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Sakthi Sugars Ltd.

BSE: 507315 Sector: Agri and agri inputs
NSE: SAKHTISUG ISIN Code: INE623A01011
BSE 16:01 | 27 Mar 2018 Sakthi Sugars Ltd
NSE 05:30 | 01 Jan 1970 Sakthi Sugars Ltd
OPEN 16.55
PREVIOUS CLOSE 16.10
VOLUME 12126
52-Week high 38.10
52-Week low 16.35
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Sell Price 0.00
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OPEN 16.55
CLOSE 16.10
VOLUME 12126
52-Week high 38.10
52-Week low 16.35
P/E
Mkt Cap.(Rs cr) 194
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sakthi Sugars Ltd. (SAKHTISUG) - Director Report

Company director report

To the Members

The Board of Directors of the Company presents its Annual Report together with theAudited Financial Statements of the Company for the year ended 31st March 2015

FINANCIAL HIGHLIGHTS

(Rs.in lakhs)

Particulars 2014-15 2013-14
Sales (Net)
Sugar Division 42455.46 38344.75
Distillery Division 10654.66 15543.16
Cogeneration Division 16884.29 3129.14
Soya Division 13656.46 13711.06
Total sales 83650.87 70728.11
Other Income 3245.53 307.63
Total Income 86896.40 71035.74
Profit Before Finance Cost and Depreciation & Amortisation 14375.67 1791.45
Finance Cost 12934.20 18590.93
Provision for Depreciation and Amortisation 6379.36 6638.21
Net Profit before Tax (4937.89) (23437.69)
Provision for Tax (1460.96) (7499.36)
Net Profit after Tax (3476.93) (15938.33)
Balance of Profit brought forward (27402.41) (11464.08)
Less: Previous year depreciation adjustment 423.20 --
Surplus carried to Balance Sheet (31302.54) (27402.41)

REVIEW OF OPERATION

The operations of Sugar and Alcohol Divisions of the Company during the financial yearhave been affected due to non-availability of adequate sugarcane for crushing and lowrealisation on sugar sold and the reduced availability of molasses. However operation ofPower Division has been encouraging due to higher rate of realisation per unit of powerwith the Company coming out of Power Purchase Agreement and engaging in sale of powerthrough bidding process. There has been no change in the nature of business during thefinancial year and until the date of this report.

SUGAR DIVISION

The quantum of sugarcane crushed at various units of the Company during the year2014-15 is as under:

Name of the Units Cane crushed (in tonnes)
Sakthinagar : 723966
Sivaganga : 262650
Modakkurichi : 74284
Dhenkanal : 415577

During the year under review 1.32 lakh MT of sugar was produced by the Company whichis less by 0.15 lakh MT as compared to the previous year. This is on account of reductionin the sugarcane availability. The quantum of sugar sales and the sale value has gone upslightly during the year even though there is a decrease in the average selling price ofsugar per quintal.

DISTILLERY DIVISION

During the year under review 161.18 lakh litres of industrial alcohol was produced atSakthinagar Distillery Unit and 84.26 lakh litres at Dhenkanal Distillery Unit.

SOYA DIVISION

23056 tonnes of soya bean was crushed in the soya plant during the year under review.This division had exported products worth Rs.2253.13 lakhs to various countries.

CO-GENERATION DIVISION

The total power generated in the co-generation plants during the year was 3922.77 lakhunits out of which 3179.21 lakh units of power was exported to Tamilnadu ElectricityBoard. As the rate per unit of power under the Power Purchase Agreements (PPA) enteredinto with Tamilnadu Power Generating and Distribution Company Limited (TANGEDCO) was notviable for generation of power using coal the Company has come out of the PPA. TheCompany has entered into another agreement with TANGEDCO for sale of power at a higherrate per unit of power through bidding process. This Agreement will expire on 30thSeptember 2015.

FUTURE OUTLOOK

The selling price of sugar has come down far below the cost of production andrealisation on sale of sugar does not even meet the cost of sugarcane crushed. This hasmade the sugar production unviable. With the sugar season 2014-15 expected to end insurplus stock of sugar the possibility of sugar price going up in the near future isdoubtful.

Besides reduced selling price for sugar imposition of VAT at 5% on sugar sales byTamilnadu State Government has placed the sugar mills in Tamilnadu at a disadvantageousposition as they have to face competition due to arrival of more quantity of sugar forsale from other States where there is no VAT on sugar. Similar situation is faced inrespect of sale of industrial alcohol by the manufacturers in Tamilnadu State on accountof local levy of VAT being higher than CST on imports from neighbouring States.

Unless the State and the Central Governments take corrective actions to bail out thebleeding sugar industry the outlook of sugar industry will continue to be bleak.

DEPOSITS

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

At the end of the financial year 4 deposits amounting to Rs.0.65 lakh (includinginterest) remained unclaimed. Of this 2 deposits amounting to Rs.0.34 lakh have since beenrepaid.

CORPORATE INFORMATION

As the Madras Stock Exchange Limited (MSE) had applied to SEBI for voluntary exit as aStock Exchange the Company made an application to MSE for voluntary delisting from thatStock Exchange which has been approved by that Exchange. The equity shares of the Companyremains delisted from MSE from 15th October 2014. The equity shares of the Companycontinue to be listed on National Stock Exchange of India Limited (NSE) and the BSELimited (BSE).

As per the directions of the Hon'ble High Court of Judicature at Madras meetings ofequity shareholders and holders of FCCB were convened on 22nd July 2015 and 23rd July 2015respectively for obtaining their approval for the scheme of arrangement for settlement ofthe outstanding FCCB (Series B). However at the instance of certain bondholders the HighCourt has postponed the aforesaid Court convened meetings to October 2015 to facilitatemodification of the Scheme.

The Company continues to be under the Corporate Debt Restructuring Scheme with respectto the secured debts availed from Banks/Financial Institutions. The rework package givenby the Company has been approved by the CDR Empowered Group and documentation in respectthereof is yet to be done.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

It is with deep grief and regret your Directors place on record the demise ofDr.N.Mahalingam (DIN : 00206894) one of the Promoters and Founder Chairman of theCompany on 2nd October 2014. The Directors also place on record their appreciation of thecontributions made by Dr.Mahalingam in the development of the Company over a period ofmore than half a century.

Dr.M.Manickam (DIN : 00102233) Executive Vice Chairman has been reappointed for afurther period of five years from 24th October 2014 subject to the approval of theCentral Government. The Government's approval is yet to be received.

At the meeting of the Board of Directors held on 12th November 2014 Dr.M.Manickam hasbeen elected to be the Chairman of the Board and has been re-designated as ExecutiveChairman.

Sri M. Balasubramaniam (DIN : 00377053) has been appointed as Managing Director and SriM. Srinivaasan (DIN : 00102387) has been re-appointed as Joint Managing Director witheffect from 28.6.2013 and 23.1.2014 respectively for a period of 5 years subject to theapproval of the Central Government. The Central Government has approved theappointment/reappointment for 5 years but restricted its approval for payment ofremuneration for the period from the date of appointment/reappointment till 31st March2014 and advised the Company to make fresh applications under the Companies Act 2013 forits approval. Accordingly applications have been made to the Central Government forpayment of remuneration to Sri M. Balasubramaniam and Sri M. Srinivaasan from 1st April2014 and the approvals are awaited.

The Board has re-appointed Sri V.K. Swaminathan (DIN : 00210869) as Executive Directorfor a period of five years from 1st November 2015 subject to the approval of the banksand financial institution members of the Company and of the Central Government as may beapplicable.

The Board of Directors at its meeting held on 30th September 2014 had appointed SriK.V. Ramachandran (DIN : 00322331) Sri S.Chandrasekhar (DIN : 00011901) and Sri S.Balasubramanian (DIN : 00458139) as Additional Directors to hold office upto the date ofthe ensuing Annual General Meeting of the Company. With a view to comply with therequirements of Section 149(1) of the Companies Act these Additional Directors have beenappointed as Independent Directors for a term of five years from 30th September 2014subject to approval of the Members at the ensuing Annual General Meeting.

Mrs.Priya Bhansali (DIN : 00195848) has been appointed by the Board as AdditionalDirector with effect from 27th March 2015 to hold office until the date of the ensuingAnnual General Meeting of the Company.

Tamil Nadu Industrial Development Corporation Limited and IDBI Bank Limited havewithdrawn their respective Nominees Sri B. Elangovan (DIN : 00133452) and Sri T.A. Ganesh(DIN : 01113674) from the Board of Directors of the Company from 16th October 2014 and20th May 2015 respectively. The Directors place on record their appreciation of thecontributions made by the above Nominee Directors to the Company during their tenure ofoffice as Directors. Sri P.S. Ravendernath (DIN : 00030770) has been nominated on theBoard of the Company by Asset Reconstruction Company (India) Limited effective from 2ndJune 2015.

Notices together with requisite deposits have been received from certain Members of theCompany pursuant to Section 160 of the Companies Act 2013 signifying their intension topropose resolutions for appointment of Sri K.V. Ramachandran Sri S. Chandrasekhar Sri S.Balasubramanian and Mrs. Priya Bhansali as Independent Directors of the Company at theensuing Annual General Meeting. The Nomination and Remuneration Committee and the Board ofDirectors have recommended appointment of these Directors as Independent Directors by themembers at the ensuing Annual General Meeting.

Sri V.K. Swaminathan retires by rotation at the ensuing Annual General Meeting and iseligible for re-appointment.

Sri S. Audiseshiah a retired IAS Officer has been appointed as Chief ExecutiveOfficer of the Company during the financial year and he is not a member of the Board.

Pursuant to the requirement of Section 203 of the Companies Act 2013 the followingDirectors/Executives have been designated as whole time Key Managerial Personnel duringthe year:

Dr.M.Manickam Executive Chairman

Sri M.Balasubramaniam Managing Director

Sri M.Srinivaasan Joint Managing Director

Sri S.Audiseshiah Chief Executive Officer

Sri M.K.Vijayaraghavan Chief Financial Officer; and

Sri S.Baskar Sr.Vice President-Finance & Company Secretary

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

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

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that financial year;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS

The Board met 6 times during the financial year ended 31st March 2015. The details ofthe Board Meetings and the attendance of the Directors are given in the CorporateGovernance Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee was reconstituted by the Board on 30.9.2014. The Audit Committeecomprises the following Directors as its members:

1. Sri C.Rangamani Chairman

2. Sri N.K.Vijayan and

3. Sri K.V.Ramachandran

Details regarding meetings of the Audit Committee and the attendance of the members aregiven in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions contained in the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance Committees of Directors and individual directors. The manner of evaluation isgiven in the Corporate Governance Report.

DETAILS OF REMUNERATION TO DIRECTORS

Details of Ratio of Remuneration to each Director to the median employee's remunerationand other disclosures required under Section 197(12) of the Companies Act 2013 and Rule5(1) of the Companies (Appointment and Remuneration) Rules 2014 are given in Annexure-A.The Company does not have any employee attracting the provisions of Rule 5(2) of the saidRules.

RISK MANAGEMENT POLICY

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. The details of the Committee are set out in theCorporate Governance Report. The risk management policy aims to identify evaluate andmitigate risks. It seeks to ensure transparency and to minimise adverse impact on thebusiness operations of the Company.

ASSOCIATE COMPANY

Effective from 1st April 2014 Sakthi Auto Component Limited has become an AssociateCompany with about 26% of its total share capital being held by the Company. Pursuant tothe third proviso to Rule 6 of the Companies (Accounts) Rules 2014 consolidated financialresults of the Company and the Associate Company for the financial year ended 31st March2015 are not made. In view of this report on the performance and financial position ofthe said Associate Company is not provided in terms of Rule 8 of the said Rules.

INTERNAL CONTROL

The Company has internal control system commensurate with the size of the Company.Adequate procedures are set for detecting and preventing frauds and for protecting theCompany's assets. The head of Internal Audit Team reports to the Chairman of the AuditCommittee for the purpose of maintaining independence and Internal Audit Reports areplaced before the Audit Committee together with statement of significant audit observationand the suggested corrective action followed by a report on action taken thereon.

VIGIL MECHANISM

The Company has a whistle blower policy and a vigil mechanism for directors andemployees to report genuine concerns in the prescribed manner. The vigil mechanismprovides adequate safeguards against victimisation and for direct access to the Chairmanof the Audit Commitee in appropriate or exceptional cases. The details of the whistleblower policy are posted on the website of the Company. No complaint has been receivedunder this mechanism during the year under review.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance alongwith Auditors Certificate with respect to its compliance forms part of this Report.

A detailed Management Discussion and Analysis Report also forms part of this Report.

OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013

i) Extract of Annual Return Extract of the Annual Return is given in Annexure-B.

ii) Changes in Share Capital

There has been no change in the share capital during the financial year 2014-15.

iii) Policy on Directors' Appointment and Remuneration

The Company's policy for selection and appointment of directors senior managementpersonnel and fixation of their remuneration including criteria for determiningqualifications positive attributes independence of a director are given in Annexure-C.

iv) Related Party Transactions

All the related party transactions are at arm's length basis and have taken place inthe ordinary course of business. Omnibus approval of the Audit Committee is obtained forthe transactions which are foreseen and repetitive in nature. A statement of all relatedparty transactions is placed before the Audit Committee on quarterly basis.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website www.sakthisugars.com.

The details of the transactions with Related Party are provided in the accompanyingfinancial statements.

v) Statement of declarations given by Independent Directors

The Independent Directors have given declarations to the Board to the effect that theymeet with the criteria of independence as provided in Section 149(6) of the Companies Act2013 and the relevant rules.

vi) Significant material orders passed by court or authorities

There are no significant orders passed by Court or regulatory authorities which wouldimpact the status of the Company and its future operations.

vii) Particulars of loans guarantees or investments

The Company has not given any loan or guarantee or has acquired any security during thefinancial year 2014-15 under Section 186 of the Companies Act 2013.

viii) Energy Conservation Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given in Annexure-D.

ix) There are no material changes affecting the financial position of the Company whichhas occurred between the end of the financial year and the date of this report.

STATUTORY AUDITORS

Pursuant to Section 139(1) of the Companies Act 2013 and Rule 6 of the Companies (Auditand Auditors) Rules the members of the Company have appointed M/s.P.N.Raghavendra Rao& Co. Chartered Accountants Coimbatore as Statutory Auditors of the Company for aperiod of three consecutive years commencing from the conclusion of the 52nd AnnualGeneral Meeting of the Company upto the Conclusion of the 55th Annual General Meetingsubject to ratification at the Annual General Meeting (AGM) each year. Necessaryresolution in this regard is included in the Notice for the ensuring AGM.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 the Board of Directors of theCompany has appointed M/s. S.Krishnamurthy & Co. Company Secretaries Chennai asSecretarial Auditors to undertake the secretarial audit of the Company. Secretarial AuditReport of M/s. S.Krishnamurthy & Co. Company Secretaries Chennai is annexed asAnnexure-E.

COST AUDIT

M/s. STR & Associates Cost & Management Accountants Tiruchirapalli are theCost Auditors for auditing the cost accounting records relating to Sugar IndustrialAlcohol Power and Soya Divisions of the Company for the year ended 31st March 2015. Thesaid Firm has been appointed for the financial year ending 31st March 2016 and necessaryresolution for ratification of their remuneration is included in the Notice for theensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 and Schedule VIIthere to the Company has constituted a CSR Committee and has adopted a CSR Policy. As theCompany has incurred loss for the three preceding financial years the requirement ofincurring expenditure towards fulfilment of its corporate social responsibility did notarise during the financial year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up at every workplace to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.

No sexual harassment complaint has been received during the financial year 2014-15.

AUDITORS REPORT

With reference to the Statutory Auditors' remarks your Directors wish to state thatthe unprovided interest and guarantee commission to the holding company will be accountedsubject to the approval of the CDR Empowered Group.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the valuable assistanceand co-operation extended by the shareholders cane growers banks financial institutionsand Government authorities. They also wish to appreciate the dedicated services renderedby officers staff and workers of the Company.

On behalf of the Board of Directors
Coimbatore M MANICKAM
8 th August 2015 Executive Chairman

ANNEXURE - A TO THE BOARD'S REPORT

PARTICULARS OF REMUNERATION

The information required under Section 197 of the Companies Act 2013 and the Rules madethereunder in respect of Directors/Key Managerial Personnels/employees of the Company isas follows:-

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of Persons Ratio to median remuneration
I Non-Executive Directors:
Dr.N.Mahalingam 0.04
Sri P.K.Chandran 0.48
Sri S.S.Muthuvelappan 0.48
Sri N.K.Vijayan 0.61
Sri C.Rangamani 0.74
Sri B.Elangovan 0.04
Sri T.A.Ganesh 0.26
Sri K.V.Ramachandran 0.22
Sri S.Chandrasekhar 0.17
Sri S.Balasubramanian 0.13
Smt.Priya Bhansali -
II Executive Directors:
Dr.M.Manickam Executive Chairman 5.84
Sri M.Balasubramaniam Managing Director 5.23
Sri M.Srinivaasan Joint Managing Director --
Sri V.K.Swaminathan Executive Director 5.61

(b) The percentage of increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary in the financial year:

Name of Person % increase in remuneration
I Non-Executive Directors:
Dr.N.Mahalingam -
Sri P.K.Chandran 22.22
Sri S.S.Muthuvelappan 22.22
Sri N.K.Vijayan 27.27
Sri C.Rangamani 41.67
Sri B.Elangovan -
Sri T.A.Ganesh 500.00
Sri K.V.Ramachandran N.A.
Sri S.Chandrasekhar N.A.
Sri S.Balasubramanian N.A.
Smt Priya Bhansali N.A.
II Executive Directors:
Dr.M.Manickam Executive Chairman NIL
Sri M.Balasubramaniam Managing Director NIL
Sri M.Srinivaasan Joint Managing Director NIL
Sri V.K.Swaminathan Executive Director NIL
III Key Managerial Personnel:
Sri S.Audiseshiah Chief Executive Officer N.A.
Sri M.K.Vijayaraghavan Chief Financial Officer NIL
Sri S.Baskar Company Secretary NIL

i. The remuneration to Non-Executive Directors consists of sitting fees paid for atmeetings of Board and Committees thereof attended by each Director. The sitting fees paidper meeting attended by the Directors is the same as that of the last year. In respect ofDirectors appointed during the financial year there is no comparison.

ii. Remuneration of Dr.M.Manickam is for the period upto 24.10.2014. The CentralGovernment's approval is awaited for his re-appointment and payment of remuneration afterthe date.

iii. The remuneration paid to Sri M.Balasubramanian relates to the previous year. Noremuneration was paid to Sri M.Balasubramaniam Managing Director and Sri M.SrinivaasanJoint Managing Director for the financial year 2014-15 as the Central Government'sapproval for payment of remuneration from 1.4.2014 is yet to come.

(c ) The percentage increase in the median remuneration of employees in the financialyear: 9.15%

(d) The number of permanent employees on the rolls of the Company as on 31.3.2015:1459

(e) The explanation on the relationship between average increase in remuneration andcompany performance:

The increase is on account of general revision in the wages of sugar industry workersand appointment of certain senior level executives.

(f) Comparison of remuneration of the Key Managerial Personnel (KMP)against theperformance of the Company:

(Rs. in lakhs)

Particulars
Total remuneration of KMP for the financial year 2014-15 82.21
Revenue from operations 83650.87
Remuneration as % of revenue from operation 0.10%

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies as at the close of the current financial year and previous financial year:

Particulars Unit As at 31.3.2015 As at 31.3.2014 Variation
Closing rate of share in NSE Rs. 13.05 18.00 -4.95
EPS Rs. -3.61 -42.00 38.39
Market capitalization Rs. in Crs 125.56 173.18 -47.62
Price Earning ratio - - - -
Percentage of increase or decrease in market quotation in comparison to the rate at which last public offer was made % 30.50 80.00 -

(h) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in theyear 2014-15 was 9.13%. There is no increase in the managerial remuneration.

(i) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:

(Rs. in lakhs)

Particulars Executive Chairman Executive Director Chief Executive Officer Chief Financial Officer Company Secretary
Remuneration 13.39 12.86 17.72 9.47 16.77
Total Revenue from operation 83650.87
Remuneration as % of total revenue 0.02 0.01 0.02 0.01 0.02

As remuneration paid to the Managing Director relates to previous financial yearcomparison with the performance for the year2014-15 has not been given.

(j) The key parameters for any variable component of remuneration availed by thedirectors:

There is no variable component in the remuneration availed by the Directors during thefinancial year 2014-15. The remuneration package of the Executive Chairman ManagingDirector and the Joint Managing Director includes a variable component by way ofcommission upto 1% of the net profit of the Company within the ceiling limit prescribedunder the Companies Act 2013. However as there is no profit during the year under reviewno variable component has been availed by them.

(k) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

0.67 : 1.00 (on annualised basis)

(l) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is affirmed that the remuneration paid during the financial year ended 31st March2015 to Directors Key Managerial Personnel and other employees is as per the remunerationpolicy of the Company.

On behalf of the Board of Directors
Coimbatore M MANICKAM
8 th August 2015 Executive Chairman

ANNEXURE B TO BOARD'S REPORT

FORM No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014

I. REGISTRATION AND OTHER DETAILS:

i CIN L15421TZ1961PLC000396
ii Registration Date 12.5.1961
iii Name of the Company SAKTHI SUGARS LIMITED
iv Category / Sub-Category of the Company Company Limited by Shares
v Address of the Registered Office and contact details Sakthinagar - 638 315 Bhavani Taluk
Registered Office : Erode District Tamilnadu. Phone : 04256 246241
Email : shares@sathisugars.com
Head Office: 180 Race Course Road Coimbatore - 641 018
Phone : 0422 4322 222 2221551
Fax : 0422 2220574 4322488
Email : shares@sakthisugars.com
Website : www.sakthisugars.com
vi Whether listed company Yes
vii Name Address and contact details of Registrar and Transfer Agent M/s. Link Intime India Pvt. Limited
"Surya" 35 May Flower Avenue
Behind Senthil Nagar Sowripalayam Road
Coimbatore - 641 028 Phone No. 0422 2314792
Email ID: coimbatore@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Sl. No. Name and Description of main products / services NIC Code of the Product / Service % to total turnover of the company
1. Sugar 2060 50.66
2. Industrial Alcohol 1551 12.36
3. Power 40105 19.99
4. Soya Products 15493 15.95

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN Holding / Subsidiary / Associate % of Shares Held Applicable Section
1. A B T Limited U60231TZ1931PLC000006 Holding Company 70.12 2(46)
2. Sakthi Auto Component Limited U29199TZ1999PLC008751 Associate Company -- 2(6)

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as Percentage of Total Equity)

(i) Catagory-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
A. Promoters*
(1) Indian
a) Individual/HUF 2841604 - 2841604 2.95 2841604 - 2841604 2.95 -
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corp. 69261573 - 69261573 71.99 69261573 - 69261573 71.99 -
e) Bank/FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total (A) (1): 72103177 - 72103177 74.94 72103177 - 72103177 74.94 -
(2) Foreign
a) NRI- Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub Total (A) (2): - - - - - - - - -
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 72103177 - 72103177 74.94 72103177 - 72103177 74.94 -
*Includes Promoter Group
B. Public Shareholding
(1) Institutions
a) Mutual Funds 50 6910 6960 0.01 50 6910 6960 0.01 -
b) Banks/FI 40300 300 40600 0.04 40300 300 40600 0.04 -
c) Central Govt. - - - - - - - - -
d) State Govts. 424000 495099 919099 0.96 424000 495099 919099 0.96 -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - 1050 1050 - - 1050 1050 - -
h) Foreign Venture Capital Funds - - - - - - - - -
Sub Total (B)(1): 464350 503359 967709 1.01 464350 503359 967709 1.01 -
(2) Non - Institutions
a) Bodies corporates
i) Indian 2756237 14741 2770978 2.88 2223819 14741 2238560 2.33 -0.55
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 14250578 885419 15135997 15.73 13862973 864930 14727903 15.31 -0.42
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 3642840 - 3642840 3.79 4615534 - 4615534 4.80 1.01
c) Others (specify) - - - -
i Trust 9600 - 9600 0.01 9600 - 9600 0.01 -
ii Clearing member 194250 - 194250 0.20 106921 - 106921 0.11 -0.09
iii Market Maker 60948 - 60948 0.06 75956 - 75956 0.08 0.02
iv Foreign Nationals 100 - 100 - 100 - 100 - -
v NRI (Repatriate) 823953 200 824153 0.86 860347 200 860547 0.89 0.04
vi NRI (Non-Repatriate) 185171 250 185421 0.19 208606 250 208856 0.22 0.02
vii OCBs - - - - - - - - -
viii Office Bearers 5060 40076 45136 0.05 5060 39966 45026 0.05 -
ix HUF 272970 - 272970 0.28 253390 - 253390 0.26 -0.02
- - - - - - - - -
Sub Total (B)(2): 22201707 940686 23142393 24.05 22222306 920087 23142393 24.05 -
Total Public Shareholding(B)= (B)(1)+(B)(2) 22666057 1444045 24110102 25.06 22686656 1423446 24110102 25.06 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 94769234 1444045 96213279 100.00 94789833 1423446 96213279 100.00 -

(ii) Share Holding of Promoters*

Sl No. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share
No. of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares holding during the year
1 Dr.N Mahalingam 145100 0.15 145100 145100 0.15 145100 -
2 Sri M Manickam 1914200 1.99 1654000 1914200 1.99 1654000 -
3 Sri M Balasubramaniam 337325 0.35 200000 337325 0.35 200000 -
4 Sri M Srinivaasan 201000 0.21 200000 201000 0.21 200000 -
5 Smt.M.Mariammal 100 0.00 - 100 0.00 - -
6 Smt.B.Vinodhini 16860 0.02 - 16860 0.02 - -
7 Smt.Karunambal Vanavarayar 205000 0.21 - 205000 0.21 - -
8 Sri. B.K.K.Vanavarayar 5019 0.01 - 5019 0.01 - -
9 Smt.K.Karpagavalli 12000 0.01 - 12000 0.01 - -
10 Sri Shankar Vanavarayar 5000 0.01 - 5000 0.01 - -
11 ABT Limited 67463540 70.12 7509900 67463540 70.12 7509900 -
12 Sakthi Finance Ltd 552833 0.57 - 552833 0.57 - -
13 Sri Chamundeswari Sugars Ltd 1245200 1.29 - 1245200 1.29 - -
Total 72103177 74.94 9709000 72103177 74.94 9709000 -

* Includes Promoter Group

(iii) Change in *promoters' Shareholding (Specify if there is no change)

Shareholding at the beginning of the Year Cumulative Share holding during the year
No. of Shares % of total shares of the company No. of Shares % of total shares of the company
At the beginning of the year 72103177 74.94 72103177 74.94
Date wise increase/decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) No Change
At the end of the year 72103177 74.94 72103177 74.94

* Includes Promoter Group

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Shareholding at the beginning of the Year Cumulative Share holding during the year
Shareholder's Name No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. THE TAMILNADU INDUSTRIAL INVESTMENT CORPORATION LIMITED
At the beginning of the year 495099 0.51 495099 0.51
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 495099 0.51 495099 0.51
2. TAMILNADU INDUSTRIAL DEVELOPMENT CORPORATION LIMITED
At the beginning of the year 424000 0.44 424000 0.44
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 424000 0.44 424000 0.44
3. RICKY ISHWARDAS KIRPALANI
At the beginning of the year 352493 0.37 352493 0.37
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 352493 0.37 352493 0.37
4 MANU GOPALDAS CHHABRIA
At the beginning of the year 188414 0.20 188414 0.20

Date wise increase/decrease in shareholding during the year :

Date Reason No. of shares % Cumulative shares %
23.05.2014 Purchase 9600 0.01 198014 0.21
06.06.2014 Purchase 4500 0.00 202514 0.21
13.06.2014 Sale 300 0.00 202214 0.21
18.07.2014 Purchase 200 0.00 202414 0.21
17.10.2014 Purchase 600 0.00 203014 0.21
07.11.2014 Purchase 500 0.00 203514 0.21
14.11.2014 Purchase 1375 0.00 204889 0.21
31.12.2014 Purchase 425 0.00 205314 0.21
02.01.2015 Purchase 740 0.00 206054 0.21
16.01.2015 Purchase 600 0.00 206654 0.21
23.01.2015 Purchase 900 0.00 207554 0.22
13.02.2015 Purchase 2150 0.00 209704 0.22
20.02.2015 Purchase 3170 0.00 212874 0.22
27.02.2015 Purchase 9799 0.01 222673 0.23
06.03.2015 Purchase 200 0.00 222873 0.23
13.03.2015 Purchase 100 0.00 222973 0.23
20.03.2015 Purchase 10050 0.01 233023 0.24
27.03.2015 Purchase 100 0.00 233123 0.24
At the end of the year 233123 0.24 233123 0.24
5 HARIVALLABH CHANDAK
At the beginning of the year 154000 0.16 154000 0.16
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 154000 0.16 154000 0.16
6 SAKTHI FINANCIAL SERVICES (COCHIN) P LTD
At the beginning of the year 150000 0.16 150000 0.16
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 150000 0.16 150000 0.16
7 KARVY STOCK BROKING LTD
At the beginning of the year 107623 0.11 107623 0.11

Date wise increase/decrease in shareholding during the year :

Date Reason No. of shares % Cumulative shares %
04.04.2014 Sale 5640 0.01 101983 0.11
11.04.2014 Purchase 13980 0.01 115963 0.12
18.04.2014 Sale 7195 0.01 108768 0.11
25.04.2014 Sale 1723 0.00 107045 0.11
02.05.2014 Purchase 288 0.00 107333 0.11
09.05.2014 Sale 2398 0.00 104935 0.11
16.05.2014 Purchase 3498 0.00 108433 0.11
23.05.2014 Purchase 11685 0.01 120118 0.12
30.05.2014 Sale 2381 0.00 117737 0.12
06.06.2014 Sale 321 0.00 117416 0.12
13.06.2014 Purchase 1190 0.00 118606 0.12
20.06.2014 Purchase 2200 0.00 120806 0.13
30.06.2014 Purchase 2444 0.00 123250 0.13
04.07.2014 Sale 1825 0.00 121425 0.13
11.07.2014 Sale 7901 0.01 113524 0.12
18.07.2014 Sale 19245 0.02 94279 0.10
25.07.2014 Purchase 1773 0.00 96052 0.10
01.08.2014 Purchase 2668 0.00 98720 0.10
08.08.2014 Sale 2016 0.00 96704 0.10
15.08.2014 Sale 217 0.00 96487 0.10
22.08.2014 Purchase 1421 0.00 97908 0.10
29.08.2014 Sale 2726 0.00 95182 0.10
05.09.2014 Sale 1792 0.00 93390 0.10
12.09.2014 Purchase 2606 0.00 95996 0.10
19.09.2014 Purchase 238 0.00 96234 0.10
30.09.2014 Purchase 1498 0.00 97732 0.10
03.10.2014 Sale 175 0.00 97557 0.10
10.10.2014 Purchase 1410 0.00 98967 0.10
17.10.2014 Purchase 905 0.00 99872 0.10
24.10.2014 Sale 1822 0.00 98050 0.10
31.10.2014 Purchase 293 0.00 98343 0.10
07.11.2014 Sale 768 0.00 97575 0.10
14.11.2014 Purchase 925 0.00 98500 0.10
21.11.2014 Purchase 5635 0.01 104135 0.11
28.11.2014 Sale 1840 0.00 102295 0.11
05.12.2014 Purchase 3494 0.00 105789 0.11
12.12.2014 Sale 2917 0.00 102872 0.11
19.12.2014 Sale 1225 0.00 101647 0.11
31.12.2014 Sale 1579 0.00 100068 0.10
02.01.2015 Sale 780 0.00 99288 0.10
09.01.2015 Sale 2770 0.00 96518 0.10
16.01.2015 Purchase 25 0.00 96543 0.10
23.01.2015 Sale 2058 0.00 94485 0.10
30.01.2015 Purchase 4393 0.00 98878 0.10
06.02.2015 Sale 1550 0.00 97328 0.10
13.02.2015 Purchase 10362 0.01 107690 0.11
20.02.2015 Purchase 6350 0.01 114040 0.12
27.02.2015 Purchase 514 0.00 114554 0.12
06.03.2015 Purchase 2467 0.00 117021 0.12
13.03.2015 Purchase 696 0.00 117717 0.12
20.03.2015 Purchase 2230 0.00 119947 0.12
27.03.2015 Purchase 3799 0.00 123746 0.13
31.03.2015 Sale 777 0.00 122969 0.13
At the end of the year 122969 0.13 122969 0.13
8 KESWANI HARESH
At the beginning of the year 104222 0.11 104222 0.11
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): No Change
At the end of the year 104222 0.11 104222 0.11
9 TARUN JAIN
At the beginning of the year 100150 0.10 100150 0.10
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 100150 0.10 100150 0.10
10 NANDINI MALIAH
At the beginning of the year 27760 0.03 27760 0.03

Date wise increase/decrease in shareholding during the year :

Date Reason No. of shares % Cumulative shares %
11.04.2014 Purchase 16000 0.02 43760 0.05
25.04.2014 Purchase 5000 0.01 48760 0.05
09.05.2014 Purchase 5000 0.01 53760 0.06

 

Shareholding at the beginning of the Year Cumulative Share holding during the year
Date Reason No. of Shares % of total shares of the company No. of Shares % of total shares of the company
30.05.2014 Purchase 10000 0.01 63760 0.07
13.06.2014 Purchase 5000 0.01 68760 0.07
20.06.2014 Purchase 5000 0.01 73760 0.08
11.07.2014 Purchase 4000 0.00 77760 0.08
18.07.2014 Purchase 2500 0.00 80260 0.08
25.07.2014 Purchase 8500 0.01 88760 0.09
05.09.2014 Purchase 5000 0.01 93760 0.10
21.11.2014 Purchase 5000 0.01 98760 0.10
05.12.2014 Purchase 10000 0.01 108760 0.11
12.12.2014 Purchase 5000 0.01 113760 0.12
19.12.2014 Purchase 5000 0.01 118760 0.12
09.01.2015 Purchase 5000 0.01 123760 0.13
06.02.2015 Purchase 5000 0.01 128760 0.13
At the end of the year 128760 0.13 128760 0.13

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the Year Cumulative Share holding during the year
Sl. No. Shareholder's Name No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1 Dr. N. MAHALINGAM (deceased)
At the beginning of the year 145100 0.15 145100 0.15
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 145100 0.15 145100 0.15
2 Dr. M. MANICKAM
At the beginning of the year 1914200 1.99 1914200 1.99
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 1914200 1.99 1914200 1.99
3 Sri M. BALASUBRAMANIAM
At the beginning of the year 337325 0.35 337325 0.35
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 337325 0.35 337325 0.35
4 Sri M. SRINIVAASAN
At the beginning of the year 201000 0.21 201000 0.21
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 201000 0.21 201000 0.21
5 Sri S.S. MUTHUVELAPPAN
At the beginning of the year 3009 0.00 3009 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 3009 0.00 3009 0.00
6 Sri P.K. CHANDRAN
At the beginning of the year 6424 0.01 6424 0.01
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 6424 0.01 6424 0.01
7 Sri N.K. VIJAYAN
At the beginning of the year 1850 0.00 1850 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 1850 0.00 1850 0.00
8 Sri V.K. SWAMINATHAN
At the beginning of the year 2400 0.00 2400 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 2400 0.00 2400 0.00
9 Sri C. RANGAMANI
At the beginning of the year 500 0.00 500 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 500 0.00 500 0.00
10 Sri S. BALASUBRAMANIAN (Director since 30.9.2014)
At the beginning of the year 23900 0.02 23900 0.02
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 23900 0.02 23900 0.02
11 Sri S. CHANDRASEKHAR (Director since 30.9.2014)
At the beginning of the year 1990 0.00 1990 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 1990 0.00 1990 0.00
12 Sri T.A. GANESH
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 0 0.00 0 0.00
13 Sri K.V. RAMACHANDRAN (Director since 30.9.2014)
At the beginning of the year 100 0.00 100 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) 400 - 400 -
At the end of the year 500 0.00 500 0.00
14 Smt PRIYA BHANSALI (Director since 27.3.2015)
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 0 0.00 0 0.00
15 Sri S. AUDISESHIAH
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 0 0.00 0 0.00
16 M K VIJAYARAGHAVAN
At the beginning of the year 555 0.00 555 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc) No Change
At the end of the year 555 0.00 555 0.00
17 Sri S BASKAR
At the beginning of the year 5000 0.01 5000 0.01
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)
At the end of the year 5000 0.01 5000 0.01

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

( Rs. in Lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 79236.32 21508.45 0 100744.77
ii) Interest due but not paid 8370.78 1178.53 0 9549.31
iii) Interest accrued but not due 136.67 0 0 136.67
Total (i+ii+iii) 87743.77 22686.98 110430.75
Change in Indebtedness during the financial year
Additions 28310.10 4361.22 0 32671.32
Reduction 6790.72 8238.04 0 15028.76
Net Change 21519.38 -3876.82 0 17642.56
Indebtedness at the end of the financial year
i) Principal Amount 94101.90 17733.39 0 111835.29
ii) Interest due but not paid 15098.52 1076.77 0 16175.29
iii) Interest accrued but not due 62.74 0 0 62.74
Total (i+ii+iii) 109263.16 18810.16 0 128073.32

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time director and/or Manager:

( Amount in Rs.)

Name of the MD / WTD / Manager
Sl. No. Particulars of Remuneration M.Manickam M.Balasubramaniam M. Srinivaasan V.K. Swaminathan Total Amount
Executive Chairman Managing Director Joint Managing Director Executive Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1016129 910000 -- 720000 2646129
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 -- -- -- 410000 410000
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 -- -- -- -- --
2 Stock option -- -- -- -- --
3 Sweat Equity -- -- -- -- --
4 Commission -- -- -- -- --
as % of profit -- -- -- -- --
others (specify) -- -- -- -- --
5 Others please specify -- -- -- -- --
Total (A) 1016129 910000 -- 1130000 3056129
Ceiling as per the Act As per the approval of the Central Government As approved by the members --

Note: 1. Remuneration of Dr.M.Manickam Executive Chairman is for the period upto24.10.2014 in terms of the Central Government approval. Central Government's approval isawaited for appointment and payment of remuneration after that date.

2. Remuneration paid to Mr.M.Balasubramaniam Managing Director relates to theprevious financial year as approval of the Central Government was received during the year2014-15. Approval for payment of remuneration from 1.4.2014 is still awaited.

3. Since Sri M.Srinivaasan Joint Managing Director has drawn the remuneration fromother company in which he is a Managing Director upto the ceiling limit he has not beenpaid remuneration in the Company for the previous year. Approval for payment of hisremuneration from 1.4.2014 is awaited.

4. Sri. V.K. Swaminathan Executive Director has been paid minimum remuneration interms of the provisions of the Act and members approval.

B. Remuneration to other directors:

(Amount in Rs.)

Sl. No. Particulars of Remuneration Name of the Directors Total Amount
Independent Directors C.Rangamani S.S. Muthuvelappan P.K.Chandran N.K.Vijayan K.V.Ramachandran S.Chandrasekhar S.Balasubramanian
Mr./Mrs.
(a) Fee for attending board committee meetings 170000 110000 110000 140000 50000 40000 30000 650000
(b) Commission -- -- -- -- -- -- -- --
(c) Others please specify -- -- -- -- -- -- -- --
Total (1) 170000 110000 110000 140000 50000 40000 30000 650000
2 Other Non Executive
Directors Mr./Mrs. Dr. N. Mahalingam B.Elangovan T.A.Ganesh Priya Bhansali
(a) Fee for attending board committee meetings 10000 10000 60000 -- -- -- -- 80000
(b) Commission -- -- -- -- -- -- -- --
(c) Others please specify -- -- -- -- -- -- -- --
Total (2) 10000 10000 60000 0 0 0 0 80000
Total (B)=(1+2) 730000
Total Managerial Remuneration 3786129

1. Non-executive Directors are paid only sitting fees within the prescribed limit.

Overall Ceiling as per the Act.

2. Limits for Executive Directors are given in VI - A above.

C. Remuneration to key Managerial Personnel other than MD/Manager/WTD

(Amount in Rs.)

Key Managerial Personnel
Sl. No. Particulars of Remuneration CEO Company Secretary CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 1772580 1640730 875508 4288818
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 -- 203525 63000 266525
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 -- -- -- --
2 Stock option -- -- -- --
3 Sweat Equity -- -- -- --
4 Commission
- as % of profit -- -- -- --
- others (specify) -- -- -- --
5 Others please specify -- -- -- --
Total 1772580 1844255 938508 4555343

VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/NCLT/Court) Appeal made if any (give details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty Nil
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding

 

On behalf of the Board of Directors
Coimbatore M MANICKAM
8 th August 2015 Executive Chairman

ANNEXURE-C TO THE BOARD'S REPORT

POLICY ON APPOINTMENT AND REMUNERATION

In order to identify attract retain and motivate competent persons a clearrelationship of remuneration to performance and a balance between rewarding short and longterm performance of the Company the Board of Directors of the Company as recommended bythe Nomination and Remuneration Committee has adopted a policy on appointment andremuneration as enumerated in Section 178 of the Companies Act 2013. This policy providesa framework for remuneration of members of the Board of Directors Key ManagerialPersonnel and other employees of the Company.

I. Criteria for selection/appointment of and Remuneration to Non-Executive Directors:

i. Criteria of selection

a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofengineering manufacturing finance accounts taxation agricultural operations andgeneral management.

b. In the case of Independent Directors the candidate in addition to the requirementsunder (a) above should satisfy the criteria of independence as stipulated in theCompanies Act and the Listing Agreement.

c. The NR Committee while recommending a candidate for appointment as a Director shallconsider and get itself satisfied about - the candidate not being disqualified forappointment under Section 164 of the Companies Act 2013.

Attributes/criteria regarding qualification and experience in relevant field.

Personal Professional or business standing

Requirement with respect to Board's diversity

d. In the case of re-appointment the performance evaluation of the Director and hislevel of participation will be considered.

ii. Remuneration to Non-Executive Directors

The Non-Executive Directors are entitled to receive remuneration by way of sitting feesfor each meeting of the Board or Committee of Board attended by them of such sum as may beapproved by the Board of Directors within the overall limits prescribed under theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. They are also entitled for reimbursement of expenses in connectionwith participation in the Board/Committee meetings/ General Meetings.

The Independent Directors of the Company are not entitled for Stock Option Scheme ofthe Company if any.

II. Criteria for selection/appointment of and remuneration to Executive Directors:

i. Criteria of selection/appointment

The NR Committee shall identify persons of integrity having relevant experienceexpertise and leadership quality for appointment for the position of Executive Directorsviz. Executive Chairman Managing Director Joint Managing Director and ExecutiveDirector. The NR Committee shall also ensure that the identified persons also fulfil theconditions like age limit under the Companies Act and other applicable laws if any.

ii. Remuneration

The Executive Directors will be paid such remuneration and perquisites as may bemutually agreed upon at the time of appointment or re-appointment between the Company andthe Executive Directors taking into consideration the profitability of the Company andthe overall limits prescribed under the Companies Act 2013. This remuneration will befurther subject to the approval of the Central Government wherever required.

The remuneration of Executive Chairman Managing Director and the Joint ManagingDirector of the Company consists of fixed remuneration and variable portion by way ofcommission not exceeding 1% of the net profit calculated in accordance with the CompaniesAct 2013. The remuneration of Executive Director consists of only fixed remuneration.

III. Criteria for selection/appointment of and Remuneration to Senior ManagementPersonnel:

Based on the criticality of the role and responsibility of the Key ManagerialPersonnel the NR Committee decides on the required qualifications experience andattributes for the position and on the remuneration based on the industry bench mark andthe current compensation trend in the market. The remuneration consists of fixedcomponents like salaries perquisites and a variable component comprising of annual bonusif declared. Based on the selection criteria laid as above and remuneration the Committeeidentifies persons and recommends to the Board for consideration and appointment.

In respect of other Senior Management Employees and other employees below KMPs theExecutive Chairman/Managing Director is authorised by the Nomination and RemunerationCommittee to fix the remuneration based on the criticality and responsibility of theemployees.

Annual increments are given on time scale basis and further increase to deservingemployees based on performance review.

On behalf of the Board of Directors
Coimbatore M MANICKAM
8 th August 2015 Executive Chairman

ANNEXURE - D TO BOARD'S REPORT

INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT 2013

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

The number of motors or their horse power rating has been reduced wherever possible.

Use of Planetary gear box and VFD motors.

(ii) Steps taken for utilising alternate sources of energy:

Power generated by the Company in its co-generation plants is used.

(iii) Capital investment on energy conservation equipments:

During the year an amount of Rs. 9.50 lakhs has been spent on equipments towardsoptimising the operational efficiency with lesser consumption of energy.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

Adoption of three-tier nursery programme.

Raised bed seedling.

(ii) Benefits derived

Good growth of sugar cane free from disease.

Avoidance of the delay in cultivation on account of delay in preparation of field dueto delay in harvesting or natural calamities.

(iii) In case of imported technology

a. details of technology imported

b. the year of import

c. whether the technology has been fully absorbed

d. if not absorbed areas where absorption has not taken place and reasons thereof

Not applicable

(iv) Expenditure on Research and Development - Rs. 39.61 lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earned Rs. 2161.25 lakhs
Foreign exchange used Rs. 44.07 lakhs

 

On behalf of the Board of Directors
Coimbatore M MANICKAM
8 th August 2015 Executive Chairman

ANNEXURE-E TO THE BOARD'S REPORT

Form No. MR-3

Secretarial Audit Report for the financial year ended 31st March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To the Members of

Sakthi Sugars Limited [CIN: L15421TZ1961PLC000396]

Sakthi Nagar

Erode 638315

We have conducted a Secretarial Audit of the compliance of applicable statutoryprovisions and adherence to good corporate practices by M/s. Sakthi Sugars Limited(hereinafter called "the Company") during the financial year ended 31st March2015 (hereinafter referred to as "the year") in a manner that provided us areasonable basis for evaluating the Company's corporate conducts/statutory compliances andexpressing our opinion thereon.

We are issuing this report based on our verification of the books papers minute booksand other records maintained by the Company forms/ returns filed compliance relatedaction taken by the Company during the year as well as after 31st March 2015 but beforethe issue of this report and the information provided by the Company its officers agentsand authorised representatives during our conduct of the secretarial audit.

We hereby report that:

1. In our opinion during the audit period covering the financial year ended on 31stMarch 2015 the Company has complied with the statutory provisions listed hereunder andalso has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter. The members are requested to readthis report along with our letter of even date annexed to this report as Annexure - A.

2. We have examined the books papers minute books and other records maintained by theCompany and the forms/ returns filed during the year according to the applicableprovisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder.

(ii) The Companies Act 1956.

(iii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder.

(iv) The Depositories Act 1996 and the regulations and bye-laws framed thereunder.

(v) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and External Commercial Borrowings.

(vi) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act 2013 and dealing withclients;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(e) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

(vii)The Listing Agreements entered into by the Company with:

(a) National Stock Exchange of India Limited;

(b) BSE Limited; and

(c) Madras Stock Exchange Limited (upto 14th October 2014).

(viii)The following laws to the extent specifically applicable to the Company:

(a) Essential Commodities Act 1955 and rules/ orders made thereunder

(b) Sugar Development Fund Act 1982 and rules made thereunder

(c) The Sugar Cess Act 1982

(d) Tamil Nadu Distillery Rules 1981

(e) The Tamil Nadu Molasses Control and Regulation Rules 1958

(f) Food Safety and Standards Act 2006 and rules/ regulations made thereunder

(g) The Electricity Act 2003 and the rules made thereunder

3. We are informed that during the year:

(i) There was no other law specifically applicable to the Company compliance with whichwe are required to report on; and

(ii) The Company was not required to comply with the following laws and consequentlynot required to maintain any books papers minute books or other records or file anyforms/ returns under:

(a) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Overseas Direct Investment.

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(c) The Securities and Exchange Board of India (Issue and Listing of Debts Securities)Regulations 2008; and

(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

4. We have not examined compliance with the Secretarial Standards 1 and 2 issued by TheInstitute of Company Secretaries of India as they became applicable only from 1st July2015.

5. During the period under review and also considering the compliance related actiontaken by the Company after 31st March 2015 but before the issue of this report theCompany has to the best of our knowledge and belief and based on the information andexplanations provided to us complied with the provisions of the Acts Rules Regulationsand Agreements mentioned under paragraph 2 above to the extent applicable with regard tomaintenance of books papers minute books or other records or filing of forms/ returns.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-executive Directors and Independent Directors. A woman directorhas also been appointed on the Board effective 27th March 2015. The changes in thecomposition of the Board of Directors that took place during the year were carried out incompliance with the provisions of the Act.

2. During the year:

(i) Adequate notice was given to all directors to schedule the Board Meetings.

(ii) Notice of Board meetings were sent at least seven days in advance.

(iii) Agenda and detailed notes on agenda for Board meetings were sent less than sevendays before the meeting as there was no statutory requirement during the year to send thesame seven days in advance of the meeting.

3. A system exists for directors to seek and obtain further information andclarifications on the agenda items before the meetings and for their meaningfulparticipation at the meetings. Majority decision is carried through. We are informed thatno director has expressed any dissenting views on any of the matters considered by theBoard during the year that were required to be captured and recorded as part of theminutes.

4. The Company has adequate systems and processes commensurate with its size andoperations to monitor and ensure compliance with applicable laws rules regulations andguidelines.

5. During the year under review:

(i) Members have by passing special resolutions at the fifty-second annual generalmeeting held on 30th September 2014 accorded their approval :

(a) under section 180(1)(c) of the Act to borrow upto Rs.1500 crores (apart fromtemporary loans obtained/ to be obtained from the Company's bankers in the ordinary courseof business) over and above of the aggregate of the Company's paid-up capital and freereserves; and

(b) under section 180(1)(a) of the Act to create charge/ mortgage/ hypothecation infavour of lenders/ security trustees on Company's movable and immovable assets present/future assets to secure Company's borrowings and performance of obligations.

(ii) The Company has voluntarily delisted its equity shares from Madras Stock ExchangeLimited with effect from 15th October 2014.

For S Krishnamurthy & Co.
Company Secretaries
K. Sriram
Partner.
Date : 07.08.2015 Membership No: F6312
Place : Coimbatore Certificate of Practice No: 2215

ANNEXURE - A TO SECRETARIAL AUDIT REPORT OF EVEN DATE

To the Members of

Sakthi Sugars Limited [CIN: L15421TZ1961PLC000396]

Sakthi Nagar Erode 638315

Our Secretarial Audit Report (Form MR-3) of even date for the financial year ended 31stMarch 2015 is to be read along with this letter.

1. Maintenance of secretarial records and compliance with the provisions of corporateand other applicable laws rules regulations standards is the responsibility of themanagement of the Company. Our responsibility is to express an opinion on the secretarialrecords produced for audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records.

3. While forming an opinion on compliance and issuing this report we have also takeninto consideration the compliance related action taken by the Company after 31st March2015 but before the issue of this report.

4. We have considered compliance related actions taken by the Company based onindependent legal/ professional opinion obtained as being in compliance with law whereverthere was scope for multiple interpretations especially since the financial year ended31st March 2015 was the first full financial year in which the Companies Act 2013 becameoperational and also on account of the listing agreement with the stock exchangesundergoing major amendments from 1st October 2014.

5. We have verified the records on a test basis to see whether the correct facts arereflected in the secretarial records. We also examined the compliance procedures followedby the Company on a test basis. We believe that the processes and practices we followedprovide a reasonable basis for our opinion.

6. We have verified the payment of fees to statutory/ regulatory authorities. Howeverwe have not verified the correctness and appropriateness of financial records and books ofaccounts of the Company.

7. We have obtained the Management's representation about compliance of laws rules andregulations and happening of events wherever required.

8. Our Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For S Krishnamurthy & Co.
Company Secretaries
K. Sriram
Partner.
Date : 07.08.2015 Membership No: F6312
Place : Coimbatore Certificate of Practice No: 2215