Directors Report of Dhampure Specialty Sugars Ltd.

Mar 31, 2024

Your directors are pleased to present the 32^nd Annual Report, along with the Audited Standalone and Consolidated Financial Statement of the company for the year ended 31^st March, 2024.

FINANCIAL RESULTS (In Lakhs.)

The Standalone and Consolidated Financial performance of the company are summarized below

Particulars	Stand	alone	Conso	idated
FINANCIAL RESULTS	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Net Sales	2283.59	1324.79	2923.08	2157.07
Other income	16.05	49.32	42.43	324.45
Total Income	2299.64	1374.11	2965.51	2481.51
Earning Before Interest , Tax, Depreciation and Amortization (EBITDA)	65.16	36.11	114.38	306.09
Depreciation & Amortization expense	27.28	28.08	32.94	35.67
Profit before tax	32.27	7.61	75.834	270.01
Tax Expenses	-0.26	-2.71	3.11	63.73
Profit After Tax	6.39	10.32	93.67	206.27
Other Comprehensive Income, net of tax	0.00	0.00	0.00	0.00
Total Comprehensive Income	6.39	10.32	93.67	206.27
Earnings per Equity share of Rs. 10/- Basic (Rs.)	0.08	0.13	1.18	2.60
Earnings per Equity share of Rs. 10/- Diluted (Rs)	0.08	0.13	1.18	2.60

FINANCIAL HIGHLIGHTS

During the year under review total income of the Company was Rs. 2299.64 Lakhs as against Rs.1342.52 Lakhs in the previous year. Total Expense of the Company during the year under review hereby 2261.77 Lakhs was as against 1366.09 Lakhs in the previous Year. Your directors are putting in their best efforts to improve the performance of the Company.

STATEMENT OF AFFAIRS OF THE COMPANY

Dhampure Speciality Sugars Limited is incorporated under the Companies Act, 1956 having registered office at Village-Pallawala, Tehsil-Dhampur, Bijnor, Uttar Pradesh-246761. The Company is listed at Bombay Stock Exchange.

During the year Company earned a Profits of Rs. 6.39 Lakhs.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

MATERIAL CHANGES

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31^st March, 2024 and the date of this Report.

DIVIDEND AND TRANSFER TO RESERVE

Since the Company has not sufficient profits during the year being reported, therefore the Board of Directors of your Company has decided to not to declare any dividend to shareholders of the Company for the financial year 2023-24, thus no dividend is being recommended for this year. Accordingly, no amount is also proposed to be transferred to the reserve of the Company.

EXPORTS

During the year under review total export sale of the Company was Rs. 56.80 Lakhs as against Rs. 34.50 Lakhs in the previous year. Your directors are putting in their best efforts to improve the performance of the Company.

RESEARCH & DEVELOPMENT

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in Sugar Industry.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, forming part of the Annual Report.

SHARE CAPITAL

As on 31st March, 2024, paid up share capital of the Company was Rs. 7,93,12,000 divided into 79,31,200 equity shares of Rs. 10/- each. There was no change in share capital of the Company during the Financial Year 2023-24.

Members approved at the EGM held on 07^th March , 2024 issuance of warrant convertible into Equity Shares on preferential basis to the Promoter and Promoter group .

INFORMATION TECHNOLOGY

Your Company has been a forerunner in leveraging the benefits of Information Technology (IT) revolution for long. IT has been instrumental in enabling smoother, faster, and transparent processes across multiple divisions of the Companies major operations and activities. Details are given elsewhere in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”), SEBI LODR and Ind-AS-110 on Consolidated Financial Statements read with Ind-AS-28 on investments in Associates, the Audited Consolidated Financial Statements for the financial year ended 31^st March, 2024 are provided in the Annual Report.

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Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a report on the performance and financial position of the Subsidiary Company as per Companies Act, 2013 is given in the Form AOC 1 as Annexure 4 and forms an integral part of this Report.

Audited Financial Statement for the subsidiary Company for FY 2023-24 have been placed on the website of the Company at https://www.dhampurgreen.com/ and are available for inspection at the Company’s registered office.

DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Hence no information is required to be appended to this report.

DETAILS OF SUBSIDIARY COMPANIES

As on 31^st March, 2024 the company has Three wholly owned subsidiaries viz-a-viz Dhampur Green Private Limited, Sun Burst Services Private Limited and Nostalgic Foods Retail Private Limited

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: viz. https: //www .dhampurgreen.com/pages/investor-relations/

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as on 31st March 2024 in Form AOC-1 is annexed to this Report as ANNEXURE -4

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘ANNEXURE 3’ which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

LISTING OF SHARES

The Company Shares are listed on Bombay Stock Exchange Limited (BSE) as on 13/08/1996, The annual listing fees for F.Y. ended on 31^st March, 2024 has been paid.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called “the Listing Regulations”), a separate report on Corporate Governance is enclosed as Annexure -7 a part of this Annual Report,

A duly certified report on Corporate Governance by JLN US & Co., Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

DIRECTORS

Presently, the Company’s Board comprises of 4 (Four) Directors. Besides Chairman, Managing Director who are Executive Promoter Directors, the Board has 1 (one) (one) Non-Executive Director and 2 (Two) Non- Executive Independent Directors.

During the financial year 2023-24, Mr. Mohd Arshad Suhail Siddiqui (Independent Non- Executive Director) (DIN: 06675362) and Mr. Ajay Goyal (Independent Non-Executive Director) (DIN: 02323366) as independent Directors of the Company.

Mrs. Praveen Singh is liable to retire by rotation making herself eligible to be re-appointed on the Board.

Brief resume of the abovementioned Directors being re-appointed, nature of expertise in specific functional areas, detail of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

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

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the directors from time to time.

KEY MANAGERIAL PERSONNEL’S

Name	Designation
Mr. Sorabh Gupta	Managing Director
Mr. Ghanshyam Tiwari	Chief Financial Officer
Mr. Aneesh Jain	Company Secretary

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached which forms part of this report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report. The Nomination & Remuneration Policy can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

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The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. The evaluation criteria of the Company can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

COMPOSITION OF COMMITTEES

As on 31st March, 2024, the Audit Committee of the Company comprises the following directors:

Chairman	Mr. Mohd Arshad Suhail Siddiqui (Non-Executive Independent Director)
Member	Mr. Ajay Goyal (Non-Executive Independent Director)
Member	Mrs. Praveen Singh (Non-Executive Director)

As on 31st March, 2024, the Stakeholder Relationship Committee of the Company comprises the following directors:

Chairman	Mr. Mohd Arshad Suhail Siddiqui (Non-Executive Independent Director)
Member	Mr. Ajay Goyal (Non-Executive Independent Director)
Member	Mrs. Praveen Singh (Non-Executive Director)

As on 31st March, 2024, the Nomination & Remuneration Committee of the Company comprises the following directors:

Chairman	Mr. Mohd Arshad Suhail Siddiqui (Non-Executive Independent Director)
Member	Mr. Ajay Goyal (Non-Executive Independent Director)
Member	Mrs. Praveen Singh (Non-Executive Director)

AUDITORS STATUTORY AUDIT:

M/s JLN US & Co., Chartered Accountant (Regn No. 101543W) was re-appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting and shall continue to be Statutory Auditors of the Company till the conclusion of 35^th Annual General Meeting to be held for the FY 2026-27.

STATUTORY AUDITORS’ REPORT

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s Uma Verma & Associates, to conduct secretarial audit of the

Company for the financial year ended 31st March, 2024. The Report of M/s Uma Verma & Associates in terms of Section 204 of the Act is provided in the “ANNEXURE 1” forming part of this Report. The observations (including any qualification, reservation, adverse remark or disclaimer) are self- explanatory.

ANNUAL SECRETARIAL COMPLIANCE REPORT & OTHER REPORTS

A Secretarial Compliance Report for the financial year ended 31st March 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under was obtained from M/s. Uma Verma & Associates., Secretarial Auditors, and submitted to the stock exchange.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2024 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s Uma Verma & Associates, Practicing Company Secretaries and filed with the Stock Exchanges.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

COST RECORD

Section 148(1) of the Companies Act, 2013 with respect to maintenance of Cost records is not applicable to your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2024 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s established policies and procedures have been followed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE &POLICY

The Company is not falling under the Section 135 of the Companies Act. So the applicability of Corporate Social Responsibility is not applicable on the Company. Hence, there is no requirement to formulate CSR Policy

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Our Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Based on the deliberation with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Control and System followed by the Company.

RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company’s objectives or threatens its existence.

The Risk Management Policy of the Company can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Vigil Mechanism Policy can be accessed at https: //www .dhampurgreen.com/pages/investor-relations/ under Policies Codes.

ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, The draft Annual Return of the Company in Form MGT-7 has been placed on the Company’s website under the head ‘Investor Relations’ at https://www.dhampur.com/investor/financials.

RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arm’s length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note 30 in the Notes to Accounts attached to the Balance sheet. The policy of the Company on Related Party Transactions can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

SYSTEM

The Company’s shares are available for dematerialization with National Securities depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 97.76% of the total shareholding of the Company was held in dematerialized form as on 31st March 2024

PREVENTION OF HARRASMENT

As required by the Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) forms part of this as “ANNEXURE 6” of this Annual Report.

INTERNAL AUDIT

During the Financial year ended 31st March 2024 your Company has engaged the services of M/s. ALPS & Associates, Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal Auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE 2 to this Report.

The Board of Directors wishes to thank all employees for their contributions to the Company’s operations throughout the year. The Company’s growth has been aided by the collective spirit of cooperation among all levels of personnel, as well as their sense of ownership and devotion.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 2013, the following information is given in separate statements annexed hereto, which form part of this report:

a) Secretarial Audit Report :Annexure 1A

b) Secretarial Audit Report of M/s. Nostalgic Foods Retail Private Limited (Material Subsidiary Company) :Annexure 1B

c) Details pertaining to remuneration as required under section 197 of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014: Annexure 2

d) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014: Annexure 3

e) Statement containing salient features of the financial statement or subsidiaries or associate companies or joint ventures (AOC-1): Annexure 4

f) Certificate by Managing Director and Chief Financial Officer of the company under regulation 17(8) of SEBI (LODR) regulations, 2015: Annexure 5

g) Management Discussion and Analysis Report: Annexure 6

h) Corporate Governance report: Annexure 7

i) Independent Auditor’s Certificate on Compliance with Corporate Governance :Annexure 8

j) Certificate Of Non-Disqualification Of Directors : Annexure 9 HUMAN CAPITAL

Relation with employees continued to be cordial and harmonious. HR policies of the Company are aimed at attracting, motivating and retaining employees at all levels.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, there is no amount of dividend is due for transfer to IEPF.

DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

There is no fraud reported by auditor’s U/s 143(12) of Companies Act,2013.

APPRECIATION

Your directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your directors also express their appreciation for the committed services by the employees of the Company.

For and on behalf of the Board of Dhampure Speciality Sugars Limited

Sorabh Gupta Praveen Singh

Managing Director Director

DIN: 00227776 DIN: 07145827

Place: New Delhi Date: 14^th August, 2024

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Mar 31, 2023

Your Directors are pleased to present the 31^st Annual Report for the financial year ended on March 31st, 2023.

1. FINANCIAL RESULTS Rs. In Lakhs.

	Standalone		Consolidated
FINANCIAL RESULTS	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Net Sales	1324.79	1342.52	2157.07	2376.02
Other income	49.32	1.38	324.45	35.62
Total Income	1374.11	1343.91	2481.51	2411.64
Earning Before Interest , Tax, Depreciation and Amortization (EBITDA)	36.11	63.45	306.09	85.07
Depreciation & Amortization expense	28.08	24.99	35.67	36.27
Profit before tax	7.61	38.19	270.01	48.54
Tax Expenses	-2.71	7.24	63.73	6.17
Profit After Tax	10.32	30.95	206.27	42.37
Other Comprehensive Income, net of tax	0.00	0.00	0.00	0.00
Total Comprehensive Income	10.32	30.95	206.27	42.37
Earnings per Equity share of Rs. 10/- Basic (Rs.)	0.13	0.39	2.60	0.53
Earnings per Equity share of Rs. 10/- Diluted (Rs)	0.13	0.39	2.60	0.53

2. FINANCIAL HIGHLIGHTS

During the year under review total income of the Company was Rs. 1324.79 Lakhs as against Rs.1342.52 Lakhs in the previous year. Total Expense of the Company during the year under review hereby 1366.09 Lakhs was as against 1305.45 Lakhs in the previous Year. Your Directors are putting in their best efforts to improve the performance of the Company.

3. STATEMENT OF AFFAIRS OF THE COMPANY

Dhampure Speciality Sugars Ltd is incorporated under the Companies Act, 1956 having registered office at Village-Pallawala, Tehsil-Dhampur, Bijnor, Uttar Pradesh-246761. The Company is listed at Bombay Stock Exchange.

During the year Company earned a Profits of Rs.10.32 Lakhs.

4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY There has been no change in the nature of business of the Company.

5. MATERIAL CHANGES

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31^st March, 2023 and the date of this Report.

6. DIVIDEND AND TRANSFER TO RESERVE

Since the Company has not sufficient profits during the year being reported, therefore the Board of Directors of your Company has decided to not to declare any dividend to shareholders of the Company for the financial year 2022-23, thus no dividend is being recommended for this year. Accordingly no amount is also proposed to be transferred to the reserve of the Company.

7. EXPORTS

During the year under review total export sale of the Company was Rs. 34.50 Lakhs as against Rs.24.90 Lakhs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

8. R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in Sugar Industry.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, forming part of the Annual Report.

10. SHARE CAPITAL

As on 31st March, 2023, paid up share capital of the Company was Rs. 7,93,12,000 divided into 79,31,200 equity shares of Rs. 10/- each. There was no change in share capital of the Company during the Financial Year 2022-23.

11. INFORMATION TECHNOLOGY

Your Company has been a forerunner in leveraging the benefits of Information Technology (IT) revolution for long. IT has been instrumental in enabling smoother, faster, and transparent processes across multiple divisions of the Companies major operations and activities. Details are given elsewhere in the Annual Report.

12. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (“the Act”), SEBI LODR and Ind-AS-110 on Consolidated Financial Statements read with Ind-AS-28 on investments in Associates, the Audited Consolidated Financial Statements for the financial year ended 31st March, 2023 are provided in the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a report on the performance and financial position of the Subsidiary Company as per Companies Act, 2013 is given in the Form AOC 1 as Annexure 4 and forms an integral part of this Report.

Audited Financial Statement for the subsidiary Company for FY 2022-23 have been placed on the website of the Company at https://www.dhampurgreen.com/ and are available for inspection at the Company''s registered office.

13. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. Hence no information is required to be appended to this report.

14. DETAILS OF SUBSIDIARY COMPANIES

As on 31^st March, 2023 the company has two wholly owned subsidiaries viz-a-viz Dhampur Green Private Limited, Sun Burst Services Private Limited and One Subsidiary Company named called as Nostalgic Foods Retail Private Limited in which Holding Company i.e ( Dhampure Speciality Sugars Limited) holds the 80% of the total Shareholding.

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: viz. https://www.dhampurgreen.com/pages/investor-relations/

15. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary Company as on 31st March 2023 in Form AOC-1 is annexed to this Report as ANNEXURE -4

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ''ANNEXURE 3'' which forms part of this report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

18. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

19. LISTING OF SHARES

The Company Shares are listed on BSE Ltd. (BSE) as on 13-08-1996, The annual listing fees for F.Y. ended on 31^st March,2023 has been paid.

20. CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called “the Listing Regulations”), a separate report on Corporate Governance is enclosed as Annexure -7 a part of this Annual Report ,

A duly certified report on Corporate Governance by JLN US & Co. , Chartered Accountants, the Auditors of the Company, confirming the compliance of the conditions of Corporate Governance.

21. DIRECTORS

Presently, the Company''s Board comprises of 4 (Four) Directors. Besides Chairman, Managing Director who are Executive Promoter Directors, the Board has 1 (one) (one) Non-Executive Director and 2 (Two) Non- Executive Independent Directors.

During the financial year 2022-23, Mr. Mohd Arshad Suhail Siddiqui(Independent NonExecutive Director)(DIN: 06675362)and Mr. Ajay Goyal (Independent Non-Executive Director ) (DIN: 02323366 ) as independent Directors of the Company.

Mrs. Praveen Singh is liable to retire by rotation making herself eligible to be re-appointed on the Board.

Brief resume of the abovementioned Directors being re-appointed, nature of expertise in specific functional areas, detail of Directorship in other companies, membership / chairmanship of committees of the board and other details, as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries of India, are given in the Notice forming part of the Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a

declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

23. KEY MANAGERIAL PERSONNEL''S

Name	Designation
Mr. Sorabh Gupta	Managing Director
Mr. Ghanshyam Tiwari	Chief Financial Officer
Mr. Aneesh Jain	Company Secretary

24. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached which forms part of this report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration paid to the Directors and the Senior Management is as per the Managerial Remuneration Policy of the Company. Brief details of the Managerial Remuneration Policy are provided in the Corporate Governance Report. The Nomination & Remuneration Policy can accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

25. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

26. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.The evaluation criteria of the Company can be accessedat https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

27. COMPOSITION OF COMMITTEES

As on 31st March, 2023, the Audit Committee of the Company comprises the following directors: Chairman: Mr. Mohd Arshad Suhail Siddiqui(Independent Director)

Members: Mr. Ajay Goyal(Independent Director)

Members: Mrs. Praveen Singh (Non Executive Director)

As on 31st March, 2023, the Stakeholder Relationship Committee of the Company comprises the following directors:

Chairman: Mr. Mohd Arshad Suhail Siddiqui(Independent Director)

Members: Mr. Ajay Goyal(Independent Director)

Members: Mrs. Praveen Singh (Non Executive Director)

As on 31st March, 2023, the Nomination & Remuneration Committee of the Company comprises the following directors:

Chairman: Mr. Mohd Arshad Suhail Siddiqui (Independent Director)

Members: Mr. Ajay Goyal(Independent Director)

Members: Mrs. Praveen Singh (Non Executive Director)

28. AUDITORS STATUTORY AUDIT:

M/s JLN US & Co., Chartered Accountant (Regn No. 101543W )was re-appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting and shall continue to be Statutory Auditors of the Company till the conclusion of 35th Annual General Meeting to be held for the FY 2026-27.

STATUTORY AUDITORS'' REPORT

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

29. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s Uma Verma& Associates, to conduct secretarial audit of the Company for the financial year ended 31st March, 2023. The Report of M/s Uma Verma& Associates in terms of Section 204 of the Act is provided in the “ANNEXURE 1''forming part of this Report. The observations (including any qualification, reservation, adverse remark or disclaimer) are self- explanatory.

ANNUAL SECRETARIAL COMPLIANCE REPORT & OTHER REPORTS

A Secretarial Compliance Report for the financial year ended 31st March 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under was obtained from M/s. Uma Verma &Associates ., Secretarial Auditors, and submitted to the stock exchange.

In line with the Circular dated February 08, 2019 issued by the Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2023 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s Uma Verma & Associates, Practicing Company Secretaries and filed with the Stock Exchanges.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

30. COST RECORD

Section 148(1) of the Companies Act, 2013 with respect to maintenance of Cost records is not applicable to your Company.

31. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2023 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company''s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

32. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE &POLICY

The Company is not falling under the Section 135 of the Companies Act. So the applicability of Corporate Social Responsibility is not applicable on the Company. Hence, there is no requirement to formulate CSR Policy

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Our Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Based on the deliberation with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies & Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Control and System followed by the Company.

34. RISK MANAGEMENT POLICY

The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

The Risk Management Policy of the Company can beaccessedat https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

35. VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Vigil Mechanism Policy can be accessed at https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

36. ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, The draft Annual Return of the Company in Form MGT-7 has been placed on the Company''s website under the head ''Investor Relations'' at https://www.dhampurgreen.com/pages/investor-relations

37. RELATED PARTY TRANSACTIONS

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All the related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions were at arm''s length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Listing Regulations. There were no materially significant related party transactions entered into by the Company. Hence Form AOC-2 under these rules is not applicable to the Company. The disclosures relating to related parties are explained in Note 30 in the Notes to Accounts attached to the Balance sheet. The policy of the Company on Related Party Transactions can be accessed athttps://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.

38. INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

39. DEPOSITORY SYSTEM

The Company''s shares are available for dematerialization with National Securities depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 97.57% of the total shareholding of the Company was held in dematerialized form as on 31st March 2023

40. PREVENTION OF HARRASMENT

As required by the Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) forms part of this as ''ANNEXURE 6'' of this Annual Report.

42. INTERNAL AUDIT

During the Financial year ended 31st March 2023 your Company has engaged the services of M/s. ALPS & Associates, Chartered Accountants, as Internal Auditors to carry out the Internal audit of the Company. The reports of the Internal Auditors, along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of Internal controls.

43. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE 2 to this Report.

The Board of Directors wishes to thank all employees for their contributions to the Company''s operations throughout the year. The Company''s growth has been aided by the collective spirit of cooperation among all levels of personnel, as well as their sense of ownership and devotion.

44. STATUTORY STATEMENTS

As per the requirements of the Companies Act, 2013, the following information is given in separate statements annexed hereto, which form part of this report:

a) Secretarial Audit Report (Form MR 3) :Annexure1

b) Details pertaining to remuneration as required under section 197 of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 :Annexure2

c) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014: Annexure 3

d) Statement containing salient features of the financial statement or subsidiaries or associate companies or joint ventures (AOC-1) :Annexure 4

e) Certificate by Managing Director and Chief Financial Officer of the company under regulation 17(8) of SEBI (LODR) regulations, 2015 :Annexure5

f) Management Discussion and Analysis Report Annexure 6

g) Corporate Governance report Annexure 7

h) Independent Auditor''s Certificate on Compliance with Corporate Governance Annexure 8

45. HUMAN CAPITAL

Relation with employees continued to be cordial and harmonious. HR policies of the Company are aimed at attracting, motivating and retaining employees at all levels.

46. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF )

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, there is no amount of dividend is due for transfer to IEPF.

47. DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

There is no fraud reported by auditors U/s 143(12) of Companies Act,2013.

48. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

For and On behalf of the Board of Dhampure Speciality Sugars Limited

Sd/- Sd/-

Sorabh Gupta Praveen Singh

Managing Director Director

DIN:00227776 DIN:07145827

Place: New Delhi Date: 31^st August, 2023

---

Mar 31, 2015

The Directors present the 23rd Annual Report and the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

Standalone

FINANCIAL RESULTS 2014-15 2013-14

Net Sales 34,62,71,418.00 38,19,36,044.00

Other income 35,27,678.00 10,61,340.00 Profit before interest, depreciation and tax

Finance Cost (including Interest) 6,64,130.00 4,54,029.00

Depreciation 44,00,916.00 20,19,397.00

Exceptional Item 0.00 0.00

Profit before Tax 70,44,169.00 1,06,41,248.00 Provision for

- Current Tax 29,59,656.00 33,97,157.00

- Deferred tax (6,24,017.00) (20,643.00)

Profit after Tax 45,94,235.00 70,46,741.00

Extraordinary Item 0.00 0.00

Profit after tax including extraordinary item 45,94,235.00 70,46,741.00

APPROPRIATIONS

Less:

Dividend-Equity shares 0.00 5728960.00

Dividend Tax 0.00 929381.00

General Reserve 12,18,47,708.00 11,05,95,132

2. OPERATIONS

During the year under review total income of the Company was Rs. 34,62,71,418 as against Rs. 38,29,97,384 in the previous year. The Company was able to earn a marginal profit for the year of Rs. 45,94,235 against a profit of Rs. 3,88,400. Your Directors are putting in their best efforts to improve the performance of the Company.

3. STATEMENT OF AFFAIRS OF THE COMPANY

Dhampure Speciality Sugars Ltd is incorporated under the Companies Act, 1956 having registered office at Villageteh Pallawala Tehsil Dhampur Bijnor, Uttar Pradesh-246761. The Company is listed at Bombay Stock Exchange. During the year Company earned a profit of Rs. 45,94,235. Export sales of the company during the year is Rs. 6162289.

4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

5. MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2015 and the date of this Report.

6. DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 7,16,12,000. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

8. EXPORTS

During the year under review total export sale of the Company was Rs. 6162289 as against Rs. 6707048 in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

9. RESEARCH AND DEVELOPMENT

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in Sugar Industry.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

12. DETAILS OF SUBSIDIARY COMPANIES

During the year S.T. Foods Private Limited was the wholly owned subsidiary company of the company and on 25th December, 2014 the Company sell all the shares. As on 31st March, 2015 the Company has no Subsidiary Company.

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

Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as 'ANNEXURE 1'which forms part of this report.

14. LISTING

At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the financial year 2015-16 to BSE has been paid.

15. CORPORATE GOVERNANCE

The Company has complied with the provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from Company Secretary in Practice on compliance of Clause 49 of the Listing Agreement.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance Report and forms part of this Report as ANNEXURE 2.

16. DIRECTORS

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on 31st March, 2015 appointed a Women Director Mrs. Praveen Singh as Additional Director. Mrs. Praveen Singh shall hold office upto the date of the ensuing AGM of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees one lakh. She will be subject to retirement by rotation.

The brief resume of the Directors being appointed/ reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are provided in the report on Corporate Governance forming part of the Annual Report.

Further as per Section 149(5) of the Companies Act, 2013 the Company is required to appoint Independent Directors under Section 149(4) within a period of one year from 1st April, 2014 i.e. the date of commencement of the said Section and Rules made thereunder. Since the Company had already appointed Mr Murli Manohar and Mr Deshraj Singh as Non-Executive Independent Directors subject to retirement by rotation in the past, in terms of Companies Act, 1956 and the Listing Agreement. The Board of Directors in their meeting held on August 13, 2015 after consideration has recommended to reappoint all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 [including Section 149(10)] of the new Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years.

'Mr. Narendra Kumar Gupta, Director liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

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

17. KEY MANAGERIAL PERSONNEL'S

Name Designation

Mr. Sorabh Gupta Managing Director

Mr. Ilyas Ahmed 1 Chief Financial Officer

Mr. Ziaul Hasan Khan 2 Company Secretary

Ms. Neha Bansal 3 Company Secretary

1. Mr. Ilyas Ahmed resigned w.e.f. 30/05/2015

2. Mr. Ziaul Hasan Khan Resigned w.e.f 31/05/2015

3. Ms. Neha Bansal appointed w.e.f. 18/07/2015

18. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached which forms part of this report.

19. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached which forms part of this report.

20. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 9 (nine) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

21. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5(excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

22. COMPOSITION OF AUDIT COMMITTEE

As on 31st March, 2015, the Audit Committee of the Company comprises the following directors: Chairman : Mr. Murli Manohar (Independent Director) Members : Mr. Deshraj Singh (Independent Director) Mr. Narendra Kumar Gupta (Non Executive Director)

23. AUDITORS

STATUTORY AUDIT:

The Auditors, S. Prasad Agarwal & Co, Chartered Accountants, were appointed with your approval at the 22nd AGM to hold such office till the conclusion of the 24th AGM. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of S. Prasad Agarwal & Co, from the conclusion of the ensuing AGM till the conclusion of the 24th AGM.

The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of S. Prasad Agarwal & Co, for the financial year 2015-16.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

24. SECRETARIAL AUDITORS

Your Board, during the year, appointed M/s Anjani Kumar & Associates, to conduct secretarial audit of the Company for the financial year ended 31st March, 2015. The Report of M/s Anjani Kumar & Associates in terms of Section 204 of the Act is provided in the "ANNEXURE 3' forming part of this Report. The observations of the (including any qualification, reservation, adverse remark or disclaimer) are self- explanatory except the following:

1. The Company has borrowed the amount of Rs. 702901 from Punjab national bank but in this regards no board resolution has been passed and it also attaract the provision of chapter VI relating to registration of charges and the Company has not filled the CHG-1 for the same.

2. The company has made loan and advances of Rs.142396059 which would attract the provision of section 186(2) of the companies act,2013 but in this regards no approval of shareholders has been obtain by way of postal ballot (Special Resolution) reads with the Rule 22 of companies(Management and Administration)Rules,2014

3. Independent director & Managing Director continuing the office even after expiry of his tenure. Approval of the Board & shareholders vide necessary resolution was obtained.

25. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date.

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

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEES

The Company is not falling under the Section 135 of the Companies Act. 2013 So the applicability of Corporate Social Responsibility is not applicable on the Company.

27. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

28. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company's social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

29. VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

ANNEXURE 4.

31. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions.

Your attention is drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements

32. STATUTORY STATEMENTS

As per the requirements of the Companies Act, 2013, the following information is given in separate statements annexed hereto, which form part of this report:

a) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014. Annexure 1

b) Corporate Governance report Annexure 2

c) Secretarial Audit Report (Form MR 3). Annexure 3

d) Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014. Annexure 4.

33. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

34. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

Sorabh Gupta Murli Manohar

Managing Director Director

DIN: 00227776 DIN: 01173857

Place: New Delhi

Date : 13th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the accounting year ended on 31st March,2014.

FINANCIAL RESULTS

The working results of the Company are briefly given below :

(Rupees) (Rupees) Current Year Previous Year

Sales & other income 382997384 456676495

Operating Profit before Depreciation & tax 12660645 13514567

Less : Depreciation 2019397 2006162

Profit before tax 10641248 11508405

Less: a) Proposed Dividend 5728960 5728960

b) Provision for Tax

(i) Current Tax 3397157 3676323

(ii) Deferred Tax (20643) (24445)

(iii) Income Tax paid for Previous Year 217993 115385

(iv) Dividend tax 929381 929381

Profit after Tax 388400 1082801

REVIEW AND PROSPECTS

Company produced 993 MT of Invert Sugar during the year as against 952 MT in the previous year. Speciality Sugar produced 595MT during the year against 404 in the previous year.

The Company has achieved a turnover of Rs. 382997384/- doing value addition of speciality sugars and chemicals during the year as against Rs. 456676495/- in the previous year. The overall performance of the company resulting profit during the year. This was achieved by leveraging the brand value of the company, using strategic relationship with the customers and utilization of the logistics infrastructure of the company.

The company has taken major strides in becoming leader in supplying speciality sugar products not only in India but also internationally. The company is focusing to increase the base in domestic market for invert sugar and Speciality Sugars.

At present, we are moving in the directions developing wider product range of Speciality sugar by acquiring technical expertise or by using in house Research & Development, some of these are sugar cane juice, fancy sugar cubes etc.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public during the financial year.

DIVIDEND

Your Directors recommended a dividend of 8% (Rs.0.80) per equity Share of face value Rs.10- each for your approval.

DIRECTORS

In term of Section 152(6) of the Companies Act, 2013 and articles of Association of the company, Mr. Narendra Kumar Gupta is retiring by rotation but being eligible, has offered himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (5) OF THE COMPANIES ACT, 2013

T he Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

CORPORATE GOVERNANCE

We are making best efforts to implement the norms, which are promulgated by legislation, or any of the statutory bodies. In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors, has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreements with the Stock Exchanges.

AUDITORS

M/s S. Prasad Agarwal & Co., Chartered Accountants, the retiring statutory Auditors, being eligible, offers themselves for reappointment. They have confirmed that their reappointment if made would be within the limits in accordance with section 141 of the Companies Act, 2013.

THE PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year ended March 31, 2014, no employee is drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975.

LISTING OF THE SHARES

Company''s shares are listed at BSE Ltd. And the listing fee for the year 2013-14 has been paid to the BSE Ltd.

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

The particulars required to be included in terms of Section 217 (1)(e) of the Companies Act,1956 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure.

EMPLOYEE RELATIONS

Employee relations remained cordial during the year under review.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the timely assistance and help extended by the Banks and Financial Institutions. The Board also wish to place on record the valuable contribution of all the officers, staff and workers in ensuring the smooth operations of the company.

On behalf of the Board of Director Dhampure Speciality Sugars Ltd.

Place : New Delhi Murli Manohar Sorabh Gupta Date : 30.08.2014 Director Managing Director (DIN: 01173857) (DIN: 00227776)