New India Retailing & Investment Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

To The Members,

The Directors take pleasure in presenting their Seventy Eighth Report and the audited Statements of Account of the Company for the year ended 31st March, 2012.

2. Financial Results (Rs. In lacs) 2011-12 2010-11

Gross Sales 337.87 176.22

Commission Income 44.84 60.39

Other Income 144.01 526.72 64.31 300.92

Profit before Tax 147.69 35.90

To which is added/(deducted):

Balance brought] forward from the previous year 934.75 1503.21

Deferred Tax Asset/(Liability) for the year (22.81) 911.94 (13.04) 1490.17

Leaving a credit balance of 1059.63 1526.07

Out of this provisions have been made for:

Income Tax 12.25 2.50

Wealth Tax 0.10

MAT Credit Entitlement (12.24) 0.01 (2.50) 0.10

Surplus available for appropriation 1059.62 1525.97

Appropriations :

Proposed Dividend

On Equity Shares 7.26 7.26

On Preference Shares 40.00 71.23

Dividend Tax

On Equity Shares 1.18 1.18

On Preference Shares 6.49 11.55

Transfer to Capital Redemption Reserve 54.93 500.00 591.22

Balance carried to Balance Sheet 1004.69 934.75



Dividend

3. The Directors recommend the dividend on 5,00,000 8% Non Convertible Cumulative Redeemable Preference Shares of Rs. 100 from 1st April, 2011 till 31st March, 2012 and on 14,52,995 Equity Shares @ 5% i.e. 50 paise per Equity Share for the year ended 31st March, 2012.

Operations

4. A detailed analysis of the Company''s operations, future expectations and business environment has been given in the Management Discussion &

Analysis, which is attached to and made an integral part of this Report.

There has been no material change either in the operation of the Company or in its commitments affecting the financial position of the Company which have occurred between the end of the financial year under review and the date of this report.

Corporate Governance

5. Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis, the report on Corporate Governance, Declaration of Chairman on Code of Conduct and Practicing Company Secretaries'' Certificate on compliance of conditions of Corporate Governance are all attached and marked as Annexure "A", "B", "C" and "D", respectively and form integral parts of this Report.

Directors

6. Mr Ramesh Chandra Tapuriah and Mr Suresh Kumar Somani, Directors retire from the Board by rotation and are eligible for re-appointment.

7. The Board of Directors of the Company at its meeting held on 14th May, 2012 had accepted the resignation of Mr. Pradeep Kumar Singhi, a Director of the Company with effect from close of the said meeting.

8. Pursuant to the provision of Section 260 of the Companies Act, 1956 Mr Rajiv Singhi who was appointed as an Additional Director by the Board at its meeting held on 14th May, 2012 would hold the office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Mr Rajiv Singhi for the office of Director, liable to retire by rotation.

Directors'' Responsibility Statement

9. Pursuant to Section 217[2AA] of the Companies Act, 1956, the Directors state as follows:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

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

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

Auditors'' Report

10. The Auditors'' Report is self explanatory. However the Auditors have made an observation regarding MAT Credit entitlement of Rs. 72.26 lacs based on future profitability projections. The Company is reasonably certain of the generation of adequate profit in future years to claim the said entitlement.

Auditors

11. The Auditors, Messrs S V Ghatalia & Associates, Chartered Accountants, retire and are eligible for re-appointment.

Particulars of Employees

12. There was no employee in the Company who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo

13. Your Company is engaged in running a fashion retail store and investing in securities as and by way of core/strategic investment and commodities future transactions. As regards conservation of energy, there is not enough scope for such conservation except economical use of electricity at the only showroom of the Company at 85 Lansdowne Road, Kolkata where due to increased activity there is marginal increase in the electricity consumption from 89358 units to 92156 units. The Company has nothing to report as regards technology absorption as the Company has not purchased any technology or technical support from any entity. During the year under review the Company did not have any foreign exchange earning and outgoes

Acknowledgements

14. Your Directors wish to place on record their appreciation for the services rendered to the Company by its employees and shareholders. Your Directors also wish to express their sincere thanks to various fashion designers who are associated with the Company''s store in different capacities and bankers and other lenders for their continued co-operation and assistance.

By Order of the Board Kolkata,

Chandra Shekhar Nopany

Dated, the 14,h May, 2012 Chairman

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Mar 31, 2009

The Directors take pleasure in presenting their Seventy-fifth Report and the audited Statements of Account of the Company for the year ended 31st March, 2009.

2. Financial Results
2008-09 2007 - 08

Gross Sales 74.78 23.67 Profit/(Loss) before Depreciation (64.92) 9.15 To which is added/(deducted): Profit & Loss Account Balance of Amalgamated Company - 1358.57 Balance brought forward from the previous year 1396.61 52.08

Deferred Tax (Charge) / Credit 0.20 1396.81 (0.85) 1409.80 Leaving a credit balance of 1331.89 1418.95

Out of this provisions have been made for: Depreciation 11.62 11.55 Wealth Tax 0.48 0.25 Fringe Benefit Tax (Including Rs.0.06 lakh for earlier year) 0.53 12.63 2.05 13.85 Surplus available for appropriation 1319.26 1405.10

Appropriations :

Proposed Dividend 7.26 7.26 Dividend Tax 1.23 1.23 Transfer to General Reserve - 8.49 - 8.49 Balance carried to Balance Sheet 1310.77 1396.61

Dividend

3. Your Directors recommend a dividend on Equity Shares @ Re. 0.50 per share for the year ended 31s1 March, 2009.

Operations

4. The retailing operations for the year under review has been satisfactory. With the support of galaxy of fashion and lifestyle customers "85 Lansdowne",

a designer store, has showcased Worldwide fashion exhibiting the products of international brands like Shanghai Tang & Valentino. It also provided a perfect blend of leading Indian designers products as well. Thus, this iconic fashion store has now become one of the few haute couture stores in eastern India to showcase the spectrum of contemporary Indian fashion.

5. The trading arm of the store has resulted in the increase in sales from Rs. 18.61 lacs during the year 2007-08 to Rs. 74.78 lacs during the year. under review. This in turn has resulted in lesser receipts towards commission income which has been brought down from Rs. 92.73 lacs during the year 2007-08 to Rs. 74.34 lacs during the year under review.

6. With the continued efforts in traaing the business of the store is expected to be better in the current financial year.

7. The Company continues to be engaged in investment in securities and trading of commodities.

8. There has been no material change either in the operation of the Company or in its commitments affecting the financial position of the Company which have occurred between the end of the financial year under review and the date of this report.

9. There has also been no change during the year under review in the nature of the business pursued by the Company.

Capital of the Company

10. The Members at the Extra-ordinary General Meeting of the Company held on 24th October, 2008 approved the increase of the Authorised Share Capital of the Company from Rs. 7,00,00,000 (Rupees seven crores), divided into 50,00,000 Ordinary Shares of Rs. 10 each and 2,00,000 Preference Shares of Rs. 100 each to Rs. 25,00,00,000 (Rupees twenty five crores) divided into 50,00,000 Ordinary Shares of Rs. 10 each and 20,00,000 Preference Shares of Rs. 100 each, by creation of additional 18,00,000 Preference Shares of Rs. 100 each.

11. The Members at the said Meeting had also approved the issue of such number of 8% Non- Convertible Cumulative Redeemable Preference Shares of Rs.100 each as would not exceed a number of 20,00,000 and to such investors as the Board or the Committees of the Board may decide and think proper.

12. Accordingly, the Company on 30th December, 2008 had issued and allotted 5,00,000 8% Non-Convertible Cumulative Redeemable Preference Shares of Rs.100 each amounting to Rs. 5,00,00,000 (Rupees five crores) which has been utilized in accordance with the terms of the issue.

Directors

13. Mr. C. S. Nopany and Mr. Suresh Somani, Directors retire from the Board by rotation and being eligible offer themselves for re-appointment.

14. The Board of Directors of the Company had at its meeting held on 12th May, 2009 appointed Mr K. K. Palit, a Director of the Company as the Wholetime Director of the Company with effect from the close of the said meeting at no remuneration.

Directors Responsibility Statement

15. Pursuant to Section 217 [2AA] of the Companies Act, 1956, the Directors state as follows :

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Auditors Report

16. The Auditors Report, being self explanatory, is not being dealt with separately.

Auditors

17. The Auditors, Messrs S. R. Batliboi & Co., Chartered Accountants, retire and are eligible for re-appointment.

Particulars of Employees

18. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo

19. Your Company is engaged in trading activities and investments in securities. As regards conservation of energy, there is not enough scope for such conservation except economical use of electricity at the only showroom of the Company at Lansdowne Road, Kolkata where the consumption of electricity in view of the increased activity of the store has marginally increased from 63,224 units as consumed in the preceeding financial year to 68,020 units during the year under review. The Company has nothing to report as regards technology absorption as the Company has not purchased any technology or technical support from any entity. During the year under review the Company did not have any foreign exchange earning and outgoes though in the immediately preceding financial year the Company had only the foreign exchange outgo of Rs 1.20 lakhs as against no foreign exchange earnings.

Acknowledgements

20. Your Directors wish to place on record their appreciation for the services rendered to the Company by its employees and shareholders. Your Directors also wish to express their sincere thanks to various fashion designers who are associated with the Companys store in different capacities and bankers and other lenders for their co- operation and assistance.

By Order of the Board Kolkata, C. S. Nopany Dated, the 12th May, 2009 Chairman

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Mar 31, 2008

The Directors take pleasure in presenting their Report and the audited Statements of Account of the Company for the year ended 31 st March, 2008.

2. Financial Results (Rs. In lakh)

2007-08 2006-07

Gross Sales 23.67 963.27 Profit (Loss) before Depreciation 9.15 55.34 To which is added/(deducted): Profit & Loss Account Balance of Amalgamated Company 1358.57 Balance brought forward from the previous year 52.08 88.25 Deferred Tax Asset / (Liability) for the year 0.85 1409.80 40.51 128.76 Leaving a credit balance of 1418.95 73.42 Out of this provisions have been made for: Depreciation 11.55 10.99 Wealth Tax 0.25 0.31 Fringe Benefit Tax 2.05 13.85 1.55 12.85 (Including Rs. 1.20 lakh for earlier years) Surplus available for appropriation 1405.10 60.57 Appropriations : Proposed Dividend 7.26 7.26 Dividend Tax 1.23 8.49 1.23 8.49 Balance carried to Balance Sheet 1396.61 52.08

Operations

3. The company is involved in the retailing business and has been operating two stores in Kolkata viz. "85 Lansdowne" and "Rose Bud".

4. "85 Lansdowne", a designer store, with collection of renowned fashion designers of India has been performing satisfactorily. Over the past two years of its operations "85 Lansdowne" has become one of the most popular fashion destinations of Kolkata. It has been the pioneer in introducing the designer shop-in-shop concept in the city and is fast becoming the Favourite Designer Shop in Kolkata. On the 1st anniversary of The Telegraph-t2 "85 Lansdowne" was voted as the Favourite Designers space.

5. Due to reduction in sales and resulting losses operations of the Companys shop - "Rose Bud" have been discontinued in the year under review. In view of the discontinuance of "Rose Bud" your Directors are exploring possibilities for a new venture. The Company is also involved in trading of commodities.

Dividend

6. Your Directors recommend a dividend on Equity Shares @ Re. 0.50 per share for the year ended 31st March, 2008.

Change of Name of the Company

7. After the demerger of the Sugar Division of the Company in 2004, the Company ceased to be engaged in manufacturing activities and is presently carrying on the business of trading in merchandise and investment in securities. In view of this, the earlier name of the Company "New India Sugar Mills Ltd." was not indicative of the present activities of the Company. The Members of the Company at the last Annual General Meeting had passed a resolution to change the name of the Company to "NEW INDIA RETAILING & INVESTMENT LIMITED" subject to the approval of the Central Government. Your Company has obtained the necessary approval from the Registrar of Companies, West Bengal in terms of the provisions of the Companies Act, 1956 and Fresh Certificate of Incorporation has been issued by the Office of the Registrar of Companies, West Bengal.

Amalgamation of Darbhanga Marketing Company Limited, a wholly owned Subsidiary of the Company

8. Your Company is currently engaged in the business of trading in merchandise and investment of securities and is in the process of restructuring its business. Darbhanga Marketing Company Ltd., a wholly owned subsidiary of the Company, was engaged in the business of investments and was a Non-Banking Financial Company. In view of the restructuring activities of your Company, your Directors were of the view that Darbhanga Marketing Company Ltd. be amalgamated with your Company which would have a positive economic impact on the operations of your Company.

9. In terms of the provisions of the Companies Act, 1956, Members of the Company approved the Scheme of Amalgamation between Darbhanga Marketing Company Ltd. with your Company and applications were made to the Honble High Court at Calcutta for sanctioning the aforementioned scheme. The Honble High Court at Calcutta has sanctioned the said Scheme of Amalgamation vide its Order dated 26th November, 2007. The certified copy of the Court Order has been duly filed with the Registrar of Companies, West Bengal as required under the Companies Act, 1956.

Directors

10. Shri M. S. Sharma, Director resigned from the Board during the year. The Board expressed its highest appreciation for the invaluable advices and services rendered by Shri Sharma during his tenure as Director in your Company.

11. Pursuant to the provision of Section 260 of the Companies Act, 1956, Shri V. P. Singh who was appointed as an Additional Director would hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Shri V. P. Singh for the office of Director, liable to retire by rotation.

12. Shri R. Tapuriah and Smt. Shalini Nopany, Directors, retire from the Board by rotation and are eligible for re-appointment.

Directors Responsibility Statement

13. Pursuant to Section 217 [2AA] of the Companies Act, 1956, the Directors state as follows:

i) That in the preparation of the annual accounts for the financial year ended March 31, 2008 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Auditors Report

14. The Auditors Report, being self explanatory, is not being dealt with separately.

Auditors

15. The Auditors, Messrs S. R. Batliboi & Co., Chartered Accountants, retire and are eligible for re- appointment.

Particulars of Employees

16. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo

17. Your Company is engaged in trading activities and investments in securities. As regards conservation of energy, there is no scope for such conservation. There is no information to furnish with regard to technology absorption as there is hardly any scope for furnishing such information in view of the Companys nature of business. During the year under review no foreign exchange was earned and foreign exchange used was Rs. 1.20 lakh.

Compliance Certificate

18. A copy of the Compliance Certificate from Messrs S.M. Gupta & Co., Company Secretaries, for the financial year ended 31st March, 2008 as required under Section 383A of the Companies Act, 1956 is attached and forms a part of this Report.

Acknowledgements

19. Your Directors wish to place on record their appreciation of the services rendered to the Company by its employees. Your Directors also wish to express their sincere thanks to the fashion designers and bankers for their co-operation and assistance.

For and on behalf of the Board

Kolkata, C. S. NOPANY Dated, the 12th June, 2008 Chairman

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Mar 31, 2007

Your Directors take pleasure in presenting their Report and the audited Statements of Account of the Company for the year ended 31st March, 2007.

2. Financial Results (Rs. In lakh) 2006-07 2005-06 Gross Sales 963.27 11.63 Profit (Loss) before Depreciation (55.34) 199.70 To which is added/deducted: Balance brought forward from the previous year 88.25 7.36 Deferred Tax Asset for the year 40.51 128.76 14.16 21.52

Leaving a credit balance of 73.42 221.22 Out of this provisions have been made for: Depreciation 10.99 3.31 Wealth Tax 0.31 0.24 Fringe Benefit Tax 1.55 12.85 0.73 4.28 Surplus available for appropriation 60.57 216.94 Appropriations : Proposed Dividend 7.26 25.16 Dividend Tax 1.23 3.53 Transfer to General Reserve - 8.49 100.00 128.69 Balance carried to Balance Sheet 52.08 88.25 Financial Performance

3. The Company is actively involved in the retailing business and operates out of two stores in Kolkata. "Rose Bud" deals in wide range of childrens materials, saris and design fabrics. "85 Lansdowne" is a designer store with collections of renowned fashion designers of India. The performance of both these stores has been satisfactory during the year.

The company is also involved in trading of commodities.

Dividend

4. Your Directors recommend a dividend on Equity Shares @ Re. 0.50 per share for the year ended 31st March, 2007.

Amalgamation of Darbhanga Marketing Company Limited, wholly-owned subsidiary of the Company with the Company.

5. Consequent upon demerger of the Company by transfer of its Sugar Division to Upper Ganges Sugar & Industries Ltd., the Company is presently engaged in the business of trading in merchandise and investments in securities. In view of the changed scenario it is imperative that the Companys business should be restructured. With a view to restructure the Companys activities, your Directors decided to amalgamate Darbhanga Marketing Company Id., wholly-owned subsidiary of the Company, with the Company with effect from 1st April, 2007, subject to statutory approvals. Darbhanga Marketing Company Ltd. is engaged in the business of investments and is a Non Banking Financial Company. This will enable the consolidation of the activities and operations of both the companies which will facilitate the management more economically and advantageously.

Change of Name of the Company

6. Your Company is presently carrying on trading of merchandise activities and investments in securities. The name of your Company is not indicative of its business. Your Directors have, therefore, decided to change the name of your Company to NEW INDIA RETAILING & INVESTMENT LIMITED, subject to approval of the Central Government and members of the Company.

Corporate Governance

7. A separate report on Corporate Governance is attached as a separate annexure and forms a part of this Report.

Directors

8. Shri C.S. Nopany and Shri P.K. Singhi retire from the Board by rotation and are eligible for re-appointment.

Pursuant to the provision of section 260 of the Companies Act, 1956, Shri K.K. Palit who was appointed as an Additional Director would hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Shri K.K. Palit for the office of Director, liable to retire by rotation.

Directors Responsibility Statement

9. Your Directors confirm that -

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

ii) such accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors

10. The Auditors, Messrs S. R. Batliboi & Co., Chartered Accountants, retire and are eligible for re- appointment.

Subsidiary Company

11. The audited Accounts of Darbhanga Marketing Company Ltd., a subsidiary of the Company, for the year ended 31st March, 2007 are attached as required by Section 212 of the Companies Act, 1956.

Consolidated Financial Statements

12. As required under the Listing Agreement with the Stock Exchange, Consolidated Financial Statements conforming to the Accounting Standard 21 issued by the Institute of Chartered Accountants of India are attached.

Particulars of Employees

13. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo

14. Your Company is engaged in trading activities and investments in securities. As regards conservation of energy, there is no scope for such conservation. There is no information to furnish with regard to technology absorption as there is hardly any scope for furnishing such information in view of the Companys nature of business. During the year under review no foreign exchange was earned or used by your Company.

Compliance Certificate

15. A copy of the Compliance Certificate from Messrs S.M. Gupta & Co., Company Secretaries, as required under Section 383A of the Companies Act, 1956 is attached and forms a part of this Report.

Acknowledgements

16. Your Directors wish to place on record their appreciation of the services rendered to the Company by its employees. Your Directors also wish to express their sincere thanks to the fashion designers and bankers for their co-operation and assistance.

For and on behalf of the Board

Kolkata, C. S. NOPANY Dated, the 8th May, 2007 Chairman

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTORS' REPORT

To The Shareholders,

Your Directors take pleasure in presenting their Report and the audited Statements of Account of the Company for the nine months' period ended 31st March, 2006.

2. Financial Results (Rs. in lakh)

2005-06 2004-05

Gross Sales 11.63 371.15

Profit (Loss) before Depreciation 199.70 (181.94)

To which is added/deducted:

Balance brought forward from the previous year 7.36 (104.26)

Excess provision for taxation written back - 0.04 Deferred Tax Asset for the year 14.16 89.52 Profit & Loss Account balance of Amalgamating Company - 11.88 Profit & Loss Account balance transferred under Scheme of Arrangement - 21.52 224.18 221.36

Leaving a credit balance of 221.22 39.42

Out of this provisions have been made for Depreciation 3.31 31.78

Wealth Tax 0.24 0.25 Fringe Benefit Tax 0.73 4.28 0.03 32.06

Surplus available for appropriation 216.94 7.36

Appropriations:

Proposed Dividend 25.16 - Dividend Tax 3.53 -

Transfer to General Reserve 100.00 128.69 - -

Balance carried to Balance Sheet 88.25 7.36

Financial Performance & Dividend:

3. After demerger of its Sugar Division, the Company has ceased to be engaged in the sugar manufacturing business. In order to make the accounting year of the Company consistent with the 'financial year' under the Income-tax Act, the accounting year of the Company has been changed from June ending to March ending and accordingly the current financial year of the Company has closed on 31st March, 2006. As such the above financial results are for a period of nine months.

4. The financial performance of the Company for the period under review reflects the trading operations of the Company and are for a period of nine months only whereas the financial results for the year 2004-05 included operations of sugar business for three months' period i.e. from 1st July, 2004 to 30th September, 2004 and as such are not comparable.

5. In view of losses in earlier years, the Company could not recommend and pay the dividend on its Cumulative Convertible Preference Shares (CCPS) for the years 30th June, 2001 to the date of conversion into Equity Shares. However, during the year under review, the Directors considered it proper to pay the arrear dividend on CCPS and have accordingly recommended dividend @9% per annum on the said shares for the period from 1st July, 2000 to 25th September, 2002 (on pro rata basis upto the date of conversion). The Directors have also recommended a dividend on Equity Shares @Rs.0.50 per share for the period. The total outflow on this account shall be Rs.28.69 lacs.

Business Reorganisation:

6. After demerger of the Sugar Division of the Company with Upper Ganges Sugar & Industries Ltd. from 1st October, 2004 and merger of Saran Trading Company Ltd., a wholly owned subsidiary of Upper Ganges Sugar & Industries Ltd. with the Company from 1st April, 2004 the Company ceased to be engaged in manufacturing activities and now is primarily engaged in the business of trading in various goods and products including dress materials, moorti, cassettes, photos and curio goods, etc., besides investments in shares and securities.

7. The Company is having two shops viz. Rose Bud at 22, Loudon Street, Kolkata, which deals in wide range of children's materials, sarees and well designed dress materials and the other shop at Shree Radha Krishna Mandir at 29, Ashutosh Chowdhury Avenue, Kolkata trades in religious books, moorti, photos, curio goods, etc.

8. During the current year the Company has set up a Fashion Design Store at 85, Lansdowne Road, Kolkata 700 026 under the name and style of '85 Lansdowne' which has commenced operations on the 23rd April, 2006. The Fashion Design Store will have collections of renowned fashion designers of India and abroad to cater to the needs of fashion conscious persons.

9. Due to increase in price of free sale sugar trading in sugar has become a profitable venture. Further for proper utilisation of the resources of the Company the Directors considered it proper to start the business of trading in sugar. During the year under review the Company purchased 4.83 thousand tonnes of sugar.

Corporate Governance:

10. A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms a part of this Report.

Directors:

11. Smt. Shalini Nopany and Shri Suresh Somani, who were appointed as additional Directors, retire at the Annual General Meeting and are eligible for re-appointment.

12. Shri M.S. Sharma retires from the Board by rotation and is eligible for re-election.

Directors' Responsibility Statement:

13. Your Directors confirm that:

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

ii) such accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a 'going concern' basis.

Auditors:

14. The Notes on Accounts appearing in Schedule 20 and referred to in the Auditors' Report are self explanatory and therefore, do not call for any further comments and explanations.

15. The Auditors, Messrs S. R. Batliboi & Co., Chartered Accountants, retire and are eligible for re-appointment.

Subsidiary Company:

16. The audited Accounts of Darbhanga Marketing Company Ltd., a subsidiary of the Company, for the year ended 31st March, 2006 are attached as required by Section 212 of the Companies Act, 1956.

Statutory Requirements:

17. A copy of the Compliance Certificate from Messrs S.M. Gupta & Co., Company Secretaries, as required under Section 383A of the Companies; Act, 1956 is attached and forms a pari of this Report.

18. As required under the Listing Agreement with the Stock Exchange, Consolidated Financial Statements conforming to the Accounting Standard 21 issued by the Institute of Chartered Accountants of India are attached.

19. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

20. As the Company has no manufacturing activity, provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy, technology absorption, etc. are not applicable. During the year no foreign exchange was earned or used by the Company.

Acknowledgements:

21. Your Directors place on record their appreciation of the valuable contribution made by the employees at all levels.

For and on behalf of the Board

Kolkata C. S. NOPANY Dated, the 16th May, 2006 Chairman

COMPLIANCE CERTIFICATE

To The Members

We have examined the registers, records, books and papers of New India Sugar Mills Limited (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the Rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the 9 months' period ended on 31st March, 2006 (from 01.07.2005 to 31.03.2006). In our opinion and to the best of our knowledge, belief and information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid period

1. The Company has kept and maintained registers as stated in Annexure A to this certificate, as per the provisions of the Act and the Rules made thereunder and entries therein have been recorded.

2. The Company has filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Central Government and other authorities within the time prescribed under the Act and the Rules made thereunder.

3. The Company being a public limited company, Clause No.3 is not applicable.

4. The Board of Directors met 4 times on 16.08.2005, 27.10.2005, 19.01.2006 and 20.02.2006 in respect of which meetings proceedings were recorded and signed including the circular resolution(s) passed in the Minutes Book maintained for the purpose.

The Company closed its Register of Members from 21.03.2006 to 27.03.2006 (both days inclusive) and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 30.06.2005 was held on 27.03.2006 after obtaining Extension of Time under proviso to subsection (1) of Section 166 of the Companies Act, 1956 from the Office of the Registrar of Companies, West Bengal vide their letter No. PS-1/23070/ E.O.T. dated 08.12.2005 after giving notice to the members of the Company and the resolutions passed thereat: were recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the period as per the records of the Company.

8. As informed to us, the Company during the period has not advanced any loan to its directors and/or persons or firms or companies referred to in Section 295 of the Act.

9. The Company has not entered into any contract falling within the purview of Section 297 of the Act.

10. The Company has made necessary entries in the register maintained under Section 301 of the Act.

11. We have been informed that no approval was required under Section 314 of the Act, during the year under review.

12. No duplicate share certificates were issued during the period as per the records of the Company.

13. The Company has:

(i) delivered all the certificates on allotment of securities and lodgement thereof for transfer/ transmission or any other purpose in accordance with the provisions of the Act;

(ii) & (iii) not declared any dividend for the period ended 30.06.2005;

(iv) transferred the unclaimed/unpaid dividends for the period ended 31.03.1998 which had remained unclaimed or unpaid for a period of seven years to the Investor Education and Protection Fund:

(v) complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted.

15. The Company is not required to appoint a Managing Director, Whole-time Director or Manager under Section 269 of the Act.

16. The Company did not appoint any sole selling agent during the period.

17. We have been informed by the Management that the Company, for the period, obtained the following approvals under the provisions of the Act

(i) Appointment of Cost Auditor for which an application was made to Central Govt. on 17.08.2005 and approval was received vide Central Government letter no. 52/263/CAB-88 (CLB) dated 24.09.2005 u/s 233B(5) read with Section 224(1B) of the Act.

(ii) Scheme of Arrangement between Saran Trading Company Limited and New India Sugar Mills Limited and their respective shareholders operative from the Appointed Date i.e. 01.04.2004 for which approval of the Calcutta Stock Exchange Association Limited was received vide letter dated 09.03.2005 and sanction of the Hon'ble High Court at Calcutta was received vide Order dated 06.07.2005.

(iii) Scheme of Arrangement between New India Sugar Mills Limited and Upper Ganges Sugar & Industries Limited and their respective shareholders operative from the Appointed Date i.e. 01.10.2004 for which approval of the Calcutta Stock Exchange Association Limited was received vide letter dated 09.03.2005 and sanction of the Hon'ble High Courts at Calcutta and Allahabad was received vide their Order(s) dated 07.12.2005 and 19.01.2006 respectively.

(iv) Extension by the Office of the Registrar of Companies, West Bengal for 3 months for holding the Annual General Meeting for the Financial Year ended 30.06.2005 due to be held on or before 31.12.2005 upto 31.03.2006 vide their letter No. PS-1/23070/E.O.T./2005 dated 08/12/2005.

(v) Approval of shareholders at the Annual General Meeting of the Company held on 27.03.2006 for payment of commission not exceeding @1% of the net profits of the Company to all the Directors for a further period of 5 years w.e.f. 01.04.2006.

(vi) Information about change of financial year of the Company from July- June to April-March.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the Rules made thereunder.

19. The Company has allotted 2,02,500 Equity Shares of Rs.10/- each on 19.09.2005 pursuant to Scheme of Arrangement between Saran Trading Company Limited and New India Sugar Mills Limited and their respective shareholders during the period and complied with the provisions of the Act.

20. The Company has not bought back any shares during the period.

21. The Company has not redeemed any preference shares/debentures during the period.

22. As informed to us, the Company during the period was not required to keep in abeyance rights to any benefits on shares pending completion of formalities under the provisions of the Act.

23. As informed, the Company has not accepted any deposit from the public. (Refer Auditors' Report)

24. The amount borrowed by the Company during the period ending 31.03.2006 is within the borrowing limits of the Company, and that necessary resolutions as per Section 293(1)(d) of the Act were passed in general body meeting(s) from time to time.

25. The Company has made loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose.

26 to 29. The Company, during the period, has not altered the provisions of the Memorandum with respect to:

(a) situation of registered office of the Company

(b) the objects of the Company

(c) name of the Company

(d) share capital of the Company

30. The Company has not altered its Articles of Association during the period.

31. As informed to us, during the period, no prosecution was initiated against or show cause notice received by the Company for any alleged offence under the provisions of the Act.

32. As informed to us, the Company during the period did not receive any security from employees.

33. The Company has been regular in depositing contributions to Provident Fund. (Refer Auditors' Report).

Annexure - A

SI. Registers/Records as Under Section No. maintained by the Company Statutory Registers/Records

1. Register of Investments 49(7) 2. Register of Charges 143 3. Register of Members 150 4. Copies of Annual Returns, etc. 163 5. Minutes of Board Meetings 193 6. Minutes of General Meetings 193 7. Books of Accounts 209 8. Register of Contracts 301 9. Particulars of Directors, etc. 303 10. Register of Directors' Shareholdings 307 11. Register of Loans and Investments, etc. 372A

Other Registers:

12. Register of Share Transfers 108/111 13. Register of Notices received from Directors 299 14. Register of Fixed Assets

Annexure - B:

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the period ended 31st March, 2006

Form No./ SI. Document/ Under Date of No. Subject Section For filing

Filed with the Registrar of Companies, West Bengal:

1. From 21 391(2) Order the Hon'ble High Court 08.09.2005 & 394 at Calcutta for Scheme of Arrangement between Saran Trading Company Limited and New India Sugar Mills Limited and their respective Shareholders

2. Form 2 75(1) Allotment of 202500 Equity 27.09.2005 Shares of Rs.10/- each on 19.09.2005

3. Form 1 205C Transfer of Unpaid/Unclaimed 07.11.2005 Dividend to the Investor Education & Protection Fund

4. Quarterly 205C Amount transferred to the 02.01.2006 Return Investor Education & Protection Fund during the quarter ended 31.12.2005

5. Form 32 303(2) Resignation of Dr. P. K. 20.01.2006 Mookerjee as Director of the Company

6. Form 21 391(2) Order of the Hon'ble High 10.02.2006 & 394 Court at Calcutta for Scheme of Arrangement between New India Sugar Mills Limited and Upper Ganges Sugar & Industries Limited and their respective shareholders

7. Form 21 391(2) Order of the Hon'ble High 17.02.2006 & 394 Court at Allahabad for Scheme of Arrangement between New India Sugar Mills Limited and Upper Ganges Sugar & Industries Limited and their respective shareholders 8. Form 21 391(2) Order of the Hon'ble High 16.03.2006 & 394 Court at Calcutta for dissolution without winding up of Saran Trading Company Limited 9. Compliance 383A Financial Year ended on 28.03.2006 Certificate 30.06.2005 10. Form 23AC 220 Form for filling Balance Sheet 28.03.2006 and Profit & Loss Account with the Registrar of Companies for the Financial Year ended 30.06.2005 11. Form 23 192 Special resolution for payment 28.03.2006 of commission to Directors passed at the AGM of the Company held on 27.03.2006

Filed with Central Government: 12. Form 23C 2338 Application to the Central 17.08.2005 Government for approval of appointment of Cost Auditor

P-15, Bentinck Street S. M. GUPTA & CO.

Kolkata - 700 001 Name of Company Secretary : S. M. GUPTA Date : 16.05.2006 C. P. No. : 2053

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Jun 30, 2004

The Directors take pleasure in presenting their Report and the audited Statements of Account of the Company for the year ended 30th June, 2004. Financial Results: (Rs. in Lakh)

2003-04 2002-03 Turnover 1838.44 3146.75 Loss before Depreciation 264.41 537.44

Which is deducted from Balance brought forward from the previous year 1.17 42.35

Excess provision for taxation written back 0.04 0.01 Deferred Tax Asset for the year 118.64 282.20 Transfer from General Reserve 150.81 270.66 325.00 649.56 Leaving a credit balance of 6.25 112.12

Out of this provisions have been made for Depreciation 110.11 110.55

Taxation 0.40 110.51 0.40 110.95 Surplus (Deficit) carried to Balance Sheet (104.26) 1.17 Financial Performance & Dividend: The financial performance of the Company was adversely affected due to lower availability of cane and heavy burden of interest. Although plantation, due to cane development activities, has increased considerably during the current year, the cane crop has been severely damaged by widespread floods in the Samastipur district during July, 2004. The extent of damage has not yet been ascertained due to waterlogging in the canefields. A detailed analysis of the Company's operations, future expectations and business environment has been given in the Management Discussions & Analysis Report, which is attached as a separate annexure and forms a part of this Report. In view of losses, the Directors are not in a position to recommend any dividend for the year. CDR Proposal: As the shareholders are aware that the operating performance of the Company has improved in the last 5 years, the financial performance has been adversely affected due to lower prices of free sale sugar during major part of the year, heavy burden of interest and lower availability of sugarcane. It had, therefore, become imperative for the Company to restructure its financial arrangements with banks and financial institution. Accordingly, the Company had submitted a proposal to State Bank of India, Kolkata for restructuring under Corporate Debt Restructuring Scheme (CDR). The restructuring package envisages reduction in rate of interest, reschedulement of principal, funding of interest, sanction of working capital term loan/funded interest term loan, reduction in margin, etc. The restructuring package as submitted by the Company is likely to be approved by the CDR Empowered Group shortly. Corporate Governance: A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms a part of this Report. Directors: Shri C.S. Nopany and Shri P.K. Singhi retire from the Board by rotation and are eligible for re-election. Directors' Responsibility Statement: The Directors confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) such accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a `going concern' basis. Auditors: The Notes on Accounts appearing in Schedule 19 and referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments or explanations. The Auditors, Messrs. S.R. Batliboi & Co., Chartered Accountants, retire and are eligible for re-appointment. Pursuant to the directives of the Central Government under Section 233 B of the Companies Act, 1956, Messrs D. Radhakrishnan & Co., Cost Accountants, have been appointed as Cost Auditors to audit the cost accounting records relating to Sugar for the current year subject to approval of the Central Government. Subsidiary Company: The audited Accounts of Darbhanga Marketing Company Ltd., a subsidiary of the Company, for the year ended 31st March, 2004 are attached as required by Section 212 of the Companies Act, 1956. Statutory Requirements: A copy of the Compliance Certificate from Messrs S.M. Gupta & Co., Company Secretaries, as required under Section 383A of the Companies Act, 1956 is attached and forms a part of this Report. As required under the Listing Agreement with the Stock Exchange, Consolidated Financial Statements conforming to the Accounting Standard-21 issued by the Institute of Chartered Accountants of India are attached. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956. Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 is attached as a separate annexure and forms a part of this Report. Acknowledgements: The Directors take this opportunity of recording their appreciation of the financial institutions and bankers for extending their support to the Company. Your Directors are also grateful to the various ministries in the Central and State Governments and the Sugar Directorate for their continued support to the Company. The Directors also place on record their appreciation of the valuable contribution made by the employees at all levels. For and on behalf of the Board Kolkata C.S. NOPANY Dated, the 9th August, 2004 Chairman

Statement showing particulars pursuant to the Companies (Disclosure of particulars in the Report If the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 30th June, 2004. I. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION: The Company has been carrying out Research and Development in the following specific areas: i) Heat treatment therapy to treat cane seed in order to get higher yield of sugarcane per acre of land. ii) Pest control measures to protect cane from diseases. A biological laboratory has been set up for producing parasites for this purpose. iii) Ratoon management by managing the ratoon crop of cane to increase yield. iv) Distribution of bamboo borings and diesel pumping sets at subsidised rates to the cane growers to boost irrigation. v) Subsidy on multiplication of seed by single bud method. vi) Distribution of modern farm implements to cane growers at subsidised rates. vii) Soil Testing Laboratory has been set up for proper dosing of fertilizer and nutrients. Owing to the above efforts, higher yield of disease free cane is being made available resulting in higher return to cane growers also. Future plans are: i) Continue research of better yielding disease free variety of cane by adopting measures stated above. ii) Installation of machineries with latest technology at different stations in the factory. Expenditure incurred on Research & Cane Development Rs. 23.30 lakh. The Company has not imported any technology. II. FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Activities relating Sugar is generallyto exports, initiatives exported through taken to increase exports Indian Sugar Exim Corporation Ltd.

b) Development of new The Government export markets for has allowed exports products and services through merchant and export plan exporters also. c) Earnings in Foreign Exchange Nil d) Expenditure inForeign Currency -

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Mar 31, 1999

The Directors have pleasure in presenting their Report and the audited Accounts of the Company for the year ended 31st March, 1999.

Financial Results (Rs. in Lakh)

Sales during the year 1365.40

Gross Profit before Depreciation 121.71

To which is added :

Balance brought forward from the previous year 133.62

Refund/excess provision for taxation written back 5.83 139.45

Making a total of 261.16

Out of this provisions have been made for :

Depreciation 47.52 Taxation 8.00 Dividend Tax 2.42 General Reserve 30.00 87.94

Leaving a balance available for disposal of 173.22

The Directors recommend payment of Dividend on :

88,952 9% Cumulative Convertible Preference Shares of Rs. 100 each @ 9% per annum 8.00

4,67,595 Ordinary Shares of Rs. 10 each @ Rs.3.00 per share 14.03 22.03

Balance to be carried forward 151.19

Sugar Season 1998-99

The season 1998-99 has probably been one of the worst in the history of the sugar industry where nature created havoc. The EI Nino and the La Nina weather conditions found its way to India resulting in unprecedented rainfall in the whole of North India. Against a normal rainfall of around 40 inches, Bihar experienced around 70 inches of rain during 1998 causing widespread floods. This had a two fold impact on the sugarcane crop. Firstly, the yield was adversely affected resulting in lesser cane being available to the sugar mills than expected. Secondly, stagnating water hampered the sucrose formation in the cane resulting in lower recovery of sugar. In fact, recovery was lower by around 0.75% varying from region to region.

The world sugar market remained weak during the year under review primarily due to increased world production of sugar and sharp devaluation of the currency of Brazil - a major exporter of sugar. Compounding the woes of the sugar industry, the Government of India continued to allow import of sugar despite surplus stocks in the country. While the industry persistently requested for an increase in the import duty on sugar from 5% to 44% plus countervailing duty, the Government finally increased the duty to 27.5% with a countervailing duty of Rs. 850 per tonne. As expected, this hardly had any impact on the quantum of imports from Brazil and Pakistan with the latter immediately increasing its subsidy on sugar export. The industry is continuing to request the Government to increase the custom duty to the levels that is imposed by the other countries.

The production of sugar in India during the season 1998-99 is likely to be higher at 155 lakh tonnes as against 129 lakh tonnes during the season 1997-98. This increase in production is primarily due to a bumper sugarcane crop in the southern states particularly Maharashtra. The stock of sugar at the start of the season was around 54 lakh tonnes resulting in a total availability of 209 lakh tonnes excluding sugar imported during the year. Against this, the total consumption for season 1998-99 is estimated at 145 lakh tonnes leaving a surplus of 64 lakh tonnes of domestic sugar. The total import of sugar for the current season is estimated at 6 lakh tonnes which leaves a surplus of 70 lakh tonnes of sugar for the Indian market. This mismatch of demand and supply witnessed low levels of sugar prices throughout the year.

During the season 1998-99 the sugar industry in Bihar paid price of Rs. 77.50 per quintal of sugarcane, inclusive of advance against liability under Clause 5A of the Sugarcane (Control) Order against Rs. 73.50 per quintal during the season 1997-98.

Sugar Policy

Pursuant to the Mahajan Committee Report that had recommended sweeping changes for the sugar industry, the Government has implemented the recommendation of delicensing the industry so far. However, in order to avoid unhealthy competition among the sugar factories and to ensure assured supply of sugarcane to the sugar mills a minimum distance of 15 KM has to be maintained between the existing mill and a new mill. The industry, however, has represented to the Government to increase this distance to 25 KM since 15 KM is not adequate. The Government is yet to take a final view on all other recommendations of the Mahajan Committee.

The dual pricing policy of sugar under which 40% of sugar is requisitioned by the Government as levy sugar and balance 60% is allowed to be sold in the open market continued for the season 1998-99 as well.

The statutory minimum price of sugarcane for the season 1998-99 was fixed by the Government at Rs. 52.70 per quintal as against Rs. 48.45 for the previous season linked to a base recovery of 8.5%. In the case of Hasanpur factory, the statutory minimum price was fixed at Rs. 58.28 per quintal as against Rs. 54.45 per quintal for the previous season. The price of levy sugar produced by the factory was maintained at Rs. 1125.81 per quintal as fixed for the season 1997-98. The revised price of levy sugar for the season 1998-99 is yet to be announced by the Government.

Molasses Policy

The Government of Bihar continued its policy of partial decontrol of molasses. The earlier policy of free pricing with distribution controlled by the State Government continued for the current year as well.

Operations

The crushing of sugarcane at Hasanpur factory during the season 1998-99 was higher at 13.86 lakh quintals as against 10.19 lakh quintals during the season 1997-98. The recovery was, however, much lower at 8.51% as compared to 9.35% during the previous season. The factory worked for 90 days as against 73 days during the previous season. The production of sugar was 1.18 lakh quintals during the season 1998-99 as against 0.93 lakh quintals during the season 1997-98. The crushing of sugarcane and production of sugar would have been much higher had it not been for the low recovery of sugar due to adverse climatic conditions.

Future Prospects

The sugar season 1999-2000 is expected to see a jump in production of sugar in North India provided the monsoons are normal. Preliminary reports indicate that the sowing of cane has increased considerably in Bihar. However, the health of the sugar industry will largely depend on the quantum of sugar imports and the prevailing sugar prices.

Directors

Dr. K. K. Birla, Shri R. Tapuriah and Shri P. K. Singhi retire from the Board by rotation and are eligible for re-election.

Auditors

The Notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

The Auditors, Messrs S. R. Batliboi & Company, Chartered Accountants, retire and are eligible for re-appointment.

Subsidiary Companies

During the year, the Company sold its shareholding in Searchlight Publishing House Ltd. As such, the said company has ceased to be subsidiary of the Company. The audited Accounts of Darbhanga Marketing Company Ltd., subsidiary of the Company, are attached as required by Section 212 of the Companies Act, 1956.

Statutory Requirements

There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 is attached as a separate annexure and forms a part of this Report.

The Company's hardware and software systems are all Y2K compliant.

Statement showing particulars pursuant to the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 1999.

A. CONSERVATION OF ENERGY :

a. Installation of various machinery and equipments to increase generation of steam as well as to reduce consumption of steam and fuel.

b. The Company has plans for modernisation of boilers by replacing low pressure old boilers with high pressure modern boilers and to replace low pressure power generating units with high pressure power units.

c. The above measures are expected to reduce the consumption of fuel and power substantially and consequently cost of production.

d. The required data with regard to conservation of energy is furnished below :

B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION :

Your Company has been carrying out Research & Development in the following specific areas :

- Heat treatment therapy to treat cane seed in order to get higher yield of sugarcane per acre of land.

- Pest control measures to protect cane from diseases.

- Ratoon management by managing the ratoon crop of cane to increase yield.

- Distribution of bamboo borings and diesel pumping sets at subsidised rates to the cane growers to boost irrigation.

Owing to the above efforts, higher yield of disease free cane is being made available resulting in higher return to cane growers also.

Future Plans are :

a. Continue research of better yielding disease free variety of cane by adopting measures stated above.

b. Installation of machineries with latest technology at different stations in the factory.

c. To set-up soil testing laboratory to test the soil of cane field to apply proper dose of fertilizer.

d. To set-up biological laboratory.

Expenditure incurred on Research and Cane Development Rs. 7.04 lakh.

We have not imported any technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Activities relating to exports, initiatives taken to increase exports.

Development of new export markets for products and services and export plan. :

Sugar is generally exported by the Government through Indian Sugar & General Export Import Coporation Ltd.

Total Foreign Exchange used and earned : Nil

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Mar 31, 1998

Details not available in 1998-99 report.

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Mar 31, 1997

The Directors have pleasure in presenting their Report and the audited Accounts of the Company for the year ended 31st March, 1997.

FINANCIAL RESULTS (Rs. in lakh)

2. Sales during the year 1932.00 Gross Profit before Depreciation 135.28 To which is added balance brought forward from the previous year 76.03 Making a total of 211.31 Out of this provisions have been made for: Depreciation 39.67 Taxation (including Dividend Tax Rs. 2.22 lakh) 16.00 General Reserve 50.00 105.67

Leaving a balance available for disposal of 105.64 The Directors recommend payment of Dividend on 1,589 5.5% C. R. Preference Shares of Rs. 100 each @ 5.5% per annum 0.09 1,103 5% C. R. Preference Shares of Rs. 100 each @ 5% per annum 0.06 88,952 9% Cumulative Convertible Preference Shares of Rs. 100 each @ 9% per annum 8.00 4,67,595 Ordinary Shares of Rs. 10 each @ As. 3.00 per share 14.03 22.18

Balance to be carried forward 83.46

SUGAR SEASON 1996-97

3. The adverse trend in the sugar industry continuing from the previous year severely affected its operations during the year under review as well. The bumper sugar production of season 1995-96 at 164 lakh tonnes against an estimated consumption of 130 lakh tonnes saw a sharp increase in the inventory levels resulting in low sugar prices. With profitability and liquidity under severe strain, cane arrears by the sugar industry peaked at an all time high of Rs. 1200 crores.

4. The exorbitant cane prices fixed by the State Governments for 1995-96 season ensured no significant decrease in cane plantation despite the adverse condition of the industry. Furthermore, the Government of U.P. arbitrarily increased the price of cane for 1996-97 from Rs. 70 to Rs. 72 per quintal without any economic justification. The industry, which was already crippled, had no option but to challenge the right of the State Government to fix cane prices. The Allahabad High Court, in a historic judgement, ruled that the State Government had no power to fix cane prices.

5. In Bihar, the State Government also arbitrarily increased the price of cane from Rs. 71 to Rs. 72 per quintal. The sugar industry in Bihar challenged the right of the State Government in the Patna High Court who, in line with the Allahabad High Court judgement, also held that the State Government had no power to fix the cane prices. After negotiations with the cane growers, the industry has agreed to pay Rs. 62 per quintal at gate which comprised the Statutory Minimum Price for 1996-97 season and advance against liability under Clause 5A of the Sugarcane (Control) Order. The industry has also agreed to pay Rs. 8 per quintal as additional amount after the completion of the season.

6. Due to the firm and united stand taken by the sugar industry, the first two months witnessed a period of uncertainty and turmoil. The farmers at a number of factories situated in UP and Bihar including the factory went on strike. However, with the unity of the industry and adept handling of the situation, the issue was resolved satisfactorily.

7. This uncertainty witnessed large scale diversion of sugarcane to gur and khandsari units in UP. Furthermore, low yields of sugarcane crop was recorded throughout the country. The overall production of sugar in the country is likely to be around 130 lakh tonnes as against 164 lakh tonnes achieved last year which is equivalent to a fall of 21% compared to the previous year.

8. Increased molasses production in 1995-96 and easy availability resulted in prices reigning at low levels during the first half of the year under review. Prices started firming up in the second half due to the fall in production of molasses and anticipated shortage in the coming years.

GOVERNMENT POLICY

9. During the year the Central Government initially ordered the creation of buffer stock of 5 lakh tonnes of sugar. At the persistent request of the industry the Government has agreed to increase the buffer stock to 10 lakh tonnes.

10. The Central Government decanalised export of sugar with a view to increase exports. As international sugar prices remained at low levels due to increased availability of sugar in the international markets, the industry was able to export only 1.5 lakh tonnes of sugar as compared to 10 lakh tonnes in the previous year.

11. The Central Government announced a new Incentive Scheme for new sugar units and expansion of the existing units effective from 31st March, 1994. As sufficient capacity is available in the country, the industry through Indian Sugar Mills Association has approached the Government to withdraw the Incentive Scheme.

12. The dual pricing policy of sugar under which 40% of sugar is requisitioned by the Government as levy sugar and balance 60% is allowed to be sold in the open market continued for the season 199697 as well.

13. The statutory minimum price of sugarcane for the season 1996-97 was fixed by the Central Government at Rs. 45.90 per quintal as against Rs. 42.50 per quintal for the previous season linked to a base recovery of 8.5%. In the case of the factory the statutory minimum price was fixed at Rs. 50.46 as against Rs. 52.76 per quintal for the previous season. The price of levy sugar produced by the factory was fixed at Rs. 1140.37 per quintal as against Rs. 942.26 per quintal for the season 1995-96.

OPERATIONS

14. The operations of the factory were better compared to the previous year. The recovery which improved considerably compared to the previous year would have been better, had it not been for the floods at Hasanpur which severely damaged the sugarcane crop. Furthermore, a strike by the farmers with regard to cane price which lasted for 17 days during the peak recovery period also affected the final recovery.

15. The crushing of sugarcane at the factory during the year under review was 19.11 lakh quintals (of which 2.67 lakh quintals relates to the season 1995-96 and 16.44 lakh quintals for the season 1996-97 upto 31st March, 1997). The crushing for the season 1996-97 continued upto 24th April, 1997 and was lower at 19.76 lakh quintals as against 20.13 lakh quintals during the previous season. The factory worked for 152 days as against 157 days during the previous season. The average recovery for the season was, however, much higher at 9.40% as compared to 8.94% during the previous season.

FUTURE PROSPECTS

16. The start of the year 1997-98 has been on a positive note with sugar prices firming up after a gap of over six months. Preliminary reports indicate that there is a sharp fall in cane plantation although it is still too early to predict the production levels for the season 1997-98. There is, however, a threat of sugar imports as sugar can be freely imported without any import duty. The industry has represented to the Government to impose custom/counterveiling duty on sugar imports.

DIRECTORS

17. The Directors regret to report the sad demise of Shri D. K. Bose and Shri B. Himatsingka, Directors of the Company. the Directors placed on record their high appreciation for the valuable services rendered by Late D. K. Bose and Late B. Himatsingka during their long association with the Company.

18. Shri R. Tapuriah and Shri R K. Singhi have been appointed as additional Directors. Both of them retire at the Annual General Meeting and are eligible for reappointment.

19. Shri B. Murarka and Shri A. R Bhuwalka retire from the Board by rotation and are eligible for reelection.

AUDITORS

20. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

21. The Auditors, Messrs S. R. Batliboi & Co., Chartered Accountants, retire and are eligible for reappointment.

STATUTORY REQUIREMENTS

22. Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 are given in separate annexure attached hereto and form part of this Report.

23. Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 are given in separate annexure attached hereto and form part of this Report.

24. Information as required by the Stock Exchange listing agreement is given hereunder

(Rs. in lakh) Projection Performance

Turnover 2901.00 1811.76 Profit after Tax 312.00 81.83

The turnover was lower mainly on account of lower releases of levy and free sugar. The profitability was adversely affected due to lower production and lower recovery of sugar from sugarcane and lower sales realisation.

ACKNOWLEDGEMENTS

25. The Directors take this opportunity of recording their appreciation of the financial institutions and bankers for extending their support to the Company. The Directors also place on record their appreciation for the valuable contribution made by the employees at all levels. A special mention and thanks needs to be made for the Indian Sugar Mills Association for the dynamic role it has been playing on behalf of the sugar industry.

A. CONSERVATION OF ENERGY

(a) Installation of various machinery and equipments to increase generation of steam as well as to reduce consumption of steam and fuel.

(b) The Company has plans for modernisation of boilers by replacing low pressure old boilers with high pressure modern boilers and to replace low pressure power generating units with high pressure power units.

(c) The above measures are expected to reduce the consumption of fuel and power substantially and consequently cost of production.

(d) The required data with regard to conservation of energy is furnished below:

B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The Company has been carrying out Research & Development in the following specific areas:

i) Heat treatment therapy to treat cane seed in order to get higher yield of sugarcane per acre of land.

ii) Pest control measures to protect cane from diseases.

iii) Ratoon management by managing the ratoon crop of cane to increase. yield.

iv) Distribution of Bamboo Borings at subsidised rate to the cane growers and diesel pumping sets as well to boost irrigation.

Owing to the above efforts, higher yield of disease free cane is being made available resulting in higher return to cane growers also.

Future plans are

i) Continue research of better yielding disease free variety of cane by adopting measures stated above.

ii) Installation of machineries with latest technology at different stations in the factory.

iii) To set up soil testing laboratory to test the soil of cane field to apply proper dose of fertilizer.

iv) To set up Biological Laboratory.

Expenditure incurred on Research and Cane Development Rs. 7.50 lakh.

We have not imported any technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports, initiatives taken to increase Sugar is generally exported by the exports. Government through India Sugar & General Export Import Corporation Ltd. Development of new export markets for products and services and export plan.

Total Foreign Exchange used and earned :Nil

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Mar 31, 1996

Your Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March, 1996.

FINANCIAL RESULTS

(Rs. in lacs)

2. Sales during the year 2050.44

Gross Profit before Depreciation 165.90

To which is added:

Balance brought forward from the previous year 28.38

Investment Allowance Reserve no longer required written back 8.59 36.97

Making a total of 202.87

Out of this provisions have been made for:

Depreciation 28.50

Taxation 46.84

General Reserve 33.18 108.52

Leaving a balance available for disposal of 94.35

The Directors recommend payment of Dividend subject to deduction of tax under the Income-tax Act on:

1,589 5.5% C.R. Preference Shares of Rs. 100 each @ 5.5% per annum 0.09

1,103 5% C.R. Preference Shares of Rs. 100 each @ 5% per annum 0.06

88,952 9% Cumulative Convertible Preference Shares of Rs.100 each @ 9% per annum (on prorata basis from the date of allotment) 4.14

4,67,595 Ordinary Shares of Rs.10 each @ Rs. 3.00 per share 14.03 18.32

Balance to be carried forward 76.03

SUGAR SEASON 1995-96

3. The Sugar Industry is passing through a difficult phase during the season 1995-96. Despite recording very low recoveries, the sugar production in the country during this season is likely to achieve an all time record of about 164 lac tonnes as against 146 lac tonnes during the season 1994-95. This bumper production has resulted in a depressed sugar market with prices remaining low throughout the year. Furthermore, the State Governments have increased the state advised prices steeply without considering the economic justifications and repercussions of such an increase. As a result, the profitability of the industry as a whole has been affected severely. The quality of the sugarcane supplied to the factories has been very poor this year due to the delayed monsoon in Bihar which has severely affected the recovery of sugar.

4. The Sugar Industry has represented to the Government to consider exports of sugar of atleast 2 million tonnes and to create a buffer stock of atleast 1.5 million tonnes in view of the abundance surplus of sugar in the country. The Government has already allowed export of 1 million tonnes of sugar and has create a buffer stock of 0.5 million tonnes for a period of one year. The Government is actively considering the request of the Sugar Industry and it is hoped that some further reliefs will be announced shortly.

OPERATIONS

5. The crushing of sugarcane at your factory during the year under review was 21.98 lac quintals (4.52 lac quintals for the season 1994-95 and 17.46 lac quintals during the season 1995-96 upto 31st March, 1996). The crushing for the season 1995-96 which continued upto 24th April, 1996 was slightly lower at 20.13 lac as against 21.97 lac quintals during the previous season. The factory worked for 157 days as against 180 days during the previous season. The average recovery was much lower at 8.94% as compared to 9.96% during the previous season. The lower recovery was mainly due to poor quality of sugarcane.

SUGAR & CANE POLICY

6. The policy of partial decontrol of sugar whereunder 40% of sugar is requisitioned by the Government as levy sugar and balance 60% is allowed to be sold in the open market continued for the season 1995-96 as well. As an incentive for late crushing, the Government allowed increased entitlement of free sale sugar to 75% as against 60% on the production during the period 15th April, 1996 to 31st July, 1996 which has subsequently been increased to 100% in respect of production during the period 1st June, 1996 to 30th September, 1996. The policy of partial decontrol of molasses by the State Governments is also still continuing.

7. The statutory minimum price of sugarcane for the season 1995-96 was fixed by the Central Government at Rs. 42.50 per quintal as against Rs. 39.10 per quintal for the previous season linked to a base recovery of 8.5%. In the case of your factory the statutory minimum price was fixed at Rs. 52.76 as against Rs. 47.20 per quintal for the previous season. However under directions of the State Government your factory had to pay a much higher price of Rs. 71.00 per quintal as against Rs. 66.00 per quintal during the previous season. The price of levy sugar produced by your factory was fixed at Rs. 942.26 per quintal as against Rs. 842.49 per quintal for the season 1994-95.

FUTURE PROSPECTS

8. The sugar policy for the season 1996-97 has not yet been announced. The statutory minimum price of sugarcane has, however, been announced and fixed at Rs. 45.90 per quintal against Rs. 42.50 per quintal for the earlier season. As per preliminary indications the production of sugar during the season 1996-97 is likely to be slightly lower.

INCREASE IN CAPITAL

9. During the year under review the paid up capital of the Company was increased to Rs. 138.40 lacs by allotment of 88,952 9% Cumulative Convertible Preference Shares (CCPS) of Rs. 100 each at a premium of Rs. 700 per CCPS to augment the long term working capital requirement and to strengthen the capital base of the Company. The funds raised have been utilised towards the objects of the issue as stated in the Letter of Offer.

DIRECTORS

10. Shri M.S. Sharma who was appointed as a Director in the casual vacancy retires at the Annual General Meeting and is eligible for re-appointment.

11. Shri K.K. Birla and Shri D.K. Bose retire from the Board by rotation and are eligible for re-election.

AUDITORS

12. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

13. The Auditors, Messrs S.R. Batliboi & Company, Chartered Accountants, retire and are eligible for re-appointment.

STATUTORY REQUIREMENTS

14. There was no employee who was in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956.

15. Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 are given in separate annexure attached hereto and form part of this Report.

PROJECTIONS vs. PERFORMANCE

16. Information as required under Clause 41 of the Listing Agreement with the Stock Exchange is given hereunder :

(Rs. in lacs)

Projections Performance

Turnover 2740.00 1904.49

Profit after tax 297.00 90.56

The turnover was lower mainly on account of lower releases of levy and free sugar. The reasons of lower profitability have already been explained in the foregoing paragraphs.

ACKNOWLEDGEMENTS

17. The Directors take this opportunity of recording their appreciation to the financial institutions and bankers for extending their support to the Company. The Directors also place on record their appreciation for the valuable contribution made by the employees at all levels.

Statement showing particulars pursuant to Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Directors' Report for the year ended 31st March, 1996.

A. CONSERVATION OF ENERGY

(a) Installation of various machinery and equipments to increase generation of steam as well as to reduce consumption of steam and fuel.

(b) The Company has plans for modernisation of boilers by replacing low pressure old boilers with high pressure modern boilers and to replace low pressure power generating units with high pressure power units.

(c) The above measures are expected to reduce the consumption of fuel and power substantially and consequently cost of production.

(d) The required data with regard to conservation of energy is furnished below :

B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company has been carrying out Research & Development in the following specific areas :

(i) Heat treatment therapy to treat cane seed in order to get higher yield of sugarcane per acre of land.

(ii) Pest control measures to protect cane from diseases.

(iii) Ratoon management by managing the ratoon crop of cane to increase yield.

Owing to the above efforts, higher yield of disease-free cane is being made available resulting in higher return to cane growers also.

Future Plans are :

(i) Continue research of better yielding disease-free variety of cane by adopting measures stated above.

(ii) Installation of machineries with latest technology at different stations in the factory.

Expenditure incurred on Research & Cane Development-Rs. 7.48 lacs.

We have not imported any technology.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Activities relating to exports, ) initiatives taken to increase ( Sugar is generally exported by exports. ) the Government through Indian ( Sugar & General Export Import Development of new export markets ) Corporation Limited. for products and services and ( export plan. )

Total Foreign Exchange used and earned : Nil

Statement pursuant to Section 212 of the Companies Act, 1956

The entire subscribed capital of Darbhanga Marketing Company Limited and 88.77% of the subscribed capital of Searchlight Publishing House Limited as on 31st March, 1996 was held by the Company.

The net aggregate amount/proportionate part of the profits (losses) of the subsidiary companies for the last as well as the previous financial years which concern the members of the Company but have not been dealt with in or for the purposes of the accounts of the Company are given below:

Name of the subsidiary Amount of the Aggregate amount of the company company's last previous financial years financial year of the subsidiary company

Rs. Rs.

Darbhanga Marketing Company Limited 3,77,673 46,01,171

Searchlight Publishing House Limited 24,44,629 (6,76,136)

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Mar 31, 1995

To

The Shareholders,

Your Directors have pleasure in presenting their Report and the audited Accounts of the Company for the period ended 31st March, 1995.

3. The above financial results are for a period of nine months as the Company has changed its accounting year from June ending to March ending. During the period under review sales have decreased ftom Rs. 15.21 crores to Rs. 11.84 crores and gross profit has declined from Rs. 2.96 crores to Rs. 1.57 crores. The main reasons for lower profits during the period under review are shorter accounting year, large build-up of stock of finished goods due to increase in production and earlier accounts closing thereby absorbing profits and generally depressed prices of sugar prevailing during the period under review.

SUGAR SEASON 1994-95

4. The production of sugar in the country during the season 1994-95 is likely to be about 145 lac tonnes, which will surpass all previous records, as against 98 lac tonnes during the season 1993-94. Domestic consumption is estimated at 120 lac tonnes thereby leaving a surplus of 25 lac tonnes. The record production and resultant sugar surplus has had a depressing impact on prices. Sugar prices which were firm in the beginning collapsed due to large scale imports and unusually high availability of sugar during the earlier part of the period under review. Similarly prices of free sale molasses which were firm at the start of the period under review fell due to large production.

OPERATIONS

5. The season 1994-95 witnessed a sharp increase in the total sugarcane crushed by your factory to 21.97 lac quintals from 13.00 lac quintals achieved during the season 1993-94. The crushing of sugarcane at your factory upto 31st March, 1995 was 17.44 lac quintals. The crushing for the season 1994-95 continued upto 11th May, 1995. The factory worked for 180 days as against 103 days during the previous season. The average recovery, was, however, lower at 9.96% compared to 10.01% during the previous season as the factory had to continue crushing during the summer months when recovery is low.

6. Your Directors are happy to report that for the tenth year in succession your factory has achieved the highest recovery in the State of Bihar.

SUGAR AND CANE POLICY

7. The policy of partial decontrol of sugar whereunder 40% of sugar is requisitioned by the Government as levy sugar and balance 60% is allowed to be sold in the open market continued for the season 1994-95 as well. In order to increase the production, the Government announced early and late crushing incentives as under :

i) On production during the period 1st October, 1994 to 15 th November, 1994, 72% free sale quota as against normal entitlement of 60%.

ii) On production during the period 1st May, 1995 to 31st July, 1995, 75% free sale quota as against normal entitlement of 60%

8. The statutory niinimum price of sugarcane for 1994-95 was fixed by the Central Government at Rs. 39.10 per quintal as against Rs. 34.50 per quintal for the preceding season linked to a base recovery of 8.5%. In case of your factory. the statutory minimum cane price was fixed at Rs. 47.20 per quintal as against Rs. 41.81 per quintal for the previous season. However, in actual practice under directions of the State Government your factory had to pay a much higher price of Rs. 66 per quintal as against Rs. 58 per quintal during the preceding season. The price of levy sugar produced by your factory was fixed at Rs. 842.49 per quintal as against Rs. 769.54 per quintal (reduced from Rs. 796.96 per quintal with effect from 16th September, 1994) for the season 1993-94.

9. The issue of molasses decontrol is yet undecided despite several representations made by the industry. No decision has yet been taken by the Government on the report of a Committee of Chief Ministers/Ministers of the various State Governments appointed for this purpose.

In the meantime policy of partial control by the State Governments is continuing.

FUTURE PROSPECTS

10. The sugar policy for the season 1995-96 has not yet been announced. The statutory minimum price of sugarcane has been announced and fixed at Rs. 42.50 per quintal against Rs. 39.10 per quintal for the earlier season. The season 1995-96 is expected to witness an additional surge in production due to increase in acreage under sugarcane and additional capacities coming into production. The industry has made representations to the Government to export at least one million tonnes of sugar and also create a buffer stock of 1.5 million in view of large surplus of sugar expected in the coming season.

11. The incentive policy for expansion of capacities and establishinent of new factories expired on 31st March, 1994. The Central Government is yet to announce the new policy. The industry has made several representations for decontrol and delicencing of the sugar industry in conformity with the liberalization policy of the Government of India.

INCREASE IN CAPITAL

12. In order to augment the long term working capital requirement and to strengthen the capital base of the Company 93,519-9%. Cumulative Convertible Preference Shares (CCPS) of Rs. 10 each for cash at a premium of Rs. 700 per CCPS aggregating to Rs. 748.15 lacs have been offered on Rights basis to the shareholders.

DIRECTORS

13. Your Directors regret to report the sad demise of Shri M.L. Khandelia, a Director of your Company. Your Directors placed on record their high appreciation for the valuable services rendered by Late M.L. Khandelia during his association with the Company. Shri M.S. Sharma was appointed as a Director in the vacancy of Late M.L. Khandelia.

A. CONSERVATION OF ENERGY

(a) Installation of various machinery and equipments to increase generation of steam as well as to reduce consumption of steam and fuel.

(b) The Company has plans for modernisation of boilers by replacing low pressure old boilers with high pressure modern boilers and to replace low pressure power generating units with high pressure power units.

(c) The above measures are expected to reduce the consumption of fuel atid power substantially and consequently cost of production.

(d) The required data with regard to conservation of energy is furnished below :-

B. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION

Your Company has been carrying out Research & Development in the following specific areas:

(i) Heat treatment therapy to treat cane seed in order to get higher yield of sugarcane per acre of land.

(ii) Pest control measures to protect cane from diseases.

(iii) Ratoon management by managing the Ratoon crop of cane to increase yield.

Owing to the above efforts, higher yield of disease-free cane is being made available resulting in higher return to cane growers also.

Future Plans are :-

(i) Continue research of better yielding disease-free variety of cane by adopting measures stated above.

(ii) Installation of machinery with latest technology at different stations in the factory.

Expenditure incurred on Research & Cane Development--Rs. 3.37 lacs.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Activities relating to exports initiatives taken to increase exports. :

Sugar is generally exported by the Government through State Trading Corpn.

Development of new export markets for products and services and export plan.

Total Foreign Exchange used and earned : Nil