 2009, your Company has allotted 1,100,000 Equity Shares at Rs.10/- each at a price of Rs.62/- each including a premium of Rs.52/- per share to Ms.Rajshree Pathy, Chairperson and Managing Director on 9th December 2010 on receipt of the entire payment, on exercise of the rights attached to the share warrants. The said 1,100,000 equity shares are subject to lock-in for 3 years upto 9th December 2013.

After this allotment, the paid-up capital has increased to Rs.237,917,000/-. The share premium account has also gone up by Rs.57,200,000/-.

FUTURE OUTLOOK

Sugarcane crushing for 2010-11 season is expected to be better than the crushing season of 2009-10 on account of increase in cane planting and better monsoon. The Unit II at Mundiampakkam has recorded the highest cane planting in Tamilnadu, thereby ensuring better cane availability for the subsequent year as well.

With this improvement in cane crushing, the value addition from the Cogeneration and Distillery is expected to be better during the current year.

Your company has commenced construction activities for a green-field distillery with an installed capacity of 80 KL per day as part of its 3500 TCD integrated sugar complex at Semmedu village, Gingee, Villupuram District in Tamil Nadu. The molasses produced from Unit II & Unit III will be the feedstock for conversion into alcohol in the new Distillery. We expect to commission the plant by the end of this financial year.

DIRECTORS

Dr.P.Surulinarayanasami and Mr.R.C.H.Reddy, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Mr.R.Varadarajan has been reappointed as Wholetime Director for a further period of 3 years from 5th June 2011 by the Board of Directors in its meeting held on 18th May 2011 subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

The Board in its meeting held on 18th May 2011 also approved the re-appointment of Ms.Rajshree Pathy, Chairperson and Managing Director for a further term of 3 years from 16th March 2012 subject to approval of the shareholders at the ensuing Annual General Meeting of the company and the Central Government.

AUDITORS

M/s Srikishen & Co, Chartered Accountants, the present auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have furnished necessary certificate in terms of Section 224(1B) of the Companies Act, 1956.

COMPANY SECRETARY

Mr.R.Anand, General Manager (Finance) & Company Secretary resigned from the services of the company on 31st January 2011. The company has appointed Mr.R.S.Gowdhaman as Company Secretary and he has joined your company on 13th May 2011.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The particulars of the employees of the Company who were in receipt of remuneration, which in the aggregate exceeded the limits fixed under section 217(2A) of the Companies Act, 1956 is attached herewith. (Annexure 1).

DERIVATIVE TRANSACTION

The company entered into an out-of-court settlement of Rs.25 crores on account of dispute pertaining to the Derivative transactions with Axis Bank Ltd. Consequent on such settlement, both the parties have withdrawn all actions initiated by each of them and necessary final orders have been obtained from the Madras High Court.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirms that in the preparation of annual accounts for the financial year ended 31.03.2011 :

I. the applicable accounting standards have been followed;

II. they 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 at the end of the financial year and of the losses of the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

IV. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Particulars required to be furnished under sub section 1(e) of section 217 of the Companies Act, 1956 are also annexed to this report. (Annexure 2)

CORPORATE GOVERNANCE

The Management discussion and analysis and the compliance of recommendations on corporate governance are annexed to this report. (Annexure 3)

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and behalf of the Board

Place :Coimbatore RAJSHREE PATHY

Date : 18th May 2011 Chairperson and Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report with the audited financial statements for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS 2009-10 2008-09

Rs. Rs.

Total Income 5,521,644,992 3,727,289,172

Profit before Interest, Depreciation

and exceptional items 1,393,295,061 761,267,631

Less: Interest 474,797,050 260,006,375

Depreciation 226,900,946 135,609,790

Exceptional items 35,400,629 24,053,530

Profit before Tax 656,196,436 341,597,936

Direct taxes 113,588,000 41,750,000

Deferred taxes 109,653,000 77,050,000

Income tax of prior years 1,261,756 28,897

Profit after Tax 431,693,680 222,769,039

i) Transfer to General Reserve 50,000,000 20,000,000

ii) Proposed Dividend 68,075,100 22,691,700

iii) Provision for dividend tax 11,569,363 3,856,454

Basic Earnings per Share of Rs.10/- each before extraordinary items 19.02 9.82 Diluted Earnings per Share of Rs.10/- each

after considering allotment of 1,100,000 warrants 18.14 9.82

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.3/- per share.

FINANCIAL PERFORMANCE

Your Company earned an income of Rs.552.16 crores in the year 2009-10 as against Rs.372.73 crores during the previous year. The Company earned an after tax profit of Rs.43.17 crores as against the profit of Rs.22.28 crores during the previous year. Higher profitability is on account of better price realization for sugar and alcohol during the year under review.

OPERATIONAL PERFORMANCE

Sugar Division

The inadequate rainfall in the command area of the factories and the low sugar prices during the previous season led to reduction in sugarcane crushing in 2009-10. The sugarcane crushed during the year 2009-10 was as follows:

Sugarcane crushed (MT)

2009-10 2008-09

Unit I 234,187 329,249

Unit II 717,988 1,304,440

Unit III 475,757 107,302

Total 1,427,932 1,740,991

As a measure to bridge the gap in sugar production, your company has processed 46,721 MT of raw sugar in all its Units and produced 44,429 MT of white sugar at an average recovery of 95.09%.

Distillery Division

The Company produced 10,326,903 litres of Alcohol in 2009-10 as against 11,193,124 litres of Alcohol in the previous year. The demand of alcohol by the IMFS units in the State remained high and supported the marketing efforts of the Company. The ethanol blending programme of the Central Government has not been implemented in the State since the State Government has not accorded permission for supply of ethanol to the oil companies, as they yet perceive a shortfall of alcohol to the potable sector.

Cogeneration of Power

The Cogeneration plants in Unit I, II and III generated 1,909.53 lakh units of electricity in 2009-10, as against 1,788.54 lakh units of power generated during the previous year. After captive consumption, 1,279.81 lakh units of power were exported to TNEB as against 1,139.37 lakh units exported in the previous year.

Operations of subsidiary company

The wholly owned subsidiary Company, Trident Sugars Limited crushed 310,632 MT of sugarcane during the financial year 2009-10 as against 355,169 MT of sugarcane crushed in the previous year. The annual accounts of the subsidiary company is enclosed alongwith the accounts of the Company.

FUTURE OUTLOOK

Sugarcane crushing for 2009-10 season is expected to be lower than the crushing season of 2008-09 due to decrease in plantation of sugarcane in the command area. The prevailing drought and the remunerative prices offered for competitive crops like paddy and others has resulted in lower cane planting in our command area.

As a measure to bridge the gap in sugar production, your company is utilizing the opportunity of processing raw sugar in our . plants. To achieve this objective, your company has so far imported about 58,000 tons of raw sugar for processing at our sugar plants in Tamilnadu.

Your company is proposing to set up a green field distillery with an installed capacity of 80 KL per day as part of its 3500 TCD integrated sugar complex at Semmedu village, Gingee Taluk, Villupuram District in Tamil Nadu.

Your company is also proposing to set up a co-generation power plant with an installed capacity of 22 MW as part of its 2500 TCD sugar factory at Varadarajnagar, Theni District by replacing the existing 12 MW cogeneration plant which would enable your company to export more power to the state grid.

Your company is establishing a full fledged Research & Development and Agricultural Extension wing, in support of the operations wing. This will facilitate the growers to get the full benefit of improved agricultural practices and introduction of modern crop and irrigation technology to improve field productivity.

The shortage of cane supplies coupled with increase in sugar prices has resulted in the industry being compelled to increase cane prices significantly. Your company has also increased cane prices and ensured prompt and timely payment to farmers. This should lead to significantly higher cane planting.

DIRECTORS

M/s Raja M.J.Abdeen and G.R.Karthikeyan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Dr.K.Mohan Naidu was appointed as an Additional Director on 17th May 2010 and he holds office upto the ensuing Annual General Meeting. Notice has been received from a shareholder proposing his candidature for the office of Directorship which is being placed at the ensuing Annual General Meeting.

AUDITORS

M/s Srikishen & Co, Chartered Accountants, the present auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have furnished necessary certificate in terms of Sec.224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

The particulars of the employees of the Company who were in receipt of remuneration, which in the aggregate exceeded the limits fixed under section 217(2A) of the Companies Act, 1956 is attached herewith. (Annexure 1).

DERIVATIVE TRANSACTION

The company had filed a case in the Madras High Court against Axis Bank to declare that the derivative contract it had entered into with it was void as it violated RBI regulations. A single judge of the Madras High Court had held that while the suit is maintainable, the injunction granted restraining the bank from enforcing the contract was vacated.

The bank then made a claim of Rs. 402,791,929/- against the company on 15th October 2008 and filed a recovery petition with the Debt Recovery Tribunal, Mumbai. In the meanwhile, on appeal by the company, a Division Bench of the Madras High Court on 20th October 2008, stayed the order of the single judge and passed status quo orders restraining both parties from proceeding further.

The Bank then filed a petition in the Supreme Court seeking transfer of the civil suit in the Madras High Court to the Debt Recovery Tribunal, Mumbai to be heard along with the banks recovery petition. The Supreme Court after having heard final arguments on this and various other cases of similar nature has in its judgment on 29th July 2009 dismissed the Banks petition seeking transfer of the case from the Madras High Court to the Debt Recovery Tribunal, Mumbai.

Therefore the case now lies before the Division Bench of the Madras High Court and the status quo order is still in force.

DIRECTORS1 RESPONSIBILITY STATEMENT

Your Directors state that in the preparation of the annual accounts;

I. the applicable standards have been followed;

II. they 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 at the end of the financial year and of the profit of the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

IV. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Particulars required to be furnished under sub section 1 (e) of section 217 of the Companies Act, 1956 are also annexed to this report. (Annexure 2)

CORPORATE GOVERNANCE

The Management discussion and analysis and the compliance of recommendations on corporate governance are annexed to this report. (Annexure 3)

ACKNOWLEDGEMENT

Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.

May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.

For and on behalf of the Board

Place: Coimbatore RAJSHREE PATHY

Date: 17th May 2010 Chairperson and Managing Director

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