Annual
Annual
                                                                                        15
                                              Dhampur Sugar Mills Limited | Annual Report 2015-16
                                                        After a prolonged downturn, the
                                                        Indian sugar industry posted its
                                                        most vigorous      Corporate
                                                                               revival in 2015-16. Information
                                                        Marked by enhanced                  sugarAuditors
                                                                                Board of Directors
                                                                                                     Statutory Auditors
                                                                                           Shri V. K. Goel, Chairman
                                                        recoveries, robust offtake and
Forward-looking statement
Statements in this report that describe the                                           Shri A. K. Goel, Vice Chairman      Mittal Gupta & Company
                                                        realisations.
reliance on these statements as many factors could                                                                        M/s D. C. Chhajed & Associates,
cause differences in the assumptions and the actual                             Shri Priya Brat, Independent Director
results. Accordingly, this document is subject to                                                                         Chartered Accountants, New Delhi
                                                                            Shri Harish Saluja, Independent Director
the disclaimer and qualified in its entirety by the
assumptions, qualifications and risk factors referred
to in the management discussion and analysis            Dhampur Sugar Mills Limited                  Cost Auditors
                                                                              Shri Rahul Bedi, Independent Director
                                                                                         Smt. Nandita Chaturvedi,
                                                                                                                          Shri S. R. Kapur, Cost Auditors,
                                                        financial turnarounds.
                                                                                 Shri D. L. Mittal, Nominee Director,
                                                                                             – Punjab National Bank       GSK & Associates, Company Secretaries, Kanpur
                                                                                                     Bankers
Contents                                                From a net lossCompany
                                                                    Executive   of B54.16
                                                                               President Finance crore
                                                                                                 &
                                                                                         Secretary
                                                                                                                          Punjab National Bank
 02 Corporate identity
                                                        in 2014-15 to a net profit (before         Shri Arhant Jain
                                                                                                                          Bank of Baroda
                                                                                                                          Central Bank of India
66 Auditor’s report
                                                 TCD
Cumulative ethanol production capacity per day
                                                       litres
Installed power generation capacity
megawatts
                                                                                                                               FINANCIAL STATEMENTS
Portfolio
                                                                                                                               MANAGEMENT REPORTS
                                                                    Mission
Vision                                                              To be a leading agro-based
To be a responsible corporate                                       company and to manufacture
                                                                    and promote agro and other
citizen wherein we make                                             green products and also
                                                                    maximise the renewable
a positive contribution to
                                                                                                                               CORPORATE OVERVIEW
                                                                    energy potential of agricultural
                                                                    commodities.
our environment and work
for the benefit of all our                                          Background
                                                                    Founded by Lala Ram Narain in
stakeholders – farmers,                                             1933 with a crushing capacity
                                                                    of 300 tonnes of cane per day,
employees, shareholders and                                         the Dhampur mill has emerged
everybody else involved with                                        as one of India’s leading
                                                                    integrated sugarcane processing
the organisation.                                                   complexes comprising large
                                                                    sugar manufacturing operations
                                                                    as well as one of India’s largest
                                                                    power generation and ethanol
                                                                    manufacturing capacities.
                                                                                                 Annual
                                                                                                 Report     201516         3
 4
                              2011-12                     46.95
                              2012-13                               57.49
                              2013-14                            53.75
(crore units)
                                                                                Power generated
                              2015-16                                       66.02
                                                                                (lac litres)
                              2013-14                        612.89                                       2013-14
                                                                                                                                                 (lac tonnes)
                                                                                                                      40.62
                              2014-15       371.94                                                        2014-15            45.83
                              2015-16                                      756.04                         2015-16                      48.31
                                                                                                                                                 Sugarcane crushed
                                                                                Ethanol/RS/ENA produced
                              2011-12                 1,599.60                                            2011-12           3.47
                              2012-13            1,540.26                                                 2012-13                    4.17
                                                                                 (B crore)
                              2013-14                       1,903.75                                      2013-14
                                                                                                                                                 (lac tonnes)
                                                                                                                             3.75
                              2014-15                      1,863.52                                       2014-15                     4.36
                                                                                                                                                 Sugar produced
                                                  (B crore)
         2013-14   -83.94                                                                      2013-14                        134.15
         2014-15   -54.16                                                                      2014-15                           150.73
                                                                                                                                                                  EBITDA (B crore)
         2015-16               31.39                                                           2015-16                                                 245.18
Report
Annual
201516
  5
                           CORPORATE OVERVIEW                                            MANAGEMENT REPORTS      FINANCIAL STATEMENTS
Manufacturing
facilities
    DHAMPUR, BIJNOR DISTRICT, UTTAR PRADESH
CANE CRUSHING
MT per day
POWER GENERATION
                    megawatts
                                                                 ASMOLI, SAMBHAL DISTRICT, UTTAR PRADESH
    DISTILLERY                                                   CANE CRUSHING
                                                                                                       MT per day
                                           litres per day
                                                                 POWER GENERATION
    BIOFERTILISER
                                                                                  megawatts
                                            tonnes per annum
DISTILLERY
    Quick facts
     Dhampur was the first company in India to install a 105
    kilogram per square centimetre boiler and turbine in 2006-                                          litres per day
    07, making it among the most efficient power cogeneration
    companies in the world                                       BIOFERTILISER
     Dhampur’s 65-megawatt cogeneration capacity is the
    largest across any single unit in India
                                                                 Quick facts
                                                                  Asmoli employs the DRP (Defco Remelt Phosphotation)
                                                                 process with ion exchange to produce refined sugar
                                                                  The other distillery products comprise ethanol, extra neutral
                                                                 alcohol and rectified spirit. Biogas produced is consumed
                                                                 in-house
CANE CRUSHING
MT per day
POWER GENERATION
                                                                                                                               FINANCIAL STATEMENTS
                                                               LIQUID BIOFERTILISER
                                     MT per day
                                                                                                 litres per day
POWER GENERATION
                                                               Quick facts
                megawatts
                                                                The unit is fully-automated and has one of the lowest
                                                                                                                               MANAGEMENT REPORTS
                                                               steam consumption ratios in India
                                                                The intensive cane development programme provides
Quick facts                                                    farmers with the latest seeds, high sucrose sugarcane
 Employs the DRP (Defco Remelt Phosphotation) process         varieties and subsidised pesticides
with ion exchange to produce refined sugar, which is sold in
50 kilogram bulk packs as well as 1 kilogram and 5 kilogram
small packs (brand DHAMpure)
 The unit’s bagasse-based cogeneration plant generates        MEERGANJ, BAREILLY DISTRICT, UTTAR PRADESH
power for captive consumption and merchant sale
                                                                                                                               CORPORATE OVERVIEW
                                                               CANE CRUSHING
MT per day
POWER GENERATION
megawatts
                                                               Quick facts
                                                                The unit was acquired from JK Sugar Limited and merged
                                                               with Dhampur Sugar Mills in 2013
                                                                The unit generates green power which has enhanced self-
                                                               sufficiency
                                                                                                    Annual
                                                                                                    Report        201516   7
The long-
awaited
resurgence in the
sugar industry
has begun.
After a
protracted
downturn, things
have finally
started to look
up.
8   Dhampur Sugar Mills Limited
Gamechanger 1                       Gamechanger 3                         Gamechanger 5
The Central and State               The Central Government is             The Indian Government is
Governments are aware of the        providing industry players            providing soft loans to millers
challenges faced by the Indian      with excise duty exemptions           at attractive interest rate
sugarcane growers, mills and        and incentives on products            subvention schemes (like
consumers. They are more            (especially ethanol). The             TUFS in the textiles sector).
                                                                                                                  FINANCIAL STATEMENTS
transparent about discussing        Commission for Agricultural           Addressing working capital
issues that have plagued the        Costs and Prices is also              needs, enabling millers to clear
sector for long and tackling        providing farmers with cane           arrears and encouraging farmers
them head-on.                       subsidies (credited directly to       to plant more cane – a win-win
                                    their bank accounts), helping         scenario.
                                    mills bridge the difference
                                    between costs and prices.
Gamechanger 2                                                             Gamechanger 6
                                    Gamechanger 4
                                                                                                                  MANAGEMENT REPORTS
The Ministry-level debates and                                            Lower production in key sugar
discussions have kickstarted                                              growing regions (Brazil, Thailand
decisive initiatives that will      The Central Government                and Europe and back home in
structurally alter industry         supported the ethanol blending        Maharashtra and Karnataka)
prospects. The wheels of            programme by fixing a price           have strengthened sugar prices.
change have already begun to        that is competitive for sugar         Indian sugar production is
turn following the government’s     mills and oil companies. For the      projected to decline from 28.30
decision to keep the state          first time in three years, India is   million tonnes in SS 2014-15 to
advised price at B280 per           set to achieve its targeted 5%        25.10 million tonnes in SS 2015-
quintal for the third consecutive   ethanol blending in 2015‑16           16 (ISMA estimates) with stocks
                                                                                                                  CORPORATE OVERVIEW
year. The C. Rangarajan Report      and has set sights on the             helping bridge the average
has emerged as a bluebook           ambitious 10% mark.                   Indian sugar consumption of
of sorts and its recommended                                              about 25 million tonnes per
formulae are being studied for                                            annum (growing at 3-4% per
progressive implementation.                                               annum). Indian sugar exports of
                                                                          1.94 million tonnes in FY2015‑16
                                                                          (ISMA estimate) could also
                                                                          reduce carry forward stocks and
                                                                          sustain modest realisations.
                                                                                        Annual
                                                                                        Report     201516     9
       The writing is
       on the wall.
The
                                   Cane arrears are on the decline                                         Sugar prices are upward bound
                                   (as on 15th March)                                                      (as on 31st March)
                                   Arrears
                                    20000    (B crore)                                                     Sugar M Price (B qtl)
numbers
                                                                 18,435                  18,250
                                                                                                                                           3,400
                                    15000
                                                                                                  14,339
speak
                                                       12,306
                                    10000
                                               8,918
words.                                  0
                                                                                                                       Oct 1, 2015   Apr 18, 2016
                                             2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
                                                                                                                                                                                                                                           FINANCIAL STATEMENTS
Ethanol prices are rising.
Power export realisations have increased.
                                                                                                                                                                                                                                           MANAGEMENT REPORTS
                                                                                                                                                                                                                                           CORPORATE OVERVIEW
Sugar output is declining                                                     Sugar stocks are declining                                                      Ethanol prices are rising
Sugar production (million tonnes) Sugar stocks (million tonnes) Ethanol prices (B per litre)
                                                                                                                                                                                                                               41.64
                                                 28.30
(estimated)
                                                                                                                                                                                                               37.98
                 26.34
                                                                                                                                                                                                36.27
                                                           25.10
                           24.80
                                                                                                              9.1
      24.35
24.30
                                                                                                                                   8.9
                                                                                                                        7.2
                                                                                                                                                7.0                27.00 27.00 27.00
                                                                                                  6.7                                           (Estimated)
                                                                                  5.8                                                                                  8,918
       2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
Source: Directorate of Sugar, ISMA, Company Source: Directorate of Sugar, ISMA, Company
                                                                                                                                                                                          Annual
                                                                                                                                                                                          Report                 201516               11
 A sectoral revival
 is on the cards.
 And Dhampur
 Sugar Mills
 is poised to
 capitalise.
                                                                                                                                           FINANCIAL STATEMENTS
corresponding quarter in 2014-15.           marketing companies. Dhampur was             growth and double-digit EBITDA margins.
                                            provided a supply order of 9.53 crore        This will be further bolstered by a higher net
                                            litres, which is the highest among           B45 per litre on account of Cenvat credit on
                                            sugar companies in India. Dhampur            SS 2015-16 molasses to be consumed for
                                            will account for 19% of the entire           production of ethanol. Net impact on per
                                            Uttar Pradesh consignment. Going             litre will be around B3.50.
                                            forward, we expect our distillery unit
                                            to make a sizeable contribution to
                                            our profits.
                                                                                                                                           MANAGEMENT REPORTS
Reason for optimism#4                       Reason for optimism#5                        Reason for optimism#6
Despite the amount of cane                  We operationalised a slop boiler in          We installed a bagasse dryer in the
crushed declining by 13% in Uttar           the Dhampur unit that concentrates           Asmoli unit during the year under
Pradesh in 2015-16 season, the              distillery waste and is fired with           review. This has brought us even
concurrent drop at Dhampur                  bagasse. This will extend distillery         closer to a 100%-coverage across our
was only 7%. This was due to the            operations by 60 days to 330 days a          units (except Meergunj) and reduced
                                                                                                                                           CORPORATE OVERVIEW
extensive cane development                  year (starting FY2015-16), enhancing         the moisture content by 8-10 bps
activities that were undertaken             ethanol output, strengthening our            (about 40-42% of the dry bagasse
during the year under review. We            environmental compliance, boosting           weight) and in turn fuel consumption
expect our cane development                 boiler efficiency by reducing fuel           (bagasse). Moreover, high-temperature
activities to enhance cane acreage          consumption (steam and bagasse)              flue gases from the boilers are used
in our command area substantially           and reducing dependence on                   to dry the bagasse, which ensures a
during the current fiscal.                  external bagasse. We expect to install       more effective utilisation of the steam
                                            our second slop boiler in Asmoli             generated while lowering costs.
                                            during 2016.
                                                                                                           Annual
                                                                                                           Report        201516       13
        This is how we have
                                   1933
                                           Laid the foundation of Dhampur Sugar
                                           Mills Limited with an initial capacity of
                                            300 tonnes of cane crushed per day
14
grown over the years
                                  Improved capacity of the Dhampur unit to 12,000
                                 tonnes of cane crushed per day and the Asmoli unit
                                      to 6,000 tonnes of cane crushed per day             2006
                                     Merged Mansurpur Sugar Mills Limited with
                                              Dhampur Sugar Mills Limited
                                                                                                                                     FINANCIAL STATEMENTS
        Dhampur unit, the Asmoli unit and Mansurpur unit
        to 65 megawatts, 40 megawatts and 28 megawatts,               Mansurpur to 8,000 tonnes of cane per day
        respectively
         Commissioned a distillery at the Asmoli unit with
        a capacity of 100,000 litres per day through a joint
        venture with Falck Renewables SpA
                                                                                                                                     MANAGEMENT REPORTS
                               owned subsidiary
   2012         Merged the Asmoli distillery with                       JK Sugar Mills Limited was merged with
                                                                                                                       2013
                Dhampur Sugar Mills Limited                           Dhampur Sugar Mills following an order of
                following an order from the                                 the Hon’ble Allahabad High Court
                                                                                                                                     CORPORATE OVERVIEW
                Hon’ble Allahabad High Court                                      Entered the IMFL segment
                                                                                                           Annual
                                                                                                           Report      201516   15
An overview of the                                                                             rebounded to a year-end price of B34
                                                                                               per kilo in Uttar Pradesh, brightening
                                                                                               prospects for most sugar manufacturers.
in 2015-16
                                                                                               March 2016, which will be marketed
                                                                                               in 2016-17 at considerably higher
                                                                                               realisations.
                                                                                               We believe that this sharp increase will
                                                                                               raise the level of water across the sector,
Dear stakeholders,                                                                             enabling some of the weaker mills to
                                                                                               break even and the stronger mills to
It would be reasonable to expect that a sector as                                              post handsome profits. We can safely
critical to the country’s agricultural prosperity as                                           surmise that Dhampur figures in the latter
                                                                                               group. The increase in sugar production
the sugar industry would be supported by the                                                   from 46.63 lac quintals in SS 2014-15 to
Central and State Governments.                                                                 48.13 lac quintals in SS 2015-16 came
                                                                                               about despite a statewide 4% drop in
 The reality is that over the last number        turned around because persistently high       production. We could also turn the higher
 of years the Indian sugar industry has          cane prices and enhanced cane planting        production to our advantage with the
 been battling a protracted downturn.            resulted in such extensive cane arrears       enhanced recovery that we generated as
 This was the result of unrealistically high     that farmers were compelled to plant          result of a superior varietal mix, enhanced
 cane prices on the one hand, which              less cane during 2015-16. Farmers also        corporate productivity and favourable
 induced additional cane planting,               encountered challenging meteorological        weather conditions.
 triggered a sugar surplus, weakened             conditions in Uttar Pradesh, Maharashtra
                                                                                               And this is where things get interesting.
 sugar realisations and eroded industry          and Karnataka (78% of India’s sugar
                                                                                               Our aggregate recovery of 10.66% during
 profitability.                                  production cumulatively) leading to a
                                                                                               SS 2015-16 was 1.07 bps higher than
                                                 3.20 million ton decline in sugar output
 The fact that the downturn was among                                                          in the previous season, which alone
                                                 during SS 2015-16, 11% lower than in the
 the longest that we have ever seen was                                                        contributed an incremental output of 0.48
                                                 previous sugar season.
 not just a result of the demand-supply                                                        lac tonnes. This highlights the point that
 dynamics; it was a reflection of an inability   Given the fact that India’s sugar             one wishes to make – that perhaps the
 to moderate cane prices to a point              consumption is expected to increase           gains accrued from superior cane varieties
 where they would still be remunerative          by 3-4 % during SY2016-17, this could         and farsighted operating practices will
 for farmers and also affordable for             be the first time in five years when the      sustain across the foreseeable future.
 consumers.                                      country would consume the entire sugar
                                                 produced during season 2015-16. That           Operational performance
 We are relieved to state that this extended
                                                 the industry expects yet another year
 downtrend is finally over.                                                                    Our optimism stems from the fact that
                                                 of decline in output during 2016-17 on
                                                                                               during FY2015-16 our loss-making sugar
 There are a number of reasons for this,         account of below par precipitation in
                                                                                               business turned around, our ethanol
 some for which we need to thank the             Maharashtra and Karnataka could lead to
                                                                                               business increased profits and our
 climate for, some for which we need to          the second successive year of inventory
                                                                                               power generation business continued
 thank the Central and State Governments         decline.
                                                                                               to represent the bedrock of long-term
 and some for which we sugar
                                                 Things have already started to take a         revenue visibility. Best of all, we expect
 manufacturers need to take the credit,
                                                 turn for the better. India’s domestic sugar   this scenario to sustain across all three
 albeit modestly.
                                                 prices reported their strongest recovery      businesses across the foreseeable future.
 Primarily, the country’s sugar industry         in four years; ex-factory realisations
                                                                                                                                           FINANCIAL STATEMENTS
We closed the financial year under            Sectoral outlook                           We expect our distillery to emerge as a
review with a carry-forward stock of 33                                                  money spinner. We would continue to
                                             We are optimistic of our sectoral and
lac quintals, which should translate into                                                use molasses that provides a higher yield,
                                             individual prospects for some valid
a sizeable surplus in 2016-17. Besides,                                                  substantially increasing our generating
                                             reasons.
renewable energy credits fetched B17.90                                                  capacity.
crore during the year under review.          We expect cane output to decline for
                                                                                         We would be substantially benefited by
                                             the second successive year in 2016‑17.
Power: We leveraged our 209-megawatt                                                     the excise duty exemption on ethanol,
                                             Much of this decline will come from
power plant (125 megawatts of saleable                                                   gaining B5 for every litre of ethanol we
                                             Maharashtra and Karnataka and
capacity) to generate 66.02 crore units of                                               sell to OMCs.
                                                                                                                                           MANAGEMENT REPORTS
                                             marginally from Uttar Pradesh. The
power in 2015-16, which was 16% higher                                                   We expect to reinforce power generation
                                             national decline could go a long way in
than in the previous year. Nearly 35% of                                                 operations and reap the benefits of
                                             correcting the longstanding skew in the
the power generated was consumed                                                         increased tariffs.
                                             national sugar scenario.
within, moderating production costs. We
registered a 26% increase in revenues to     Even according to the most conservative
                                                                                         Gaurav Goel and Gautam Goel,
earn B478.88 crore compared to B380.41       estimates, sugar realisations will remain
                                                                                         Managing Directors,
crore in the previous year. Average          steady. Subsequently, we expect to
                                                                                         Dhampur Sugar Mills Limited
tariff stood at B5.05 per unit in 2015-16    generate a reasonable surplus around
compared with B4.37 per unit in the
                                                                                                                                           CORPORATE OVERVIEW
previous year. The result was that the
EBITDA of power generation business
increased to B202.95 crore during the
year against B173.88 crore during the
previous year, an increase of 17%.
Distillery: Following an excise duty
exemption on ethanol produced from
molasses of SS 2015-16 and the volume
and price improvements for rectified
spirit, ENA and ethanol allowed Dhampur
to cement its reputation as one of the key
producers of ethanol.
                                              We registered a                             Average tariff stood at
During the year 2015-16, we majorly used
molasses produced during SS 2014-15
for manufacturing ethanol and could not
avail the benefit of Cenvat credit, which
will be available to the Company in
2016‑17. The net benefit from this will be
                                              increase in revenues to earn                in B per unit
B3.5 per litre on ethanol production.         B2349.73 crore                              in 2015-16
                                                                                                          Annual
                                                                                                          Report      201516          17
This is how Dhampur
has selected to
manage its business
At Dhampur, our business model ensures that we remain
resilient in the face of sectoral cyclicality.
This means that in the most challenging market
conditions, we ensure adequate liquidity through our
non-sugar businesses.
This means that when sugar markets revive, we are
among the first companies to post a robust surplus.
This means that when the industry is robust, we
generate profit margins higher than most of our peers.
     Multi-business Company
     Dhampur is essentially three businesses (sugar, power
     generation and distillery) in one, which makes it
     possible for the Company to offset the weakness in
     one business and report a consolidated surplus. Over
     the years, we believe that this diversified identity
     has been the principal factor responsible for our
     endurance and growth.
                                                                                                                FINANCIAL STATEMENTS
logistic costs.
                                                                                                                MANAGEMENT REPORTS
to right-size the business thereby moderating        remain protected by a natural tax hedge. The result
investments and enhancing profitability.             is that we did not just increase the proportion
                                                     of our non-sugar revenues; we increased the
                                                     proportion of power generation revenues as well.
       Multi-cycle investments
        We have invested in capacity addition
                                                     Ethanol preference
across market cycles, leveraging the strength
of our Balance Sheet to borrow when markets                 At Dhampur, even as we possess a distillery
have been down and prudently utilising accruals             that empowers us to manufacture a range
                                                     of downstream chemicals, we have largely focused
                                                                                                                CORPORATE OVERVIEW
during periods of sectoral rebound. The benefits
of this approach have been extensive: we have        on ethanol manufacture. This product enjoys
negotiated better with third parties, enjoyed        governmental patronage, growing demand,
quicker delivery schedules and been more agile       quick offtake and attractive remunerations. We
than our sectoral peers.                             believe that with the mandated ethanol blending
                                                     proportion all set to increase from 5% to 10%,
                                                     there would be yet another demand spike,
       Inorganic growth                              benefiting us immensely.
        We recognised the attractiveness of
inorganic opportunities to circumvent the
                                                     Branded sugar
time-consuming cycle related to greenfield
investments. This made it possible to build on                We believe that with rising incomes and a
existing cane availability and capitalise on the              growing preference for premium products,
terrain knowledge of the acquired Company.           consumers who buy loose unpackaged sugar
Acquisitions made in the last two decades            will gravitate towards branded and packaged
accounted for 28.57% of the Company’s aggregate      alternatives. As the modern retail format becomes
cane crushing capacity.                              ubiquitous, consumers shall begin to make larger
                                                     online purchases. In line with this, we launched
                                                     Dhampure in 2000 and stand to make the most of
       Cane competence                               this first-mover advantage.
          Dhampur is not a sugar Company per
se; it is fundamentally a cane Company working
                                                                                 Annual
                                                                                 Report      201516        19
         This is how our
         business model
         has enriched our
         competitiveness
         and sustainability
                                                                                               FINANCIAL STATEMENTS
non-sugar businesses, especially in the last few years of the downturn.
                                                                                               MANAGEMENT REPORTS
The efficiency of Dhampur’s operations can be gauged from the fact that for every
tonne of cane crushed, the Company has been able to generate among the highest
throughputs in India’s sugar industry.
 Throughput for every tonne of cane crushed, 2015-16
                                                                                               CORPORATE OVERVIEW
Dhampur has been a faithful friend to the farmer, enhancing incomes on the one
hand and securing core and downstream capacities on the other.
                                                                        Annual
                                                                        Report   201516   21
 DIVISIONAL REVIEW
                Sugar
                                                                                           Revenues in 2015-16 (in B crore)
 Dhampur is among the largest sugar manufacturing
 companies in India by volume (crushing capacity
 45,500 tonnes of cane per day), respected for qualitative
 excellence. Its extension into branded packaging and use of
 pioneering practices has allowed it to carve a niche for itself.                          Revenue growth in 2015-16
 The Company draws cane from within a radius of around 30
 kilometres in its command areas, possesses a white sugar
 capacity of 2,850 tonnes per day and refined sugar capacity
 of 1,700 tonnes per day.
                                                                                           EBITDA increase
 Outlook
  Continue planting of high-yield varieties should result in average increase in cane
 acreage in the command area during FY2016-17
Power
                                                                                                                             FINANCIAL STATEMENTS
                                                                                         Revenues in 2015-16 (in B crore)
Dhampur ventured into the power generation business in
2006-07 to ensure efficient use of its captively-generated
bagasse. Over the years, the Company has enhanced its
capacity to 209 megawatt in tranches, emerging as the one
of the largest in India and Uttar Pradesh. The Company’s                                 Revenue growth in 2015-16
power generation capacity accounted for 40% of its captive
consumption while the rest was channelled for merchant
                                                                                                                             MANAGEMENT REPORTS
sale to the State Electricity Grid.
EBITDA increase
                                                                                                                             CORPORATE OVERVIEW
 Best-in-class boilers that can consume a     Average power tariffs increased by
wide mix of fuels                             around 12% from 20th January 2015          Overall EBITDA
                                              the full impact of which became visible
                                              during the fiscal under review
Talking points, 2015-16
 Increased revenues from B380.41 crore        The Company’s power segment
in 2014-15 to B478.88 crore                   provided an attractive earnings cushion
                                              during the sectoral downtrend
 Higher bagasse availability sustained                                                  Average power tariffs
power sales during the off-season                                                        increased by around
Outlook
 Ensure 100% asset utilisation at the power plant
                                                                                                  Annual
                                                                                                  Report     201516     23
 DIVISIONAL REVIEW
              Distillery
                                                                                              Revenues in 2015-16 (in B crore)
 Dhampur possesses a distillery capacity of 300,000 litres
 per day. The distillery operations have been progressively
 automated to enhance operational efficiency on the one
 hand and flexibility in the manufacture of different products
 (ethanol, rectified spirit, extra neutral alcohol, among                                     Revenue growth in 2015-16
                                                                                                                                                   FINANCIAL STATEMENTS
 Indian economic overview                        and oil prices have emerged in recent          largest consumer and second-largest
                                                 years, driven in part by the relationships     producer of sugar.
India’s positive GDP growth indicates that       between sugar as the primary ethanol
the economy is expanding as against                                                             China’s production is projected at 10.6
                                                 feedstock in Brazil, the dominant
the subdued economic growth in the                                                              million tonnes, down by 400,000 tonnes
                                                 producer and exporter of both sugar and
developed countries and other parts of                                                          on account of a decline in planted area
                                                 ethanol in the world.
Asia. One more reason for India doing                                                           due to high production costs. (Source:
well is that oil and commodity prices have       Global sugar production for 2015-16 is         usda.gov)
plummeted. Besides this, the country is          forecast to go down by 2 million metric
                                                                                                The primary reason for the global sugar
largely a consumption-driven economy             tonnes (raw value) to settle at 173 million
                                                                                                industry’s bullish outlook stems from
                                                                                                                                                   MANAGEMENT REPORTS
that is not too dependent on foreign             tonnes with reductions in Brazil, India, the
                                                                                                a prospective increase in demand.
trade. Initiatives like ‘Make in India’, plans   European Union, and Ukraine more than
                                                                                                Moreover, small changes in the import
to set up a dedicated freight corridor and       offsetting the increase in productions
                                                                                                needs of multiple countries will also lead
developing a low-carbon economy by               in Australia, Russia, and Turkey. Global
                                                                                                to a significant spike in demand for sugar.
laying a keen emphasis on generating             consumption is projected to reach a
                                                                                                However, this high demand might be
renewable energy have brightened                 record 173 million tonnes in FY2015-16.
                                                                                                met with a shortage of 5.5 million metric
long-term prospects for the country’s                                                           tonnes in SY2016-17 as years of low prices
economy.                                          Growth prospects                              have led sugar output to stagnate. This
The Indian economy has been riding high          Brazil’s production is forecast to reduce      shortfall is estimated to widen further to
                                                                                                                                                   CORPORATE OVERVIEW
since last year and in purchasing power          by 950,000 tonnes to settle at 35 million      6.2 million tonnes in 2016-17. Tightness
parity terms has made its way among the          tonnes as a higher percentage of               in sugar supplies is already being felt in
top five countries in the world. All the         sugarcane (forecast at 59%) is converted       the market for refined sweeteners, where
gains that India earned have been utilised       to ethanol. The higher demand in the           its premium over the raw variety rose
in restoring macroeconomic stability.            domestic market was a result of the            to a five-month high of $117 a tonne in
The country’s GDP growth in 2015-16              increase in the mandated percentage of         January 2016. (Source: Olam International)
is expected to be 7.6% as per the data           ethanol blending in gasoline from 25 to        This bullish trend in the global sugar
released by the Central Statistics Office        27% and the increase in federal and state      markets will lead to a rise in the price of
increasing from 5.6% in FY13 to 6.6% in          taxes for gasoline.                            sugar in India as well. This means that the
FY14 to 7.2% in FY15.                                                                           world’s second-largest supplier will sell
                                                 United States production is forecast to go
                                                 up by nearly 150,000 tonnes from last year     more in the domestic market and less
 Sugar industry – global                                                                        abroad. So, while expectations for Indian
                                                 to settle at 8 million tonnes. Consumption
 overview                                        is down slightly as imports declined by        exports were bearish for the market six
Sugar is one of the most used                    5% to 3.1 million tonnes and stocks grew       months ago, the estimates are being
commodities in the world. Sugarcane,             by 5% to 1.7 million tonnes.                   lowered. Indian sugar prices rallied more
besides the main source of sugar, is                                                            than 30% in the past five months on
                                                 India’s production is forecast to drop by      expectations that the FY2016-17 output
generally regarded as one of the most
                                                 25.1 due to lower yields. Consumption          will turn out be lower than what was
significant and efficient sources of
                                                 rose to 26.0 million tonnes while export       initially forecast.
biomass for bio-fuel (ethanol) production.
                                                 volumes decreased by 0.49 million ton to
Strong linkages between world sugar              1.94 million tonnes. India is the world’s
                                                                                                                 Annual
                                                                                                                 Report       201516          25
     Industry analysis and trends                levels significantly without requiring         India will have a low output of sugar
                                                 corresponding increase in manpower.            but the sufficient stock will ensure that
 During the five years leading to 2015, the
                                                                                                demands are met.
 global sugar manufacturing industry had
 to contend with unstable production
                                                  Indian sugar industry at a                    On the consumption side, strong
 and price levels. Adverse weather
                                                  glance                                        domestic demand from soft drink
 conditions and increasing diversion of                                                         manufacturers, confectionaries, hotels,
                                                 The Indian sugar industry has contributed      bakeries and ice cream manufacturers will
 stocks to ethanol production reduced
                                                 a lot to the rural economy of India. The       support higher levels of offtake. India’s
 sugar production, therefore inflating the
                                                 sector has by commercialising rural            relatively strong economic growth, stable
 price of the commodity. This benefited
                                                 resources for meeting the large domestic       political situation, rising incomes, a young
 the industry until 2012, when prices
                                                 demand of sugar and generating surplus         population and changing consumer
 crashed due to high global production
                                                 energy to meet the ever-increasing             consumption patterns are envisaged to
 and healthy stock-to-use ratio. Prices
                                                 energy needs of India. With an annual          be the key drivers, encouraging higher
 continued to decline throughout the
                                                 production capacity of over 30 million         sugar consumption. The prices of sugar
 period, thereby pushing revenues down,
                                                 metric tonnes, the Indian sugar industry is    are likely to see some correction on
 which resulted in minimal industry
                                                 the second largest producer in the world.      expectations of a forecast of above-
 growth. Till 2020, the industry is expected
                                                 It is also the second-largest agro-based       normal monsoons in the country in
 to prosper due to rising demand for
                                                 industry in the country (after cotton). The    FY2016-17. However, strong domestic
 renewable energy, growing global
                                                 sugar industry supports 50 million farmers     demand will limit the extent of price
 sugar consumption and favourable
                                                 and their families. The annual turnover of     correction.
 governmental policies.
                                                 the industry is estimated at B41,000 crore
                                                 and it pays about B2,500 crore per annum       Thus the Indian sugar industry has
     Industry investments                                                                       turned around and has recovered the
                                                 to the exchequer.
 The global sugar industry is labor                                                             long pending dues that were owed to
 and capital-intensive. However, the
                                                  Outlook                                       farmers. The mills have been able to pay
 introduction of new technologies and            According to ISMA, from the beginning of       the farmers back due to the strong policy
 the adoption of greater automation              the current sugar season till 30th of April    initiatives undertaken, which includes an
 have reduced manual intervention.               2016, sugar mills have produced 11%            increase in blending ethanol with petrol
 This is particularly true in sugar refining,    lower sugar. And even though most of           that has saved the country from nearly
 where, in the past decade, high-speed           the mills have stopped crushing cane, 48       $300 million worth of oil imports.
 production lines have dramatically              are still continuing their crushing activity   (Source: Care Ratings, KPMG, Economic
 increased throughputs. This has allowed         as compared to 97 that were operating          Times, ISMA)
 manufacturers to raise production               last year. Due to this drop in production,
                                                                                                 Internal control systems and
                                                                                                 their adequacy
                                                                                                            Annual
                                                                                                            Report      201516        27
     Profit & Loss statement                     EBITDA                                        crore against B1,697.22 crore as on 31st
                                                                                               March 2015, a decrease of 4.8%. Current
 l	 The Company’s operating revenue             EBITDA rose from B150.73 crore in 2014-        Ratio was 0.84 as on 31st March 2016
     increased from B1843.21 crore in           15 to B245.18 crore in 2015-16. This was       against 0.85 as on 31st March 2015
     2014‑15 to B2325.04 crore in 2015-         due to better realisations from the sugar      owing to a decrease in current assets
     16. This was mainly due to a marked        segment.                                       over current liabilities.
     increase in production and profits of
                                                                                             l	 Inventories: Inventories (finished and
     all the business segments. This also led    Balance sheet
     to an increase in the cash profit from                                                    semi-finished goods along with raw
                                                l	 Net worth: The Company’s net worth          materials) for 2015-16 increased. 70%
     B‑0.53 crore in 2014-15 to B86.53 crore
                                                  was B710.69 crore as on 31st March           from B1252.26 crore as on 31st March
     in 2015-16.
                                                  2016, which is an increase of 67.7%          2015 to B1261.30 crore as on 31st March
 l	 Total revenues from the sugar division        compared to the previous year’s              2016.
     stood at B1814.65 crore, power               B423.71 crore as on 31st March 2015.
     generation segment revenues were                                                        l	 Short-term loans and advances:
                                                  The increase was due to a rise in the
     B478.88crore and distillery generated        reserves and surplus.                        The short-term loans and advances
     B413.02crore.                                                                             decreased for 2015-16 and stood at
                                                l	 Share capital: The share capital            B36.92 crore compared to B39.51 crore
 l	 Operating expenses for 2015-16 stood          decreased marginally to B75.30 crore         in 2014-15.
     at B2022.75 crore as against B1644.51        as on 31st March 2016 as compared to
     crore in 2014-15, the 23% increase                                                      l	 Current liabilities: Current liabilities
                                                  B75.96 crore as on 31st March 2015 due
     mainly due to an increase in the             to a redemption of preference shares in      decreased 4.58% from B2008.01 crore as
     amount of raw materials consumed             the year under review. Equity capital of     on 31st March 2015 to B1916.66 crore
     and purchases of stock in trade. Raw         the Company increased by B1.5 crore in       as on 31st March 2016, mainly due to
     material expenses went up by almost          year under review.                           a decrease in trade payables. Trade
     19% in 2015-16 compared to last year.                                                     payables decreased from B675.01 crore
                                                l	 Reserves and surplus: The reserves and      in 2014-15 to B471.43 crore in 2015-16,
 l	 The cost of the Company’s employee            surplus increased to B635.39 crore as on     a decline of 30.1%, whereas the other
     benefits increased from B76.19 crore         31st March 2016 from B346.51 crore as        current liabilities increased by 17.80 %.
     in 2014-15 to B84.38 crore in 2015-16,       on 31st March 2015.                          Short-term borrowings increased from
     leading to an increase in operating                                                       B893.98 crore in 2014‑15 to B928.47
                                                l	 Borrowings: The Company’s
     expenses.                                                                                 crore in 2015-16, a rise of 3.8%.
                                                  borrowings comprise long-term
 l	 The Company’s depreciation stood at           borrowings (current and non-current)
     B55.14 crore in 2015-16 against B55.23       and short-term borrowings . As on 31st      Cash and bank balances
     crore 2014-15.                               March 2016, they stood at B1656.51         Cash and bank balances increased by
                                                  crore against B1609.25 crore as on 31st    54.2% from B16.73 crore as on 31st March
     Capital employed                             March 2015.                                2015 to B25.80 crore as on 31st March
 The total employed capital increased by                                                     2016.
 25.41% in 2015-16. The return on capital        Working capital management
 employed increased by about 5.50% in           l	 Current assets: Current assets as on
 2015-16.                                         31st March 2016 stood at B1615.49
                                                                                                                                           MANAGEMENT REPORTS
                                             imparting education to rural children. A     level every year and organises a host of
       when it earns profits and             1:30 teacher-student ratio guarantees that   cultural and educational programmes.
shares it with the society within            each child receives attention and care.
                                                                                          At our Meerganj unit, we educate farmers
   which it exists. We have tried
                                             We also partnered Academy of Modern          and provide them with the necessary
      to integrate social welfare            Learning and opened one of its branches      resources like liquid biofertilisers,
  within our normal day-to-day               at Asmoli. The school is equipped with       pesticides and organic manure at pocket-
                      operations.            modern learning and recreational             friendly rates. Besides this, meetings and
                                             facilities, encouraging extracurricular      seminars are held where techniques like
                                             activities to facilitate the all-round       inter-cropping, mixed cropping, trench
                                                                                                                                           CORPORATE OVERVIEW
                                             development of rural children. One more      planting, among others, are taught to
                                             branch was established in Gunnaur near       farmers to maximise earnings.
                                             our Rajpura unit.
                                                                                                           Annual
                                                                                                           Report      201516         29
 Mitigating risks
 at Dhampur
 Dhampur’s integrated risk management approach comprises a compliance with prudential
 norms, structured reporting and effective controls. A combination of centrally-issued policies and
 divisionally-evolved procedures has helped enhance process robustness, ensuring that business risks
 are effectively addressed.
     Locational risk
          In the sugar business, the distance between       Risk mitigation
          mills from sugarcane fields could lead to delay    	 We have established excellent connectivity via roads to ensure quick
          in cane crushing thereby lowering recovery.          cane delivery.
                                                             	 Our command areas extend around a 30-kilometre radius of our mills.
                                                                                                                                   FINANCIAL STATEMENTS
                                            cogeneration, alcohol and biofertiliser segments.
                                          	 We also offer packaged sugar, thereby strengthening margins.
                                          	 Non-sugar revenues stood at 41 % of the total revenues in FY2015-16 (35 % in
                                            FY2014-15), indicating only a moderating dependability on sugar.
                                          	 The low per capita sugar consumption in India provides ample room for us to
                                            grow.
Competition risk
                                                                                                                                   MANAGEMENT REPORTS
      An inability to sell enough cane   Risk mitigation
      could eat into our profits.         	 We procure sugarcane from more than 190,000 farmers.
                                          	 We enjoy enduring relationships with the farmers that ensures adequate cane
                                            supply
                                          	 Our dedicated teams help farmers free their land faster post the sugar season
                                            and move on to their next crops. Besides, we have also implemented farmer
                                            support programmes and supplied seeds and other agricultural implements.
                                                                                                                                   CORPORATE OVERVIEW
Regulatory risk
      Unfavorable governmental           Risk mitigation
      policies could negatively impact   The Government has been introducing a lot of initiatives to ensure a favorable
      prospects.                         progress of the Indian sugar industry. Few are as follows:
                                          	 The policy interventions by the Government such as a soft loan was notified
                                            with a one year moratorium on interest payments. The focus was on
                                            providing direct payment to farmers even though mills undertook the loans,
                                            providing relief to farmers and generating liquidity in the sugar industry.
                                          	 Government also introduced a modified Ethanol Blending Program(EBP) to
                                            achieve up to 10% blending levels with Motor Spirit.
                                          	 Lastly a comprehensive performance based production subsidy was notified
                                            at a rate of B4.50 per quintal of cane crushed, payable to farmers against cane
                                            dues contingent on mills undertaking exports and supplying ethanol.
                                                                                                   Annual
                                                                                                   Report      201516         31
Board Report
To,
The Members,
Dhampur Sugar Mills Limited
The directors have pleasure in presenting their Annual Report of the company together with the Audited accounts for the period ended on
31st March, 2016.
Operational performance:
Sugar units:
The key operational data of sugar/co-generation/chemical units are as follows :
                                                                                                                                              FINANCIAL STATEMENTS
Material Changes and Commitments during the                            Company Secretary of the Company.
Year
There are no material changes and commitments affecting the
                                                                       Deposits
                                                                       1.	   Accepted during the financial year 2015-16: H13.67 crores
financial position of the company which have occurred between
31.03.2016 and the date of the report, as required under Section       2.	 Remained unpaid or unclaimed as at the end of the year H0.16
134(3)(l) of the Companies Act, 2013.                                        Crores
                                                                       3.	 If there has been any default in repayment of deposits or
Change in the Nature of Business                                             payment of interest thereon during the year and if so, number
                                                                                                                                              MANAGEMENT REPORTS
During the year, there was no material change in nature of business          of such cases and the total amount involved:
of the company.                                                        	     a.	   At the beginning of the year; NIL
                                                                       	     b.	 Maximum during the year; NIL
Dividend
                                                                       	     c.	   At the end of the year. NIL
Your directors do not recommend any dividend for the year ending
31st March 2016 due to accumulated losses.                             Deposits not in compliance with Chapter V of the
                                                                       Act
Reserves & Surplus
                                                                       The Company has not accepted any deposit, which is not in
The Company has earned a Net Profit after tax of H31.95 Crore
                                                                                                                                              CORPORATE OVERVIEW
                                                                       compliance with chapter V of the Act.
which has been adjusted in Profit and Loss Account under the
head Reserves & Surplus. The Reserves & Surplus now amounted to        Particulars of Loans, Guarantees or Investment
H647.05 Crores as at 31st March, 2016.                                 Details of Loans, Guarantees and Investments covered under the
                                                                       provisions of section 186 of the Companies Act, 2013 are given in
Equity Share Capital
                                                                       the notes to Financial statements.
During the financial year, 1500000 Equity shares of H10/- each at a
premium of H23/- per share have been allotted on conversion of         Related Party Transactions
1500000 equity share warrants.                                         All the transactions carried out with Related parties for the year
                                                                       under review were on arm’s length basis and are in compliance with
Directors
                                                                       the applicable provisions of the Act and Listing Agreement.
Shri Gaurav Goel, Shri Gautam Goel and Shri Sandeep Kumar Sharma
will retire at the ensuing Annual General Meeting and being eligible   There are no material significant related party transactions made
have offered themselves for their respective re-appointment.           by the Company with Promoters , Directors or Key Managerial
                                                                       Personnel etc. which may have potential conflict with the interest
During the year Shri D.L Mittal was appointed as Nominee Director
                                                                       of the Company at large.
of Punjab National Bank in place of Shri S.K Wadhwa.
                                                                       The Related Party Transactions Policy as approved by the Board is
Brief profile of Shri Gaurav Goel, Shri Gautam Goel and Shri Sandeep
                                                                       uploaded on the Company’s website at http://www.dhampur.com
                                                                                                                 Annual
                                                                                                                 Report     201516       33
Your directors draw attention of the members to Note No. 34 of the         (c)	 the Directors have taken proper and sufficient care for the
Financial Statement which sets out related party disclosures.                    maintenance of adequate accounting records in accordance
                                                                                 with the provisions of this Act for safeguarding the assets of
Auditors and Auditors’ Report                                                    the company and for preventing and detecting fraud and other
M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the auditors              irregularities;
of your Company will retire at the ensuing Annual General Meeting
                                                                           (d)	 the Directors have prepared the annual accounts on a going
and being eligible are proposed to be re-appointed.
                                                                                 concern basis;
The observations of the Auditors in their report read with the
                                                                           (e)	 the Company has an effective internal control and risk mitigation
accounts are self-explanatory.
                                                                                 system, which are constantly assessed and strengthened with
Secretarial Auditors and Secretarial Audit Report                                the new/revised standard operating procedures.
Pursuant to the provisions of Section 204 of Companies Act, 2013           (f )	 the Directors, have devised proper systems to ensure
and rules made there under, the Company has appointed GSK &                      compliance with the provisions of all applicable laws and that
Associates, a firm of Company Secretaries in Practice, to undertake              such systems are adequate and operating effectively.
the secretarial Audit of the Company. The Secretarial Audit Report
is annexed as Annexure 2 and forms an integral part of this report.        Declaration by Independent Directors
                                                                           The Company has received declaration from all independent
There is no secretarial audit qualification for the year under review.
                                                                           directors in accordance with the provisions of Section 149(6) of the
Corporate Governance:                                                      Act, whose names are as under:
In compliance with Regulation 17 to 27 of SEBI (Listing Obligations        1.	   Shri M.P Mehrotra
and Disclosure Requirements) Regulations, 2015, a detailed                 2.	   Shri Priya Brat
Corporate Governance Report has been given elsewhere in this               3.	   Shri Ashwani K Gupta
report, along with the Management discussion and analysis report,          4.	   Shri Harish Saluja
which form an integral part of the Annual Report.                          5.	   Shri Rahul Bedi
A certificate from GSK & Associates, a firm of Company Secretaries in      6.	   Smt. Nandita Chaturvedi
Practice confirming compliance by the Company with the conditions
of Corporate Governance as stipulated under part E of Schedule V of
                                                                           Audit Committee
                                                                           Details of the composition of the Audit Committee and the
SEBI (Listing Obligations and Disclosure Requirements) Regulation
                                                                           attendance at the meetings held during the financial year 2015-16
2015 is attached to this report.
                                                                           forms part of the Corporate Governance Report.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the
                                                                           Nomination and Remuneration Policy:
                                                                           The Board of Directors have framed a policy which lays down a
Companies Act, 2013 your directors state that:
                                                                           framework in relation to remuneration of directors, Key Managerial
(a)	 in the preparation of the annual accounts, the applicable             Personnel and Senior Management of the Company. The details of
       accounting standards have been followed along with proper           this policy are explained in the Corporate Governance which forms
       explanation relating to material departures;                        a part of this Report. The remuneration policy is in consonance with
(b)	 the Directors have selected such accounting policies and              the existing policy of the Company.
       applied them consistently and made judgments and estimates
       that are reasonable and prudent so as to give a true and fair
                                                                           Risk Management Policy
                                                                           The Company has Risk Management committee of Directors to have
       view of the state of affairs of the company at the end of the
                                                                           a system of Risk Management, inter alia, to review it periodically.
       financial year and of the profit and loss of the company for that
       period;
                                                                                                                                               FINANCIAL STATEMENTS
Complaints Committee (ICC) has been set up to redress complaints           Details of the Compositions of the Board Meeting and the
received regarding sexual harassment. All employees (permanent,            attendance at the meetings held during the financial year 2015-16
contractual, temporary, trainees, etc.) are covered under this policy.     forms the part of the Corporate Governance Report.
The following is a summary of sexual harassment complaints                 Significant And Material Orders Passed By The
received and disposed off during the year 2015-16                          Regulators Or Courts Or Tribunals Impacting
 No. of complaints received                                Nil             The Going Concern Status And Company’s
 No. of complaints disposed of                             Nil             Operations In Future
                                                                                                                                               MANAGEMENT REPORTS
                                                                           There was no such order passed by the regulators or courts or
Corporate Social Responsibility                                            tribunals impacting the going concern status and Company’s
The composition of CSR committee is as under :                             operations in future.
                                                                                                                                               CORPORATE OVERVIEW
Managerial Remuneration
1.	   The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2015-
      16 is given below:
                                                                                                                 Annual
                                                                                                                 Report      201516      35
2.	        Percentage increase in remuneration of each director and CEO/CFO/CS in the financial year
3.	        Percentage increase in the median remuneration of employees          6.	   The key parameters for any variable component of remuneration
           in the financial year : 5.07%                                              availed by the directors :
                                                                                	     Commission on Net Profits of the Company to be paid to them:
4.	 Number of permanent employees on the rolls of company
                                                                                      H42 Lacs
           Permanent Employees : 2596
                                                                                7.	 The ratio of the remuneration of the highest paid director
5.	 Explanation on the relationship between average increase in
                                                                                      to that of the employees who are not directors but receive
           remuneration and company performance:
                                                                                      remuneration in excess of the highest paid director during the
	          The Company is giving statutory increment to its employees
                                                                                      year : NA
           and workers, whenever applicable and as per HR practice of the
           Company irrespective of the performance of the Company.              8.	   There was no employee of the company who was in receipt of
                                                                                      remuneration in excess of H60 Lakhs and holding 2% or more
	          The whole Time Directors Shri. Vijay Kumar Goel, Shri Ashok
                                                                                      of equity share capital of the company except Shri Gaurav Goel
           Kumar Goel, Shri Gaurav Goel are also being paid commission
                                                                                      and Shri Gautam Goel, Managing Directors of the Company.
           linked to Company’s profit computed in terms of Section 198
           of the Companies Act, 2013 and rules made there under.
                                                                                Acknowledgements:
	          Comparison of the remuneration of the Key Managerial                 Your Directors place on record their acknowledgement and
           Personnel against the performance of the company:                    sincere appreciation to the shareholders for their confidence in the
	          The Remuneration being paid to Managing Directors is                 management of the Company, the Central Government, the State
           within the limits of Schedule V to the Companies Act, 2013.          Government, banks and financial institutions for their continued
           Remuneration of Shri Gaurav Goel also comprises commission           support, the cane growers for their efforts in ensuring timely cane
           which is linked to profits of the Company in terms of Section        supply, the Company’s officers and staff for their relentless and
           198 of the Companies Act, 2013.                                      dedicated efforts, resulting in the Company’s growth and look
                                                                                forward to a bright future.
	          The Remuneration of Mr. Arhant Jain is revised as per normal
           HR policy of the Company
                                                                                                                                                  FINANCIAL STATEMENTS
2.	   Reporting period for the subsidiary concerned, if different from the holding company’s reporting period: - 1st April, 2015 to 31st March,
      2016.
3.	   Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries:- USD (1 USD
      = H66.33)
4. Other Information:-
                                                                                                                                                  MANAGEMENT REPORTS
      Reserves & surplus                                                                                   (11.17)
      Total assets                                                                                         26.99
      Total Liabilities                                                                                    27.36
      Investments                                                                                           NIL
      Turnover                                                                                             194.37
      Profit/(Loss) before taxation                                                                        (5.58)
      Provision for taxation                                                                                NIL
      Profit after taxation                                                                                (5.58)
                                                                                                                                                  CORPORATE OVERVIEW
      Proposed Dividend                                                                                     NIL
      % of shareholding                                                                                    100%
ii) Name of Subsidiaries which have been liquidated or sold during the year : Dhampur Global Pte Ltd.
                                                                                                                     Annual
                                                                                                                     Report     201516    37
Annexure - 2
                                                             SECRETARIAL AUDIT REPORT
                                                       FOR THE YEAR ENDED 31ST MARCH, 2016
                               [Pursuant to section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies
                                       (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Dhampur Sugar Mills Limited
Distt. Bijnor, Dhampur – 246761
Uttar Pradesh
We have conducted the secretarial audit of the compliance                        	   The following Regulations and Guidelines prescribed under the
of applicable statutory provisions and the adherence to good                         Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
corporate practice by DHAMPUR SUGAR MILLS LIMITED (CIN:                      	       a.	 The Securities and Exchange Board of India (Substantial
L15249UP1933PLC000511) (hereinafter called the company).                                 Acquisition of Shares and Takeovers) Regulations, 2011, as
Secretarial Audit was conducted in a manner that provided us a                           amended from time to time;
reasonable basis for evaluating the corporate conducts/statutory
                                                                             	       b.	 The Securities and Exchange Board of India (Prohibition of
compliances and expressing our opinion thereon.
                                                                                         Insider Trading) Regulations, 2015;
Based on our verification of the Company’s books, papers, minute             	       c.	 The Securities and Exchange Board of India (Issue of
books, forms and returns filed and other records maintained by the                       Capital and Disclosure Requirements) Regulations, 2009;
Company and also the information provided by the Company, its
                                                                             	       d.	 The Securities and Exchange Board of India (Employee
officers, agents and authorized representatives during the conduct
                                                                                         Stock Option Scheme and Employee Stock Purchase
of secretarial audit, we hereby report that in our opinion, the
                                                                                         Scheme) Guidelines, 1999 and        The Securities and
Company has, during the year ended on 31st March, 2016, complied
                                                                                         Exchange Board of India (Share Based Employee Benefits)
with the statutory provisions listed hereunder and also that the
                                                                                         Regulations, 2014 notified on 28th October, 2014 (Not
Company has proper Board-processes and compliance-mechanism
                                                                                         applicable to the company during the audit period);
in place to the extent, in the manner and subject to the reporting
                                                                             	       e.	    The Securities and Exchange Board of India (Issue
made hereinafter:
                                                                                           and Listing of Debt Securities) Regulations, 2008 (Not
We have examined the books, papers, minute books, forms and                                applicable to the company during the audit period);
returns filed and other records maintained by the Company for the
                                                                             	       f.	   The Securities and Exchange Board of India (Registrar to
year ended on 31stMarch, 2016 according to the provisions of:
                                                                                           an Issue and Share Transfer Agents) Regulations, 1993,
I.                                                                                         regarding the Companies Act and dealing with client.
 	 The Companies Act, 2013 (the Act) and the rules made                      	       g.	 The Securities and Exchange Board of India (Delisting of
   thereunder.                                                                           Equity Shares) Regulations, 2009 (Not applicable to the
 	        The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the               company during the audit period); and
          rules made thereunder.                                             	       h.	 The Securities and Exchange Board of India (Buyback
 	        The Depositories Act, 1996 and the Regulations and bye-laws                    of Securities) Regulations, 1998 (Not applicable to the
          framed thereunder.                                                             company during the audit period).
 	 Foreign Exchange Management Act, 1999 and the rules                       	       i.	 The Securities and Exchange Board of India (Listing
   and regulations made thereunder to the extent of Foreign                              Obligation and Disclosure Requirements) Regulations,
   Direct Investment, Overseas Direct Investment and External                            2015; as amended from time to time
   Commercial Borrowings.
                                                                                                                                                 FINANCIAL STATEMENTS
III.                                                                      The Board of Directors of the Company is duly constituted with
                                                                          proper balance of Executive Directors, Non-Executive Directors
 	     The Air (Prevention & Control of Pollution) Act, 1981 [Read with
                                                                          and Independent Directors. The changes in the composition of the
       the Air (Prevention & Control of Pollution) Rules, 1982]
                                                                          Board of Directors that took place during the year under review
 	 The Environment (Protection) Act, 1986 [Read with the
                                                                          were carried out in compliance with the provisions of the Act.
   Environment (Protection) Rules, 1986]
 	     The Water (Prevention & Control of Pollution) Act, 1974 [Read      Adequate notice is given to all directors to schedule the Board
       with the Water (Prevention & Control of Pollution) Rules, 1975     Meetings, agenda and detailed notes on agenda were sent at least
                                                                          seven days in advance, and a system exists for seeking and obtaining
 	 The Hazardous Waste (Management,                   Handling    And
                                                                                                                                                 MANAGEMENT REPORTS
                                                                          further information and clarifications on the agenda items before
   Transboundry Movement) Rules, 2008
                                                                          the meeting and for meaningful participation at the meeting.
 	     The Factories Act, 1948
 	     The Industrial Disputes Act, 1947                                  Majority decision is carried through while there has been no
                                                                          member dissenting from the decisions arrived.
 	     The Payment of Wages Act, 1936
 	     The Minimum Wages Act, 1948                                        There are adequate systems and processes in the company
                                                                          commensurate with the size and operations of the company
 	     The Employees’ Provident Fund and Miscellaneous Provisions
                                                                          to monitor and ensure compliance with applicable laws, rules,
       Act, 1952
                                                                          regulations and guidelines.
 	     The Payment of Bonus Act, 1965
                                                                                                                                                 CORPORATE OVERVIEW
 	     The Payment of Gratuity Act, 1972                                  We further report that the company has passed special resolution
                                                                          at its Annual General Meeting held on 11th September, 2015, under
 	     The Contract Labour (Regulation and Abolition) Act, 1970
                                                                          Section 180(1)(c) authorizing the Board of Directors to borrow
 	     The Maternity Benefit Act, 1961
                                                                          money.
 	     The Child Labour(Prohibition and Regulation) Act, 1986
                                                                          We further report that the company had issued 3000000 equity
 	     The Industrial Employment (Standing Orders) Act, 1946
                                                                          warrants each having an option to convert such warrants into equity
 	 The Employees’ Compensation Act, 1923 (earlier known as
                                                                          shares of H10 each at a premium of H23 each, during the financial
   Workmen’s Compensation Act, 1923
                                                                          year 2013-14. Holders of 1500000 equity warrants have exercised
 	     The Apprentices Act, 1961                                          the conversion option during the year and consequently, the equity
 	 The Employment Exchange (Compulsory Notification of                    shares were allotted.
   Vacancies) Act, 1956
                                                                          	                                             For GSK & Associates
During the year under review the Company has filed periodical             	                                            (Company Secretaries)
return and has not received any show cause notice and has
generally complied with the provisions of the Act, Rules, Regulations,
                                                                          	                         Saket Sharma
Guidelines, Standards, etc. mentioned above.
                                                                          	Partner
We have relied on the representation made by the Company and              Date: 10.05.2016	 (Membership No.: F4229)
its officers on systems and mechanism formed by the Company for           Place: New Delhi	          (CP No.: 2565)
                                                                                                                Annual
                                                                                                                Report       201516      39
Annexure - 3
FORMAT FOR THE ANNUAL REPORT ON CSR INITIATIVES TO BE INCLUDED IN THE BOARD REPORT BY QUALIFYING COMPANIES
1.	 Provide a brief outline of the company’s CSR policy, including                  socio-economic development and relief and welfare
         overview of projects or programs proposed to be undertaken                 of the Scheduled Castes, the Scheduled Tribes, other
         and a reference to the web-link to the CSR policy and projects             backwad classes, minorities and women
         or programs.
                                                                           	   12.	 Contributions or funds provided to technology incubators
	        The CSR policy was approved by the Board of Directors at its               located within academic institutions which are approved
         meeting held on 21st May, 2014 and has been uploaded on                    by the Central Government
         the Company’s website under the link http://dhampur.com/
                                                                           	   13.	 Rural development projects
         Policies.aspx
                                                                           2.	 The composition of CSR Committee is as under:
	        The Company had proposed to undertake activities relating to
         promoting education, sports, good agricultural practices, skill   	   Shri V.K Goel, Chairman
         development, women empowerment etc during the financial           	   Shri Gaurav Goel, Member
         year 2015-16.
                                                                           	   Shri Ashwani K Gupta, Member
	        The Company through its various programmes will be investing
                                                                           3.	 Average Net Profit of the company for last 3 financial years. –
         the resources for undertaking the following activities:
                                                                               H(31.12) Cr.
	        1.	   Eradication of hunger, poverty and malnutrition
                                                                           4.	 Prescribed CSR Expenditure (2% of the amount as in item 3
	        2.	   Promotion of preventive health care and sanitation              above) H NIL.
	        3.	   Promotion of education                                      5.	 Details of CSR spent during the financial year 2015-16:
	        4.	   Promotion of gender equality                                	   (a)	 Total amount to be spent for the financial year; - H0.39 cr.
	        5.	   Reducing social and economic inequality                     	   (b)	 Amount unspent, if any;Nil
	        6.	   Ensuring environmental sustainability                       	   (c)	 Manner in which the amount spent during the financial
	        7.	   Protection of Flora and Fauna                                        year as detailed below:
	        8.	   Protection of National Heritage, art and culture            		       In accordance with the Company’s CSR Policy and in
                                                                                    compliance with the Companies (Corporate Social
	        9.	 Measures for the benefit of armed forces veterans, war
                                                                                    Responsibility Policy) Rules , 2014, The Company through
               widows and their dependents
                                                                                    the trust established by it at its unit has undertaken the
	        10.	 Promoting sports                                                      CSR project of promoting education.
                                                                                                                                                FINANCIAL STATEMENTS
                                                 or programs were                           (1) Direct
                                                 undertaken                                 Expenditure
                                                                                            on projects or
                                                                                            programs
                                                                                            (2) Overheads
      1      Promoting              Education    Sambhal, Bijnor, Delhi      H0.36Cr.       H0.36 Cr.           H0.36 Cr.       NA
             education, including
             special education
                                                                                                                                                MANAGEMENT REPORTS
             and employement
             enhancing
             vocational training
             and livelihood
             enhancement
             projects.
      2      Promoting rural        Sports       Sambhal, Bijnor, Delhi      H0.03Cr.       H0.03 Cr.           H0.03 Cr.       NA
             sports nationally,
                                                                                                                                                CORPORATE OVERVIEW
             recognised sports,
             paralympic sports
             and olympic sports.
6.	 In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof,
          the company shall provide the reasons for not spending the amount in its Board report. N.A
7.	 Pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014, we hereby confirm that the CSR Committe has
          implemented and monitored the CSR initiatives of Dhampur Sugar Mills Limited in line with CSR objectives and policy of the Company.
                                                                                                                 Annual
                                                                                                                 Report       201516     41
Annexure - 4
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) 	 the steps taken or impact on conservation of energy;
	         The company has installed spentwash fired boiler at its Dhampur Unit. The boiler will use spent wash as fuel ( apart from bagasse) which
          will result in less bagasse consumption in the boiler leading to additional bagasse saving for the same steam generation.
(ii) the steps taken by the company for utilising alternate sources of energy;
The Company is producing renewable energy not only for its captive consumption, but is also exporting power to state.
    Power and fuel consumption                                                                       31st March, 2016        31st March, 2015
1 	 Electricity
	         A 	 Purchased:
		Units (kwh)                                                                                                  4606385                 6030003
		Total Value (H)                                                                                             34808185                44147955
		Rate (H/Unit)                                                                                                     7.56                    7.32
	         B 	 Own generation :
		             i. 	   Through diesel generator:
			Units (Kwh)                                                                                                  175365                  214728
			                   Unit per liter of diesel                                                                      2.76                    2.96
			Cost/ unit                                                                                                      19.52                   20.13
		             ii. 	 Through steam turbine:
			Units (Kwh)                                                                                               166951800                151529728
Unit per liter of fuel /oil/gas : Steam produced mainly by use of own and purchased bagasse paddy husk and coal
2 	 Coal
     	 Quantity (tonnes)                                                                                         891.33                  805.00
     	 Total cost (H in lac)                                                                                       60.26                   54.43
     	 Average rate (H/ tonnes)                                                                                    6761                    6761
3 	 Furnace oil
     	 Quantity (lts.)                                                                                                  -                       -
     	 Total cost (H)                                                                                                   -                       -
     	 Average rate                                                                                                     -                       -
4 	 Other/ Internal generation:
	         Quantity (tonnes)                                                                                             -                       -
	         Total cost (H)                                                                                                -                       -
	         Average rate                                                                                                  -                       -
                                                                                                                                                     FINANCIAL STATEMENTS
(B) Technology absorption:
(i) 	 the efforts made towards technology absorption; N.A
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A
(iii) i n case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
                                                                                                                                                     MANAGEMENT REPORTS
	      (b) 	 the year of import; N.A
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; N.A and
(iv) the expenditure incurred on Research and Development: H7.12 crore compared with previous year’s H7.27 crore.
                                                                                                                                                     CORPORATE OVERVIEW
outflows.
                                                                                                                   Annual
                                                                                                                   Report    201516         43
Annexure - 5
    Sl. No. Name and Description of main                                   NIC Code of                         % to total turnover
               products/ services                                      the Product/ service                     of the company
       1       Sugar                                                           2060                                    62.58
       2       Power                                                           4390                                    16.54
       3       Chemical:
               Rectified Spirit                                                2200                                    14.27
               Ethyl Acetate                                                   3007
                                                                                                                                         FINANCIAL STATEMENTS
c. State Govt. (s)                 0          0              0         0          0           0             0      0.00         0.00
d. Bodies Corp.             14797273               14797273        25.20   14797273           0   14797273        24.57              0
e. Banks/FI                        0          0              0        0          0            0             0      0.00              0
f. Any Other.
(i) Directors & Relatives      85364                  85364         0.15     85364            0       85364        0.14         0.00
(ii) Person Acting in        9490396                9490396        16.16   9490396            0    9490396        15.76        -0.40
Concert
Sub-total (A) (1)           32085637               32085637        54.65 33585637             0 33585637          55.78        1.13
                                                                                                                                         MANAGEMENT REPORTS
(2) Foreign                                                                                                        0.00
a. NRIs – Individuals              0          0              0        0          0            0             0      0.00              0
b. Other – Individuals             0          0              0        0          0            0             0      0.00              0
c. Bodies Corp.                    0          0              0        0          0            0             0      0.00              0
d. Banks / FI                      0          0              0        0          0            0             0      0.00              0
e. Any Other....                   0          0              0        0          0            0             0      0.00              0
Sub-total (A)(2)                  --                        ---       --                                           0.00
Total shareholding          32085637               32085637       54.65 33585637              0 33585637          55.78        1.13
                                                                                                                                         CORPORATE OVERVIEW
of Promoter (A) = (A)
(1)+(A)( 2)
B. Public Shareholding
(1) Institutions
a. Mutual Funds                  141       3374        3515         0.01     39141         3374       42515        0.07         0.06
b. Banks/FI                  2053062        331     2053393         3.50   2101658          331    2101989         3.49        -0.01
c. Central Govt                    0          0              0        0          0                          0      0.00              0
d. State Govt(s)                   0          0              0        0          0                          0      0.00              0
e. Venture Capital Funds           0          0              0        0          0                          0      0.00              0
f.  Insurance Companies            0          0              0        0          0                          0      0.00              0
g.  FIIs                         797        650        1447         0.00       797          650        1447        0.00        0.00
h.  Foreign                        0          0              0        0          0                          0      0.00
Venture Capital Funds              0          0              0        0          0                          0      0.00              0
i.  Others (specify)               0          0              0        0          0                          0      0.00
Sub-total (B)(1)            2054000       4355     2058355          3.51   2141596        4355     2145951         3.56        0.06
                                                                                                         Annual
                                                                                                         Report    201516       45
Category of                                No. of Shares held                            No. of Shares held                 % Change
Shareholders                         at the beginning of the year                       at the end of the year                during
                                 Demat     Physical        Total % of Total    Demat     Physical        Total % of Total    the year
                                                                     Shares                                       Shares
(2) Non-Institutions
a. Bodies Corp.                                                                                                      0.00
i) Indian                      8466747        13096    8479843        14.44   7129472       13092     7142564       11.86       -2.58
ii) Overseas                    191812            0     191812         0.33    191812                  191812        0.32       -0.01
b. Individuals
i) Individual shareholders     8516205      450747     8966952        15.27   9122841     456565      9579406       15.91        0.64
holding nominal share
capital upto H2 lakh
ii) Individual shareholders    6033879        17238    6051117        10.31   6732397           0     6732397       11.18        0.87
holding nominal share
capital in excess of H5
lakh
c. NBFC registered with               0           0              0     0.00     1250            0        1250        0.00
RBI
d. Others (specify)                                                                                           0      0.00
(i) Non Resident Indian         881065           89     881154         1.50        0            0             0      0.00       -1.50
(ii) Trust                           65          65             65     0.00        0            0             0      0.00        0.00
(iii) NRI                             0           0             0        0    835818           88      835906        1.39
(iv) Trust                            0           0             0        0        12            0           12       0.00
Sub-total (B)(2)              24089773      481170 24570943          41.85 24013602       469745 24483347          40.66        -1.19
Total Public                  26143773      485525 26629298          45.35 26155198       474100 26629298          44.22        -1.13
Shareholding (B) = (B)(1)
+ (B)(2)
C. Shares held by                     0           0             0      0.00        0            0             0      0.00        0.00
Custodian for GDRs &
ADRs
Grand Total (A+B+C)           58229410 32571162 58714935             100.00 59740835 34059737 60214935            100.00        0.00
                                                                                                                                               FINANCIAL STATEMENTS
2     Deepa Goel                                 10370          0.02          0.00       10370           0.02               0          0.00
3     Gaurav Goel                              3461379          5.90          0.00     4211379           6.99               0          1.10
4     Gautam Goel                              3492339          5.95          0.00     4242339           7.05               0          1.10
5     Vijay Kumar Goel                          425466          0.72          0.00      425466           0.71               0          -0.02
6     Vinita Goel                                25050          0.04          0.00       25050           0.04               0          0.00
7     Aparna Jalan                               46100          0.08          0.00       46100           0.08               0          0.00
8     Asha Kumari Swaroop                             4         0.00          0.00              4        0.00               0          0.00
9     Ritu Sanghi jointly with Ajay Sanghi        7500          0.01          0.00         7500          0.01               0          0.00
                                                                                                                                               MANAGEMENT REPORTS
10    Shefali Poddar                             31760          0.05          0.00       31760           0.05               0          0.00
11    Shudh Edible Products Limited            4549680          7.75          5.79     4549680           7.56             3.16         -0.19
12    Sonitron Limited                         4940716          8.41          3.19     4940716           8.21             3.11         -0.21
13    Ujjwal Rural Services Limited             125000          0.21          0.00      125000           0.21             0.00         -0.01
      ( Formerly Associated Metals
      Company Limited)
14    Goel Investments Limited                11255515         19.17          0.43    11255515          18.69             0.42         -0.48
15    Saraswati Properties Limited             3416758          5.82          0.00     3416758           5.67               0          -0.14
      Total                                  32085637         54.65           9.41 33585637             55.78             6.68         1.13
                                                                                                                                               CORPORATE OVERVIEW
iii. Change in Promoters’ Shareholding ( please specify, if there is no change)			
Sl.                                                           Shareholding at the                       Cumulative Shareholding
No.                                                          beginning of the year                           during the year
                                                          No. of Shares % of total shares of           No. of Shares % of total shares of
                                                                               the company                                   the company
1     At the beginning of the year                            32085637                  54.65              32085637                   54.65
2     Allotment on Preferential basis                          1500000                   1.13               1500000                    1.13
3     At the End of the year                                  33585637                  55.78              33585637                   55.78
                                                                                                                 Annual
                                                                                                                 Report    201516       47
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):	
Sl.        For Each of the Top 10 Shareholders                    Shareholding at        % of total shares        Cumulative Shareholding
No.                                                               the beginning of       of the company                during the year
                                                                          the year                               No. of Shares       % of total shares
                                                                                                                                     of the company
1          ICICI Bank Limited                                             1455249                    2.48            1435462                     2.38
2          BMF Investments Limited                                        1588627                    2.71             799627                     1.33
3          Ojas Consulting Pvt. Ltd.                                             -                       -            700858                     1.16
4          Koushik Sekhar                                                        -                       -            600000                     1.00
5          Mitesh N Mehta                                                        -                       -            500000                     0.83
6          S. Shyam                                                        107827                    0.18             436000                     0.72
7          Shri Parasram Holdings Pvt. Ltd.                                 39014                    0.07             406440                     0.67
8          Punjab National Bank                                            400000                    0.68             400000                     0.66
9          Securities Holdings India Private Limited                             -                       -            400000                     0.66
10         BMA Wealth Creators Ltd                                               -                       -            348678                     0.58
                                                                                                                                        FINANCIAL STATEMENTS
5     Shri Ashwani K Gupta
      At the beginning of the year                                   13237                0.02           13237                0.02
      Date wise Increase / Decrease in Shareholding                      0                   0               0                   0
      during the year specifying the reasons for increase
      / decrease (e.g. allotment / transfer / bonus/ sweat
      equity etc):
      At the End of the year                                         13237                0.02           13237                0.02
6     Shri Mahesh Prasad Mehrotra
                                                                                                                                        MANAGEMENT REPORTS
      At the beginning of the year                                       0                   0              0                       0
      Date wise Increase / Decrease in Shareholding                      0                   0         115000                       0
      during the year specifying the reasons for increase /
      decrease (Acquisition of Shares):
      At the End of the year                                             0                   0         115000                 0.19
7     Shri Harish Saluja
      At the beginning of the year                                    3000                0.01            3000                0.01
      Date wise Increase / Decrease in Shareholding                      0                   0               0                   0
      during the year specifying the reasons for increase
                                                                                                                                        CORPORATE OVERVIEW
      / decrease (e.g. allotment / transfer / bonus/ sweat
      equity etc):
      At the End of the year                                          3000                0.01            3000                0.01
8     Shri Sandeep Kumar Sharma
      At the beginning of the year                                     755                0.00             755                0.00
      Date wise Increase / Decrease in Shareholding                      0                   0               0                   0
      during the year specifying the reasons for increase
      / decrease (e.g. allotment / transfer / bonus/ sweat
      equity etc):
      At the End of the year                                           755                0.00             755                0.00
9     Shri Arhant Jain
      At the beginning of the year                                    5031                0.01            5031                0.01
      Date wise Increase / Decrease in Share holding                     0                   0               0                   0
      during the year specifying the reasons for increase
      / decrease (e.g. allotment / transfer / bonus/ sweat
      equity etc):
      At the End of the year                                          5031                0.01            5031                0.01
                                                                                                       Annual
                                                                                                       Report      201516      49
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
                                                                                                                                        (H in Crores)
                                                                    Secured Loans          Unsecured Loans            Deposits                 Total
                                                                excluding deposits                                                    Indebtedness
Indebtedness at the beginning of the financial year
i)	        Principal Amount                                                 668.14                     31.16             19.96               719.25
ii)	 Interest due but not paid                                                    3.79                     -                  -                 3.79
iii)	 Interest accrued but not due                                                5.64                  0.24              1.90                  7.78
Total (i+ii+iii)                                                           677.57                      31.40             21.86               730.82
Change in Indebtedness during the financial year
•	         Addition Principal                                               175.00                      1.88             13.67               190.55
•	         Addition Interest                                                                                                                    9.28
•	         Reduction Principal                                             (162.51)                        -            (11.24)             (173.75)
•	         Reduction Interest                                                                                                                (11.57)
Net Change                                                                                                                                     14.50
Indebtedness at the end of the financial year
i)	        Principal Amount                                                 680.63                     33.04             22.38               736.05
ii)	 Interest due but not paid                                                    4.08                     -              1.27                  5.35
iii)	 Interest accrued but not due                                                3.62                  0.31                                    3.93
Total (i+ii+iii)                                                            688.33                     33.35             23.65               745.33
*The Company is paying remuneration to the Executive Directors as per Schedule V of Companies Act, 2013 (erstwhile Schedule XIII of
Companies Act, 1956).
                                                                                                                                                  FINANCIAL STATEMENTS
4.    Commission
      - as % of profit
      - others, specify...
5.    Others, please specify
      Total (A)                                                                                                   1582364             1582364
      Ceiling as per the Act*
                                                                                                                                                  MANAGEMENT REPORTS
	                                                                                                                              (Amount in H)
Sl.   Particulars of Remuneration                                                         Name of Directors                   Total Amount
No.                                                                  Shri A.K. Gupta        Shri Rahul Bedi    Shri Harish
                                                                                                                   Saluja
1.    Independent Directors
      •	   Fee for attending board committee meetings                            182650              68500        183950              435100
      •	   Commission                                                                 -                   -              -                    -
      •	   Others, please specify
                                                                                                                                                  CORPORATE OVERVIEW
      Total (1)                                                                  182650              68500        183950              435100
2.    Other Non-Executive Directors
      •	   Fee for attending board committee meetings                                 -                   -              -                    -
      •	   Commission
      •	   Others, please specify
      Total (1)
      Total (B) = (1 + 2)                                                        182650              68500        183950              435100
      Total Managerial Remuneration                                              182650              68500        183950              435100
Overall Ceiling as per the Act – The Company is paying only sitting fees to its Non- Executive and Independent Directors.
                                                                                                                 Annual
                                                                                                                 Report      201516      51
	                                                                                                                              (Amount in H)
Sl.        Particulars of Remuneration                                                    Name of Directors                   Total Amount
No.                                                                          Shri M. P.      Shri Priya Brat   Smt. Nandita
                                                                             Mehrotra                           Chaturvedi
1.         Independent Directors
           •	    Fee for attending board committee meetings                   228200                273850          125500          627550
           •	    Commission                                                           -                    -              -               -
           •	    Others, please specify
           Total (1)                                                          228200                273850          125500          627550
2.         Other Non-Executive Directors
           •	    Fee for attending board committee meetings                           -                    -              -               -
           •	    Commission
           •	    Others, please specify
           Total (1)
           Total (B) = (1 + 2)                                                228200                273850          125500          627550
           Total Managerial Remuneration                                      228200                273850          125500          627550
Overall Ceiling as per the Act – The Company is paying only sitting fees to its Non- Executive and Independent Directors.
                                                                                                                       FINANCIAL STATEMENTS
B. DIRECTORS
Penalty                                      --               --             --            --                     --
Punishment                                   --               --             --            --                     --
Compounding                                  --               --             --            --                     --
C. OTHER OFFICERS IN DEFAULT
Penalty                                      --               --             --            --                     --
Punishment                                   --               --             --            --                     --
Compounding                                  --               --             --            --                     --
                                                                                                                       MANAGEMENT REPORTS
                                                                                                                       CORPORATE OVERVIEW
                                                                                    Annual
                                                                                    Report      201516       53
Report on Corporate Governance
COMPANY’S PHILOSOPHY ON CORPORATE                                              BOARD OF DIRECTORS:
GOVERNANCE:                                                                    The Company’s Board of Directors comprises promoters, executives,
The Company possesses an ethical mindset about the values of                   non-executives, nominee(s) and Independent Directors. There are
good Corporate Governance, that involves support from diversified              12 Directors on the Board as on 31st March, 2016, of whom five are
categories of people and agencies. The following attributes are                whole-time Directors, including Chairman and Vice Chairman.
significant for good Corporate Governance:
                                                                               During the period from 1st April, 2015 to 31st March, 2016, five
a) 	 Transparency in policies and action.                                      Board meetings were held on:
b) 	 Independence to develop and maintain a healthy work culture.              1)	 27th May, 2015
c) 	 Accountability for performance.                                           2)	 8th August, 2015
d) 	 Responsibility towards the society and for its core values.               3)	 21st September, 2015
e)	 Growth for stakeholders.                                                   4)	 07th November, 2015
The Company makes an honest endeavour to uphold these                          5)	 09th February, 2016
attributes in all its operational aspects.
The attendance of each Director at Board meetings, the last Annual General Meeting and number of other directorships and chairmanships/
memberships of committees of each Director in various companies:
Name of Director(s)                          Category           No. of Board     Last AGM           No. of other directorships and committee
                                                                 meeting         attended                 memberships/chairmanships
                                                                 attended                            Other          Committee     Committee
                                                                                                 directorships     memberships   chairmanships
Shri V. K. Goel                              P,C & ED                 3            Yes                  4               None         None
Shri A. K. Goel                               P & VC                  4             No                  1                0           None
Shri Gaurav Goel                              P & MD                  5            Yes                 13                5             2
Shri Gautam Goel                              P & MD                  5             No                  6               None         None
Shri A. K. Gupta                             ID & NED                 3            Yes                 10                2             1
Shri Priya Brat                              ID & NED                 5            Yes                  4                5             3
Shri M. P. Mehrotra                          ID & NED                 5            Yes                 14                5             7
Shri Harish Saluja                           ID & NED                 5             No                  7                1           None
Shri Rahul Bedi                              ID & NED                 3             No               None               None         None
Shri Sandeep Kumar Sharma                      WTD                    5            Yes               None               None         None
Ms. Nandita Chaturvedi                       ID & NED                 5             No               None               None         None
Mr. Darshan Lal Mittal**                Nominee Director              1                -             None               None         None
Shri S.K Wadhwa*                        Nominee Director              0             No               None               None         None
*Ceased to be director w.e.f 07.11.2015 , since nomination by PNB withdrawn.
** Appointed as Nominee Director w.e.f 07.11.2015
                                                                                                                                                     FINANCIAL STATEMENTS
divisions.
                                                                          	    Committee/Executive position held in other Companies: - Nil
Board Support
                                                                          c)	 Mr. Sandeep Kumar Sharma, aged 58, is a whole time director
The Company Secretary attends the Board and Committee meetings
                                                                               of our Company. He has been associated with our Company
and advises the Board on compliances with applicable laws and
                                                                               since 1980 and has over three decades of experience in
governance.
                                                                               administration and operations of sugar mills, power generation
Brief resume of the Directors being reappointed, nature of their               plants and chemical plants.
expertise in specific functional areas and names of companies in
which they hold directorship and the membership of committees             AUDIT COMMITTEE:
                                                                                                                                                     MANAGEMENT REPORTS
of the Board are furnished here under:                                    The powers, role and terms of reference of the Audit Committee
                                                                          cover the areas as contemplated under Regulation 18 of SEBI (Listing
a)	 Mr. Gaurav Goel, Managing Director of the Company, aged
                                                                          Obligations and Disclosure Requirements) Regulation 2015 and
     43 years. He has been affiliated with our Company and has
                                                                          Section 177 of the Companies Act, 2013 and such other functions
     been serving on our Board since 1994. Mr. Goel is a Business
                                                                          as may be specifically delegated by the Board from time to time. The
     Management Graduate from American College of London,
                                                                          powers include investigating any activity within its terms of reference;
     United Kingdom. With over two decades of experience in the
                                                                          seeking information from any employee; obtaining outside legal or
     sugar industry, Mr. Goel is currently the Director of Indian Sugar
                                                                          other professional advice; and securing attendance of outsiders
                                                                                                                                                     CORPORATE OVERVIEW
     Exim Corporation Limited and the member of a committee
                                                                          with relevant expertise, if considered necessary. The role includes
     of Indian Sugar Mills Association and was the member of The
                                                                          oversight of Company’s financial reporting process and disclosure
     Associated Chambers of Commerce and Industry of India.
                                                                          of financial information to ensure that the financial statement is
     During the year 2006-2007, Mr. Goel was also the president of
                                                                          correct, sufficient and credible; recommending the appointment,
     the Entrepreneurs Organization, Delhi Chapter.
                                                                          re-appointment, if required, replacement or removal of statutory
	    Directorship in other companies: 1) Goel Investments Limited         auditors, fixation of audit fees and approval of payment for any
     2) Shudh Edible Products Ltd. 3) Mangalam Cement Limited 4)          other services, as permitted; reviewing the adequacy of internal
     Decon Mercantile Pvt. Ltd. 5) Francis Kleon & Co. ( Bombay )         audit function; discussing with internal auditors any significant
     Pvt Ltd. 6) Star Metal Refinery Pvt. Ltd. 7) YPO ( Delhi Chapter)    findings and follow-up thereon; reviewing with the management
     U/s 25 8) Dhampur International Pte. Ltd. ( Singapore), 9) YPO       annual and quarterly financial statements before submission to
     ( Delhi Chapter) U/S 25 , 10) Venus India Asset- Finance Private     the Board for approval; approval or any subsequent modification
     Limited, 11) Dhampur Global Pte Ltd. (Singapore), 12) Venus          of any transactions of the Company with related parties; review
     India Structured Finance (Offshore) Fund Limited , Tortola 13)       and monitor the auditors independence and performance and
     Venus India Structured Finance Master Fund Limited, Tortola          effectiveness of audit process; scrutiny of inter corporate loans and
     14) Indian Sugar Exim Corporation Limited                            investments, if any; evaluation of internal financial controls and risk
                                                                          management system; and reviewing the functioning of the Whistle
	    Committee/Executive position held in other Companies: - 3
                                                                          blower mechanism.
                                                                                                                   Annual
                                                                                                                   Report       201516      55
The constitution of the Audit Committee also meets with the              senior management in accordance with the criteria laid down, and
requirements under Section 177 of the Companies Act, 2013. The           recommend to the Board their appointment and removal.
members of the Audit Committee comprise three Independent
Non-Executive Directors and the Vice Chairman.                           Remuneration Policy
                                                                         The objective and broad framework of the Remuneration Policy
Details of the composition of the Audit Committee and the
                                                                         is to consider and determine the remuneration, based on the
attendance at the meetings held are as follows:
                                                                         fundamental principles of payment for performance, for potential,
 Sl. Name of Directors                                  Meetings         and for growth. The Remuneration Policy reflects on certain guiding
No.                                                     attended         principles of the Company such as aligning remuneration with
  1    Shri M. P. Mehrotra, Chairman                         4           the longer term interests of the Company and its shareholders,
  2    Shri Gaurav Goel                                      4           promoting a culture of meritocracy and creating a linkage to
  3    Shri A. K. Gupta                                      3           corporate and individual performance, and emphasising on line
  4    Shri Priya Brat                                       4           expertise and market competitiveness so as to attract the best
Shri Arhant Jain, Executive President (Finance)-cum Company talent. It also ensures the effective recognition of performance
Secretary acts as the Secretary to the Committee.                        and encourages a focus on achieving superior operational results.
                                                                         The Nomination and Remuneration Committee recommends the
During the period from 1st April, 2015 to 31st March, 2016, four         remuneration of Directors and Key Managerial Personnel, which
committee meetings were held on:                                         is approved by the Board of Directors, subject to the approval of
1)	 27th May, 2015                                                       shareholders, where necessary. The level and composition of
                                                                         remuneration shall be reasonable and sufficient to attract, retain
2)	 8th August, 2015
                                                                         and motivate the directors, key managerial personnel and other
3)	 07th November, 2015
                                                                         employees of the quality required to run the Company successfully.
4)	 09th February, 2016                                                  The relationship of remuneration to performance is clearly framed
The Committee, inter-alia, reviewed the financial statements             in order to meet appropriate performance benchmarks. The
including Auditors’ Reports for the year ended 31st March, 2016 and      remuneration to directors, key managerial personnel and senior
recommended its adoption, records of related party transactions,         management personnel should also involve a balance between
reports related to compliance of laws and risk management.               fixed and incentive pay reflecting short and long term performance
                                                                         objectives appropriate to the working of the Company.
NOMINATION AND REMUNERATION COMMITTEE
                                                                         Details of the composition of the Nomination and Remuneration
The powers, role and terms of reference of the Nomination and
                                                                         Committee and the attendance at the meetings held is as follows:
Remuneration Committee covers the areas as contemplated
under Regulation 19 of the Securities and Exchange Board of India         Sl. Name of Directors                                   Meetings
(Listing obligation and Disclosure requirements) Regulation 2015         No.                                                      attended
and Section 178 of the Companies Act, 2013, besides other terms            1   Shri M. P. Mehrotra, Chairman                         1
as may be referred by the Board of Directors. The role includes            2   Shri Harish Saluja                                    1
formulation of criteria for determining qualifications, positive           3   Shri A. K. Gupta                                      0
attributes and independence of a director and recommending to              4   Shri Priya Brat                                       1
the Board a policy, relating to the remuneration of the directors, key   Shri Arhant Jain, Executive President (Finance)-cum Company
managerial personnel and other employees; formulation of criteria        Secretary also acts as the Secretary to the Committee.
for evaluation of Independent Directors and the Board; devising
                                                                         During the period from 1st April, 2015 to 31st March, 2016, one
a policy on Board diversity; and identification of persons who
                                                                         committee meeting was held on:
are qualified to become directors and who may be appointed in
                                                                         27th May, 2015
Name of the                Salary      Benefits        Bonus    Commission     Sitting Fees    Service Contract/Notice Period/Severance Fees
Directors                     (J)           (J)           (J)           (J)              (J)
Shri V. K Goel           7500000       1327500              -      1400000                 -   Term valid till 31.01.2016 and Re-appointed up to
                                                                                               31.03.2018 , subject to approval of members in the
                                                                                               ensuing Annual General Meeting. No Notice period
                                                                                               and no severance fees.
Shri A.K Goel            7500000       1238843              -      1400000                 -   Term valid till 31.03.2015 and Re-appointed up to
                                                                                               31.03.2018 , subject to approval of members in the
                                                                                               ensuing Annual General Meeting. No Notice period
                                                                                               and no severance fees.
                                                                                                                                                        FINANCIAL STATEMENTS
Shri Gaurav Goel         7500000       1238843              -      1400000                 -   Term valid till 31.03.2015 and Re-appointed up to
                                                                                               31.03.2018 , subject to approval of members in the
                                                                                               ensuing Annual General Meeting. No Notice period
                                                                                               and no severance fees.
Shri Gautam Goel         7500000       1327500              -             -                -   Term valid till 31.01.2016 and Re-appointed up to
                                                                                               31.03.2018 , subject to approval of members in
                                                                                               the ensuing Annual General Meeting and Central
                                                                                               Government. No Notice period and no severance
                                                                                               fees.
Shri Sandeep Kumar       1470850        111514              -             -                -   Term of office valid till 22.06.2017. No Notice period
                                                                                                                                                        MANAGEMENT REPORTS
Sharma                                                                                         and no severance fees.
Shri A.K. Gupta                 -             -             -             -         182650     Appointed as Independent Director up 25.09.2019.
Shri M.P. Mehrotra              -             -             -             -         228200     Appointed as Independent Director up 25.09.2019.
Shri Harish Saluja              -             -             -             -         183950     Appointed as Independent Director up 25.09.2019.
Shri Rahul Bedi                 -             -             -             -          68500     Appointed as Independent Director up 25.09.2019.
Shri Priya Brat                 -             -             -             -         273850     Appointed as Independent Director up 25.09.2019.
Ms. Nandita                     -             -             -             -         125500     Appointed as additional Independent Director up to
Chaturvedi                                                                                     the conclusion of ensuing Annual General Meeting.
                                                                                                                                                        CORPORATE OVERVIEW
Performance Evaluation:                                                 such as level of engagement and contribution, independence of
Pursuant to the provisions of the Companies Act, 2013 and Clause 49     judgement, meeting risk management and competition challenges,
of the Listing Agreement, the Board has carried out the performance     compliance and due diligence, financial control, safeguarding the
evaluation of its own performance and of the Board Committees,          interest of the Company and its minority shareholders etc.
viz. Audit Committee, Nomination and Remuneration Committee,
                                                                        The performance evaluation of the Independent Directors was
CSR Committee and Stakeholders’ Relationship Committee as well
                                                                        carried out by the entire Board. The performance evaluation of the
as evaluation of performance of Directors individually. A structured
                                                                        Chairman and the Non-Independent Directors was carried out by
questionnaire was prepared after taking into consideration inputs
                                                                        the Independent Directors. The Nomination and Remuneration
received from the Directors, covering various aspects of the Board’s
                                                                        Committee also carried out evaluation of every director’s
functioning such as adequacy of the composition of the Board
                                                                        performance. The Directors expressed satisfaction with the
and its Committees, Board culture, execution and performance
                                                                        evaluation process.
of specific duties, obligations, corporate governance practices
and stakeholders’ interests, etc. A separate exercise was carried       Policy on Board diversity
out to evaluate the performance of individual Directors including       The Board of Directors shall have the optimum combination of
the Chairman of the Board, who were evaluated on parameters             Directors from different areas / fields like production, Management,
                                                                                                                      Annual
                                                                                                                      Report        201516         57
Quality Assurance, Finance, Sales and Marketing, Supply chain,           FAMILIARISATION PROGRAMME FOR DIRECTORS:
Research and Development, Human Resources etc or as may be               The Company has put in place a system to familarise the
considered appropriate.                                                  Independent Directors about the Company , its products, business
                                                                         and the on-going events relating to the Company.
STAKEHOLDER’S RELATIONSHIP COMMITTEE
The “Stakeholder’s Relationship Committee comprises Shri A. K.           The newly appointed director is explained his/her role, duties,
Gupta, Chairman; Shri Priya Brat; and Shri Harish Saluja.                function and responsibilities expected of him/her while acting as
                                                                         Director of the Company.
The Committee, inter-alia, reviews issue of duplicate certificates and
oversees and reviews all matters connected with the Company’s            The directors have been explained the compliance required
transfers of securities. It looks into redressal of shareholder’s/       from them under Companies Act, 2013 and as per SEBI (Listing
investors’ complaints related to transfer of shares, non-receipt of      Obligations and Disclosure Requirements) Regulations, 2015 .
balance sheet, non-receipt of declared dividends, among others.          The details of Familiarisation programme for Directors are available
It oversees the performance of the Company’s Registrar and Transfer      on the Company’s website www.dhampur.com.
Agent, and recommends measures for overall improvement in the
                                                                         SUBSIDIARY:
quality of investor services. Besides, it monitors implementation and
                                                                         The Company does not have any material subsidiary as defined
compliance of the Company’s Code of Conduct for Prohibition of
                                                                         under regulation 24 of SEBI (Listing Obligations and Disclosure
Insider Trading in pursuance of SEBI (Prohibition of Insider Trading)
                                                                         Requirements) Regulations, 2015. However Policy for Determining
Regulations, 2015. The Board has delegated the power of approving
                                                                         Material subsidiaries has been formulated and uploaded on the
transfer of securities to Shri Gaurav Goel, the Company’s Managing
                                                                         website of the Company i.e www.dhampur.com.
Director.
Besides the committee shall have such terms of reference, role,          Insider Trading Code:
responsibility and powers as specified in Section 178 of the             The SEBI (Prohibition of Insider Trading ) Regulations, 2015 which
Companies Act, 2013 and as specified in the Securities and Exchange      is effective from 15th May, 2015 is applicable to Promoters and
Board of India (Listing Obligation and Disclosure requirements)          Promoter’s Group , all Directors and such Designated Employees
Regulation, 2015, as amended from time to time.”                         who are expected to have access to unpublished price sensitive
                                                                         information relating to the Company. The Company Secretary is the
During the period from 1st April, 2015 to 31st March, 2016, four
                                                                         Compliance officer for monitoring adherence to the said regulations.
Committee meetings were held on:
                                                                         The Company has also formulated ‘The Code of Practices and
1)	        27th May, 2015
                                                                         Procedures for Fair Disclosure of Unpublished Price Sensitive
2)	 8th August, 2015
                                                                         Information (UPSI) in compliance with SEBI (Prohibition of Insider
3)	 07th November, 2015                                                  Trading) Regulations, 2015. This code is displayed on the Company’s
4)	 09th February, 2016                                                  website i.e www.dhampur.com.
                                                                                                                                                      FINANCIAL STATEMENTS
The committee’s responsibility is to assist the Board in discharging
                                                                                  Board is uploaded on the Company’s website at http://www.
its social responsibilities by way of formulating and monitoring
                                                                                  dhampur.com
implementation of the framework of Corporate Social Responsibility
policy as specified in Schedule VI of the Companies Act, 2013.              	     None of the transactions of the Company with related parties
                                                                                  was in conflict with the interest of the Company .
The Company formulated CSR policy, which is uploaded on the
website of the Company (weblink http://dhampur.com/Policies.                III.	 Details of non-compliance by the Company, penalties, strictures
aspx )                                                                            imposed on the Company by Stock Exchange or SEBI, or any
                                                                                  statutory authority, on any matter related to capital markets,
The CSR committee met once during the year on 8th August, 2015.
                                                                                                                                                      MANAGEMENT REPORTS
                                                                                  during the last three years: Nil
INDEPENDENT DIRECTORS MEETING                                               IV.	 Whistle Blower policy
During the year under review, The Independent Directors met on              	     The Company promotes ethical behaviour in all its business
09th February, 2016, interalia, to:                                               activities and has put in place a mechanism for reporting illegal
1.	    Review the performance of non-independent directors and the                or unethical behaviour. The Company has a Vigil mechanism
       Board as a whole;                                                          and Whistle blower policy under which the employees are free
                                                                                  to report violations of applicable laws and regulations and the
2.	 Review the performance of the Chairman of the Company,
                                                                                  Code of Conduct. The reportable matters are to be disclosed
                                                                                                                                                      CORPORATE OVERVIEW
       taking into account the views of executive directors and non-
                                                                                  to the whistle Blower Committee made for the purpose.
       executive directors;
                                                                                  Employees can also report to the Chairman of the Audit
3.	    Assess the quality, quantity and timeliness of flow of information         Committee. During the year under review, no employee was
       between the Company management and the Board that is                       denied access to the Audit Committee.
       necessary for the Board to effectively and reasonably perform
                                                                            V.	   The Company has followed the Accounting standards referred
       its duties.
                                                                                  to in section 133 of Companies Act, 2013 and other applicable
                                                                                  laws and regulations for the preparation of financial Statements.
DISCLOSURES AND AFFIRMATION
                                                                                  The Significant accounting policies applied have been set out
I.	    Compliance with Mandatory Requirements:
                                                                                  in the notes to the financial statements.
	      The Company is in compliance with all requirements under SEBI
       ( Listing Obligations and Disclosure Requirements) Regulations,      VI.	 The Company has laid down procedures for Risk Assessment
       2015                                                                       and Minimization, and the same are periodically reviewed by
                                                                                  the Board. The Company has adequate internal control systems
II.	   Related Party Transactions
                                                                                  to identify risk and ensuring their effective control.
	      All transactions entered into with related parties during the
       financial year were in the ordinary course of business and on        VII.	 The outstanding 1500000 warrants, each having conversion
       arm’s length basis and do not attract the provisions of Section            option to one Equity Share has been exercised by the warrants
                                                                                                                      Annual
                                                                                                                      Report       201516     59
           holders and as a result 1500000 Equity Shares were allotted    III.	 The Company’s financial results and official press releases are
           during the year.                                                     displayed on Company’s website (www.dhampur.com) within
                                                                                the time prescribed in this regard.
MEANS OF COMMUNICATION
                                                                          IV.	 The Company’s website also displays Presentations, if any made
I.	        The Company’s Quarterly Financial results in the proforma
                                                                                to the media, analysts, institutional investors, fund managers,
           prescribed by the Stock Exchanges pursuant to Regulation
                                                                                etc. from time to time.
           33 of SEBI (Listing Obligations and Disclosure Requirements)
           Regulations, 2015 are approved and taken on record by the      V.	 The quarterly results, shareholding patterns, periodical
           Board of Directors and submitted to the stock exchanges.             compliances and all other corporate communications to the
                                                                                Stock Exchanges viz. National stock Exchange of India Limited
II.	 The results are normally published in Business Standard/
                                                                                and BSE Limited are filed electronically to them through NEAPS
           Financial Express/Economic Times (in English) and Jan Satta/
                                                                                portal on NSE and BSE listing Centre with BSE.
           Amar Ujala/Veer Arjun (in Hindi).
GENERAL MEETINGS:
Details of Annual General Meetings are as follows:
i. Location and time, where last three AGMs were held.
                 Year                                Location                           Date                              Time
               2014-15                           Registered office              11th September, 2015                     2.00 p.m
                                               P.O. Dhampur (Bijnor)
               2013-14                           Registered office              26th September, 2014                     2.00 p.m
                                               P.O. Dhampur (Bijnor)
               2012-13                           Registered office              20th September, 2013                     2.00 p.m
                                               P.O. Dhampur (Bijnor)
ii. Whether special resolutions were passed in the previous               b.	 To create securities in favour of Lenders u/s 180(1)(a) of the
3 AGMs? : Yes                                                                   Companies Act, 2013.
Financial Year 2014-15 as under:
                                                                          c.	   Borrowing limits of the Company u/s 180(1)(c) of the Companies
a.	        Invitation and Acceptance of Fixed Deposits from the members
                                                                                Act, 2013.
           and public
                                                                          Financial Year 2012-13 as under :
b.	 Reappointment of Shri V. K. Goel , Chairman and Executive
                                                                          Reappointment of Shri V. K. Goel , Chairman of the Company.
           Director of the Company and to fix the remuneration.
                                                                          iii. Whether special resolutions were put through postal
c.	 Reappointment of Shri A. K. Goel Vice Chairman and Excutive           ballot last year? : No
           Director of the Company and to fix the remuneration.
                                                                          iv. Are votes proposed to be conducted through postal
d.	 Reappointment of Shri Gaurav Goel as Managing Director of             ballot this year? : No
           the Company and to fix the remuneration.
                                                                          GENERAL SHAREHOLDER INFORMATION
e.	 Reappointment of Shri Gautam Goel as Managing Director of             81st Annual General Meeting:
           the Company and to fix the remuneration.
                                                                          Date: 30th August, 2016
f.	        Borrowing powers of the Company.                               Time: 2 p.m
Financial Year 2013-14 as under :                                         Venue: Registered office at Dhampur, Dist.Bijnor (U.P.)
a.	        Invitation and Acceptance of Fixed Deposits from the Members
                                                                          Tentative financial calendar
           and Public
Period quarter ending 	      Proposed Board meeting dates              - The National Stock Exchange of India Limited (NSE)
30th June, 2016 	            End July, 2016                            The annual listing fees for the year 2016-17 have been duly paid to
30th September, 2016 	       End October, 2016                         all the above stock exchanges.
31st December, 2016 	        End January, 2017
                                                                       Stock exchanges 	              Stock code
31st March, 2017 	           End May, 2017
                                                                       - The Bombay Stock Exchange Limited (BSE) 	        500119
Date of Book Closure                                                   - The National Stock Exchange	                     Dhampursug
From Tuesday, 23rd August, 2016 to Tuesday, 30th August, 2016          of India Limited (NSE) 	
(both days inclusive)
                                                                       The equity shares available for dematerialization are as follows
                                                                                                                                                FINANCIAL STATEMENTS
Listing on stock exchanges                                             ISIN No.INE041A01016 with NSDL and CDSL.
Stock market data from 1st April, 2015 to 31st March, 2016
Months                                              National Stock Exchange                            Bombay Stock Exchange
                                                 High (J)              Low (J)                    High (J)                 Low (J)
March, 2016                                       97.20                 55.00                        97.40                   53.60
February, 2016                                    70.50                 46.80                        70.50                   48.00
January, 2016                                     79.75                 57.50                        79.70                   79.70
December, 2015                                    67.00                 56.50                        66.90                   56.40
                                                                                                                                                MANAGEMENT REPORTS
November, 2015                                    74.10                 53.10                        74.00                   53.30
October, 2015                                     64.30                 31.10                        64.10                   31.45
September, 2015                                   32.30                 27.30                        31.60                   27.40
August, 2015                                      36.20                 28.65                        36.00                   28.55
July, 2015                                        33.45                 29.00                        34.00                   29.00
June, 2015                                        32.90                 28.35                        33.45                   28.30
May, 2015                                         36.85                 31.05                        36.50                   33.05
April, 2015                                       41.00                 32.35                        40.90                   33.00
                                                                                                                                                CORPORATE OVERVIEW
Share price performance in comparison to broad based indices-BSE Sensex and NSE as on 31st March, 2015 and 31st
March 2016
FY 15-16                                                     BSE                                                   NSE
                                                  DSML                 Sensex                        DSML                   Sensex
01.04.2015                                        36.50               27011.31                       36.80                 8586.25
31.03.2016                                        93.05               25341.86                       93.05                 7738.40
                                                                                                               Annual
                                                                                                               Report      201516         61
Distribution of shareholding as on 31st March, 2016
 Sl.   Shareholding of normal value of H10               No. of share-        Per cent of total     Share amount (J)         Per cent of total
 No each                                                       holders           shareholders                                          equity
  1    1 to 5000                                                   36372                 90.996              35113500                      5.831
  2    5001 to 10000                                                1721                  4.306              13993590                      2.324
  3    10001 to 20000                                                761                  1.904              11844530                      1.967
  4    20001 to 30000                                                311                  0.778               8024270                      1.333
  5    30001 to 40000                                                150                  0.375               5458140                      0.906
  6    40001 to 50000                                                148                   0.37               7072790                      1.175
  7    50001 to 100000                                               221                  0.553              17317140                      2.876
  8    100001 to ABOVE                                               287                  0.718            503325390                   83.588
       TOTAL                                                       39971                   100             602149350                        100
CATEGORY                                                                                                    HOLDING                           %
  1    Promoter                                                                                               9212604                      15.30
  2    Associate Company                                                                                    14797273                       24.57
  3    Director and Relatives                                                                                   85364                       0.14
  4    Person Acting in Concert                                                                               9490396                      15.76
  5    Banks/FI                                                                                               2101989                       3.49
  6    FII                                                                                                       1447                       0.00
  7    Corporate Bodies                                                                                       7142564                      11.86
  8    Resident Indian Public                                                                               16309698                       27.08
  9    NRI/OCB/Foreign Nationals                                                                              1027718                       1.71
 10    Mutual Funds                                                                                              3515                       0.01
 11    Trust                                                                                                        12                      0.00
Grand Total                                                                                                 60214935                        100
DEMATERIALISATION OF SHARES                                                Directors and Senior Management personnel and the same has
Over 99.21 per cent of the outstanding shares have been                    been posted on the Company’s website.
dematerialized up to 31st March, 2016. Trading in equity shares
of the Company is permitted only in dematerialised form w.e.f
                                                                           DISCRETIONARY REQUIREMENTS
                                                                           The Board: The Company has an Executive Chairman.
October/November, 2000 as per notification issued by the Securities
and Exchange Board of India (SEBI).                                        Shareholders Rights: The quarterly/half-yearly results are published
                                                                           in the newspapers and hosted on the Company’s website www.
Outstanding GDRs/ADRs/Warrants or any convertible
                                                                           dhampur.com and are filed to the Stock Exchanges electronically
instruments , conversion date and likely impact on equity :
                                                                           through NEAPS portal on NSE and BSE listing Centre with BSE
The outstanding 1500000 warrants, each having conversion option
                                                                           Limited . The same are not sent to shareholders individually.
to one Equity Share has been exercised by the warrants holders and
as a result 1500000 Equity Shares were allotted during the year.           Audit Qualifications: The Company strives towards ensuring
                                                                           unqualified financial statements. There are no qualifications to the
CODE OF CONDUCT                                                            Auditor’s Report for the year under review.
The Company has adopted a code of conduct for its Board of
                                                                                                                                     FINANCIAL STATEMENTS
                                                             with stock exchanges, I, Arhant Jain, Executive President (Finance) &
Chemical units:                                              Company Secretary of Dhampur Sugar Mills Limited, declare that
Dhampur, Dist. Bijnor (U.P.)
                                                             all the Board Members and Senior Executives of the Company have
Asmoli , Dist. Sambhal (U.P)
                                                             affirmed their compliance with the Code of Conduct during the
Co-generation units:                                         year ended 31st March, 2016.
Dhampur, Dist. Bijnor (U.P.)
Asmoli, Dist. Moradabad (U.P.)
Mansurpur, Dist. Muzaffarnagar (U.P.)
                                                                                                                                     MANAGEMENT REPORTS
Rajpura, Dist. Budaun (U.P.)
Meerganj, Dist. Bareilly (U.P)
CORPORATE OVERVIEW
                                                                                                    Annual
                                                                                                    Report      201516       63
Certificate by CEO/CFO
for the period from 1st April, 2015 to 31st March, 2016
We Gaurav Goel, Managing Director and Arhant Jain, Executive President (Finance) & Company Secretary of Dhampur Sugar Mills Limited, to
the best of our knowledge and belief, certify that;
a) 	 We have reviewed the Balance Sheet, Profit and Loss Account, Cash Flow Statement and the Director’s report for the period from 1st
         April, 2016 to 31st March, 2016 and based upon our knowledge and information certify that :-
	        i. 	   These statements do not contain any materially untrue statement or omit any material fact or contain the statement that might be
                misleading,
	        ii. 	 These statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting
                Standards and other applicable laws and regulations.
b) 	 There are, to best of our knowledge and belief no transactions entered into by the company during the period, which are fraudulent,
         illegal or violative of the Companies Code of Conduct.
c) We accept the responsibility for establishing and maintaining internal control for financial reporting for the company and we have:
	        ii) 	 Disclosed to the auditors and Audit Committee of the Board, deficiencies in the design or operation of internal controls, if any of
                which we are aware, and
d) We have indicated to auditors and the Audit Committee of the Board that there have been:
i) no significant changes in internal control over the financial reporting during the period,
	        iii) 	 no instances of significant fraud of which we have become aware and the involvement therein, if any,of the management or an
                employee having a significant role in the company’s internal control system.
We have examined the compliance of conditions of Corporate Governance by Dhampur Sugar Mills Limited for the period ended 31st March,
                                                                                                                                                   FINANCIAL STATEMENTS
2016 as stipulated in Regulation 34(3) read with Schedule V part E of SEBI ( Listing Obligations and Disclosure Requirements ) Regulation 2015.
The compliance of conditions of Corporate Governance is the responsibility of the management, our examination was limited to procedures
and in implementations there of, adopted by the Company, for ensuring the compliance of the conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied
with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreements.
We state that in respect of Investor Grievance(s) received during the period ended 31st March, 2016, no such grievances are pending for
                                                                                                                                                   MANAGEMENT REPORTS
a period exceeding one month against the company as per the records maintained by company and presented to the Investor Grievance
Committee.
We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with
which the management has conducted the affairs of the company.
                                                                                                                                                   CORPORATE OVERVIEW
	                                                                                                                                Saket Sharma
Place: New Delhi	                                                                                                          Company Secretary
Dated:10.05.2016	                                                                                                                 C.P. No. 2565
                                                                                                                  Annual
                                                                                                                  Report      201516       65
Independent Auditors’ Report
To
The Members of
Dhampur Sugar Mills Ltd.
Report on the Consolidated Financial Statements                           provisions of the Act, the accounting and auditing standards and
We have audited the accompanying consolidated financial                   matters which are required to be included in the audit report under
statements of Dhampur Sugar Mills Limited (hereinafter referred to        the provisions of the Act and the Rules made there under.
as ‘the Holding Company’), its subsidiary (the Holding Company and
                                                                          We conducted our audit in accordance with the Standards on
its subsidiary together referred to as “the Group”), comprising the
                                                                          Auditing specified under sub section 10 of Section 143 of the Act.
consolidated Balance Sheet as at March 31, 2016, the consolidated
                                                                          Those Standards require that we comply with ethical requirements
Statement of Profit and Loss and consolidated Cash Flow Statement
                                                                          and plan and perform the audit to obtain reasonable assurance
for the year then ended, and a summary of significant accounting
                                                                          about whether the consolidated financial statements are free from
policies and other explanatory information (hereinafter referred to
                                                                          material misstatement.
as “the consolidated financial statements”).
                                                                          An audit involves performing procedures to obtain audit evidence
Management’s Responsibility for the Consolidated Financial                about the amounts and the disclosures in the consolidated
Statements                                                                financial statements. The procedures selected depend on the
The Holding Company’s Board of Directors is responsible for the           auditors’ judgment, including the assessment of the risks of
preparation of these consolidated financial statements in terms of        material misstatement of the consolidated financial statements,
the requirements of the Companies Act, 2013 (hereinafter referred         whether due to fraud or error. In making those risk assessments, the
to as “the Act”) that give a true and fair view of the consolidated       auditor considers internal financial control relevant to the Holding
financial position, consolidated financial performance and                Company’s preparation of the consolidated financial statements
consolidated cash flows of the Group in accordance with the               that give a true and fair view in order to design audit procedures
accounting principles generally accepted in India, including              that are appropriate in the circumstances, but not for the purpose
the Accounting Standards specified under Section 133 of the               of expressing an opinion on whether the Holding Company has an
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014             adequate internal financial controls system over financial reporting
(particularly Accounting Standard 21 - Consolidated Financial             and the operating effectiveness of such controls. An audit also
Statements). The respective Board of Directors of the companies           includes evaluating the appropriateness of the accounting policies
included in the Group are responsible for maintenance of adequate         used and the reasonableness of the accounting estimates made by
accounting records in accordance with the provisions of the Act for       the Holding Company’s Board of Directors, as well as evaluating the
safeguarding the assets of the Group for preventing and detecting         overall presentation of the consolidated financial statements.
frauds and other irregularities; the selection and application of
                                                                          We believe that the audit evidence obtained by us and the audit
appropriate accounting policies; making judgments and estimates
                                                                          evidence obtained by the other auditors in terms of their reports
that are reasonable and prudent; and the design, implementation
                                                                          referred to in the Other Matter paragraph below, is sufficient
and maintenance of adequate internal financial controls, that were
                                                                          and appropriate to provide a basis for our audit opinion on the
operating effectively for ensuring the accuracy and completeness of
                                                                          consolidated financial statements.
the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free   Opinion
from material misstatement, whether due to fraud or error which           In our opinion and to the best of our information and according
have been used for the purpose of preparation of the consolidated         to the explanations given to us and based on the consideration
financial statements by the Directors of the Holding Company, as          of reports of other auditors on separate financial statements and
aforesaid.                                                                on the other financial information of a subsidiary, the aforesaid
                                                                          consolidated financial statements give the information required by
Auditors’ Responsibility
                                                                          the Act in the manner so required and give a true and fair view in
Our responsibility is to express an opinion on these consolidated
                                                                          conformity with the accounting principles generally accepted in
financial statements based on our audit.
                                                                          India, of the state of affairs of the Group as at 31st March, 2016 and
While conducting the audit, we have taken into account the                its Profit and its Cash flows for the year ended on that date.
                                                                                                                                                     FINANCIAL STATEMENTS
                                                                                     31st March, 2016 from being appointed as a director in
information have been audited by other auditors whose reports                        terms of Section 164 (2) of the Act.
have been furnished to us by the Management and our opinion on
the consolidated financial statements, in so far as it relates to the       	   (f )	 With respect to the adequacy of the internal financial
amounts and disclosures included in respect of the subsidiary and                     controls over financial reporting of the Group and the
our report in terms of sub-sections (3) and (11) of Section 143 of the                operating effectiveness of such Controls, refer to our
Act, in so far as it relates to the aforesaid subsidiary, is based solely             separate report in Annexure – ‘A’
on the reports of the other auditors.                                       	   (g)	 With respect to the other matters to be included in
Our opinion on the consolidated financial statements, and our                        the Auditors’ Report in accordance with Rule 11 of the
                                                                                                                                                     MANAGEMENT REPORTS
report on Other Legal and Regulatory Requirements below, is not                      Companies (Audit and Auditors) Rules, 2014, in our opinion
modified in respect of this matter with respect to our reliance on the               and to the best of our information and according to the
work done and the reports of the other auditors                                      explanations given to us and based on the consideration
                                                                                     of the report of the other auditors on separate financial
Report on Other Legal and Regulatory Requirements                                    statements as also the other financial information of a
1.	 As required by Section143(3) of the Act, based on our audit and                  subsidiary, as noted in the ‘Other Matter’ paragraph:
    on the consideration of report of the other auditors on separate        		       i.	   The consolidated financial statements disclosed the
    financial statements and the other financial information of a                          impact of pending litigations on its financial position
    subsidiary, as noted in the ‘Other Matter’ paragraph, we report                        in its financial statements.
                                                                                                                                                     CORPORATE OVERVIEW
    that
                                                                            		       ii.	 The Holding Company and subsidiary company do
	    (a)	 We have sought and obtained all the information and                             not have any long-term contracts including derivative
          explanations which to the best of our knowledge and                             contracts for which there are any material foreseeable
          belief were necessary for the purposes of our audit of the                      losses.
          aforesaid consolidated financial statements.
                                                                            		       iii.	 As explained, there has been no amount required
	    (b)	 In our opinion, proper books of account as required by                           to be transferred to the Investor Education and
          law relating to preparation of the aforesaid consolidated                        Protection Fund by the Holding Company and its
          financial statements have been kept so far as it appears                         subsidiary company.
          from our examination of those books and the reports of
          the other auditors.
	    (c)	 The Consolidated Balance Sheet, the Consolidated                  	                                         For MITTAL GUPTA & CO.,
          Statement of Profit and Loss, and the Consolidated Cash           	                                             Chartered Accountants
          Flow Statement dealt with by this Report are in with the          	                                                       FRN 01874C
          relevant books of account maintained for the purpose of
          preparation of the consolidated financial statements.             	                                                    (B. L. GUPTA)
	    (d)	 In our opinion, the aforesaid consolidated financial              Place: New Delhi	                                            Partner
          statements comply with the Accounting Standards                   Date: 10th May, 2016	                       Membership No. 073794
                                                                                                                    Annual
                                                                                                                    Report      201516       67
Annexure - ‘A’ to the Independent Auditor’s Report
(The Annexure – ‘A’ referred to in our Independent Auditors’ Report to the members of the Company on the consolidated financial statements
for the year ended 31st March, 2016)
Report on the Internal Financial Control under clause (i) of sub-         to obtain reasonable assurance about whether adequate internal
section 3 of section 143 of the Companies Act, 2013 (“the Act”)           financial controls over financial reporting was established and
We have audited the internal financial control over financial reporting   maintained and if such controls operated effectively in all material
of Dhampur Sugar Mills Limited (“the Holding Company”) as of 31           respects.
March, 2016 in conjunction with our audit of the consolidated
                                                                          Our audit involves performing procedures to obtain audit evidence
financial statements of the company for the year ended on that
                                                                          about the adequacy of the internal financial controls system over
date.
                                                                          financial reporting and their operating effectiveness. Our audit
We have not audited the internal financial control over financial         of internal financial controls over financial reporting included
reporting of Subsidiary Company, which is a company not                   obtaining an understanding of internal financial controls over
incorporated in India, as of 31 March, 2016.                              financial reporting, assessing the risk that a material weakness exists,
                                                                          and testing and evaluating the design and operating effectiveness of
Management’s Responsibility for internal Financial Controls               internal control based on the assessed risk. The procedures selected
The Holding Company’s management is responsible for establishing          depend on the auditor’s judgment, including the assessment of the
and maintaining internal financial controls based on the internal         risks of material misstatement of the financial statements, whether
controls over financial reporting criteria established by the             due to fraud or error.
Company considering the essential components of internal controls
                                                                          We believe that the audit evidence, we have obtained, is sufficient
stated in the Guidance Note on Audit of Internal Financial Controls
                                                                          and appropriate to provide a basis for our audit opinion on the
over Financial Reporting issued by the Institute of Chartered
                                                                          Company’s internal financial control system over financial reporting.
Accountants of India (“ICAI”). These responsibilities include the
design, implementation and maintenance of adequate internal
                                                                          Meaning of Internal Financial Controls over Financial Reporting
financial controls that were operating effectively for ensuring the
                                                                          A company’s internal financial controls over financial reporting is a
orderly and efficient conduct of its business, including adherence
                                                                          process designed to provide reasonable assurance regarding the
to company’s polices, the safeguarding of its assets, the prevention
                                                                          reliability of financial reporting and the preparation of financial
and detection of frauds and errors, the accuracy and completeness
                                                                          statement for external purposes in accordance with generally
of the accounting records and the timely preparation of reliable
                                                                          accepted accounting principles. A company’s internal financial
financial information , as required under the Companies Act, 2013
                                                                          controls over financial reporting includes those policies and
(“the Act”).
                                                                          procedures that (1) pertain to the maintenance of records that , in
                                                                          reasonable detail, accurately and fairly reflect the transactions and
Auditor‘s Responsibility
                                                                          disposition of the assets of the company; (2) provide reasonable
Our responsibility is to express an opinion on the Company’s
                                                                          assurance that transaction are recorded as necessary to permit
internal financial control over financial reporting based on our
                                                                          preparation of financial statement in accordance with generally
audit. We conducted our audit in accordance with the Guidance
                                                                          accepted accounting principles, and that receipt and expenditures
Note on Audit of Internal Financial Control Over Financial Reporting
                                                                          of the company are being made only in accordance with
(the “Guidance Note”) and the Standards on Auditing, issued by ICAI
                                                                          authorizations of management and directors of the company; and
and deemed to be prescribed under section 143(10) of the Act to
                                                                          (3) provide reasonable assurance regarding prevention or timely
the extent applicable to an audit of internal financial controls, both
                                                                          detection of unauthorized acquisition , use ,or disposition of the
applicable to an audit of Internal Financial Controls and, both issued
                                                                          company’s assets that could have a material effect on the financial
by the ICAI. Those Standards and the Guidance Note require that we
                                                                          statement.
comply with ethical requirements and plan and perform the audit
                                                                                                                                                  FINANCIAL STATEMENTS
financial controls over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.                          	                                         For MITTAL GUPTA & CO.,
                                                                          	                                             Chartered Accountants
Opinion                                                                   	                                                       FRN 01874C
In our opinion, the Holding Company has, in all material respects, an
adequate internal financial control system over financial reporting       	                                                   (B. L. GUPTA)
and such internal financial control over financial reporting were         Place: New Delhi	                                           Partner
operating effectively as at 31 March 2016, based on the internal          Date: 10th May, 2016	                      Membership No. 073794
                                                                                                                                                  MANAGEMENT REPORTS
                                                                                                                                                  CORPORATE OVERVIEW
                                                                                                                 Annual
                                                                                                                 Report      201516       69
Consolidated Balance Sheet as at 31st March, 2016                                                                            (H in crores)
Particulars                                                         Note No.          As at 31.03.2016             As at 31.03.2015
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital                                                          3                75.30                       75.96
Reserves and surplus                                                   4               635.39                      346.51
Money received against Equity share warrants                          3B                 0.00        710.69          1.24         423.71
Non-current liabilities
Long-term borrowings                                                   5               546.34                      571.89
Other long-term liabilities                                            8                 0.99                        3.49
Long-term provisions                                                   6                20.82        568.15         20.65         596.03
Current liabilities
Short-term borrowings                                                  7               928.47                      893.98
Trade payables                                                         8               471.43                      675.30
Other current liabilities                                              8               504.12                      428.46
Short-term provisions                                                  9                12.64       1916.66         10.27        2008.01
Total                                                                                               3195.50                      3027.75
ASSETS
Non-current assets
Fixed assets
Tangible assets                                                       10             1495.71                      1253.93
Capital work-in-progress                                                                28.17                       17.74
Non-current investments                                               11                 0.80                        0.78
Deferred tax Assets (Net)                                             12                35.21                       45.10
Long-term loans and advances                                          13                19.93                       12.77
Other non-current assets                                              14                 0.19       1580.01          0.21        1330.53
Current assets
Inventories                                                           15             1261.30                      1252.26
Trade receivables                                                     16               251.22                      222.96
Cash and cash equivalents                                             17                25.80                       16.73
Short-term loans and advances                                         13                36.92                       39.51
Other current assets                                                  14                40.25       1615.49        165.76        1697.22
Total                                                                                               3195.50                      3027.75
Significant Accounting Policies
Notes on Financial Statements                                       1 to 39
For Mittal Gupta & Co. For and on behalf of the Board of Directors
                                                                                                                                                  FINANCIAL STATEMENTS
Employee benefits expense                                            22                               84.38                              76.19
Finance costs                                                        24                              158.65                             149.66
Depreciation and amortization expense                                                                 55.14                              55.23
Other expenses                                                       23                              202.37                             170.11
Total Expenses                                                                                     2236.54                          1849.40
Profit before exceptional and extraordinary items and tax                                             21.17                            (54.16)
Exceptional items -
- Remission of Cane Commission liability relating to earlier                                          10.22                               0.00
                                                                                                                                                  MANAGEMENT REPORTS
years (Net of taxes)
Profit before extraordinary items and tax                                                             31.39                             (54.16)
Extraordinary items                                                                                    0.00                               0.00
Profit/(loss) before tax                                                                              31.39                            (54.16)
Tax expense:
Current tax/Income tax adjustments                                                                     4.11                               1.60
Less: MAT credit entitlement                                                                          (4.11)                              0.00
Deferred tax assets/(liability) (Net)                                                                 (5.51)                             42.93
                                                                                                                                                  CORPORATE OVERVIEW
Profit/(loss)                                                                                         25.88                            (12.83)
Earning per equity share
(nominal value of share H10/- each)
Basic ( H per share)                                                                                   4.13                             (2.54 )
Diluted (H per share)                                                                                  4.13                             (2.48 )
Significant Accounting Policies
Notes on Financial Statements                                     1 to 39
This is the Profit and Loss statement referred to in our report of even date
For Mittal Gupta & Co. For and on behalf of the Board of Directors
                                                                                                                 Annual
                                                                                                                 Report       201516       71
Consolidated Cash Flow Statement for the year ended 31st March, 2016                                                              (H in crores)
Particulars                                                                          Year ended 31.03.2016          Year ended 31.03.2015
A.        Cash flow from operating activities:
          Net Profit/(Loss) before tax and exceptional items                                               21.17                        (54.16)
          Adjustment for:
          Depreciation                                                                    55.14                          55.23
          Loss/(Profit) on sale of fixed assets (Net)                                     (1.26)                           0.50
          Finance Cost                                                                   158.65                         149.66
          Provision for impairment of investment reversed                                 (3.24)                           0.00
          Interest and other investment income                                            (3.03)                         (1.55)
          Molasses storage fund                                                             0.16                           0.10
          Provision for doubtful debts & balance written off/(back)                       (2.37)       204.05              0.19         204.13
          Operating profit before working capital changes                                              225.22                           149.97
          Adjustments for:
          Trade and other receivables                                                     105.58                       (246.94)
          Inventories                                                                      (9.02)                       (27.92)
          Trade and other payables                                                      (153.63)       (57.07)            44.44        (230.42)
          Cash generated from operation                                                                168.15                            (80.45)
          Taxes refund/(paid)                                                                             0.06                            (0.26)
          Net cash from operating activities (A)                                                       168.21                           (80.71)
B.        Cash flow from investing activities :
          Purchases of fixed assets (Net)                                                               (48.50)                         (48.96)
          Purchases/Sale of investments (Net)                                                              3.54                            1.22
          Interest and other investment income                                                             3.25                            1.55
          Net cash used in investing activities (B)                                                    (41.71)                         (46.19)
C.        Cash flow from financing activities :
          Redemption of preference shares                                                                (2.16)                           (5.95)
          Money Received against Share Warrant/Equity share capital                                        3.71                             3.71
          Proceeds from borrowings (Net)                                                                  47.11                          273.34
          Change in deposit pledged against margin money/guarantee with bank                             (0.32)                             0.91
          Dividend including dividend distribution tax                                                     0.00                           (0.38)
          Finance Cost Paid                                                                            (165.74)                        (147.01)
          Net cash used in financing activities (C)                                                   (117.40)                          124.62
          Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C)                                     9.10                           (2.28)
          Opening Balance of Cash and Cash Equivalents*                                                    9.40                           11.73
          Closing balance of Cash and Cash Equivalents                                                    18.50                             9.45
*Excluding Cash and Cash Equivalents relating to a company ceased to a subsidiary during the year.
For Mittal Gupta & Co. For and on behalf of the Board of Directors
                                                                                                                                                   FINANCIAL STATEMENTS
         which are carried on revalued amounts.
		       All assets and liabilities have been classified as current and non-current as per Company’s normal Operating Cycle and other criteria
         set out in Schedule III to the Companies Act, 2013. The company has ascertained its operating cycle as 12 months for the purpose
         of current and non-current classification of assets and liabilities.
                                                                                                                                                   MANAGEMENT REPORTS
		       a)	 The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as
             that of the Company i.e. 31st March, 2016.
		       b)	 The financial statement of the Company and its subsidiary companies have been consolidated on a line-by-line basis by
             adding together the book values of like items of assets, liabilities, income and expenses, after eliminating the intra-group
             balances and intra-group transactions resulting in unrealized profits or losses.
		       c)	 The operating activities of Dhampur International Pte. Ltd. is being treated as integral foreign operations and accordingly the
             financial statements are translated as if the transactions of the foreign operation have been those of the Company itself.
		       d)	 As far as possible, the consolidated financial statements have been prepared using uniform accounting policies, like transaction
                                                                                                                                                   CORPORATE OVERVIEW
             and events in similar circumstances and are presented to the extent possible, in the same manner as the Company’s separate
             financial statements.
		       e)	 The excess of cost to the Company of its investments in the subsidiary company is recognized in the financial statement as
             goodwill and the excess of company’s portion of equity of the subsidiary over the cost of the investments therein is treated as
             capital reserve.
		       f )	 Minority interest in the net assets of consolidated subsidiary consists of the amount of equity attributable to the minority
              shareholders at the dates on which investments are made by the Company in the subsidiary company and further movements
              in their share in the equity, subsequent to the dates of investments as stated above If, the amount of losses applicable to the
              minority on consolidation exceeds the minority interest in the equity of the subsidiary, the excess, and any further losses
              applicable to the minority, are adjusted against the majority interest except to the extent that minority has a binding obligation
              to, and is able to, make good the losses. if the subsidiary subsequently reports profits, all such profits are allocated to the
              majority interest until the minority’s share of losses previously absorbed by the majority has been recovered.
		       g)	 The list of subsidiary company which is included in the consolidation and the groups’ holding therein are as under:
               Sl. Name of                             Country of                   Ownership in % either directly or through subsidiaries
               No. the Company                         Incorporation                        2015-2016                      2014-2015
                1.   Dhampur International Pte. Ltd. Singapore                                  100                           100
                                                                                                                  Annual
                                                                                                                  Report      201516       73
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
	 iii.	 Use of Estimates
		      The preparation of financial statements in conformity with Indian GAAP requires management of the company to make estimates
        and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities)and the reported
        income and expenses during the year.
		       The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future
         results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the
         periods in which the results are known / materialize.
	 vii.	Inventories
		     Raw material, process chemicals, stores, spares and packing material are carried at weighted average cost.
		       Finished goods, Goods in Process and Traded goods except by-products are carried at lower of cost and net realizable value. Cost of
                                                                                                                                                FINANCIAL STATEMENTS
	 ix.	 Employees Benefits
		Defined contribution plan:
		     Company’s contributions paid/payable during the year to provident fund and pension fund are recognized in the profit and loss
       account.
	 	      Defined benefit plan:
		       Company’s liabilities toward defined benefit plans are determined using the projected unit credit method which considers each
         period of service as giving rise to additional unit of benefit entitlement and measure each unit separately to build up the final
         obligation. Actuarial gain and losses are recognized immediately in the profit and loss account as income or expenses. Obligation
                                                                                                                                                MANAGEMENT REPORTS
         measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market
         yields at the balance sheet date or government bonds where the currency and terms of the Government are consistent with the
         currency and estimated of the defined benefit obligation.
		       Short term benefits are recognized as expense at the undiscounted amount in the Statement of the profit and loss account for the
         year in which the related service is rendered.
		       Compensation to employees who have opted for retirement under the “Voluntary Retirement scheme” is charged to the profit and
         loss account in the year of retirement.
x. Leases
                                                                                                                                                CORPORATE OVERVIEW
		   a)	 Leases rentals in respect of operating leases, if any, are expensed with reference to lease term, except for pertaining to the
         period up to the date of commissioning of the assets which are capitalized.
		       b)	 Income in respect of assets given on operating lease, if any, is recognized on accrual basis with reference to lease terms.
	 xi.	Investments
		    Investments are either classified current or long-term based on Management’s intention at the time of acquisition:-
		       Current investments are carried at lower of cost and net realizable value.
		       Long term investment is stated at cost. Provision for diminution in the value of long term investment is made only if such a decline
         is other than temporary.
		       Cost includes acquisition price and directly attributable acquisition charges such as brokerage, fee and duties.
                                                                                                                Annual
                                                                                                                Report      201516         75
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
		       Export benefits are accounted for in the year of exports based on eligibility and when there is no significant uncertainty in receiving
         the same.
                                                                                                                                                   FINANCIAL STATEMENTS
		       Diluted earnings per share are computed by dividing the net profit/(loss) after tax (Including the post-tax effect of extra ordinary
         items, if any), attributable to the equity shareholder, by the weighted average number of equity shares considered for deriving basic
         earnings per share and also the weighted average number of equity shares which could be issued on the conversion of all dilutive
         potential equity shares. Dilutive potential equity shares are determined as at the end of each period presented.
                                                                                                                                                   MANAGEMENT REPORTS
        been followed for segment reporting:
		       Segment revenue includes sales and other income directly identifiable with/allocable to the segment including inter segment
         transfers. Inter segment transfers are accounted for, based on the estimated market price in case of marketable product and cost
         plus markup basis in case of non-marketable product.
CORPORATE OVERVIEW
                                                                                                                  Annual
                                                                                                                  Report      201516       77
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
3 - Share capital                                                                                                            (H in crores)
Particulars                                                                      As at 31.03.2016               As at 31.03.2015
Authorized shares
11,38,26,000 equity shares of H10/- each                                                           113.83                          113.83
69,17,400 preference shares of H100/- each                                                          69.17                           69.17
Issued , subscribed and paid-up shares
Equity shares
6,02,14,935 (5,87,14,935) equity shares of H10/- each fully paid-up                60.21                          58.71
3,25,496 equity shares forfeited                                                      0.07                           0.07
Less : Calls in arrears                                                                 #           60.28                #          58.78
Preference shares
0 (4,13,940), 6% Cumulative Redeemable preference shares of H100/- each                              0.00                            1.38
fully paid-up {Amount pending for redemption - H Nil (H33.33) per share}
0 (4,69,013), 1% Cumulative Redeemable preference shares of H100/- each                              0.00                            0.78
fully paid-up {Amount pending for redemption - H Nil (H16.67) per share}
18,01,817, 8% Cumulative Redeemable preference shares of H100/- each                                15.02                           15.02
fully paid-up {Amount pending for redemption - H83.35 (H83.35) per share}
TOTAL                                                                                               75.30                           75.96
3. a - Reconciliation of shares outstanding at the beginning and at the end of the reporting period is set out below :
Particulars                                                                           31.03.2016                     31.03.2015
                                                                                No.          (H in crores)     No.           (H in crores)
Authorized shares
Equity shares
At the beginning of the period                                               113826000             113.83    113826000             113.83
Outstanding at the end of the period                                         113826000             113.83    113826000             113.83
Preference shares
At the beginning of the period                                                  6917400             69.17      6917400              69.17
Outstanding at the end of the period                                            6917400             69.17      6917400              69.17
Issued , subscribed and paid-up shares
Equity shares
At the beginning of the period                                                58714935              58.71     57214935              57.21
Issued during the period                                                        1500000              1.50      1500000               1.50
Outstanding at the end of the period                                          60214935              60.21     58714935              58.71
Preference shares
At the beginning of the period                                                  2684770             17.18      2684770              23.13
Issued during the period                                                                0            0.00                0           0.00
Redeemed during the period                                                       882953              2.16                0           5.95
Outstanding at the end of the period                                            1801817             15.02      2684770              17.18
                                                                                                                                                      FINANCIAL STATEMENTS
Saraswati Properties Limited                                                         3416758               5.67       3416758                  5.82
6% Cumulative Redeemable Preference shares of H100 each fully paid-up
IFCI Ltd.                                                                                     0            0.00         413940               100.00
1% Cumulative Redeemable Preference shares of H100 each fully paid-up
IFCI Ltd.                                                                                     0            0.00         469013               100.00
8% Cumulative Redeemable Preference shares of H100 each fully paid-up
JK Tyre & Industries Limited                                                         1801817             100.00       1801817                100.00
                                                                                                                                                      MANAGEMENT REPORTS
3.c - Calls unpaid of equity shares
Particulars                                                                                 31.03.2016                       31.03.2015
                                                                                      No.          Amt. (in H)         No.            Amt. (in H)
i) 	 Calls unpaid by directors and officers                                                  Nil            Nil               Nil               Nil
i) 	 Calls unpaid by others                                                              2185            10705            2185               10705
                                                                                                                                                      CORPORATE OVERVIEW
      approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the shareholders of equity shares are
      eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.
3.e	 33,08,960 Equity shares of H10 each and 18,01,817 8% Cumulative Redeemable Preference shares of H100 each were allotted during the
     year 2013-14 to the shareholders of J K Sugar Ltd pursuant to the scheme of amalgamation without payment being received in cash.
                                                                                                                   Annual
                                                                                                                   Report           201516      79
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
3 - Share capital (contd.)
3.h - The Board of directors recommended the following dividend :
Particulars                                                                                    31.03.2016                 31.03.2015
Proposed dividend per equity share of H10/- each                                                            HNIL                       HNIL
Proposed dividend per 6% Cumulative Redeemable Preference Share of H100/- each                              HNIL                       HNIL
Proposed dividend per 1% Cumulative Redeemable Preference Share of H100/- each                              HNIL                       HNIL
Proposed dividend per 8% Cumulative Redeemable Preference Share of H100/- each                              HNIL                       HNIL
3B.a	During the financial year, 15,00,000 Equity shares of H10/- each at a premium of H23/- per share has been allotted on conversion of
     15,00,000 equity share warrants.
                                                                                                                                                 FINANCIAL STATEMENTS
Rupee term loans from sugar development fund                                         18.24             25.37         44.07              25.83
                                                                                    534.08          147.27          533.85             135.10
Unsecured
Deposits 	- from related parties                                                       4.13             2.68           2.68              5.80
        	 - from public                                                                4.76             2.08           4.20              2.52
Buyers' credit from banks                                                              3.37            29.67         31.16               0.00
                                                                                     12.26             34.43         38.04               8.32
Total                                                                               546.34          181.70          571.89             143.42
                                                                                                                                                 MANAGEMENT REPORTS
5.a - Nature of security
(i) 	 Rupee term loan from bank under the Government sponsored subvention Scheme for Extending Financial Assistance to Sugar
      Undertakings (SEFASU), 2014 of H103.45 crores are secured by third parri passu charge on block of fixed assets of the company and
      personal guarantee of four directors.
(ii) 	 Rupee term loan from bank under the Government sponsored Scheme for Extending soft loan to sugar mills of H99.09 crores are secured
       by third parri passu charge on block of fixed assets of the company and personal guarantee of four directors.
(iii) Rupee term loans from Sugar Development Fund are secured by exclusive second charge on all movable and immovable assets
                                                                                                                                                 CORPORATE OVERVIEW
        excluding current assets of the company.
(iv) 	 All other term loans from financial institutions and banks are secured by first parri passu charge on all movable and immovable assets
       except book debts, stock-in-trade, raw materials, spare parts and other current assets.
                                                                                                                Annual
                                                                                                                Report        201516      81
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
5 - Long-term borrowings (contd.)
5.b - Maturity profile and Rate of interest of long term borrowings are as set out below :                                    (H in crores)
Particulars                              ROI (%) as on    F.Y. - 17-18     F.Y. - 18-19      F.Y. - 19-20      Beyond           Total
                                          31.03.2016                                                          F. Y. 19-20
Secured
Term Loans from banks                          12.70%            4.86             0.00               0.00            0.00            4.86
                                               12.50%            2.50             0.00               0.00            0.00            2.50
                                               12.45%           10.83            10.83              10.83           18.96           51.45
                                               12.35%           52.83            36.63              25.00            0.00          114.46
                                               12.25%           11.39            15.18              15.18           34.16           75.91
                                               12.20%            8.00             6.00               0.00            0.00           14.00
                                               12.00%            9.00             8.50               3.75            0.00           21.25
                                               11.35%           23.20            23.20              17.40            0.00           63.80
                                               10.00%            0.84             0.19               0.00            0.00            1.03
                                                2.85%            0.18             0.18               0.19            0.00            0.55
Term Loans from banks Soft loan                *2.25%           14.86            19.82              19.82           39.87           94.37
Term Loans from banks Soft loan                *1.75%            0.59             1.18               1.18            1.77            4.72
Term Loans from banks SEFASU                       Nil          36.51            30.43               0.00            0.00           66.94
 Sub-total                                                     175.59           152.14              93.35           94.76          515.84
Rupee term loans from sugar                     7.00%            3.60             2.23               0.67            0.00            6.50
development fund
                                                4.00%           11.74             0.00               0.00            0.00           11.74
 Sub-total                                                      15.34             2.23               0.67            0.00           18.24
Total secured                                                  190.93           154.37              94.02           94.76          534.08
Unsecured Deposits                        11% to 12%             8.89             0.00               0.00            0.00            8.89
Buyers Credit from Bank                        1.78%             2.97             0.40               0.00            0.00            3.37
Grand-total                                                    202.79           154.77              94.02           94.76          546.34
* Net of interest subvbention of 10% from Ministry for Consumer Affairs, Food and Public Distribution for one year from the date of
disbursement. After one year interest would be payable as per rate applicable to the company, which is 12.25% & 11.75% respectively as on
31st March 2016.						
                                                                                                                                                 FINANCIAL STATEMENTS
Trade payables (Refer Note No. - '35' of dues to micro and small enterprises)          0.00         471.43             0.00            675.30
Other Non-Current and Current liabilities
Current maturities of long term borrowings (Refer Note No. - '5')                      0.00         181.70             0.00            143.42
Interest accrued but not due on borrowings                                             0.99             2.94           3.49              4.29
Interest accrued and due on borrowings*                                                0.00             5.31           0.00              3.79
Unpaid dividend                                                                        0.00             0.26           0.00              0.26
Unpaid matured deposits and interest accured thereon                                   0.00             0.20           0.00              0.31
Advance from customers                                                                 0.00             1.52           0.00              1.17
                                                                                                                                                 MANAGEMENT REPORTS
Security deposits                                                                      0.00             4.42           0.00              4.11
Statutory dues payable                                                                 0.00            68.59           0.00             41.56
Other Liabilities                                                                      0.00         239.18             0.00            229.55
sub-total                                                                              0.99         504.12             3.49            428.46
Total                                                                                  0.99         975.55            3.49          1103.76
* Represents interest debited by banks on loans at the close of business hours as at 31st March 2016 which has been repaid by the company
on next working day.
                                                                                                                                                 CORPORATE OVERVIEW
“8.a” 	 Other liabilities represent amounts payable to the commercial banks in respect of agri loans facilitated by the company. The company
        has provided corporate guarantee in respect of such loans, including interest due thereon.
                                                                                                                Annual
                                                                                                                Report        201516      83
                              Notes on Consolidated Financial Statements for the year ended 31st March, 2016
 84
                              10 - Tangible assets                                                                                                                                                                   (H in crores)
                              Particulars               Land      Building     Plant &    Furniture &   Railway   Weighbridge Computers     Office    Electrical   Vehicles   Live Stock   Farm Asset        Total         Total
                                                                             Equipments    Fixtures     sidings                           Equipments Appliances                                &          (2015-2016) (2014-2015)
                                                                                                                                                                                           Equipment
                              Cost
                              As on 01-04-2015            87.22     171.53     1635.15         11.83       0.00         7.55      10.23        2.53        8.51       19.26        0.01            0.55     1954.37       1726.29
                              Addition on account of     259.39       0.00         0.00         0.00       0.00         0.00       0.00        0.00        0.00        0.00        0.00            0.00       259.39          0.00
                              revaluation
                              “10.a”	 The Company has revalued its land of as on 25.03.2016 at fair market value as valued by an independent certified valuer. The land at meerganj unit has also been revalued as on
                                      07.10.2013 at replacement value, valued by independent certified valuer Consequent to revaluation as at 25.03.16, the value of land is further increased by H259.39 Crores during
                                      the year and by H295.08 Crores as at 31st March, 2016.
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
11 - Non-current Investments                                                                                                   (H in crores)
Particulars                                                                         As at 31.03.2016             As at 31.03.2015
Trade Investments :-
Ramganga Sanyukta Sahkari Kheti Samiti Limited (Unquoted)
01 Equity share of H100/- each fully paid-up                                                              #                               #
Other Investments :-
In Other Companies :
Investment in Equity shares (fully paid-up unless otherwise stated)
VLS Finance Limited (Quoted)
263142 Equity shares of H10/- each                                                    0.44                         0.44
                                                                                                                                               FINANCIAL STATEMENTS
South Asian Enterprises Limited (Quoted) (**)
250000 Equity shares of H10/- each
(At cost less provision for diminution in value H0.25 crores (P.Y. H0.25 crores))        #              0.44            #              0.44
Investment in Mutual fund
Baroda Pioneer Income Fund - Dividend Reinvestment Plan (Quoted)
(Merged out from Baroda Pioneer PSU Bond Fund - Monthly Dividend Plan)
160174 (334356) Units of H10/- (H10/-) each                                                             0.36                           0.34
Total                                                                                                   0.80                           0.78
                                                                                                                                               MANAGEMENT REPORTS
                                                                                                                               (H in crores)
Disclosure of non-current investments                                               As at 31.03.2016             As at 31.03.2015
Aggregate amount of quoted investments                                                                  0.80                           0.78
Aggregate amount of unquoted investments                                                                0.00                           0.00
Total investments net of provision for diminution                                                       0.80                           0.78
Aggregate provision for diminution in value of investments (**)                                         0.25                           0.25
Aggregate market value of quoted investments                                                            1.17                           1.25
                                                                                                                                               CORPORATE OVERVIEW
12 - Deferred Tax Asset/(Liability) (Net)                                                                                      (H in crores)
Particulars                                                                         As at 31.03.2016             As at 31.03.2015
Deferred Tax Asset :
i) 	 On account of timing difference of expenses which are allowable                                   10.83                          12.77
     under Income Tax Laws in subsequent years
ii) 	 On account of carried forward losses and unabsorbed depreciation                             169.95                            148.82
                                                                                                   180.78                            161.59
Deferred Tax Liability :
i) 	 On account of differences in written down value of fixed assets                               145.57                            116.49
Net Deferred Tax Asset/ (Liability)                                                                    35.21                         45.10
                                                                                                               Annual
                                                                                                               Report       201516      85
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
13 - Long and short term loans and advances                                                                       (H in crores)
Particulars                                                             As at 31.03.2016                As at 31.03.2015
                                                                    Non-current    Current         Non-current     Current
(Unsecured considered good unless otherwise stated)
Capital advances                                                           5.64             0.00          2.12              0.00
Security deposits:-
	        - to related parties (Refer Note No. - '34' for details)          2.19             0.00          2.19              0.00
	        - to others                                                       0.82             0.26          1.29              0.31
Other loans and advances :
	        Advances to employees                                             0.00             0.46          0.00              0.53
	        Advances to suppliers/contractors/service providers               0.00            18.56          0.00             13.33
	Loans                                                                     0.00             1.69          0.00              0.56
	        Balances with revenue authorities                                 0.00             9.92          0.00             18.61
	        Income tax and wealth tax payments                                0.00             1.21          0.00              1.27
	        MAT credit entitlement                                           11.28             0.00          7.17              0.00
	        Payments of taxes under protest/appeal                            0.00             1.57          0.00              1.83
	        Prepaid expenses                                                  0.00             3.25          0.00              3.07
Total                                                                     19.93            36.92         12.77             39.51
Details of Loan:
Ujjwal Microfinance Finance Private Ltd.                                   0.00             0.00          0.00              0.56
15 - Inventories                                                                                                  (H in crores)
Particulars                                                             As at 31.03.2016                As at 31.03.2015
(Refer Note No. - '2' for Mode of Valuation)
Raw materials                                                                              17.92                           53.87
Goods-in-process                                                                           35.91                           30.73
Standing cane and other crops                                                               0.35                            0.28
Finished goods                                                                        1148.09                         1126.15
Traded goods                                                                               22.39                            5.02
Stores, Spare parts, P.P. bags, Chemicals etc.                                             36.64                           36.21
Total                                                                                1261.30                         1252.26
                                                                                                                                         FINANCIAL STATEMENTS
17 - Cash and cash equivalents                                                                                          (H in crores)
Particulars                                                                  As at 31.03.2016              As at 31.03.2015
Cash and cash equivalents
Balances with banks :
	   On Current accounts                                                        16.82                          7.40
	   On unpaid dividend account                                                  0.26            17.08         0.26               7.66
Cash on hand                                                                                     1.68                            2.05
                                                                                                                                         MANAGEMENT REPORTS
Other bank balances :
	   Deposits pledged against margiin money/guarantee                            2.59                          2.27
	   Deposits earmarked for Fixed Deposit                                        3.66                          3.57
	   Deposits earmarked for Molasses Storage Fund                                0.79             7.04         1.18               7.02
Total                                                                                           25.80                           16.73
                                                                                                                                         CORPORATE OVERVIEW
                                                                             stock                                              stock
Revenue from operations
Sale of Products
Finsihed goods
Sugar                                                                        971.73              0.00     1468.52             1036.74
Previous year                                                              (1020.88)             0.00    (1224.81)          (971.73)
Molasses                                                                       91.37             0.00         0.00              67.58
Previous year                                                                (64.61)             0.00       (9.83)             (91.37)
Chemicals                                                                      26.14             0.00      402.85               14.99
Previous year                                                                (26.20)             0.00     (305.38)             (26.14)
Farm produce                                                                    0.06             0.00         0.77               0.31
Previous year                                                                 (0.10)             0.00       (1.04)              (0.06)
Power                                                                           0.00             0.00      218.42                0.00
Previous year                                                                   0.00             0.00     (163.14)               0.00
Others                                                                         36.85             0.00         0.19              28.47
Previous year                                                                (28.56)             0.00       (0.97)             (36.85)
Sub-total finished goods                                                    1126.15              0.00     2090.75          1148.09
Previous year                                                              (1140.35)             0.00    (1705.17)        (1126.15)
                                                                                                        Annual
                                                                                                        Report       201516       87
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
18 - Revenue from operations/Purchases of stock-in-trade/Inventories (contd.)                              (H in crores)
Particulars                                                         Opening     Purchases         Sales        Closing
                                                                      stock                                      stock
Traded goods
Coal                                                                    0.00         42.85        43.71            0.00
Previous year                                                           0.00        (36.93)      (37.70)           0.00
Soyabean Oil                                                            0.00         38.20        37.91            0.00
Previous year                                                           0.00        (36.24)      (36.84)           0.00
Sugar                                                                   0.00         60.96        61.32            0.00
Previous year                                                           0.00          0.00         0.00            0.00
Other purchases                                                         5.02         95.07        81.44            4.42
Previous year                                                          (0.79)       (31.05)      (29.31)         (5.02)
Sub-total traded goods                                                  5.02       237.08       224.38             4.42
Previous year                                                          (0.79)     (104.22)     (103.85)          (5.02)
Stock-in-process :
Sugar                                                                  16.46                                     16.92
Previous year                                                         (26.82)                                   (16.46)
Molasses                                                                1.93                                       1.51
Previous year                                                          (2.01)                                    (1.93)
Chemicals                                                              12.34                                     17.48
Previous year                                                          (6.81)                                   (12.34)
Standing crops                                                          0.28                                       0.35
Previous year                                                          (0.33)                                    (0.28)
Sub-total Stock-in-process                                             31.01                                     36.26
Previous year                                                        (35.97)                                   (31.01)
Total (Gross) (A)                                                    1162.18       237.08      2315.13        1188.77
Previous year                                                      (1177.11)      (104.22)    (1809.02)      (1162.18)
                                                                                                                         FINANCIAL STATEMENTS
Income from REC (Net of expenses)                                                    14.59                       10.39
Dividend income                                                                       0.03                        0.03
Total                                                                                24.69                      17.85
                                                                                                                         MANAGEMENT REPORTS
Bagasse & other fuel consumed                                                        37.59                        2.48
Chemicals and others                                                                 47.76                       77.69
Total                                                                             1515.82                   1274.06
                                                                                                                         CORPORATE OVERVIEW
	      Finished goods                                                              1148.09                     1126.15
	Stock-in-process                                                                    36.26                       31.01
	      Traded goods                                                                  22.39                        5.02
                                                                                  1206.74                   1162.18
Inventories at the beginning of the year
	      Finished goods                                                              1126.15                     1140.35
	Stock-in-process                                                                    31.01                       35.97
	      Traded goods                                                                   5.02                        0.79
                                                                                  1162.18                   1177.11
Net excise duty on account of (Increase)/decrease in inventories                     27.66                        5.00
(Increase)/Decrease in inventories                                                 (16.90)                      19.93
                                                                                             Annual
                                                                                             Report   201516       89
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
22 - Employees benefits expense                                                                       (H in crores)
Particulars                                                     Year ended 31.03.2016     Year ended 31.03.2015
Salary, wages and bonus                                                           73.62                     64.83
Contribution to provident and other funds                                          6.21                       5.67
Workmen and staff welfare expenses                                                 1.79                       2.30
Gratuity                                                                           2.08                       2.63
Voluntary retirement compensation                                                  0.68                       0.76
Total                                                                             84.38                     76.19
25 - Details of pre-operative and trial run expenses included in Capital Work in Progress:
                                                                                                                                                 FINANCIAL STATEMENTS
                                                                                                                                (H in crores)
Particulars                                                                                         2015-2016               2014-2015
Opening Balance                                                                                                 1.12                  17.77
(a) 	 Raw Material Consumed                                                                                     4.99                    3.58
(b) 	 Consumption of Stores & other Manufacturing Expenses                                                      0.01                    0.06
(c) 	 Power & Fuel                                                                                              0.16                    0.16
(d) 	 Payments to and Provision for Employees                                                                   0.11                    0.09
(e) 	 Administrative and Other Expenses                                                                         0.00                    0.18
(f ) 	 Interest Finance and Loan Raising Expenses                                                               1.68                    6.98
                                                                                                                                                 MANAGEMENT REPORTS
	Total                                                                                                          8.07                  28.82
	Less:
(g) 	 Borrowing Cost Capitalised during the year                                                                0.54                    4.96
(h) 	 Pre-operative expenses capitalised during the year                                                        0.42                  18.34
(i) 	 Sale of Power                                                                                             0.00                    4.40
Balance Pre-Operative Expenses Pending for Allocation                                                           7.11                    1.12
26 The accounts have been prepared without accounting for any incentive entitlements under U.P. Sugar Incentive Promotion Policy,
                                                                                                                                                 CORPORATE OVERVIEW
     2004 as the scheme has been subsequently withdrawn by the State Government. The Company has filed writ petition before Hon’ble
     Allahabad High Court (Lucknow Bench) for enforcement of the scheme and settlement of incentive claims. As per the erstwhile incentive
     policy, the company is eligible for capital subsidy of H89.89 crores i.e. @10% of the investments made (already vetted H50.80 crores) and
     revenue subsidy for reimbursement of taxes and other charges aggregating to H60.50 crores upto 31st March, 2016 (including H2.70
     crores for the current year).
27	 During the year, the company earned net gain of H14.59 crores (net of expenses of H3.31 crores) on sale of 119348 numbers of Renewal
     Energy Certificates (RECs). These RECs were generated due to environmental concerns and allotted to the company as per Regulation on
     REC, notified by Central Electricity Regulatory Commission. The earning of these RECs are not an off shoot of business but an off shoot
     of environmental concerns and hence, the net gain from such sale has been held to be a capital receipt and not an income forming
     part of the operations of the company by the courts. The courts have further held that the net earning on the sale of these RECs does
     not fall within the definition of income under the Income Tax Act, 1961 and hence could not be taxed under the normal provisions of
     taxation as well as under the provisions of section 115JB of the Act. In view of these legal pronouncements, the net earnings on such
     sale amounting to H14.59 crores, credited to the profit and loss statement as other Income, has been concurrently added to the “Capital
     Reserve” by reduction from “Net Profit carried to the Surplus/Deficit” treating it as a capital receipt.
28	 During the year, U.P. Government has remitted part of cane commission payable for the sugar season 2012-13 amounting to H14.60
     Crores. The same has been shown as exceptional items (net of taxes) in the profit and loss account.
29	 In the opinion of the Board, current assets and loans and advances have realisable value in the ordinary course of business at least equal
     to the value at which they are stated in the balance sheet.
                                                                                                                Annual
                                                                                                                Report      201516       91
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
30 - Expenditure on Corporate Social Responibilities (CSR) Activities:
The various heads under which the CSR expenditure was incurred during the year is detailed as follows:                            (H in crores)
S. Relevant clause of                   Description of CSR Activities                                      2015-2016           2014-2015
No. Schedule VII to the
    Companies Act, 2013
a)        Clause (ii)                   Promoting education, including special education and                           0.36                0.05
                                        employment enhancing vocational training and livlihood
                                        enhancement projects
b)        Clause (vii)                  Promoting rural sports, nationally recognised sports,                          0.03                0.00
                                        paralympic sports and Olympic sports
Total                                                                                                                  0.39                0.05
31	 Employees Benefits :
	         The required disclosures of employees benefits as per Accounting Standard -15 are given hereunder :-
	 (i)	 In respect of Short Term Employee Benefits :
		     The Company has at present only the scheme of cumulative benefit of leave encashment payable at the end of each calender year
       and the same have been provided for on accrual basis.	
	         (ii)	 In respect of defined Benefit Scheme (Based on actuarial valuation) of Gratuity :
                                                                                                                                  (H in crores)
               Particulars                                                                                 2015-2016           2014-2015
              A) 	 Change in Obligation over the year ended 31.03.2016
              	       Present value of defined obligation as on 01.04.2015                                            22.45             21.58
              	       Current Service Cost                                                                             1.22                1.23
              	       Interest Cost                                                                                    1.78                1.81
              	       Actuarial Gains/Losses                                                                          (1.27)            (1.30)
              	       Benefits Paid                                                                                   (1.48)            (0.87)
              	       Present value of defined obligation as on 31.03.2016                                            22.70             22.45
              B) 	 Expenses recognised during the year ended 31.03.2016
              	       Current Service Cost                                                                             1.22                1.23
              	       Interest Cost                                                                                    1.78                1.81
              	       Actuarial Gains/Losses                                                                          (1.27)            (1.30)
              	       Current Service Cost & Actuarial losses in respect of seprated employees                         0.35                0.89
              	Total                                                                                                   2.08                2.63
              C) 	 Principal Actuarial Assumptions :
                  	   Mortality Table                                                                       IALM (2006-08)     IALM (2006-08)
                  	   Discount Rate (per Annum)                                                                      8.00%            (8.00%)
                  	   Rate of Escalation in Salary (per Annum)                                                       5.50%            (5.50%)
		The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and
              other relevant factors
	         (iii)	 Defined Contribution Plan :
              Provision for contribution to defined contribution plan recognised as expense during the period are as under :      (H in crores)
               Particulars                                                                                 2015-2016           2014-2015
              Employer's Contribution to Provident Fund :                                                              1.80                2.94
              Employer's Contribution to Pension Fund :                                                                3.02                2.73
                                                                                                                                               FINANCIAL STATEMENTS
           Interest Cost                                                                                     4.15                    3.81
           Employee Contribution                                                                             3.29                    2.99
           Actuarial (Gain)/loss                                                                             0.70                    0.80
           Benefits paid                                                                                     6.44                    4.87
           Closing defined benefit obligation at end of the year                                            54.91                   51.83
        B) Change in Plan Assets:
           Opening fair value of Plan Assets as at beginning of the year                                    52.98                   49.07
           Expected Return on Plan Assets                                                                     4.66                    4.29
           Contributions                                                                                      4.68                    4.50
           Benefits Paid                                                                                      6.44                    4.87
                                                                                                                                               MANAGEMENT REPORTS
           Actuarial Gain/(Loss) on plan Assets                                                             (0.24)                  (0.01)
           Closing fair value of plan assets as at end of the year                                          55.64                   52.98
        C) Reconciliation of present value of the obligation and fair value of the plan
           assets:
           Present Value of Funded obligation at end of the year                                            54.91                   51.83
           Fair Value of Plan assets atend of the year                                                      55.64                   52.98
           Deficit/(Surplus)                                                                                (0.73)                  (1.15)
           Net Asset not recognised in Balance Sheet                                                        (0.73)                  (1.15)
        D) Net Cost recognised in the profit and loss account:
                                                                                                                                               CORPORATE OVERVIEW
           Current Service Cost                                                                               1.39                    1.51
           Interest Cost                                                                                      4.15                    3.81
           Expected return on plan assets                                                                     4.66                    4.29
           Interest shortfall reversed                                                                        0.51                    0.48
           Total costs of defined benefit plans included in Note No 22 "Payments to and                       1.39                    1.51
           provisions for employees"
        E) Principal Actuarial Assumptions:
           (i) 	 Economic Assumptions
           	     (a) 	 Expected statutory interest rate                                                     8.80%                   8.75%
           	     (b) 	 Expected short fall in interest earnings on the fund                                 0.05%                   0.05%
                                                                                                              Annual
                                                                                                              Report      201516       93
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
32	 Segment Reporting:
The Company has identified three primary business segments viz.Sugar, Distillery and Co-generation. Segments have been identified and
reported taking into account the nature of the products, the differing risks and returns, the organisational structure and internal business
reporting system.
a)	 Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue
    and expenses which relate to enterprises as a whole and are not allocate to segment on reasonable basis have been disclosed as
    “Unallocable”.
b)	 Segment assets and segment liabilities represent assets and liabilities of respective segment. Investments, tax related assets/ liabilities
    and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocable”.
c)	 Since the company’s activities/operations are primarily within country and considering the nature of products. Its risk and returs are
    same as such there is only on geographial segment.
                                                                                                                                 (H in crores)
 Particulars                                                       Sugar        Chemicals         Co-gen          Others            Total
1. 	 Segment Revenue (Including Excise Duty)
	    a) 	 External Sales                                             1473.33           407.54          218.67          225.50         2325.04
		Previous year                                                    (1338.00)         (321.84)        (163.27)         (20.10)       (1843.21)
	    b) 	 Inter Segment Sales                                         341.32              5.48         260.21          157.28          764.29
		Previous year                                                     (273.94)            (4.84)       (217.14)        (125.46)        (621.38)
	    c) 	 Total Revenue                                              1814.65           413.02          478.88          382.78         3089.33
		Previous year                                                    (1611.94)         (326.68)        (380.41)        (145.56)       (2464.59)
2. 	 Segment Results
	    (Profit(+)/Loss(-) before tax and interest from each             (40.15)          64.66          188.77           (8.06)         205.22
     segment)
	    Previous year                                                   (-90.91)         (47.02)        (160.34)         (-5.79)        (110.66)
	    Less : Finance costs                                                                                                              158.65
	    Previous year                                                                                                                   (149.66)
	    Less/ Add :Other Unallocable Expense/Income
	    Net off Unallocable Income/Expenses                                                                                                15.18
	    Previous year                                                                                                                    (15.16)
	    Net Profit(+)/Loss(-) Before Tax                                                                                                   31.39
	    Previous year                                                                                                                   (-54.16)
	    Less: Tax expense (Net)                                                                                                           (5.51)
	    Previous year                                                                                                                    (41.33)
	    Net Profit after Tax (Before Adjustment of Mnority                                                                                 25.88
     Interest)
	    Previous year                                                                                                                   (-12.83)
	    Share of Profit/Loss to Minority                                                                                                    0.00
	    Previous year                                                                                                                       0.00
	    Net Profit after Tax (after adjustment of Minority                                                                                 25.88
     Interest)	
	    Previous year                                                                                                                   (-12.83)
                                                                                                                                                  FINANCIAL STATEMENTS
	 b) 	 Segment Liabilities                                               782.93             11.63         3.83        16.55            814.94
		Previous year                                                        (952.48)           (21.03)       (4.57)        (4.97)         (983.05)
		     Unallocable Corporate Liabilities                                                                                              1669.87
		Previous year                                                                                                                     (1620.99)
		Total Liabilities                                                                                                                   2484.81
		Previous year                                                                                                                     (2604.04)
	 c) 	 Capital Expenditure                                                21.96            22.13          5.20          0.68             49.97
		Previous year                                                         (15.72)            (2.75)      (19.24)        (3.74)           (41.45)
                                                                                                                                                  MANAGEMENT REPORTS
	 d) 	 Depreciation                                                       31.61              8.74        14.18          0.61              55.14
		Previous year                                                         (39.11)            (8.79)      (13.76)        (0.82)            (62.48)
                                                                                                                                                  CORPORATE OVERVIEW
Particulars                                                                           Year ended 31.03.2016      Year ended 31.03.2015
i) 	 Net Profit/ Loss(-) after Extra Ordinary Items & Provision for Taxes
     (Attributable to Equity Sharesholders)
	    (Used as numerator for calculating EPS)                                          H in crores       24.44    H in crores            (14.54)
ii) 	 Weighted average No.of Equity Shares outstanding during the period:
	    (Used as denominator for calculating E.P.S.)
	    - for Basic EPS                                                                         No.    59151734            No.        57223154
	    - for Diluted EPS                                                                       No.    59151734            No.        58723154
iii) 	 Earning per Share before and after Extra Ordinary Items
	    - Basic                                                                                   H         4.13             H              (2.54)
	    - Diluted                                                                                 H         4.13             H              (2.48)
	    (Equity Share of Face value of H10 each)
                                                                                                                 Annual
                                                                                                                 Report        201516      95
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
34 	 Related Party Disclosures:
A.	 List of Related Parties with whom transactions have taken place and relationships:
	   i) 	 Enterprises which have significant influence and also owned or significantly influenced by Key Management Personnel
		       1 	 Goel investments Limited
		       2 	 Ujjwal Rural Services Limited
		       3 	 Saraswati Properties Limited
		       4 	 Dhampur Global Pte. Limited
	 ii) 	 Enterprises owned or significantly influenced by Key Management Personnel or their relatives
		      1 	 Shudh Edible Products Limited
		      2 	 India Green Fuel Private Limited
B.	 Disclosure of transactions between the Company and Related Parties and the status of outstanding balances as on 31st March, 2016
                                                                                                                                     (H in crores)
Sl.No. Particulars                                                                                     2015-2016                 2014-2015
Transactions during year ended 31.03.2016
  1    Loans/advances given                                                                                         0.08                        2.02
       Dhampur Global Pte Ltd.                                                                                      0.08                        0.00
       Goel Investment Limited                                                                                      0.00                        0.39
       India Greenfuel Private Limited                                                                              0.00                        0.07
       Saraswati Properties Limited                                                                                 0.00                        0.86
       Shudh Edible Products Limited                                                                                0.00                        0.71
                                                                                                                        (H in crores)
Sl.No. Particulars                                                                           2015-2016              2014-2015
  2    Reciepts towards Loan /Advances given                                                             0.00                   2.02
       Goel Investment Limited                                                                           0.00                   0.39
       India Greenfuel Private Limited                                                                   0.00                   0.07
       Saraswati Properties Limited                                                                      0.00                   0.86
       Shudh Edible Products Limited                                                                     0.00                   0.71
  3    Loans taken                                                                                       1.51                   5.04
       Goel Investment Limited                                                                           0.50                   0.84
                                                                                                                                        FINANCIAL STATEMENTS
       India Greenfuel Private Limited                                                                   0.00                   0.06
       Saraswati Properties Limited                                                                      0.00                   2.87
       Shudh Edible Products Limited                                                                     0.00                   1.23
       Ujjwal Rural Services Limited                                                                     0.00                   0.04
       Mr. Gautam Goel                                                                                   0.26                   0.00
       Mr. Gaurav Goel                                                                                   0.75                   0.00
  4    Loans repaid                                                                                      1.84                   4.32
       Dhampur Global Pte Ltd.                                                                           0.08                   0.00
                                                                                                                                        MANAGEMENT REPORTS
       Goel Investment Limited                                                                           0.31                   0.47
       India Greenfuel Private Limited                                                                   0.01                   0.03
       Saraswati Properties Limited                                                                      0.27                   2.63
       Shudh Edible Products Limited                                                                     0.04                   1.19
       Ujjwal Rural Services Limited                                                                     0.12                   0.00
       Mr. Gautam Goel                                                                                   0.26                   0.00
       Mr. Gaurav Goel                                                                                   0.75                   0.00
  5    Unsecured Deposits Taken (Fixed Deposit)                                                          7.60                   3.42
                                                                                                                                        CORPORATE OVERVIEW
       Mrs. Deepa Goel                                                                                   0.13                   0.22
       Mr. Ashok Kumar Goel                                                                              0.31                   0.88
       Mrs Vinita Goel                                                                                   1.27                   1.11
       Mrs Priyanjali Goel                                                                               0.12                   0.54
       Mrs Bindu Vashist Goel                                                                            0.33                   0.07
       Mr. Arhant Jain                                                                                   0.17                   0.00
       Mrs. Brij Bala Jain                                                                               0.74                   0.00
       Mrs. Anita Jain                                                                                   0.40                   0.00
       Mr. Anubhav Jain                                                                                  0.16                   0.00
       Mr. Ashish Jain                                                                                   0.62                   0.00
       Mrs. Ankita Jain                                                                                  0.28                   0.00
       Mrs. Shruti Jain                                                                                  0.69                   0.00
       Arhant Jain (HUF)                                                                                 0.41                   0.00
       Ashish Jain (HUF)                                                                                 0.12                   0.00
       Anubhav Jain (HUF)                                                                                0.11                   0.00
       Arvind Jain (HUF)                                                                                 0.23                   0.00
       Mrs. Poonam Sharma                                                                                0.12                   0.00
       Ms. Sona Sharma                                                                                   0.06                   0.03
                                                                                                         Annual
                                                                                                         Report     201516       97
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
34 	 Related Party Disclosures: (contd.)
B.	 Disclosure of transactions between the Company and Related Parties and the status of outstanding balances as on 31st March, 2016
                                                                                                                        (H in crores)
Sl.No. Particulars                                                                           2015-2016              2014-2015
       Sandeep Kumar Sharma (HUF)                                                                        0.05                   0.04
       Mrs. Shakuntala Brat                                                                              0.12                   0.00
       V.K. Goel (HUF)                                                                                   0.26                   0.12
       A.K. Goel (HUF)                                                                                   0.30                   0.14
       Gaurav Goel (HUF)                                                                                 0.30                   0.14
       Gautam Goel (HUF)                                                                                 0.30                   0.14
  6    Unsecured Deposits Matured (Fixed Deposit)                                                        6.77                   2.58
       Mrs. Deepa Goel                                                                                   0.11                   0.21
       Mr. Ashok Kumar Goel                                                                              0.22                   0.66
       Mrs Vinita Goel                                                                                   1.06                   0.42
       Mrs Priyanjali Goel                                                                               0.09                   0.54
       Mrs Bindu Vashist Goel                                                                            0.26                   0.06
       Mr. Arhant Jain                                                                                   0.11                   0.00
       Mrs. Brij Bala Jain                                                                               0.68                   0.00
       Mrs. Anita Jain                                                                                   0.24                   0.00
       Mr. Anubhav Jain                                                                                  0.35                   0.00
       Mr. Ashish Jain                                                                                   0.87                   0.00
       Mrs. Ankita Jain                                                                                  0.23                   0.00
       Mrs. Shruti Jain                                                                                  0.75                   0.00
       Arhant Jain (HUF)                                                                                 0.33                   0.00
       Ashish Jain (HUF)                                                                                 0.08                   0.00
       Anubhav Jain (HUF)                                                                                0.07                   0.00
       Arvind Jain (HUF)                                                                                 0.18                   0.00
       Mrs. Poonam Sharma                                                                                0.06                   0.11
       Mr. Rahul Sharma                                                                                  0.01                   0.01
       Ms. Sona Sharma                                                                                   0.06                   0.02
       Sandeep Kumar Sharma (HUF)                                                                        0.04                   0.04
       Mrs. Shakuntala Brat                                                                              0.03                   0.00
       V.K. Goel (HUF)                                                                                   0.21                   0.12
       A.K. Goel (HUF)                                                                                   0.24                   0.14
       Gaurav Goel (HUF)                                                                                 0.25                   0.13
       Gautam Goel (HUF)                                                                                 0.24                   0.13
  7    Subscription of Equity Shares on conversion of Warrants                                           3.71                   3.71
       M/s Saraswati Properties Ltd.                                                                     0.00                   3.71
       Mr. Gaurav Goel                                                                                   1.86                   0.00
       Mr. Gautam Goel                                                                                   1.85                   0.00
  8    Rent paid                                                                                         3.60                   3.58
       Goel Investment Limited                                                                           0.12                   0.12
       Saraswati Properties Limited                                                                      1.48                   1.48
       Shudh Edible Products Limited                                                                     1.98                   1.98
       Ujjwal Rural Services Limited                                                                     0.02                   0.00
                                                                                                                                        FINANCIAL STATEMENTS
       Mr. Arvind Jain                                                                                   0.08                   0.07
  10   Directors Perquisits (As per Income Tax Act)                                                      0.51                   0.00
       Mr. Vijay Goel                                                                                    0.13                   0.00
       Mr. Ashok Kumar Goel                                                                              0.12                   0.00
       Mr. Gaurav Goel                                                                                   0.12                   0.00
       Mr. Gautam Goel                                                                                   0.13                   0.00
       Mr. Sandeep Kumar Sharma                                                                          0.01                   0.00
  11   Interest expense                                                                                  1.08                   0.81
                                                                                                                                        MANAGEMENT REPORTS
       Mrs. Deepa Goel                                                                                   0.04                   0.02
       Mr. Ashok Kumar Goel                                                                              0.13                   0.05
       Mrs Vinita Goel                                                                                   0.18                   0.08
       Mrs Priyanjali Goel                                                                               0.08                   0.05
       Mrs. Bindu Goel                                                                                   0.05                   0.04
       Mr. Arhant Jain                                                                                   0.01                   0.01
       Mrs. Brij Bala Jain                                                                               0.05                   0.05
       Mrs. Anita Jain                                                                                   0.04                   0.03
                                                                                                                                        CORPORATE OVERVIEW
       Mr. Anubhav Jain                                                                                  0.04                   0.02
       Mr. Ashish Jain                                                                                   0.07                   0.12
       Mrs. Ankita Jain                                                                                  0.03                   0.03
       Mrs. Shruti Jain                                                                                  0.07                   0.10
       Arhant Jain (HUF)                                                                                 0.04                   0.00
       Ashish Jain (HUF)                                                                                 0.01                   0.01
       Anubhav Jain (HUF)                                                                                0.01                   0.01
       Arvind Jain (HUF)                                                                                 0.02                   0.02
       Mr. Sandeep Kumar Sharma                                                                            #                       #
       Mrs. Poonam Sharma                                                                                0.01                   0.01
       Mr. Rahul Sharma                                                                                    #                       #
       Ms. Sona Sharma                                                                                   0.00                      #
       Sandeep Kumar Sharma (HUF)                                                                          #                       #
       Mrs. Shakuntala Brat                                                                                #                       #
       V.K. Goel (HUF)                                                                                   0.05                   0.03
       A.K. Goel (HUF)                                                                                   0.05                   0.04
       Gaurav Goel (HUF)                                                                                 0.05                   0.04
       Gautam Goel (HUF)                                                                                 0.05                   0.04
                                                                                                         Annual
                                                                                                         Report     201516       99
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
34 	 Related Party Disclosures: (contd.)
B.	 Disclosure of transactions between the Company and Related Parties and the status of outstanding balances as on 31st March, 2016
                                                                                                                        (H in crores)
Sl.No. Particulars                                                                           2015-2016              2014-2015
Amount due to/ from Related Parties:
  1    Deposits from Related Parties                                                                   10.11                    9.28
       Mrs. Deepa Goel                                                                                   0.35                   0.32
       Mr. Ashok Kumar Goel                                                                              1.18                   1.10
       Mrs Vinita Goel                                                                                   1.71                   1.49
       Mrs Priyanjali Goel                                                                               0.66                   0.64
       Mrs Bindu Vashist Goel                                                                            0.39                   0.33
       Mr. Arhant Jain                                                                                   0.13                   0.07
       Mrs. Brij Bala Jain                                                                               0.71                   0.65
       Mrs. Anita Jain                                                                                   0.40                   0.24
       Mr. Anubhav Jain                                                                                  0.17                   0.36
       Mr. Ashish Jain                                                                                   0.62                   0.87
       Mrs. Ankita Jain                                                                                  0.28                   0.23
       Mrs. Shruti Jain                                                                                  0.69                   0.75
       Arhant Jain (HUF)                                                                                 0.41                   0.33
       Ashish Jain (HUF)                                                                                 0.10                   0.07
       Anubhav Jain (HUF)                                                                                0.09                   0.05
       Arvind Jain (HUF)                                                                                 0.23                   0.18
       Mr. Sandeep Kumar Sharma                                                                          0.01                   0.00
       Mrs. Poonam Sharma                                                                                0.08                   0.03
       Mr. Rahul Sharma                                                                                    #                    0.00
       Ms. Sona Sharma                                                                                   0.03                   0.03
       Sandeep Kumar Sharma (HUF)                                                                        0.05                   0.04
       Mrs. Shakuntala Brat                                                                              0.12                   0.03
       V.K. Goel (HUF)                                                                                   0.38                   0.33
       A.K. Goel (HUF)                                                                                   0.44                   0.38
       Gaurav Goel (HUF)                                                                                 0.44                   0.38
       Gautam Goel (HUF)                                                                                 0.44                   0.38
  2    Unsecured Loans and Advances from related parties                                                 0.58                   0.84
       Goel Investment Limited                                                                           0.56                   0.38
       India Green Fuel Private Limited                                                                  0.02                   0.03
       Saraswati Properties Limited                                                                      0.00                   0.27
       Shudh Edible Products Limited                                                                     0.00                   0.04
       Ujjwal Rural Services Limited                                                                     0.00                   0.12
  3    Payables                                                                                          1.03                   0.29
       Saraswati Properties Limited                                                                      0.31                   0.00
       Shudh Edible Products Limited                                                                     0.01                   0.00
       Ujjwal Rural Services Limited                                                                     0.01                   0.00
       Mr. Ashok Kumar Goel                                                                              0.09                   0.01
                                                                                                                                   (H in crores)
Sl.No. Particulars                                                                                   2015-2016                  2014-2015
         Mr. Gaurav Goel                                                                                         0.18                       0.13
         Mr. Gautam Goel                                                                                         0.33                       0.14
         Mr. Vijay Kumar Goel                                                                                    0.10                       0.01
  4      Security Deposits                                                                                       2.19                       2.19
         Goel Investment Limited                                                                                 0.50                       0.50
         Saraswati Properties Limited                                                                            0.65                       0.65
                                                                                                                                                   FINANCIAL STATEMENTS
         Shudh Edible Products Limited                                                                           0.99                       0.99
         Ujjwal Rural Services Limited                                                                           0.05                       0.05
35	 Following are the relevant disclosures as required under the Micro, Small and Medium Enterprises Development
    Act, 2006:
(a)	 Sundry creditors include a sum aggregating H5.22 Crores (H2.83 Crores) due to micro and small enterprises is on account of principal only.
(b)	 The amount of interest paid by the company in terms of Section 16, alongwith the amount of payments made to the micro and small
     enterprise beyond the appointed date during the period - H Nil.
                                                                                                                                                   MANAGEMENT REPORTS
(c)	 The amount of interest due and payable for the period of delay in making payment which have been paid but beyond the appointed
     day during the period but without adding the interest specified under this Act. - H Nil.
(d)	 The amount of interest accrued and remaining unpaid - H Nil.
(e)	 The amount of further interest remaining due and payable even in succeeding years - H Nil.
The above mentioned outstandings are in normal course of business and the information regarding micro and small enterprises have been
determined to the extent such parties have been identified on the basis of information available with the Company.	
36 Details of loans and advances given; investment made; guarantee given and security provided as required to be disclosed as per
                                                                                                                                                   CORPORATE OVERVIEW
      provision of section 186(4) of Companies Act, 2013 have been disclosed under the respective heads.
37 	 Additional information on net assets and share of profits of the Company and its subsidiaries as considered in
     Consolidated Financial Statements:
                                                                                                                  Annual
                                                                                                                  Report        201516      101
Notes on Consolidated Financial Statements for the year ended 31st March, 2016
38 CONTINGENT LIABILITIES AND COMMITMENTS : NOT PROVIDED FOR IN RESPECT OF :
III	 Arrears of Cumulative Preference share dividend including Corporate dividend tax is amounting to H4.62 Crores (Including H1.44 Crore
     for the year).	
39 Previous year figures in bracket have been regrouped/restated wherever considered necessary.
For Mittal Gupta & Co. For and on behalf of the Board of Directors
                                                                                 Corporate Information
                                                                                        Board of Directors              Auditors
Forward-looking statement                                                                Shri V. K. Goel, Chairman      Statutory Auditors
Statements in this report that describe the                                         Shri A. K. Goel, Vice Chairman      Mittal Gupta & Company
Company’s objectives, projections, estimates,                                                                           Chartered Accountants, Kanpur
expectations or predictions of the future may be                             Shri Gaurav Goel, Managing Director
‘forward-looking statements’ within the meaning of                          Shri Gautam Goel, Managing Director
the applicable securities laws and regulations. The
                                                                                                                        Branch Auditors
Company cautions that such statements involve                   Shri Sandeep Kumar Sharma, Whole time Director          M/s S. S. Kothari Mehta & Company,
risks and uncertainty and that actual results could                                                                     Chartered Accountants, New Delhi
differ materially from those expressed or implied.
                                                                            Shri A. K. Gupta, Independent Director
Readers are requested caution while placing undue                        Shri M. P. Mehrotra, Independent Director      Internal Auditors
reliance on these statements as many factors could                                                                      M/s D. C. Chhajed & Associates,
cause differences in the assumptions and the actual                           Shri Priya Brat, Independent Director
results. Accordingly, this document is subject to                                                                       Chartered Accountants, New Delhi
                                                                          Shri Harish Saluja, Independent Director
the disclaimer and qualified in its entirety by the
assumptions, qualifications and risk factors referred                       Shri Rahul Bedi, Independent Director
                                                                                                                        Cost Auditors
to in the management discussion and analysis                                                                            Shri S. R. Kapur, Cost Auditors,
section part of the Dhampur Sugar Mills Limited                                        Smt. Nandita Chaturvedi,         Khatauli (Muzaffarnagar)
Annual Report, 2015-16.                                                                     Independent Director
                                                                                                                        Secretarial Auditors
                                                                               Shri D. L. Mittal, Nominee Director,
                                                                                           – Punjab National Bank       GSK & Associates, Company Secretaries, Kanpur
                                                                                                                        Bankers
Contents                                                                Executive President Finance &
                                                                                  Company Secretary
                                                                                                                        Punjab National Bank
                                                                                                                        Bank of Baroda
                                                                                                 Shri Arhant Jain       Central Bank of India
 02 Corporate identity
                                                                                                                        ICICI Bank Limited
 04 Dhampur’s progress report
                                                                 Registrar and Share Transfer Agent
                                                                                                                        IFCI Limited
                                                                               M/s Alankit Assignments Limited
 06 Manufacturing facilities                                                                                            Prathma Bank
                                                                   Alankit House, 4E/2 Jhandewalan Extension,
 14 Milestones                                                                               New Delhi – 110055         UP Co-operative & District Co-operative Banks
20 Performance highlights
66 Auditor’s report
                                                                                        15
                                              Dhampur Sugar Mills Limited | Annual Report 2015-16