Directors Report of Khaitan (India) Ltd.

Mar 31, 2024

Voi^r Directors presannher aetn Annual Reportlogeiht:-: fifth the audited Accounts tajflbe year end&d 3lac Ma;cn, 202*

SUMMARY OF FlNAN DIAL HIGHLIGHT

Rs iii acs

FI NAN UAL RESULTS FOR THE YEAR EN DEO 31ST MARCH	2023-EC24	2tMt2-?j023
Saes & Qd crating Income	5836.W	5?45.fiS
H OTiC. (Lass) ba-''yte IniereSt i ?sbcBC-iaLiuh	*71.27	&09.92
Amortization and Taxation	0(H)	0.00
Interest,'' Finance Co''St	¦287.97	-244.C3
P''otU / (Loss) before Depreciation andTaxat.on	1A3.30	2e4.gg
DepfSCiatibh	-49.90	-i.07. 12
Prolii t (Loss) befcTe Taxation	: 34.00	07,87
Taxation	0.00	0.00
Ffofil i (Loss) for the year from coni ruling -''perafic-ns	134 00	67.87
Pfdli (Loss) (nwp iSuu''iL-OuBd upEcatiuhs	0.00	0,00
Piotii for the year	134.00	27.87
Other Gumprehensive Income i (Less)	27,27	4
T-:-tal Ccm-prehsnsive Income / (Loss;	161.27	114.55

STATEMENT OFRETAINED EARNINGS

At the b spinning of the yeai	1063,62	905 75
Add: Pratt for the Year	134.6D	67.87
At the end ul v**j-	1137.62	1063.62

The 0tlifiet6l Staler ¦ .ants Suu OrUparfid in iSdeardanss vLtn the India Aefrannling StindiirdB (Ihd AS} urVCDr ihdccS-l ddHiysnUon li.n Bccru^l SaSiS. His ministry ''.if CMpomle atfaln (MCA.) v da Is nL^ltfraa;i”n lr> Ihe -.ifidel gtizetle dated ^ef-uiry 1E 2015 notiileu the InrHafl Accounting StaJIda''ds (Ind AS) _Eepplie:st]le'' Ce? dvar l^tir¹ e-asses af Car ipaniSS, IndASisapCiicdblijfium 1itAfl-.l 2017.

Indian Accounting Standards

Share Capital

Ttwrfl iyss r-j c-langslr thiShawCaplui at on 31:1 Marfi^ .ID^

Din id end ahdTrantferfti Roson/s

Tha Eitaid considered It prudent (win a vtew [u cun-serYC the resources ibrtbe corn cany s grtiwlN and expansions} nut Ed recommend psyfflartl or.jryd^:Y dencl an Itie EquftystlSirM ^rertne HriancSaJ year uhd t>r WYllftV. FurtftSf, Board d Ihfl Coin parry las dec:dgd Pdf to transfer any sum to reserve.

Eton omle C llmale and d n r Petlcnnenct

Asps''-Lib final Mtfcnate ofl^jional Statistical orfics. Hit GDP of India has grown by India farFY^)2J_r which lirtt* highest among maja: advanced and emerging market eounui fliers. ih''i rebound In growth tan be attributed to sound maci''utcjncmie ftjndimantals, mtKteiatbr or fiiflatfonafy aressuit and prudeiit oubl''-t ta ties. Further, ihe ''.using ?'' pupply-iJcki botcenecrLi and the thrust an Iniiastiuctdral capital sSSerdlture have enabled tconamlc growth.

Going forward, India ;s expected to cm ergs as l-ik third torflsst economy across tha wo Id by loidtyr ig tht financial syst-.m. (HjomvianjJ raspoir:- ble Inn ovation and diivlng inclusive gjswthas per this gov“nr.rnerirs Key prforffles.Sl he emphasis wii ¦ rsnfj^i on promising capltei eatpendhura, -mi ash u.''.''Lure Improvement s-jEtamabe llvietlhOog practices ancihc prqrWtlon o( grasp erwigy I he -:esei\e Bank of India (RBl.l iv I conHnue to focus on ensuring durable price st-ibil ty ar-o eriving medium term deb: susLaunabTHyi thereby, further stiort-glhenlng the hear Ha) sectors reslliei ice and spun log new growth opportu nh''es

Fans are probably ;me of trie fe>v liweMiuns that have nut gore but ul fashion evei''i alts''-125 years of existence. Tti teep pace wtlii the changing times, maitulacTjrers have focused -jm impiov.ng design, efficiency, and look. Electric fan, which features lr. Lne high market penetration pn duct category, Is an Item ut necessity and mass const-mpti''.’n The ceding fan ¦ -is.¹ uef in India is anticipated h; achieve a mllest-jue of 5Q.3 n'' ikon unite by 2D32. 7B. India electric tans nave mosliy ficir very common types celling ans, table-ans_r ReJsst-al Ians, and Wall fans. ZUPng the firrecasted years tba ma/ftet is go n^ eo Increase r riche categories I Ike prenr. um tans, Energy efficient fans, and ciislornteed or decorative fans, nerelore vve look forward to Increase ''.iur share 1 n the markel.

Marketing division of the company markets efenrtcBf products fika tan, cooler, pumps etc. We report that ihs rntitricallng division has contributed significantly to turnover of me company. We believe ttiaL tits marketing division would pertu mt better In tlto time to come and sl''-all contribute significantly InpmtttaDfllty also.

During me year 2023-2024 also, company could not start operation of the sugar mill (seasonal) mainly due to paucity of furwa to f litanes the working capital ncqul ramant and atlw direct and opa ration expenses.

Credit Riding

No credit rating duiing the financial year under itwlowwas rocetvod by the company Cosh Flow Analysis

In conformity ₀r rite provision uf Regulation 34 ufiho SEUl [Listing Obligation and OfccloEure Rcqulneimenss) Regulations ZD 15, the cash flaw statem-Bntf or the year ended 31,03.2024 fs included In the financial accounts.

Significant Events after Balance Sheet Dale

There has been no significant event alter Palanca Sheet Date.

Particulars of Loons. Guarantees or Investment

Rofsrerwe Is made to financial statements for loans to bodies corporate and for guarantees provided by ih* company. As regards details of Invesiments I n bodies oorporate, the sane are given In diet inanclal sutentents.

Certification fro m Auditors In Relation to Corporate Governance

The Report on Corporate Governance as stipulated In the Listing Regulations forms part of Annual Report. The requisite certificate flom M''e.JV.C, Ebattscherjee ftPauf, Chartered AcmiLmianls,«rtifimnirig compliance with the cundlltonsrif Corporate Qovcrrujioe as stipulated under tits Listing Regulations Is annexed hereto Anrtexura to this Report.

Corporate Governance

As per 3EBI (Listing Obligations and Disclosure Requirements} Regulation, 201 £ annayed to this Is Auditors'' Certiflcatitm on Corporate Governanceforming part of the Annual Report.

fidtrlh In respect of Frauds reported by Auditors under section 143(1 3fi

During the year under review, there ware no frauds reported by the auditors to the Audit Conrmiltee or (he Board under section l S(1£) trf the Companies Act 2013. Further, no fimud has been reported during the audit conducted by the Statutory Auditors, and Secretarial Auditors of the Company,

Management Discussion and analysis

The Management Discussion and Analysis Report tor the under review ns stipulate under 3EB! (Listing and Disclosure Requirements) Regulations, 2015 Is attached

Annuel Return geuer

Pursuant to Section 02(3} read with Section 134(3}(A} of the Act, the draft Annual Return as on 31st March, 20sM Is hosted on the Company''s webetie l,e-http:,¦'',hwvw,5theitansugar,|nr

Public Deposits

The Company has not accepted ary deposit from pubJio falling within the ambit of section 73 of the Companies Acs, 2013 and the Company''s (Awepbinceoi Deposit) Flutes, 2014

pfirtlculqraot U-aqn and Guaranies and Investment

Details of Loans, Guarantees and Investments covered under the provistons ol flection 136 of the Companies Act, 2013 are given in (he note? to toe Financial Statements and hence no* repeated (n directors rejwrt-

CoTpcrgte Socle! Responsibility (CSR)

The Compeny haa nol developed end implemented any Csrpcrate Social Responsibility initiatives ee ihe eaid provisions are not Applicable to the Company,

Whistle Blower Policy

The Compiany has a Wtiiatie ttiewer policy which i j hosted on its website www.khsj.tanaug wJiri

Slredvrs

There we & Directors rjr Board out dfwtlistl 5 are Independent Director, and 1 is Whole Time-?iractor Tnere has bEen nn change m Directorship dunngthe year 2023-2074 except the fallowing:-

Mr ?¦''.jay Ahiswat {DIN: 01227343] was appa''nteoasftdd liana) inrjeoenoert Nan SMCulivt Director ifcfch etf-ecl ‘mm2 i ^L0 £022 in Bdarl M^iSn''gandiBtlflcatfuri in AG Mm be held on i^.oS .^npn Ur Ajoy AWawal jl a candidate Ibrihfl office h j directi; i otthe Company, be and is hereby appointee as an ndepcndcnt Non lixeculive Director of the Comaanvitp a: linsrcia''. yw-r 7-.027 and s not noble to retire by nomton

{fif Board and Committee s Evelnatlon

Pursuant tu Hwprwislon rftoe CLimpsmyAcf. 2Ui3.>rd £17 R: I isting Oeiiaa^-.: ins and Disclosure Rsqu recants "sgulautn, 2d: 5 the Board nas parried < ul annual perfamfence evatuattori i :f ii? own parfi ¦ manoe, me directors Individually js we (as working of irs Audit Commirtee, the Nom nation Remuneration and Shan^oidera Heliaiiuhsh p tomflitese n t ie Board Weeing daiea i ? 02 2024.

rhelndepsnoent Diractot^twrled nut annual pai^^anseeii^u^qnBTtheChdiliiwrson, rhe Non independent Dlreclorsend the Bn-aid as a wfioleffi the separaie meeting he :j on 12-02 voy-tchne ndependent Directors tai^tig mo ac wuntthB vfewsof the Fjnesirtjve uhecto ^rs ano other Npn-BjMtfeve Director

roe oertorm ,mce o^: the Roam, ns Comm-Tiees and each Boam Member ma y Dually v, as evsli i sued by the Bnanri bases nn the policy nr rjerfnima.xe equation spec Bed oy frid Nom nation am l>n rnorntinri Crirrumittee Thd method of evaluation h?r. been E*pla neo in (torpor,ste Govern&n ns Report

{ilfo Board and Committees MeelhitfS

The rietai Sof-mfletii''g d(Board Sfld ItSVarlcuScoiUrrettehs .ve given ir Corporate Cl^veritanceReportfornnnq pen ntiepnrt. {iv> ClsqnelHlcfliturmf Dlreotare

None c-f the Directs rs are d^: squsilfled under section I 04#) nf the C n mpa/iies Act. 2013 (V) indepandenl DlreclorsDeclaration

AH Ine independent Piir&Ctora have g •,*n rhei- dec iararion conferring that tiiey meet the criteria of Incenenderce in terms oi section I40ffi) o* the fior-penies Act,, 2013 T''ne Innepmdem D actor? have compiled whh the Corte tor rdepend&m Directors nrescribsri n Schedhie ''¦,'' to lhe Act. The ndependgnt Directors hive .= sc cdfflpied with n Code si Cornfud for Directors and Senior Management Personnel

m) Ccimrni ssi-on

Etfecytive Director end V. Ido :nie Direoton were not in Tenen: Ji! any Cutorti r.sior tmm rhe crr-mpa ny, Execute Directs e nd ''¦¦tihole rime Di -ncior wier^ nr. 11 n receml rrf any oom missi-.''in irnm ^ vibsidi =iiy fha’s in no subsidiary)

Kay Moruigc merit PdraonncE (1) Ap pal ntm: ni

0 Mr. Eunay Krtstlffla Kha un, EjiaCirJve O''rtCdur, ''.uasn-SO jinLod As Chic'' Rnandfll OHiMr (CFO) wi:h eftsd ^Jram 30-05-2Q-23 d j6 to rtri^riiiiLii u1 V f Swap An ''-.u.tiA'' Dj.- ^vtic ncs cnec ''t th efteol r™ O''l ^r.^-23 I lo is a ciual l-od ESC (Co-jr.i. hi''Cv F rar-cc'': More thin 7 Yecr^ a ESt(wrt»m3B i ?,lar^J-:-3Lir-.^. ul ^,TA''ia and Appiid KLe>;. I Is rj i''j o^acutivs j rector of the company and o Ihe i-''ie. rnbsr j_d,ji_: Lcnu nhae. I le ha''j geiriad vaer BTpdfitnCa in fusparalldn And v'' iJ idtior¹ u^: Liicu-Li itt, dnd o-t:16r day day apftraS''jnA ,iattor cflirir l Ii S i-Sr".- With tflS curnpany. . In retiui ov'' Ivtj 21 .(JT^nsid je topt«OCCllpat‘onwlf nltierAfa r; -j''thepaflipal^

in Mb Sun: I FAidri ,''l-us appo rfet Ch ?l -hd lo-al r.M''icer jCFO) W^:hi ei lev. fro n 21 D7-2Q2i d-jo- to fflS q hilklfi H Mr ®unay KrishnaKhaisan wtiu rwignadvrith effaci r.''m 21-07-2C23. l ie ii a Graduate Inaatnirmlma''airitlhwt r-iL>raLhan Mb'' deuddeso'' L^per t-rite n F-iriiir^e A&tra#iarid Ad. ^:iinbLrAl.un ir:Cjo,r so Includingtonaumercu atjlei

ih| Mr Ankll Sugandh ''Aas ippclritod =ie Comoiny dDC''eie''y-jrid Compliancfl Offlcarw Li a-toc! fruril 2'' 07-2023 doe td ¦‘flsl jdailon -ir'' Wi Ptad u Haida ''.-Vtto resigned tvl''Jri nffeot (bum 14-D5-2023 l Rl is J/nrrbsr of The fnsSM''Jlb of Comdariy SuetMarlB* is! India.

Iv) Due b Rati gnatfori of Mr. Anhii SugsruJh, Ccmpany Sacra:j''y j-id Cumo u-ilc Officer of ihs to --.piiny. Mr Mr Chandra

Nsiih Banarjea (r-(JS025&) hda aoen appointed jj ira Company Sflciists^andCoffl''fHlaneftOfileiroflha Cornpany with erfset frcrri lDth Augost, 2024 M'' OhanCra Ne.l.i 0Btrerje« is a commerce Graduate. Me is a Fel oV,¹ Memucr of the uwlliiuto of Cor.ipuny SfccrelarCB vf Indii having i;;Ei-.bcrsrilp humbeias FSB5S. hie haa vast expciit-ricri haccauntsi ^nd campany few iriast erstdf nridrt than Stlyaafs

(fit FtBstgnHtlofi

r Mr. SwBpan Kumar Das rBeidnedon22-G3-2fl23agChief Financial Officer {CFO) milh BttscfffDm''Cff -Q4-2CI23 which was taken on recurs) at the netting hrid ori GO-K-aflsa, The Board noted Its appreciation for his guidance during his tenure as Chief Financial Officer (CFQ)-

ii) Mr. Predtp Hsfcerresigneo on as Company Secretary £ Ccmplsnce Officer with effect from 1 ^1 -&5-SC‘-S3 wnncti

was iaken on record Bitfis meeting he''d on 30-05-2023. The Board noiEO its sy, n''EmBticn. Inr his guidance during histenuiB B5 Company Secretary SCpmpJiance Officer

lie Mr, Surrey Krishna Khgitan resigned B5 Chief FinancierOfficer (CFO) witheFedfram 2L-07-3023 which WB5 taken on record

EifriB meelinp he''d on 21-07-2023. Ths Board noted its Bppreciatipn for his guidance during his tenure as Chisf Financial Officer (CFO).

turn ¦ v"t ..uhki : . ii £¦. us .''-di. gag ^: ’ S''L

iv) Mr. Ankll Sugandh neeigned With atract from LH-fl/-:20£a as Crunpeny Secretary 4 Com alienee Officer which was taftan on record althe meeting field on 1 U-M-2024. The Basrd noted ita anDrechSitinn tor h is guidance during his tenure as C emoinv Secretary & GumplisncB Officer.

Dlroetoi''s rcfircfrtorrt by nitrtl on

Mr, Sunay Krishna Khaitan, Wfrale tlme Dlreciur designated as Executive Chairman (DfN;075B5Cf7Di wtruhJ iatlre by rotation and being eligible, offers the: nseluea far re-appalnimEnt.

Coruervattcm er Energy. Technology Absorption and Foreign Exchange Earning ft outgo.

The Infirtmaftcr on StuiEaryefion of energy, laehflulugy absorption and foreign exchange aamlngs and otilga stipulated under section 194(3}(md of the Companies Act, £013 read wilh Rule 9 of the Com pen iea (Accuuni) Ru^iiOi 4 Is annexed esAmesura - I

information of Employees

Provision of Section 137 of the Companies Act, aOf-3 read wifh Rules 5(2) and (3) of Companies (Appointment and Remuneration of iitananBriaJ Personnel) tuIes, 2014 are not applicable as no Employee cr director el Vis Company wes receipt of such remuneration as dreserUMd under fria saldrulas.

The Company f.siSeYesltiat Ira employees are a vital resource In the cuitwii business environment. The Company is Bfifaylng good and congenial Industrie) relations at all the Division of the Company. The preaenped information of (h? emptoyeea required unoer section 1 j4(3!-:g) road tviftl Rule-5 of trie Companies (Appointment and Re-nun- jriL u''i j( Managerial pBrSonnal) fkllee 2014 t£ attached n*re with asAnncxure-fl

Establishment of Vigil Mechanism Policy

To ensure that the activities of (he Company and ita employees are conducted in a fair and transparent manner by adopting high standards of prciBasionalisrn, honesty, integrity, tfiB company has adopted a ykjil mechanism policy. This policy is B>:n;ainad in Corporate Governance and also posted on Con-oariv''s website www. it haitsnsugar.l n

Development and Implementation o f Risk M anagtm«nf Policy

Tho Company has adopted risk management policy which covens assessment of various rhsk. impactin g the business of ihs company. The oplfcy ewers If timework to Identify, evaluate and mitigate business risk. The Risk Mertegement Policy has been uploaded on the website

Of the Company tfftWi.ktiattan&uger in Remuneration Policy

The Beard has on tha recommendations of Nomination fi Remuneration Cornmiftee framed b poiicy of selecticn I appuinlrTtent ?* Director. Senior Management Personal and thtfr remui raraLlun policy te staled In Corporate Governance Repo rt.

Directors'' Report Responsibility Sbdemenl

Directors respotisl Dlllty slatemanL pursuani to section 134(a) |cf of the Companies Act, 2013 is attached as Annexura - til Business Re sponslbJIHy Reporting (BRRf 6RR ic nut applicable on the company.

Pclaled Party Ttanaacllons

All Transactions entered into wlh related parties as defined under the Companies Act, 2013 and Regulation 33 to the SEBl (Listing OPIi^atiDns and Disraqsure Rrr-ngirecnBntB) Ftegulelior 2315_; during the fi nansiel yder were ip (he ordinary CDurpe cf busirtase ond on prm''5 lertgvi basis. All related party ti^nsaefidns Eire placed before the audit CommittiM arid afaoltte Soard tar approval. Particulars of contracts or arrangemenl with reiafed parttpg letemeri lo In sub section of Steeflonf M have been in the prescribed form AOC-2 as Arnexure -4V

Change In the nature olbuelnesa

There has been no chHbge in tfie nature of business of the Company during the year under review

Disclosure ftetmirettienls For Certain Types CH Agre*mams Binding Listed Emilies Under Regulation 30A<2) of Listing

Regulations

Trer-e are nt>-agree me-nts entered into cy IheS’i&renr.ilderF.. pmmnrers, pre-moter group entities re ered jja,rti^.-., d reel .11-5, key menagerie SBrSorcnol, smp oyeptdf the Company, atfidng L itniSeiveu di w : 1 the Cffltfflp&LriySt v> thS til-u jiity, Soie ya lOiirdJy. ivhioh, elth.m d''^rBd‘j

¦ H'' ndEretfBy or pptentiaByi t W v-se purpose; and eStdctls 11. Impacittia managernei''i or oernrui ot lh* CaunpBny or Impose ar-y restriction on: nefltegny¹ ani ity .jpor-ths and 1.ib^_e a e nn rrstF:¹ a dUpartufe-s.

C h angc IrtHx 1 ¦ am re of bus Ire es

There nar.oeen no nhanije inine rri ''BatbisirEssofthaCfiftipeny dutfr^theiyeerteider revievi Procc Bdfng pending unde r Hi c [ngalirenCy an d Bankruptcy Cod a, £016

There ennpiDCBadirit} bend ng LHidiJf tha rei vendyand BeriKtliptcy Code,20t6diltingtheyssf Undert^&w*

Onetime sGlticmcnl Urttfi anyB-srik or Financial Institution

There was rtp Instance of Miaflme gmlement with any Bank or Financial Institution during dre y&sr under revtt''it Statutory Auditors Auditors and ALrttl I Report

Mi''s.. K.C. BtvattachurjM £ Rau;, Chartered A.ectnjntflfita'', (Rwg. Hu. SCiMEBE} nave t-aen appointed au l ie Statutory Auditors of Llie Companyut he 63rd Annual Uer-sr.il MfMtlrfg hei-ttpn 35 ;n September, 2020In-a ner.od of E yeari.tHIBath Annual rior-erel MeoLing

T bn DufinJ Has 0 uly SWrV I''Gd tinis iitstu Lory And; tot''s Report 1o Firvar-niai SLanomei 11 3ie reply Of ille men ¦ egemen; in regard to qualiftcatidn n Lhi.SuU.Lu- 5 repu-''l Is j.- foilaws:-

¦ Sugar dv.sion is one of Lhe co:e bus ness diviii-nrts j- ilia Cptnpany Tne nunugem-shi is j¹ :l ,e vSevi th;it as aou-n us the 1 equina merit ul Au-king ciprtm needed rur norm ng ine uperui.-uns ¦.s dr''ango-d Iris opsriitibn shall no 1 esc min I Lirtlvsr the uindy an lent is uop&lul I’Ilj; In trture be-:uLiSB utvarteiLiS measures t: tvisaga-d the posHonts Expected toringruve. Therefore lur ill* lime be.hg the manage? .edt his not eonsl^tsed the jotiness of Sugar Division di disco n.iriLcd opersllor uno :s tnflsldsred as s, going concern

Foss Paid le Auditors

Trial fear ns r jy ''h-R Cnmnanv. tp Me bld :o idur no the vaa.'' hiVP-?l)SJ er.^ ?023-^r

Audllufn Remuneration	¥ear thtrert Wlurcli 31,2024 (Rs.j	Vfciir ulld#tt March 31, S023 IRS.)
¦Ai Auditors	a,50,dfltt.[|o	2,Oft,[JQO.O0
JFlm1 7a^ Audll	02,600,00	SO.MO.OO
1 or othdi Services	1 ,$7,600.00	1,-50,000 OU

SEcrotanal Auditor

Sooratorial Audit and Annual Certificetton

^r uni.ji.n: Lc-riE provisions ? I Sec! ior .lOH ? f In ? CcmpanesAc ,20" 3 and The COmpan BSfAppoin neril nr: ⁼.u nun si el an cT ''^,^ar=QB^,is ³ersur it-, Fu es 2&H, CS Alpsie settila lACSMd fS7SB, CJf? kto . 503-5. cesr RB-"''e..y No.2&50/2C22I a jj^mpany 5pi.--E.ary-ir -PrEiC.lce. ¦.--as aco-jinLed :d urcertane ''.i''iB 3a:re:s.rii-i A jci Tn-n Fufi-r -it of the Seoietaiial An : to- Liong ''.i Bl the HltifioatBol r''-ci-d^:-s;: ,ja Ifldalron Of ?i-Btlois foi Inuyear Endeo ''darc-o 5l, 2Q2''¹ is anneiiBd hereivi''.t - as Anne sure -VI

The ojE-n''icat Lns therair s-iBie-t-ev.p a la.oiy and manage^ie-nl siesponse sa-sc-s-avered therein..

Internal Auditors

You Corn pel -y i bt house Internal audit department cames out interna audits aciPSi all tPcatiamit 1he dOurrty. Their ObjBdTive is So assess the e^istonTa, adoouacy olid OpBralfarl ot nnra-iL: ol a,nd apE-j.'' ig dfl.ritrtils selup by tne Cbrnoeny and to ensure conio lanoe n''ltnthe Coi-p-dniEeAct, 201 3, 5EGI (Using Obligatidiis & CisSldSure RedLireiherls) RegL ii.ionS_r 201S dtnd ddrpfrrale polic es. fhtBmal .Add LsrS ¦ak''.'' ptHsontafioretBth# AucfltCcmm tueo un their AudhRepwtsAmrwlswod by tin Audi: CpmnjttB*.

Co si Auditors

ASEL-garmill CdLild noi Start upeditu’i during 11*ytiar,CpetiuditpatriotLatlduCtsd Subsidiary Company and Joint Venture I he Company doasnf have any su-ae u-ary and / 0.- Joint venture.

Material Changes and! Comm i I mofii AfToctlng Fin-ehctai Position Of Bl* Company

There ttre nmsLertal changes iirsd comm imenL ifieotng r.rtArii-iii; position of Ihe Pempisrty whieh has oeeurted ^ttv/eeri the and of f1iranclaly«ai ¦. ftfietumpany la 31 si Marcti, 2Q2- and Ul the Ji.ta l^lI repuT.

O selesure under (tie Sexual HarjHmwit cl Women ilWurkplacc

The Company has In fHnce a policy In line wim the requirements otthe Sexual H arassment of Women at Workplace (Prevention, PnohibHlon A Redresssll Art. 2013 Interna! Complaints. Commutes ilCCj has bean seJ up 1o redress idmplalnls received regarding sexual harassment. AH employees (pemnenem. contractual, trainees) are covered under inns Policy. During they ear under review, no complaints war* received.

Internal Financial Control* with Fteferenw to Financial Statement

The company has adequate financial control procedures GormmensurawteHh its sue and nature of business, the company has idenimed and documented bH key internal financial control which Impact the financial statements, as a part of Its Standard Operating Procedure (SOP). The SOPs are designed tor all critical processes across afl branches wherein tnancial transactions are undertaken.

Significant and material orders passed by Ute Regulators or Courts

There are-no significant materiel orders passed by tha regulHlora/court which would Impact the gukig concern status of the company and eft future ope''dlions

Particulars of Employees

Disclosures pertaining to remuneration and nthor particulars as Described under Ire provisions of Section 197 of the Act read with Rule = cl the Companies (Appointment and Remuneration of Managerial P''ei’sonnel) Rules, 20i 4, are set out in Annexure [II and forms part of this Report,

Code of Conduct

The Company has laid down a robust. Code cf Business CondUdt end ethics, which Is di red an the principles of ethics, integrity aim transparency.

General

* The Directors have devise proper systems to Ensure compliance with the provisions or ail applicable Setrefarieil Slendards and fh&‘- such syelEJins ere adequate and operating eftecti vely.

* During the year, no revision wae mode in Ihe previous finenciel statement of Ihe Company,

* Certain statement in the Boards Report defending the Company''s objectivae, projeoiens. estimates, expectations pr predictions may pa tarwgrd-looking sttf amente within the meani ng of B&plicBtote securities law? ano i eg ufistioni. Actual results could differ from thosB Expressed Dr implied. Impnrtgnl (actors lhat could make a difference tc the Company''s operations includeIpcoprand mgtBfiniavarBbirity, and prices, cyclical demand end priding inthe Company''s punctual markets, changes in government leg uiataons, tax, regimes, economic developmentvrithin India and other incident factors,

Acknowledgement?

Vdur Directors wish to express their sincere appreciation tar the co-apernlian received from thE financial irssfcfutims, banks, gnvemmenr autoDri-Jes, customers, vendors, suppliers and shaiafioldars during the year under review. Vbur Directors also wish to place on record their deep a apse Of appraciafion tarthe significant contribution madB by each & every employee of ihe Com pony

For and behalf of tl)B Board

Sunay Krishna Khattan

Place: Kolketa Executive Director

Bate: Sif August 2024 (Din: 07585070)

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Mar 31, 2015

Dear Members,

The Directors present their Seventy eighth Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS 2014-2015 2013-2014

Sales & Operating Income were 2664.98 2971.77

Profit/Loss for the year was (371.60) (41.47)

From which is deducted/added * Depreciation (177.47) (140.89)

* Income Tax relating to earlier year (9.65) -

(558.72) (184.02)

Leaving a Balance of To which is added : (851.45) (667.43)

-Profit/Loss Brought Forward from previous year

Making an available Surplus/Deficit of (1410.17) (851.45) Which is Carried Forward to Next Year

DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS

Performance of all the Divisions are as under:-

Marketing Division: The Company has earned royalty of Rs. 407.28 lacs compared to the last year's Rs. 467.15 lacs.

Sugar Division: The crushing of sugarcane was lower to 5.92 lacs quintals compared to last year's 7.11 lacs quintals. The production of sugar was almost in confirmation with the recovery of last year. Due to rise in sugarcane prices and lower prevailing market prices of sugar and increase in cost of other inputs, it has resulted in loss during the year under review.

The Crushing Operations for the season 2014-15 started on 12th December, 2014 which was continued for 71 days compared to the last year's 79 days. Performance of the Sugar Division compared to last year is as under:-

DETAILS 2014-15 2013-14

Start of Crushing Season 12-12-2014 04-12-2013

Close of Crushing Season 20-02-2015 21-02-2014

Cane Crushed (in lacs Qtls) 5.93 7.11

Recovery (%) 8.35 8.34

Sugar Production (in Qtls) 49504 59242

Agriculture Division:

Agriculture products are fully dependent to nature. As reported last year due to less rain, the yield of sugarcane was less and supply of sugarcane from captive farms was less compared to last year.

Keeping in view the long term benefit, the company every year plants trees. This year about 20,000 trees were planted and about 3,19,000 trees are standing as on 31.03.2015 planted by the Company in last 24 years.

INDUSTRIAL STRUCTURE

There is no respite to the sugar industry from huge losses. The county's ailing sugar industry is still to see better days. The industry is passing through a deep financial crisis, caused by continuously falling ex-mill prices and increasing cost of production, due to high cane prices. The ex-mill sugar prices at present are almost lower than cost of production by about Rs. 8000/- to Rs. 9000/- per ton for moderate capacity sugar mill and in case of lower capacity sugar mills it is lower by Rs. 10,000/- to Rs. 11,000/- per ton. This has real shrunk the mills' paying capacity for purchase of cane. Due to the mills incapacity to make timely payment to the farmers, there is a mounting pile of unsettled dues to the farmers, resulting cane arrears running into thousand crores. The situation of country's sugar industry is very bleak. The estimate production of sugar is about 290 lac tons and the estimated consumption is about 235 lacs tons. It will have a huge carry forward stock will to much and as such year 2015-16 will also be bad for sugar industry.

Internal Control Systems: The Company has adequate system of internal control of safeguard company's assets. All the transactions are properly authorised, recorded and reported to the management. The Company also has adequate budgetary control system and actual performance is monitored by the management consistently.

Human Resources: The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Divisions of the Company. As on 31st March, 2015 the total permanent employees were 78 Nos.

WHISTLE BLOWER POLICY:

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity, the company has adopted a vigil mechanism policy. This policy is explained in corporate Governance and also posted on company's website.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the company and the policy of the Company on Risk Management has been established. The Risk Management policy has been uploaded on the website of the Company.

DIRECTORS AND COMMITTEES

At the 77th Annual General Meeting of the Company held on 29th September 2014, the company had appointed the existing independent directors Mr. M. K. Jalan (DIN 00598710), Mr. A. K. Kedia (DIN 00502760) and Dr. V. K. Rungta (DIN 00087032) as independent directors under the companies Act, 2013 and clause 49 of the listing agreement.

At the Board meeting held on 13th March 2015, the Board had appointed Mrs. Sulekha Dutta (DIN 07114240) as an Additional Director in the category of Executive Director.

In accordance with the provision of the Companies Act 2013 Mr. Sunil K. Khaitan (DIN 00127698) and Mr. S. Bafna (DIN 00127681) retires by rotation and being eligible offer themselves for reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The method of evaluation has carried out and explained in Corporate Governance Report. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGEMRIAL PESONNEL (KMP) / EMPLOYEES

The informationa required pursuent to Section 197 read with Rules of the Companies (Appointment & Remuneration of Managerial Personnel) Reules 2014 in respect of employees of the Company and Directors is furnished here under.

REMUNERATION POLICY

The Board has on the recommendations of Nomination & Remuneration Committee framed a policy of selection/appointment of Directors, Senior Management, personnel and their remunerations. The remuneration policy is stated in Corporate Governance Report.

Sl. Name Designation Remuneration Remuneration No Paid Ey. Paid Ey. 2014-15 2013-14

1. Surendra Bafna Executive 7.06 lacs 7.33 lacs Director (includ LTA 1.02 lac

2. Sulekha Dutta CS Director 0.06 lacs - (KMP)

Sl. Name Increase in Rab/Times permetion of No Remuneration Emplyoee Remuneration from previous year

1. Surendra Bafna 0.93 lac 8 Times

2. Sulekha Dutta Comparison is not possible as she joined on 13.3.2015

MEETINGS

During the year five Board meetings and one independent directors' meeting were held. The provisions of the Companies Act, 2013 and of listing agreement were adhered to while considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and accessing to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

1. That in the preparation of the Annual Accounts, the applicable accounting Standards had been followed except AS-22.

2. That the Directors had 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 of the loss of the company for the period.

3. That the Directors have taken proper and sufficient care for preventing and detecting fraud and other irregularities.

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

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. They have revised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

RELATED PARTY TRANSALTIONS

There were no contracts or arrangements entered into by the company in accordance with the provisions of Section 188 of the Companies Act, 2013. However, there were no material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm length basis and were in the ordinary course of business. There are no materally significant related party transactions made by the company with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Risk and Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Name of the Directors has any pecuniary relationship or transactions vis-a-vis the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS

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

DEPOSITS

The Company had not accepted / renewed any Deposit during the year under review and there was no outstanding deposits.

AUDITORS

STATUTORY AUDITORS

M/s Chaturvedi & Co. (Reg. No. 302137E), Chartered Accountants, have been appointed as Statutory Auditors of the company at the last Annual General Meeting for the year 2014-15 till conclusion of next Annual General Meeting. M/s Chaturvedi & Co. had resigned as Statutory Auditors on 13.02.2015. The Board of Directors had accepted its resignation and appointed M/s O. P. Sharma & Associates, Chartered Accountants, Sharma Market, 5th, 9, Old China Bazar Street, Kolkata - 700001 (Reg. No. 302137E) in the meeting held on 13.03.2015 to fill the casual vacancy caused by the resignation of M/s Chaturvedi & Co. As per Section 139(8) of the Companies Act 2013 M/s O P Sharma & Associates appointment was approved by the Shareholder in the Extra Ordinary General Meeting held on 27th May 2015.

M/s O. P. Sharma & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for the re-appointment. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 the company had appointed M/s N K & Associats (CP No 3725) Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

INTERNAL AUDITORS

M/s S. Mandal & Co.,(FR No. 314188E) Chartered Accountants performs the duties of internal auditors of the company and their report was reviewed by the Audit Committee.

COST AUDITORS

Your Board has appointed M/s A B & Co. (Reg. No. 00256) qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to approve the appointment for the current financial year.

CHANGE IN DIRECTORS AND KEY MANAGERIALS PERSONNEL

During the year Mrs. Sulekha Dutta joined as Company Secretary and Director of the Company with effective from 13.3.2015

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement annexed to the said report a separate report on Corporate Governance as a part of the Annual Report and the Auditors' Certificate on compliance is annexed to the said report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGOING

The information on conservations of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure 2.' EXTRACT OF ANNUAL RETURN

The details for forming part of the extract of Annual Return in Form MGT 9 is annexed as Annexure '3'.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnels) Rules 2014 in respect of employees of the Company is as follows:-

The company has one Executive Director who has been paid Rs. 7.06 Lacs p.a.. His remuneration was increased by 14.76% compared to last year.

Due to financial constraints no increase was made in salary/wages except increase in VDA as per Agreement with the unions. Rs 1.80 lacs was paid as sitting fees to the Directors.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Rule 2014 are (a) Employed through out the year - NIL (b) Employed part of the year - NIL.

The remuneration paid to all key managerial Personnel was in accordance with remuneration policy adopted by the company.

IMPAIRMENT OF ASSETS

Due to financial constraints and to reduce the liability of the Company to some extent your directors have to undertaken impairment of company's land through sale/long term lease of the company's agricultural land.

FINANCIAL VIABILITY OF COMPANY

The production of sugar in the country is much higher than the county's consumption and huge carry over stock of sugar. The prevailing market prices do not seem to increase. However, the company is exploring various avenues for revival of the Company.

The Sugar Industry of the Country is passing through a very bad phase for last few years. The sugar industry is not in a position even to cover cost of production. There is a wide gap between cost of production and the market prices of sugar. This has seriously affected the liquidity position of the sugar industry. Due to the said reason the Company could not pay the various dues in time e.g. Service Tax, Gratuity, wages to the workers, premium for LIC Group Gratuity Fund etc. and other dues.

The company taking steps to get the balance confirmation from Debtors/Creditors loan deposits capital advances against land, land rent etc. Your directors are taking action to get confirmation from Bank.

Deferred Tax Assets represent brought forward balance for earlier years which shall be written off in due course.

Erroneously the Form No MGT 14 with Registrar of Companies in respect of resolution passed for approval of quarterly result for June 15 was not filed. We are in process of filing the same.

We are in process of filing Form No. DIR-12, MGT 14 and MR-1 for appointment of CFO.

The company hed already paid the required licence fees to the Environmental Authorities for renewal of licence. The company is taking all necessary steps to fulfill the requirement of Environment (Protection) Act 1986. The water (Prevention and Control of Pollution) Act 1974 and the Air (Prevention and Control of Pollution) Act, 1981.

ACKNOWLEDGEMENTS

The company has been well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation from Employees, suppliers Government of West Bengal, cane growers, depositors and the shareholders.

For and on behalf of the Board

Sunil K. Khaitan, Chairman The 29th May, 2015 (Din 00127698) Kolkata The 29th May, 2015

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Mar 31, 2014

TO THE MEMBERS KHAITAN (INDIA) LIMITED

The Directors have pleasure in presenting their Seventy Seventh Annual Report together with the Audited Accounts for the year ended 31st March, 2014. Rs./Lacs

FINANCIAL RESULTS 2013-14 2012-13

Sales & Operating Income were 2971.77 2544.10

Profit/Loss for the year was (43.13) (41.47)

From which is deducted Depreciation (140.89) (147.00)

Leaving a Balance of (184.02) (188.47)

TO WHICH IS ADDED :

Profit/Loss Brought Forward from Previous Years (667.43) (478.96)

Making an available surplus of which is carried forward to next year (851.45) (667.43)





DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS

Performance of all the Divisions are as under:

Marketing Division : The company has earned royalty of Rs 467.15 lacs compared to the last year''s Rs 540.16 lacs.

Sugar Division : The crushing of sugarcane was higher to 7.11 lacs quintals compared to last year''s 5.38 lacs quintals, the production of sugar was also higher with recovery of 8.34% compared to last year''s 8.33%. Due to abnormal rise in sugarcane prices and other inputs it has resulted in loss during the year under review.

The crushing operations for the season 2013-14 started on 04-12-2013 which was continued for 79 days compared to the last year''s 63 days. Performance of the Sugar Division compared to last year is as under:

DETAILS 2013-14 2012-13

Start of Crushing Season 04.12.2013 26.11.2012

Close of Crushing Season 21.02.2014 28.01.2013

Cane Crushed (in lacs Qtls) 7.11 5.35

Recovery (%) 8.34 8.33

Sugar Production (in Qtls) 59,242 44,897

AGRICULTURE DIVISION :

Sugarcane is an agro product and is fully dependent on nature. As reported last year, yield from captive farms was less due to insufficient rain during the growth period of sugarcane. The supply of sugarcane from captive farms to the factory was less compared to last year.

Keeping in view the long term benefit, the company every year plants trees. This year about 25000 trees were planted and about 317000 trees are standing as on 31.03.2014 planted by the Company in last 23 years.

INDUSTRIAL STRUCTURE

The Sugar Mills in the Country have been bleeding for the past 3-4 consecutive years due to huge losses incurred by the mills in the production of sugar. The wide gap between the high cost of production and externally low net realization from sugar have severely impacted the bottom line of the sugar mills. Ex-mill prices of sugar continued to be weak and un-remunerative for the sugar mills. Between September 2012 to January 2014 the sugar price has fallen by almost Rs.7-8 a kg., which has completed up the cash flows resulting in mounting cane arrears of the farmers and unless the prices improve now the sugar industry would be in a severe financial mess. Keeping in view the mounting cane arrears Government of India had sanctioned export subsidy @ Rs,3300/- per ton on raw sugar export for the month of February and March, 2014.

Internal Control Systems : The Company has a well-defined organisational structure, authority levels, guidelines and manuals which provides adequate internal control systems at all levels to conduct business operations efficiently and to safeguard Company''s assets. The Company also has adequate budgetory control system and actual performance is monitored by the management consistently.

Human Resources : The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Divisions of the Company. As on 31st March, 2014 the total permanent employees were 83 Nos.

CURRENT OUTLOOK

Marketing Division : The Company is the owner of ''Khaitan'' Brand and will earn income from royalty.

Sugar Division : Sugarcane is a remunerative crop and planted in moderate areas but due to high temperature and practically no rain for last 6 months it will have bad impact on the standing sugarcane crop. Prevailing market price of sugar is also less compared to the cost of production.

Agriculture Division: The only raw material for sugar industry is sugarcane. By this time practically there is no rain and has the adverse impact on standing crop. However, weather can''t be predicted. A significant variation in climatic condition can effect yield, recovery and profitability.

Risks & Concerns: Being cyclical in nature, sugar price remains volatile and realizations get adversely affected during a downturn coupled with higher cane price affect the financial position. Procurement of funds to meet working capital requirements and the payment of interest and principle with respect to loans availed. The other associated risk is soaring interest rates.

As Agriculture Division is exposed to nature and as such sugarcane cultivation is monsoon dependant, significant variation in climatic conditions can effect yield and recovery.

Fixed Deposits: Fixed Deposits from the public and employees accepted by the Company stood nil as on 31st March, 2014.

Auditors'' Report: The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation. However, due to financial constraints and adverse condition of Sugar Industry instalments to financial institutions service tax amount and other payments were delayed, however the same have since been paid.

Deferred Tax Assets represent brought forward balances for earlier years which shall be written off in due course.

Your company taking steps to get the balance confirmation from Debtors Creditors Loan deposits capital advances against land, land rent etc. Your directors are taking action to get certification from banks.

Directors'' Responsibility Statement:

The Board of Directors of your Company confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-22.

2. That the Directors had 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 of the profit of the Company for that period;

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance Report : A separate report on Corporate Governance is incorporated as a part of the Annual Report and the Auditors'' Certificate on compliance under Clause 49 of the Listing Agreement is annexed to the said report.

Directors : Mr. Sunil Krishna Khaitan and Mr. M K Jalan retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In the terms of the provision of Companies Act 2013, all Independent Directors of the Company must be appointed in accordance with the new Act at a General Meeting of Company within one year of the commencement of the Act. Accordingly Mr. M. K. Jalan, Mr. A. K. Kedia and Dr. V. K. Rungta Independent Directors are recommended for confirmation of appointment as Independent Director for a period of 5 years as par provision of Companies Act 2013.

The detials of the Ditrecors being recommended for appointment and contained in the accompanying notice of the forthcoming Annual General Meeting.

Cost Auditors: In compliance to the Central Government Order, your Board has appointed M/s A B & Co. qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to renew the appointment for the current financial year.

Auditors: M/s Chaturvedi & Co. Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel: Particulars of employees as required under section 217(2A) of the Companies Act, 1956 is not required as no one is getting Rs 60 lacs a year or Rs 5,00,000/- per month employed for part of the year.

Other Information: The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

Acknowledgement: Your Directors place on record their appreciation for the continued co-operation and support extended by the Government of West Bengal, IDBI, Bank of Baroda, cane growers, suppliers, dealers, depositors and the shareholders.

For and on behalf of the Board

Kolkata the 30th May, 2014 Sunil K. Khaitan, Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Seventy Third Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

2009-10 2008-09

Rs./Lacs Rs./Lacs

Sales & Operating Income were 1771.30 1910.04

Profit for the year was - (158.75) (127.67)

From which is deducted

-Depreciation (158.86) (164.00)

- Provision for Fringe Benefit Tax - (3.00)

Leaving a Balance of (317.61) (294.67)

TO WHICH IS ADDED :

- Deferred Tax Assets - 205.90

- Income Tax for Earlier Years 0.67 (4.84)

- Prior Period Expenses (31.97) 71.44

- Profit Brought Forward from

Previous Years 654.86 677.03

Making an available surplus

of which is Carried 305.95 654.86

Forward to Next Year

DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

Directors Responsibility Statement:

The Board of Directors of your Company confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-15 and AS-22.

2. That the Directors had 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 of the profit of the Company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance Report: A separate report on Corporate Governance is incorporated as a part of the Annual Report and the Auditors Certificate on compliance under Clause 49 of the Listing Agreement is annexed to the said report.

Directors : Mr. Sunil K. Khaitan and Mr. M. K. Jalan retire by rotation as the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Cost Auditors : In compliance to the Central Government Order, your Board has appointed M/s Prasad & Co. qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to renew the appointment for the current financial year.

Auditors : M/s Chaturvedi & Co. Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel : Particulars of employees as required under section 217(2A) of the Companies Act, 1956 are given in a separate annexures attached hereto and form part of the report.

Other Information : The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

Acknowledgement: Your Directors place on record their appreciation for the continued co operation and support extended by the Government of West Bengal, IDBI, Bank of Baroda, Cane Growers, Suppliers, Dealers, Depositors and the Shareholders.



Kolkata

the 23rd July, 2010

For and on behalf of the Baord

S K KHAITAN

Chairman