Directors Report of Shree Hanuman Sugar & Industries Ltd.

Jun 30, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 84th Annual Report along with the Audited Accounts of the Company for the financial year ended 30th June, 2014:

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Sales & Other Income 1932.30 2804.61

Profit before Interest, Depreciation and Tax 813.98 907.48

Less Interest 29.45 9.97

Depreciation 564.13 555.93

Profit/(Loss) before tax 220.40 341.59

Less: Provisions for Tax 2.56 3.15

Profit/(Loss) after tax 217.84 338.44

Add/Less: Balance brought forward from previous year 497.38 435.36

Profit available for appropriation 715.22 773.80

APPROPRIATIONS:

Dividend (including Tax) 44.40 64.94

Transfer to General Reserve - -

Transfer to Special Reserve 300.00 211.48

Balance carried to Balance Sheet 370.82 497.38

PERFORMANCE:

Total Income, during the year under review, stood at Rs. 1932.30 lacs as against Rs. 2804.61 lacs in the previous financial year 2012-13.Profit before Interest, Depreciation and Tax stood at 42.12%, showing a marginal increase from 32.36%. Profit after Tax amounting to Rs. 233.89 lacs stood at 12.10%, compared to 12.07%, in the previous financial year.

During the year under review Company''s Sugar Mill at Motihari, Bihar, remained inoperative due to technical problems. The management of your Company has been taking its best efforts for correcting technical problems to ensure resumption of the production activities.

DIVIDEND:

Your directors are pleased to recommend a dividend @ 2% for the financial year 2013-14 i.e., Re. 0.20 per equity share of Rs. 10/- each, for your approval. The Proposed dividend, if approved at the ensuring Annual General Meeting, would result in appropriation of Rs. 44.57 lacs (including Corporate Dividend Tax of Rs. 7.57 lacs) out of the profits.

FUTURE PROGRAMMES:

After resumption of production activities at the Company''s Sugar Mill at Motihari, Bihar, your management looks forward for expansion in the existing capacity together with its up-gradation to ensure increased level of production with thrust on increase in productivity and also production of quality sugar.

Looking into the infrastructure facilities available at the Motihari Mill, your directors are confident that by spending a nominal capital expenditure the benefits of expanded level of production may be availed.

Initially, the implementation of the expansion programme increasing the capacity of the said Sugar Mill to 4000 TCD together with setting-up of 25 MW captive power plant is proposed to be undertaken upon availability of the desired funds.

Therefore, continuous efforts are being put to raise funds for the said requirements.

Your directors are confident that these steps will improve performance of the Company significantly in the coming years.

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

During the year under review, sale of construction rights stood at Rs. 1308.87 lacs compared to Rs. 1367.85 lacs during the previous financial year 2012-13.

The Company has not undertaken any major construction project. Presently, it has very small construction activities which mainly include purchase and sell of construction rights. However, it has plans to expand its construction activities by undertaking large housing projects comprising economy as well as luxurious residential houses.

DIRECTORS:

Mr. R. K. More (DIN: 00119618) and Mr. L. K. Tibrawalla (DIN: 00423521) retire by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The term of Mr. B. K. Nopany as Managing Director of the Company expired on 30th June, 2014. The Board, considering his experience and the valued services he rendered during his tenure as such, re- appointed him as Managing Director of the Company w.e.f. 1st July, 2014, pursuant to provisions of the Companies Act, 2013 and all other applicable provisions and also subject to approval of the Members of the Company.

Mr. L. K. Tibrawalla (DIN: 00423521), Ms. Pratima Srivastava and Ms. Shabnam Agarwal are proposed to be appointed as Independent Directors in accordance with the provisions of Sections 149 and 152 of the Act read with the rules made thereunder and the Clause 49 of Listing Agreement with the Stock Exchanges concerned.

Brief resume of the Directors proposed to be re-appointed, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS:

The Auditors of the company M/s Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment. Certificate from Auditors has been received to the effect that their appointment, if made, would be within the limit prescribed under the provisions of the Companies Act, 2013 and relevant Rules there under.

Notes forming part of accounts, which are specifically referred to by the Auditors in their report, are self explanatory and, therefore, do not call for any further comments.

FIXED DEPOSITS:

During the year under review, the Company has not accepted public deposits under section 58-A of the Companies Act, 1956, or the Companies Act, 2013.

DE-MATERIALISATION OF SHARES:

The Company''s equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company''s shares mandatory, in de-materialized form. As on 30th June, 2014, 16218409 equity shares representing 87.67% of your Company''s Equity Share Capital have been de-materialised

LISTING AT STOCK EXCHANGE:

With effect from 12/03/2014, Equity Shares of the Company were listed at BSE Ltd also. under the Direct Listing Scheme. Presently, the Shares of the Company are listed on The Calcutta Stock Exchange Ltd, Kolkata and the BSE Ltd, Mumbai.

STATUTORY INFORMATION:

- In view of no employee of the Company having drawn remuneration as prescribed in section 217(2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to the said provisions are not required to be given.

- The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as per ''Annexure A'' and forms part of the Directors'' Report.

- Certificate received from the Auditors of the Company regarding Compliance of conditions of Corporate Governance, as required under clause 49 (VII) of the Listing Agreement, is annexed and forms part of this report.

- As required under 49 IV (F) of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i. In the preparation of the Annual Accounts for the year ended 30th June, 2014, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financials year and 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 the Companies Act,1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

During the year under review, the relations between the Management and the workmen were cordial, except witness of recent agitation. The management of the Company in confident to solve the problem soon.

INVESTOR RELATIONS:

Your Company always endeavors to keep the time of response to Shareholders'' requests/grievance at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the redressal of Shareholders'' Grievances. The Shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT:

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company''s team which has throughout the year remained active. Your Directors also take this opportunity to offer their sincere thanks to Financial Institutions, Banks, other Government Agencies, our valued customers and the investors for their continued support and assistance. The employees of your Company continued to display their unstinted devotion, co-operation. Your Directors take this opportunity to record their appreciation for the same. Your Directors also express their profound thanks to the Shareholders for their faith and continued support to the endeavors of the Company.

Place : Kolkata For & on behalf of the Board Date : 14th July, 2015 SHREE HANUMAN SUGAR & INDUSTRIES LIMITED (B. K. NOPANY) Managing Director

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Jun 30, 2012

The Directors have pleasure in presenting their 82nd Annual Report along with the Audited Accounts of the Company for the financial year ended 30th June, 2012:

FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Sales & Other Income 2941.89 2493.91

Profit before Interest, Depreciation and Tax 1026.88 1056.76

Less Interest 34.36 44.64

Depreciation 445.60 126.95

Profit/(Loss) before tax 546.92 885.17

Less: Provisions for Tax (Including FBT) 115.00 164.25

ProfitV(Loss) after tax 431.92 720.92

Add/Less: Balance brought forward from previous year 1059.60 715.84

Profit available for appropriation 1491.52 1436.76

APPROPRIATIONS:

Dividend (including Tax) 56.16 56.16

Transfer to General Reserve 1000.00 0.00

Transfer to Special Reserve 0.00 321.00

Balance carried to Balance Sheet 435.36 1059.60

PERFORMANCE:

The Total Income of the Company, which stood at Rs. 2941.89 lacs duringthe year under review, recorded a rise of 18%, when compared to Rs. 2493.10 lacs during the previous Financial Year 2010-11. Profit after Tax, which stood at Rs. 431.92 lacs during the year 2011-12, was lower by 289 lacs, when compared with Rs. 720.92 lacs during the previous year 2010-11, mainly on account of higher depreciation.

Company''s Sugar Mill at Motihari, Bihar, the up-gradation of which was partly completed during Season 2010, could not operate during the entire financial year 2011-12 on account of availability of desired funds for working capital leading to non-viability to run. The Company succeeded in registering completion of construction of residential flats and sale thereof amounting to Rs. 84.64 lacs.

Your Directors are hopeful that the performance of the Company will improve in the coming years after resumption of operations at the Sugar Mill and further expansion of the same. The Management of the Company have been putting its best efforts for raising funds to meet working capital as well as capital expenditure requirements for expansion.

DIVIDEND:

Your directors are pleased to recommend a dividend @ 3% for the financial year 2011-12 i.e., Rs. 0.30 per equity share of Rs. 10/- each, for your approval. The Proposed dividend, if approved at the ensuing Annual General Meeting, would result in appropriation of Rs. 56.16 lacs (including Corporate Dividend Tax of Rs. 8.16 lacs) out of the profits.

COMMENCEMENT OF SUGAR MANUFACTURING ACTIVITIES AND FUTURE PROGRAMMES:

Your Directors are confident about raising of funds for desired working capital as well as capital expenditure for expansion. With the availability of need-based working capital funds we expect to commence operations at the Sugar Mill during the current season 2012.

The implementation of the expansion programme increasing the capacity of the said Sugar Mill to 4000 TCD together with setting-up of 25 MW captive power plant will also be undertaken upon availability of the desired funds.

Your Directors also have plans to diversify into steel by installing initially mild steel ingot manufacturing plant of 72 MT per day. This will facilitate use of power proposed to be generated in Sugar Plant.

Your directors are confident that these steps will increase business activities of the Company significantly followed by significant improvement in its financial performance in coming years.

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

During the year under review, sale of construction rights stood at Rs. 741.15 lacs compared to Rs. 607.49 lacs during the previous financial year 2010-11.

The Company has not undertaken any major construction project. Presently, it has very small construction activities which include purchase and sale of construction rights. However, it has plans to expand its construction activities by undertaking large housing projects comprising economy as well as luxurious residential houses.

DIRECTORS:

Mr. Subbarao Peteti and Mr. R. K. More retire by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. K. M. Shah and Mr. Nikhil Merchant resigned from directorship of the Company during w.e.f. 9.12.2011 and 5.2.2012, respectively. The Board put on records its appreciation for the valuable guidance received from them during their directorship.

Pursuant to provisions of 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashok Kumar Sinha was appointed as Additional Director of the Company with effect from 5th February, 2012. He will hold office upto the date of the ensuing Annual General Meeting. The Company has received notices on writing from members proposing his candidature for the office of Director, liable to retire by rotation.

Considering the growth plans of the Company and experience of Mr. R. K. More, whose term as Executive Director of the Company expires on 30th September, 2012 the Board of Directors of the Company at its meeting held on 27th August, 2012 re-appointed, subject to approval of members of the Company, him as Whole-time Director, to be designed as Executive Director, of the Company for a period of 3 (three) years w.e.f. 1st October, 2012, on the remuneration determined by the Remuneration Committee of the Board.

Brief resume of the Directors proposed to be re-appointed, as stipulated under clause 49 of the Listing Agreements with the Calcutta Stock Exchange Association Ltd are provided in the Notice forming part of this Annual Report.

AUDITORS:

The Auditors of the company M/s Jainsarawgee & Co. & M/s Bharat D. Sarawgee & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from Auditors has been received to the effect that their appointment, if made, would be within the limit prescribed under section 224(1 B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the Auditors in their report, are self explanatory and, therefore, do not call for any further comments.

FIXED DEPOSITS:

During the year under review, the Company has not accepted public deposits under section 58-A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES:

The Company''s equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company''s shares mandatory, in de-materialized form. As on 30th June, 2012, 10860154 equity shares representing 67.88% of your Company''s Equity Share Capital have been de-materialised.

ISSUE OF EQUITY SHARES IN PURSUANCE OF ARBITRATION AWARD:

As reported in the last Director''s Report, the Company, in the matter of a dispute, had received an award from Hon''ble Justice Ajit Sengupta (Retd.), Sole Arbitratrator, to the effect, inter alia, that your Company is under an obligation to issue and allot 25,00,000 Equity Shares of Rs. 10/- each to the existing holders of Company''s 2,00,000 17% secured Non-Convertible Debentures of Rs. 100/- each, at a premium of Rs. 6.05 per share by redemption of the said debentures and in cash for the balance. As you are aware, the necessary permissions from the Debenentureholders as well as Shareholders have been already been obtained for such allotments. However, the allotments of equity shares are still pending, as in- principle approval from the Calcutta Stock Exchange Ltd., Kolkata is still awaited.

LISTING AT STOCK EXCHANGE:

The Shares of the Company are listed on The Calcutta Stock Exchange Ltd., Kolkata.

STATUTORY INFORMATION:

- There are no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

- During the year under review, the Company has not carried out any manufacturing activity. Therefore, there are no particulars to be disclosed as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

- The company had no foreign exchange earning and outgo during the year under report.

- Certificate received from the Auditors of the Company regarding Compliance of conditions of Corporate Governance, as required under clause 49 (VII) of the Listing Agreement, is annexed and forms part of this report.

- As required under 49 IV (F) of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual Accounts for the year ended 30th June, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures

II. The Directors have selected such accounting policies and applied them consistently and made judgements 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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and IV. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

In view of no employees of the Company having drawn remuneration as prescribed in section 217(2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to the said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as per Annexure A and forms part of the Directors'' Report.

EMPLOYEE RELATIONS:

During the year under review, the relations between the Management and the workmen were cordial.

INVESTOR RELATIONS:

Your Company always endeavors to keep the time of response to Shareholders'' requests/grievance at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the redressal of Shareholders'' Grievances. The Shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz., National Depository Limited and Central Depository Services (India) Limited..

ACKNOWLEDGEMENT:

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company''s team which has throughout the year remained active. Your Directors also take this opportunity to offer their sincere thanks to Financial Institutions, Banks, other Government Agencies, our valued customers and the investors for their continued support and assistance. The employees of your Company continued to display their unstinted devotion, co-operation. Your Directors take this opportunity to record their appreciation for the same. Your Directors also express their profound thanks to the Shareholders for their faith and continued support to the endeavors of the Company.

For & on behalf of the Board

For SHREE HANUMAN SUGAR & INDUSTRIES LIMITED

Place : Kolkata B.K. Nopany

Dated : .8th November, 2012 Chairman cum Managing Director

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Jun 30, 2011

The Directors have pleasure in presenting their 81 st Annual Report along with the Audited Accounts of the Company for the financial year ended 30th June, 2011:

FINANCIAL RESULTS (Rs. in Lacs):

2010-11 2009-10

Sales & Other Income 2493.91 3229.89

Profit / (Loss) before Interest, Depreciation and Tax 1056.76 1176.07

Less: Interest 44.64 42.25

Depreciation 126.95 126.63

ProfitV(Loss) before tax 885.17 1007.29

Less: Provisions for Tax (Including FBT) 164.25 75.90

Profit/(Loss) after tax 720.92 931.39

Add/Less: Balance brought forward from previous year 715.84 142.26

Profit available for appropriation 1436.76 1073.65

APPROPRIATIONS:

Dividend (including Tax) 56.16 56.16

Transfer to Special Reserve 321.00 301.65

Transfer to General Reserve

Balance carried to Balance Sheet 1059.60 715.84

PERFORMANCE:

The Company during the year registered turnover of Rs. 1885.40 lacs, compared to Rs. 2928.05 lacs during the previous Financial Year 2009-10. During the year under review, your Directors put its efforts towards up-gradation of Company''s Sugar Mill at Motihari, Bihar and commencement of production at the same. As targeted, the Company succeeded in completing a part of the up-gradation of the Plant and also in commencing production of Sugar thereat during Season 2010. Turnover, during the year under review, includes sale of Sugar lats to the extent of Rs. 69.21 lacs. The Company succeeded in registering completion of construction of residential flats and sale thereof amounting to Rs. 419.59 lacs.

During the year under review, profit before tax stood at Rs. 885.17 lacs, as against Rs. 1007.29 lacs in the previous financial year 2009-10, mainly on account of lower turnover of stores items required by sugar industry and increased overheads due to commencement of manufacturing as well as construction activities at trial level.

Your Directors are hopeful that the performance of the Company will improve in the coming years because of commencement of manufacturing as well as construction activities.

DIVIDEND:

Your directors are pleased to recommend a dividend @ 3% for the financial year 2010-11, i.e., Rs. 0.30 per equity share of Rs. 10/- each, for your approval. The Proposed dividend, if approved at the ensuing Annual General Meeting, would result in appropriation of Rs. 56.16 lacs (including Corporate Dividend Tax of Rs. 8.16 lacs) out of the profits.

COMMENCEMENT OF SUGAR MANUFACTURING ACTIVITIES AND FUTURE PROGRAMMES:

As stated above, your Directors are delighted to further mention that after completion of a part of up- gradation programme from it ow/i resources, the Company has successfully commenced trial production of sugar at its Sugar Mill at Motihari, Bihar during the immediate past season 2010. Your Directors further expects to complete the up-gradation programme by forthcoming season 2011 and further expansion of the said Mill to 4000 TCD with setting of 25 MW captive power plant and commence production there against by the subsequent season, i.e., Season 2012.

However, as reported in the previous Report, the implementation of the expansion programme increasing the capacity of the said Sugar Mill to 4000 TCD together with setting-up of 25 MW captive power plant is delayed because of non-availability of the desired funds. The Draft Red Herring Prospectus (DRHP) for raising funds through equity issue from various sources had been filed with SEBI in December, 2010.

Your Directors also have plans to diversify into steel by installing initially mild steel ingot manufacturing plant of 72 MT per day. This will facilitate use of power proposed to be generated in Sugar Plant.

Continuous best efforts are being put to raise funds either through equity or debt to part-finance the captioned proposals. As a part of this effort, the Company submitted Draft Red Herring Prospectus (DRHP) with SEBI in the month of December, 2010 for raising funds through equity. However, looking into the need for revision in the proposal, the same has since been withdrawn. Afresh proposals proposed to be submitted for raising funds through equity or debt as aforesaid.

Your directors are confident that these steps will increase business activities of the Company significantly followed by significant improvement in its financial performance in coming years.

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

During the year under review, sale of construction rights stood at Rs. 607.49 lacs compared to Rs. 301.65 lacs during the previous financial year 2009-10.

The Company has not undertaken any major construction project. Presently, it has very small construction activities which include purchase and sale of construction rights. However, it has plans to expand its construction activities by undertaking large housing projects comprising economy as well as luxurious residential houses.

DIRECTORS:

Ms. Pratima Srivastava and Mr. Nikhil Merchant retire by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Further, the term of Mr. B. K. Nopany as Managing Director expired on 30th June, 2011. The Board of Directors, upon recommendation of the Remuneration Committee and subject to approval of the members of the Company and in terms of provisions of the Companies Act, 1956 read with Schedule XIII of the said Act, reappointed him as Managing Director of the Company, for a further period of 3 (three) years w.e.f. 1st July, 2011.

Brief resume of the Directors proposed to be re-appointed, as stipulated under clause 49 of the Listing Agreements with the Calcutta Stock Exchange Association Ltd are provided in the Notice forming part of this Annual Report.

AUDITORS:

The Auditors of the company M/s Jainsarawgee & Co. & M/s Bharat D. Sarawagee & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from Auditors has been received to the effect that their appointment, if made, would be within the limit prescribed under section 224(1 B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the Auditors in their report, are self explanatory and, therefore, do not call for any further comments.

FIXED DEPOSITS:

During the year under review, the Company has not accepted public deposits under section 58-A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES:

The Company''s equity shares are available for de-materialization on both the depositories, viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company''s shares mandatory, in de-materialized form. As on 30th June, 2011, 10860154 equity shares representing 67.88% of your Company''s Equity Share Capital have been de-materialised.

ISSUE OF EQUITY SHARES IN PURSUANCE OF ARBITRATION AWARD:

In the matter of a dispute, the Company has since received an award from Hon''ble Justice Ajit Sengupta (Retd.), Sole Arbitratrator, to the effect, inter alia, that your Company is under an obligation to issue and allot 25,00,000 Equity Shares of Rs. 10/- each to the existing holders of Company''s 200000 17% secured Non-Convertible Debentures of Rs. 100/- each, at a premium of Rs. 6.05 per share by redemption of the said debentures and in cash for the balance.

LISTING AT STOCK EXCHANGE:

The Shares of the Company are listed on The Calcutta Stock Exchange Association Ltd, Kolkata. The Company has paid annual listing fee to the Exchange for the year 2011-12.

STATUTORY INFORMATION:

- There are no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

- During the year under review, the Company has not carried out any manufacturing activity. Therefore, there are no particulars to be disclosed as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

- The company had no foreign exchange earning and outgo during the year under report.

- Certificate received from the Auditors of the Company regarding Compliance of conditions of Corporate Governance, as required under clause 49 (VII) of the Listing Agreement, is annexed and forms part of this report.

- As required under 49 (IV) (F) of the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual Accounts for the year ended 30th June, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures

II. The Directors have selected such accounting policies and applied them consistently and made judgements 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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

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

PARTICULARS OF EMPLOYEES:

In view of no employees of the Company having drawn remuneration as prescribed in section 217(2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to the said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as per ''Annexure A and forms part of the Directors'' Report.

EMPLOYEE RELATIONS:

During the year under review, the relations between the Management and the workmen were cordial.

INVESTOR RELATIONS:

Your Company always endeavors to keep the time of response to Shareholders'' requests/grievance at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the redressal of Shareholders'' Grievances. The Shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz., National Depository Limited and Central Depository Services (India) Limited..

ACKNOWLEDGEMENT:

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company''s team which has throughout the year remained active. Your Directors also take this opportunity to offer their sincere thanks to Financial Institutions, Banks, other Government Agencies, our valued customers and the investors for their continued support and assistance. The employees of your Company continued to display their unstinted devotion, co-operation. Your Directors take this opportunity to record their appreciation for the same. Your Directors also express their profound thanks to the Shareholders for their faith and continued support to the endeavors of the Company.

For & on behalf of the Board For SHREE HANUMAN SUGAR & INDUSTRIES LIMITED

Place : Kolkata B.K. Nopany

Dated : 27th August, 2011 Chairman cum Managing Director