Shree Hanuman Sugar & Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting their 94^thAnnual Report along with the Audited Accounts
ofthe Company for the financial year ended 31^st March, 2024

FINANCIAL RESULTS (Rs. in Lacs)

Sales & Other Income	2023-24	2021-22
Profit/(Loss) before Interest, Depreciation and Tax	(26.44)	(715.39)
Less Interest	—	—
Profit/(Loss) before tax	(26.44)	(715.39)
Less: Provisions for Tax	—	—
Profit/(Loss) after tax	(26.44)	(715.39)
Other Comprehensive Income (net of tax)	3.00	(15.96)
Total Comprehensive Income	(23.44)	(731.36)

OVERVIEW:

No Income during this financial year under review, and in the previous financial year. Net Loss after Tax
was registered at Rs. 26.44 lacs as against Net Loss after Tax of Rs. 715.39 lacs in the previous financial
year.

Total Comprehensive Loss stood at Rs. 23.44 lacs compared to total Comprehensive loss of Rs. 731.36
lacs in the previous financial year.

During the year under review Company’s Sugar Mill at Motihari, Bihar, remained non-operational, and
closed due to various factors, which mainly included cost ineffectiveness due to old plant and machinery,
financial crunch and labour unrest at the Mill.

The Company has plans to expand its construction activities by undertaking housing as well as
commercial projects.

DIVIDEND:

Your Directors do not recommend any dividend for the year in view of net loss.

TRANSFER TO RESERVE

The Company has not transferred any amount to Reserves for the financial year ended 31 March 2024.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There has been no material event during the year to be reported.

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public
falling under the ambit of Section 73 of the Companies Act, 2013 (“Act”) read with the Companies
(Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with respect to financial statements. The
policies and procedures adopted by the Company ensure prevention and detection of frauds and errors,
accuracy and completeness of the records and timely preparation of reliable financial statements. No
Reportable material weakness in the design or operation was observed during the year.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

During the financial year under review the following changes took place among the Directors and Key
Managerial Personnel of the Company:

• Ms. Sangeeta Roy (DIN: 09768676) who was appointed as Independent Directors at the Annual
General Meeting held on 22nd September, 2023 to hold office upto to 21st October, 2027 or the date
of Annual General Meeting to be held in the year 2027, whichever is earlier, has since resigned from
Directorship w.e.f. 15th February, 2024.

• Mrs. Khushboo Doshi (PAN: DTVPD3744M) resigned from post of Company Secretary w.e.f 16th
February, 2024.

Mr. Datta Ram Gill (DIN: 03366342) retires by rotation at the ensuing AGM, and being eligible, offers
himself for re-appointment.

Profiles of Directors to be appointed/re-appointed at the ensuing AGM, as required by Regulation 36 (3)
of the Listing Regulations and Secretarial Standard - 2 on General Meetings, are given in the notice of the
ensuing AGM.

DECLARATION BY INDPENDENT DIRECTORS

The Company’s Independent Directors have submitted requisite declarations confirming that they
continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the Company’s Code of Conduct.

Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of
Directors) Rules, 2014. In the opinion of the Board, the Independent Directors hold highest standard of
integrity and possess the requisite qualifications, experience, expertise and proficiency.

PERFORMANCE EVALVATION

The Company has framed the criteria for performance evaluation of Independent Directors, the Board, the
Committees and other individual Directors. Criteria for performance evaluation of the Whole Time
Director, Non-Executive Director and Non-Independent Director have also been framed.

The criteria for performance evaluation of Directors among others includes factors such as preparation,
participation, engagement, personality and conduct, value addition, strategic planning and vision, team
spirit and consensus building, leadership quality, understanding and focus on key business issues,
independent thinking and judgment, quality of analysis, experience and business wisdom, management
qualities, awareness, motivation, integrity, ethics and receptivity. The criteria for evaluating the Board''s
functioning/effectiveness inter alia includes its structure, strategic review, business performance review,
internal controls, process and procedures.

On the basis of the criteria framed, a process was followed by the Board for evaluating the performance
of individual Directors, its own performance and its Committees. The Nomination and Remuneration
Committee also evaluated the performance of every individual Director. The Independent Directors in
their separate Meeting also carried out the performance evaluation of the Non-Executive Director and
other non-independent Director as well as the Board of the Company. The Directors expressed overall
satisfaction on the performance and functioning of the Board, its Committees and the Directors.

FAMILIARISATION PROGRAMMES

The details of programmes to familiarise the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business
model/procedures/processes of the Company, etc. through various programmes are put on the website of
the Company and can be accessed at the link :http://www.hanumansugar.com/.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held 8 (Eight) Meetings of the Board of Directors. The
details of the Meetings and attendance of each of the Directors thereat are provided in the Report on
Corporate Governance forming part of the Annual Report. The maximum gap between any two
consecutive Board Meetings did not exceed 120 days.

AUDIT COMMITTEE:

During the financial year under review, in view of changes in Directorships of the Company the Audit
Committee of the Company was reconstituted from time to time and the present Committee comprises of
Mr. Chinmoy De as Chairperson and Mr. Datta Ram Gill and Mr. Bijan Aditya as its members. The terms
of reference of the Committee have been provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year under review, in view of changes in Directorships of the Company the
Nomination and Remuneration Committee was reconstituted from time to time and the present
Committee comprises of Mr. Chinmoy De as Chairperson and Mr. Datta Ram Gill and Mr. Bijan Aditya
as members. The terms of reference of the Committee have been provided in the Corporate Governance
Report.

The Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the
matters with regard to criteria for appointment of Directors and determining Directors'' independence and
policy on remuneration for Directors, Senior Managerial Personnel and other employees, and the same
may be accessed at the Company''s website at the link: http://www.hanumansugar.com.

SHAREHOLDERS GRIEVANCE COMMITTEE:

During the financial year under review, in view of changes in Directorships of the Company the
Shareholders’ Grievance Committee reconstituted from time to time and the present Committee
comprises of Mr. Datta Ram Gill as Chairman and Mr. Chinmoy De and Mr. Bijan Aditya as its
members. The terms of reference of the Committee have been provided in the Corporate Governance
Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Note 8to the Financial Statement.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

All contracts /arrangements /transactions entered by the Company during the financial year with related
parties were in its ordinary course of business and on an arm’s length basis. During the year, the
Company had not entered into any contract/ arrangement/transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related party
transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by
the Board is available on the Company’s website and can be accessed athttp://www.hanumansugar.com/.

There were no materially significant related party transactions which could have potential conflict with
the interests of the Company at large. Members may refer to Note 22 point no. 3 to the Note of accounts
which sets out related party disclosures pursuant to Ind AS.

INSOLVENCY AND BANKRUPTCY CODE, 2016

An application u/s 7 of the Insolvency and Bankruptcy Code, 2016 has been filed by Stressed Assets
Stabilization Fund (SASF), against the Company, invoking the corporate guarantee in the matter of
Eastern Sugar & Industries Limited. The matter is pending for listing and admission before the NCLT,
Kolkata Bench, during the financial year ended March 2024.

DISCLOSURE ON ONE TIME SETTLEMENT

There was no instance of any one time settlement with the Banks or Financial Institutions during the
financial year under review.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an internal Control system commensurate with the size and scale of its operations.

VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
of reporting illegal or unethical behaviour. In compliance with the provisions of Section 177(9) of the
Companies Act, 2013 and the Listing Regulations, 2015, the Company has in place a Whistle Blower
Policy for its Directors and Employees to report concerns about unethical behaviour, actual or suspected
fraud or violation of applicable laws and regulations and the Company''s Codes of Conduct. The concerns
may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be
reported to the Chairman of the Audit Committee. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory practice.

The Whistle Blower Policy may be accessed on the Company''s website at the link:
https://hanumansugar.com/whistle-blower-policy.html.

COMPLIANCE WITH THE CODE OF CONDUCT:

A declaration signed by the Director affirming compliance with the Company’s Code of Conduct by the
Directors and Senior Management, for the financial year 2023-24, as required under Schedule V of the
Listing Regulations, forms a part of this Annual Report.

CORPORATE GOVERNANCE:

The Company adheres to good governance practices. Corporate Governance at the Company extends to
all stakeholders and is embodied in every business decision. The Company places prime importance on
reliable financial information, integrity, transparency, empowerment and compliance with the law in letter
and spirit. While Management Discussion and Analysis Report that is an annexure to the Directors''
Report the Corporate Governance Report and the Certificate from the Auditors of the Company
confirming compliance of the conditions of Corporate Governance are annexed here to and form a part of
the Directors'' Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Directors
and Senior Management Personnel and the Employees respectively, are followed in true spirit across all
levels of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March
2024 is available on the Company’s website at https://hanumansugar.com/annual-return.html

AUDITORS AND AUDITOR’S REPORT:

On recommendation of the Audit Committee and in accordance with the provisions of section 139 of the
act, the company had appointed M/s. BDS & Co., Chartered Accountants (Firm Reg. No. 326264E) as
Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 92nd
AGM until the conclusion of 97th AGM of the Company to be held in the year 2027.

Observations of the Auditors M/s. BDS & Co., Chartered Accountants, on financial statement of the
Company given in the following:

AUDITORS REMARKS	OUR COMMENT
Non Compliance of sections 192 and 194 of The Income Tax Act’1961 with respect to TDS. The company has neither deducted tax nor provided liability or deposited to the credit of the Central Government upto March 2022.	The Company has not deducted the TDS as factory is not in operation since long, normal working and availability of data is affected, and the estimation could not be done.
Company has not complied with Ind AS 19 for accounting of Gratuity, Leave Liabilities and other retirement benefits towards employees in preparation of the financial statements. Although, liabilities as agreed	Estimation of the liabilities towards employees has been ascertained and impact of the same has been provided forin the balance sheet..

upon during one time settlement with Labour Union on 18.12.18, has been provided for.
The company has not provided for depreciation on Fixed Assets since 2014, including the period covered under this audit.	The Sugar factory has not been in operation since long, hence the normal working and availability of data is affected. The fixed assets register including all relevant documents are destroyed and could not be recovered. Due to no access of data, company has been unable to ascertain exact amount of depreciation.
The company has not provided for interest expense on borrowings and advances received from parties. This has resulted in non-compliance of Sec 73 to Sec 76 of Companies Act 2013. The management has not been able to provide confirmation statements regarding certain parties.	Initiative has been taken for the updating of the records and thereafter the estimation can be made. Confirmation is awaited from parties.
The balance of Borrowings, Loans and advances, Other Current Assets; Trade Payables and Other Current Liabilities are taken as appearing in the books of accounts. In view of non-reconciliation/confirmation and also in view of pending dispute with some of the parties (as informed by the management),we are not in a position to comment on the correctness of the outstanding balances and resultant impact on the financial statements for the period under audit. The resultant impact if any arising out of the above observations which may have consequential effect on the year’s profit/loss and net asset position of the company at the yearend has neither been ascertained nor provided for and operating results for the year are overstated and/or understated to the extent thereof.	The figures are reflected in the corresponding heads, confirmation is yet to be awaited
The Plant is inoperative since 2012-2013 and no physical verification of assets has taken place to assess the condition of the assets since. In absence of the same, we are unable to comment upon the need for impairment of assets on account of any permanent damage if any	The Sugar factory has not been in operation since long, and labor unrests have made the factory premises inaccessible. Hence physical verification could not be conducted.
Contingencies List of legal matters as appearing in Contingent Liabilities Schedule in Financial Statements for the year ended March 31,2021 when we had taken over the Statutory Audit has been considered complete with regard to all legal disputes of the company as of that date. We have been reviewing the status of those cases since and also the cases, if any, arisen during the audit period. Any other legal case if company is involved into, for past affairs, has not been brought to our information and we are unable to comment upon the consolidated legal position of the company. Commitments The list of commitments as appearing in the Financial Statements for the year ended March 31, 2021 has been considered complete as of that date and have only been subsequently reviewed for any changes. Any error or omission in that list has not been verified by us due to non provision of any additional case information by the	Contingencies: No new case has been filed by or against the Company except the following; (a) Notice issued by Stressed Assets Stabilization Fund (SASF) dated 19.01.2023 u/s 13(2) of the SARFAESI Act for recovery from guarantor of the Loan availed by Eastern Sugar & Industries Ltd. (b) An application u/s 7 of the Insolvency and Bankruptcy Code, 2016 has been filed by Stressed Assets Stabilization Fund (SASF), against the Company, invoking the corporate guarantee in the matter of Eastern Sugar & Industries Limited. The matter is pending for admission before the NCLT, Kolkata Bench.

management for earlier period. No new commitments have been made by the company due to Nil operational activity. Guarantees The list of guarantees and its related charge information as given in the financial statement for the year ended March 31, 2021 has been considered to be complete as of that date. Any error or omission in that list has not been verified by us due to non provision of any additional case information by the management for earlier period.	(c) By order dated 15.03.2024, passed by the Recovery Officer, Debt Recovery Tribunal, Patna in RP 33/20 1 0 Bank of India Vs Eastern Sugar & Industries Ltd., has executed attachment of PAN of the Company (PAN: AAECS0448M) and Shruti Limited (PAN: AADCS7585G) promoter of the Shree Hanuman &Industries Ltd., being the guarantors of the debts of Eastern Sugar & Industries Ltd. Guarantees: Necessary changes in guarantee clause has been done in the Annual report for the financial year ended 2022¬ 23 as per discussion with the auditor and in terms of a letter dated 07.09.2023 of Stressed Assets Stabilization Fund (SASF) to the Auditor. All relevant guarantee documents has been provided to the auditor by the Company.
Management has done impairment on stores and spares in the year 2022-23 to the tune of Rs 45 lacs but we have not been provided any reasonable basis for doing the same except the board resolution. Valuation report for the remaining stores available has also not been provided.	Since the factory has not been in operation for more than five years. Stores and spares were destroyed due to leakage and fermentation and has become irreparable and irrecoverable over the years. Hence written off by the Board as per reasons mentioned in resolution as per the information received from the local security guards.
Various payables have been written on and various receivables have been written off since the beginning of our audit period in 2021-2022 with management approvals. We have not been given reasonable information for doing the same. Only board resolution for the approval is provided.	Since the factory has not been in operation for more than five years. Balances have been (written off/paid off and/or regrouped/rearranged) or written back with due approval of the board with specific reasons as given in relevant board resolutions.
Several provisions of expense and tax liabilities of prior period have been made since we took over the audit, but we are unable to comment upon the completeness or the sufficiency of the accruals. We are unable to comment if no other accruals will be made subsequently for earlier period.	All liabilities has been reassessed and in term of agreement with labour union dated 18.12.2018, necessary short fall of provision has been provided as per resolution dated 09.02.2022.
No deferred Tax assets or liabilities are created by the company due to prolonged period of no operations.	No deferred Tax assets or liabilities provided as nil operations

FRAUD REPORTING:

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITORS & REPORT:

Your Company appointed Mrs. Pooja Sharma, Practising Company Secretary, (Membership No. - FCS
10001 and Certificate of Practice No. 12020) as the Secretarial Auditor of your Company for F.Y.- 2023¬
24 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The Secretarial Audit
Report for the financial year ended 31^stMarch 2024is annexed and forms part of the Report.

Observations of the Secretarial Auditors given in the following:

AUDITORS REMARKS	OUR COMMENT
Composition of the Board is not as per regulation 17 of SEBI (LODR) Regulation 2015 and not as per Companies Act, 2013. There are no Executive Director, Women Director and no KMP appointed during the year under review after resignation of previous Directors and KMP.	Company is in the process of appointing suitable person.

SECRETARIAL COMPLIANCE REPORT:

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial
compliance report from Ms. Meena Chowdhary (Membership No. ACS 41084 and CP No. 16829),
Company Secretary in Practice, Kolkata and the same was submitted to the stock exchanges within the
prescribed time limits. The Annual Secretarial Compliance Report duly signed by the Company Secretary
in Practice is available on the Company’s website at https://www.hanumansugar.com/secretarial-
compliance-report.html

INTERNAL AUDITORS

The Board of Directors of the Company had appointed Mr. Birendra Kumar Sethia, (Membership
No.063033) Practicing Chartered Accountant and proprietor of B.K. Sethia & Co., as Internal Auditors to
carry-out extensive Internal Audit of the Company for the Financial Year ended March 31, 2024.

BUSINESS RISK MANAGEMENT:

The Company''s management systems, organizational structures, processes, codes of conduct together
form the basis of risk management system that governs and manages associated risks. The Board does not
foresee any risk which may threaten the existence of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGOING

As the manufacturing operation of the Company are discontinued and during the year under review and
also in the previous financial year there was no manufacturing activity, the prescribed information
regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to
Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules,
2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year
under review.

REMUNERATION POLICY

The Board has, on the recommendation of the nomination & remuneration Committee framed a policy for
selection and appointment of Directors, senior management and their remuneration. The Remuneration
Policy is available on the Company’s website at https://hanumansugar.com/

EMPLOYEES INFORMATION AND RELATED DISCLOSURES

As required under Section 197(12) of the Companies Act, 2013 read with the Rules 5(1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures of
remuneration and other details/particulars of the Directors and employees of the Company are provided in
the Corporate Governance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(5) of the Companies Act,
2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgement and
estimates have been made that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31st March 2024 and of the profit/(loss) of the Company for the
year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that
the financial controls are adequate and are operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RISK MANAGEMENT

The main identified risks at the company are commercial risks, financial risks, operational risks and legal
& regulatory risks. Your company has established a comprehensive risk management system to ensure
that risk to the company’s continued existence as a going concern and to its development are identified
and addressed on timely basis. Risk management strategy as approved by the board of directors is
implemented by the company management.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

DE-MATERIALISATION OF SHARES:

The Company’s equity shares are available for de-materialization on both the depositories, viz., NSDL
&CDSL. Shareholders may be aware that SEBI has made trading in your Company’s shares mandatory,
index-materialized form. As on 31^st March, 2024, 16363897equity shares representing 88.45% of your
Company’s Equity Share Capital have been dematerialized.

STOCK EXCHANGE(S):

Presently, the Shares of the Company are listed on The Calcutta Stock Exchange Ltd, Kolkata and The
BSE Ltd., Mumbai. Annual Listing fee paid up to financial year 2023-24 of the BSE Ltd. Trading of the
share is suspended at The Calcutta Stock Exchange Ltd.

SUBSIDIARIES, JOINT VENTURE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Ventures or companies
during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS /TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company''s operations in future.

Except the an order dated 15.03.2024, passed by the Recovery Officer, Debt Recovery Tribunal, Patna in
RP 33/2010 Bank of India Vs Eastern Sugar & Industries Ltd., has executed attachment of PAN of the
Company (PAN: AAECS0448M) and Shruti Limited (PAN: AADCS7585G) promoter of the Shree
Hanuman & Industries Ltd., being the guarantors of the debts of Eastern Sugar & Industries Ltd.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their
untiring personal efforts as well as their collective contributions at all levels. The Directors would like to
thank other stakeholders including lenders and business associates who have continued to provide support
and encouragement.

Place: Kolkata For& on behalf of the Board

Date:13.08.2024 SHREE HANUMAN SUGAR & INDUSTRIES LIMITED

Datta Ram Gill Chinmoy De

Director Director

DIN :03366342 DIN:09057498

---

Jun 30, 2014

Dear Shareholders,

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

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

Sales & Other Income 1932.30 2804.61

Profit before Interest, Depreciation and Tax 813.98 907.48

Less Interest 29.45 9.97

Depreciation 564.13 555.93

Profit/(Loss) before tax 220.40 341.59

Less: Provisions for Tax 2.56 3.15

Profit/(Loss) after tax 217.84 338.44

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

Profit available for appropriation 715.22 773.80

APPROPRIATIONS:

Dividend (including Tax) 44.40 64.94

Transfer to General Reserve - -

Transfer to Special Reserve 300.00 211.48

Balance carried to Balance Sheet 370.82 497.38

PERFORMANCE:

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

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

DIVIDEND:

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

FUTURE PROGRAMMES:

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

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

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

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

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

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

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

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

DIRECTORS:

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

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

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

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

AUDITORS:

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

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

FIXED DEPOSITS:

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

DE-MATERIALISATION OF SHARES:

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

LISTING AT STOCK EXCHANGE:

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

STATUTORY INFORMATION:

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

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

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financials year and the loss of the company for the year under review;

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

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

EMPLOYEE RELATIONS:

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

INVESTOR RELATIONS:

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

ACKNOWLEDGEMENT:

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

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

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Jun 30, 2012

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

FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Sales & Other Income 2941.89 2493.91

Profit before Interest, Depreciation and Tax 1026.88 1056.76

Less Interest 34.36 44.64

Depreciation 445.60 126.95

Profit/(Loss) before tax 546.92 885.17

Less: Provisions for Tax (Including FBT) 115.00 164.25

ProfitV(Loss) after tax 431.92 720.92

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

Profit available for appropriation 1491.52 1436.76

APPROPRIATIONS:

Dividend (including Tax) 56.16 56.16

Transfer to General Reserve 1000.00 0.00

Transfer to Special Reserve 0.00 321.00

Balance carried to Balance Sheet 435.36 1059.60

PERFORMANCE:

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

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

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

DIVIDEND:

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

COMMENCEMENT OF SUGAR MANUFACTURING ACTIVITIES AND FUTURE PROGRAMMES:

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

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

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

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

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

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

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

DIRECTORS:

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

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

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

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

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

AUDITORS:

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

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

FIXED DEPOSITS:

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

DE-MATERIALISATION OF SHARES:

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

ISSUE OF EQUITY SHARES IN PURSUANCE OF ARBITRATION AWARD:

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

LISTING AT STOCK EXCHANGE:

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

STATUTORY INFORMATION:

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

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

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

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and IV. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

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

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

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

EMPLOYEE RELATIONS:

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

INVESTOR RELATIONS:

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

ACKNOWLEDGEMENT:

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

For & on behalf of the Board

For SHREE HANUMAN SUGAR & INDUSTRIES LIMITED

Place : Kolkata B.K. Nopany

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

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Jun 30, 2011

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

FINANCIAL RESULTS (Rs. in Lacs):

2010-11 2009-10

Sales & Other Income 2493.91 3229.89

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

Less: Interest 44.64 42.25

Depreciation 126.95 126.63

ProfitV(Loss) before tax 885.17 1007.29

Less: Provisions for Tax (Including FBT) 164.25 75.90

Profit/(Loss) after tax 720.92 931.39

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

Profit available for appropriation 1436.76 1073.65

APPROPRIATIONS:

Dividend (including Tax) 56.16 56.16

Transfer to Special Reserve 321.00 301.65

Transfer to General Reserve

Balance carried to Balance Sheet 1059.60 715.84

PERFORMANCE:

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

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

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

DIVIDEND:

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

COMMENCEMENT OF SUGAR MANUFACTURING ACTIVITIES AND FUTURE PROGRAMMES:

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

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

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

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

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

PRESENT CONSTRUCTION ACTIVITIES AND FUTURE PROGRAMMES:

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

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

DIRECTORS:

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

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

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

AUDITORS:

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

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

FIXED DEPOSITS:

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

DE-MATERIALISATION OF SHARES:

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

ISSUE OF EQUITY SHARES IN PURSUANCE OF ARBITRATION AWARD:

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

LISTING AT STOCK EXCHANGE:

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

STATUTORY INFORMATION:

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

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

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

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

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

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

II. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the company for the year under review.

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

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

PARTICULARS OF EMPLOYEES:

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

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

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

EMPLOYEE RELATIONS:

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

INVESTOR RELATIONS:

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

ACKNOWLEDGEMENT:

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

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

Place : Kolkata B.K. Nopany

Dated : 27th August, 2011 Chairman cum Managing Director