Board of Directorstasugars.in/files/tasl-annual-report-2016-2017.pdf · 2 Thiru Arooran Sugars Limited THIRU AROORAN SUGARS LIMITED CIN: L15421TN1954PLC002915 Regd. Office: "Eldorado"

1Thiru Arooran Sugars Limited

Board

Mr R V TyagarajanChairman and Managing Director

Mr V Thirupathi

Mrs Malathi Ram Tyagarajan

Mr R Vijayaraghavan

of Directors

Chief Financial Officer and Company Secretary

Mr R R Karthikeyan

Bankers● State Bank of India● DCB Bank Ltd● IDBI Bank Ltd● ICICI Bank Ltd● Punjab National Bank● Standard Chartered Bank● UCO Bank● Union Bank of India

Auditors

Registered Office

EIdorado, Fifth Floor,112, Nungambakkam High Road,

Chennai - 600 034CIN: L15421TN1954PLC002915Phones : 2827 6001, 2827 8267

Fax : 044-2827 0470

M/s. S.N.S. AssociatesChartered AccountantsNo. 12, 11th Cross Street, Indira NagarChennai - 600 020.

2 Thiru Arooran Sugars Limited

THIRU AROORAN SUGARS LIMITED

CIN: L15421TN1954PLC002915Regd. Office: "Eldorado" - 5th Floor 112, Nungambakkam High Road, Chennai - 600 034

Website: www.tasugars.in, E-mail id: [email protected]: 044 - 28276001,28270915, Fax : 044-28270470

Noticeto Shareholders

NOTICE is hereby given that the 61st Annual General Meeting of the Shareholders of the Company will beheld at 10.45 A.M. on Saturday, September 30, 2017 at the Mini Hall, The Music Academy Madras, 168T.T.K. Road, Royapettah, Chennai - 600 014, to transact the following business:

ORDINARY BUSINESS:1. Adoption of Financial Statements

To consider and adopt

i) the Audited Standalone Financial Statements of the Company for the year ended March 31, 2017and the Reports of the Board of Directors and Auditors thereon; and

ii) the Audited Consolidated Financial Statements of the Company for the year ended March 31,2017 and the Report of the Auditors thereon.

2. Reappointment of retiring DirectorTo appoint a Director in the place of Mrs Malathi Ram Tyagarajan (DIN 00938836), Director, who retiresby rotation and being eligible offers herself for reappointment.

3. Appointment of Statutory AuditorsTo consider and if deemed fit, to pass the following as an Ordinary Resolution:

RESOLVED THAT pursuant to Section 139,142 and other applicable provisions, if any, of the CompaniesAct,2013, read with the Companies (Audit and Auditors) Rules,2014 (including any statutorymodification(s) or reenactment thereof, for the time being in force), and as recommended by the AuditCommittee and the Board of Directors of the Company, M/s. Guru & Ram, LLP, Chartered Accountants,Chennai, having Firm Registration No. 09723S/S200039 allotted by the Institute of CharteredAccountants of India, be and are hereby appointed as the Statutory Auditors of the Company, to holdoffice for a period of five years from the conclusion of this Annual General Meeting until the conclusionof the 66th Annual General Meeting of the Company, subject to ratification by the Members at everyAnnual General Meeting till the 66th Annual General Meeting , and that the Board of Directors of theCompany be and is hereby authorized to determine the remuneration payable to them on therecommendation of the Audit Committee each year.

SPECIAL BUSINESS:4. Reappointment of Managing Director

To consider and if deemed fit, to pass the following as an Ordinary Resolution:

RESOLVED that pursuant to Section 196 and other applicable provisions of the Companies Act, 2013read with Schedule V or any other amendments thereto or re-enactments thereof and subject to


necessary approval, if any, consent of the Company be and is hereby accorded for the reappointmentof Mr. R V Tyagarajan as the Managing Director of the Company for a period of five years from November01, 2017 on such terms and conditions as per details provided in the Explanatory Statement annexedto this Notice.

5. Reappointment of Independent DirectorTo consider and if deemed fit, to pass the following as a Special Resolution:RESOLVED that pursuant to the provisions of Sections 149 and 152 read with Schedule IV and anyother applicable provisions, if any, of the Companies Act,2013 ('the Act') and the Companies (Appointmentand Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactmentthereof, for the time being in force), Mr. V Thirupathi (DIN-00024627), Independent Director of theCompany who has submitted a declaration that he meets the criteria for independence as providedunder Section 149(6) of the Companies Act, 2013 and who is eligible for reappointment, be and ishereby reappointed as Independent Director of the Company, not liable to retire by rotation, to holdoffice for the second term of five years from the date of this Annual General Meeting (2017) till the dateof the 66th Annual General Meeting (2022) of the Company (both dates inclusive).

6. Ratification of remuneration of Cost AuditorTo consider and if deemed fit, to pass the following as an Ordinary Resolution:RESOLVED that the Company do hereby confirm and ratify, in terms of Section 148 of the CompaniesAct, 2013 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules madethereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force),the remuneration approved by the Board of Directors, on the recommendation of the Audit Committee,for M/s. Vaasan & Co., Cost Accountants, to conduct the audit of the cost records of the Company forthe Financial Year 2017-18 at Rs.75,000/- (Rupees Seventy Five Thousand only), exclusive of traveland out-of-pocket expenses incurred for purpose of such audit.

7. Approval for Mortgage of Immovable Assets of the CompanyTo consider and if deemed fit, to pass the following as a Special Resolution:RESOLVED that the consent of the Company be and is hereby accorded in terms of Section 180(1)(a)and other applicable provisions, if any, of the Companies Act, 2013, to mortgage / or charge by theBoard of Directors of the Company of all the immovable and movable properties of the Company, bothpresent and future, as and by way of pari passu second charge in favour of ICICI Bank Limited / Trusteeof the Lender, to secure the Credit Facility of Rs.8.84 crores (Rupees Eight crores and eighty four lakhsonly) sanctioned by them, together with interest at the agreed rates and other monies payable by theCompany to the Bank in terms of the Agreements entered into/ to be entered into by the Company inrespect of the aforesaid Credit Facility.

RESOLVED FURTHER that for the purpose of giving effect to this resolution, the Board of the Companybe and is hereby authorised to finalise, settle and execute such documents, deeds, writings, papers,and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in itsabsolute discretion deem fit, necessary or appropriate.

By order of the Boardfor THIRU AROORAN SUGARS LIMITED

Place : Chennai R R KarthikeyanDate : August 14, 2017 Company Secretary


NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and voteinstead of himself/herself and the proxy need not be a member of the Company. A Proxy form isattached. Instrument of proxy form for use at the above meeting must be lodged at the RegisteredOffice of the Company, not later than 48 hours before the time fixed for the meeting.

A person can act, as a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than 10% of the total share capital of the company. A member holding more than ten percent ofthe total share capital of the company carrying voting rights may appoint a single person as proxy andsuch person shall not act as proxy for any other person or member.

2. Statement pursuant to Section102 of the Companies Act, 2013, in respect of the appointment of StatutoryAuditors under Item no.3 and the Special Business under Items no.5, 6 and 7 is annexed hereto.

3. Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a statement containing particulars of the Director retiring by rotation/seeking reappointment isattached herewith.

4. Members holding shares in physical form are requested to notify/send details of their bank account,e-mail id etc in case the same has not been furnished earlier or any change in their registered address/e-mail id/NECS mandate/bank details etc., to the Company or its Registrar and Share Transfer Agent(RTA), M/s. Integrated Registry Management Services Private Limited, 2nd Floor, "Kences Towers",No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai - 600 017, quoting their folio numbers.

Members holding shares in demat form are requested to notify/send the aforesaid details to theirrespective Depository Participant (s)

5. In terms of the Circular issued by SEBI, it is mandatory to furnish a copy of PAN card to the Company/RTA in the following cases viz. transfer of shares, deletion of name and transposition of shares andtransmission of shares held in physical form. Shareholders are requested to furnish copy of PAN cardfor all the aforesaid transactions.

6. Pursuant to Regulation 36(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Sections 20,101 and 136 of the Companies Act, 2013, Notice of the AGM along with theAnnual Report for the Financial Year 2016-17 are being sent by electronic mode to those memberswhose e-mail addresses are registered with the Company/Depositories, unless any member hasrequested for a physical copy of the same. For members who have not registered their e-mail addresses,physical copies are being sent by the permitted mode. The Annual Report and the Notice of the61st AGM will also be available on the Company's website www.tasugars.in

7. Voting facilities

i) Remote e-Voting:

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014 as amended vide Companies (Management andAdministration) Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015, the Company is offering e-Voting facility to its members in respectof business to be transacted at the 61st Annual General Meeting which includes remote e-Voting(i.e. voting electronically from a place other than the venue of the general meeting). For this purpose,the Company has entered into an Agreement with National Securities Depository Ltd (NSDL) forfacilitating e-Voting as the Authorised Agency to provide e-Voting process. Instructions and otherinformation relating to remote e-Voting are given infra.


Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 3M/s. S.N.S. Associates, Chartered Accountants shall cease to hold office as the Statutory Auditors of theCompany at the conclusion of this Annual General Meeting. As per Section 139 of the Companies Act, 2013,they are not eligible for reappointment.

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company at theMeeting held on August 14, 2017 have, subject to the approval of the Shareholders of the Company, appointedM/s. Guru & Ram, LLP, Chartered Accountants, Chennai (Firm Registration No.09723S/S200039) as theStatutory Auditors of the Company for a term of five years from the conclusion of this Annual GeneralMeeting until the conclusion of the 66th Annual General Meeting. M/s. Guru & Ram, LLP a reputed Firm ofChartered Accountants, has extensive experience in providing audit and consultancy services to leadingcompanies.

The Company has received consent from M/s. Guru & Ram for their appointment as the Statutory Auditorsof the Company and the requisite Certificate, as required u/s 139 and 141 of the Companies Act, 2013confirming their eligibility for being the Statutory Auditors of the Company.

Memorandum of InterestNone of the Directors/Key Managerial Personnel of the Company or their relatives are, in any mannerconcerned or interested, financially or otherwise, in the Resolution.

The Directors recommend the Resolution for approval by the Shareholders.

Item No. 4Mr. R V Tyagarajan was appointed as Managing Director of the Company initially for a period of 5 years fromNovember 01, 1982 and thereafter has been reappointed for further 5-year terms and accordingly his periodof office expires on October 31, 2017. Pursuant to the recommendation of the Nomination and RemunerationCommittee and keeping in view his expertise and rich experience in the business activities of the Company,the Board of Directors at their Meeting held on August 14, 2017, has reappointed Mr R V Tyagarajan asManaging Director of the Company for a further period of 5 years from November 01, 2017.

It may be noted that Mr. R V Tyagarajan has been reappointed as Chairman and Managing Director of ShreeAmbika Sugars Ltd (SASL) an Associate Company of SASL, for a period of 5 years with effect from April 01,2017 and the terms of remuneration payable to him will be approved by the Shareholders of SASL at theensuing Annual General Meeting to be held on September 27, 2017. Effective April 01, 2002, Mr. Tyagarajanhas opted not to draw any remuneration from Thiru Arooran Sugars Ltd. On the same basis, in view of hisconcurrently holding the position of Chairman and Managing Director, SASL, with full benefits of remuneration,Mr. Tyagarajan will not be claiming any remuneration from the Company.

As per the provisions of Section 196 of the Companies Act, 2013, the appointment of Mr. R V Tyagarajan asManaging Director as aforesaid will be subject to approval by a Resolution of the Shareholders in the GeneralMeeting. The Directors recommend that the Resolution be passed.

ii) The Company also offers the facility for voting through polling paper at the Annual General Meeting.

A shareholder can choose only one of the aforesaid two options.

8. Corporate Members are requested to send a duly certified copy of the Board Resolution authorizingtheir representative to attend the meeting.

9. Members are requested to bring their copies of the Annual Report to the meeting.


This may be treated as an abstract of the terms of service of Mr. R V Tyagarajan, Managing Director,effective November 01, 2017 under Section 196 of the Companies Act.

Memorandum of InterestNo Director other than Mr. R V Tyagarajan and Mrs.Malathi Ram, related to Mr. R V Tyagarajan, is concernedor interested in the Resolution.

Item No. 5Mr. V Thirupathi, a Non-Executive Independent Director of the Company has been appointed underSection 149 of the Companies Act, 2013 for a term of three consecutive years from September 29, 2014being the date of the 58th Annual General Meeting (2014) till the date of the 61st Annual General Meeting(2017) of the Company. Accordingly, his term of office as Independent Director of the Company will expireon the date of the ensuing Annual General Meeting.

A notice has been received from a Member proposing Mr. V Thirupathi for reappointment as an IndependentDirector of the Company. Mr. V Thirupathi, as a finance professional, had held senior positions at ICICI Bankand has wide and varied experience. In the opinion of the Board of Directors of the Company, Mr. V Thirupathifulfills the conditions specified in the Companies Act, 2013 and the Rules prescribed thereunder for hisreappointment as an Independent Director of the Company, for the second term of five years.

Copy of the draft letter of appointment, setting out the terms and conditions, would be available for inspectionby the Members at the Registered Office of the Company at any time during business hours on any workingday. The Board considers that Mr. V Thirupathi's continued association would be of immense value to theCompany and accordingly recommends the Resolution for approval by the shareholders of the Company.

Memorandum of InterestMr. V Thirupathi is interested in the resolution set out as item no.5 of the Notice with regard to his appointment.None of the other Directors or Key Managerial Personnel of the Company or their relatives is, in any wayconcerned or interested, financially or otherwise, in the resolution. This Explanatory Statement may beregarded as a disclosure under Clause 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

Item No. 6The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved theappointment of M/s. Vaasan Co., Cost Accountants, as the Cost Auditor of the Company, to conduct theaudit of the cost records of the Company relating to Sugar and Alcohol for the Financial Year 2017-18, at aremuneration of Rs.75,000/- exclusive of travelling and out-of-pocket expenses.

Pursuant to Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors has tobe ratified by the Shareholders of the Company. Accordingly, ratification of the Shareholders is being soughtfor payment of remuneration as above to M/s. Vaasan Co., Cost Accountants, in terms of the approval of theBoard of Directors.

Memorandum of InterestNone of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way concernedor interested, financially or otherwise, in the resolution.

The Directors recommend the Resolution for approval by the Shareholders.


Item No. 7ICICI Bank Ltd, Chennai has sanctioned Credit Facility of Rs.8.84 crores to meet the Working Capitalrequirements of the Company. As per the terms of sanction, the aforesaid Credit Facility is to be secured,inter alia, by a pari-passu second charge on the whole of the immovable and movable assets of the Company,present and future.

Since mortgaging by the Company of its immovable assets as aforesaid in favour of the Bank may beregarded as the disposal of the Company's assets/undertaking, it is necessary for the Members to pass aSpecial Resolution under Section 180(1)(a) of the Companies Act, 2013 and accordingly the requisite SpecialResolution is proposed for the consent of the Members and the Directors recommend the same for approval.

Memorandum of InterestNone of the Directors or Key Management Personnel of the Company or their relatives is, in any way, concernedor interested financially or otherwise in the resolution.

By order of the Boardfor THIRU AROORAN SUGARS LIMITED

Place : Chennai R R KarthikeyanDate : August 14, 2017 Company Secretary


1. Name Mrs Malathi Ram Tyagarajan

Date of Birth April 26, 1958

Date of Appointment September 19, 1995

DIN 00938836

Experience in specific functional areas Corporate Director

Qualification Graduate in Commerce

Directorships in other listed companies Nil

Chairman/Member of the Committee of the Board of Nomination and RemunerationDirectors of the Company Committee - Member

Finance Committee - Member

Chairman / Member of the Committee of the Board of Audit Committee:Directors of other Companies in which she is a Director Terra Energy Ltd - Member

Finance Committee:Shree Ambika Sugars Ltd - Member

Nomination and RemunerationCommittee:Shree Ambika Sugars Ltd - MemberTerra Energy Ltd - Member

No of shares held in the Company 2,88,072 Equity Shares

Inter-se relationship with any Director Related to Mr R V Tyagarajan,Chairman and Managing Director, as his wife.

Details of Directors seeking reappointment at the Annual General Meeting to be held onSeptember 30, 2017, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015

2. Name Mr. R V Tyagarajan

Date of Birth November 30, 1950

Date of Appointment May 31, 1982

DIN 02266945

Experience in specific functional areas Engineering and Business Management

Qualification Graduate in Chemical Engineering from IIT,Madras and a Master of Science in Managementfrom the Sloan School of Management,M.I.T, (U.S.A.)


Chairman/Member of the Committee of the Board of Share Transfer Committee - MemberDirectors of the Company Finance Committee - Chairman

Audit Committee - Member


Chairman / Member of the Committee of the Board of Audit Committee:Directors of other Companies in which he is a Director Terra Energy Ltd - Member

Shree Ambika Sugars Ltd - MemberFinance Committee:Shree Ambika Sugars Ltd - Chairman

Nomination and RemunerationCommittee:Shree Ambika Sugars Ltd - MemberTerra Energy Ltd - Member

No of shares held in the Company 81,000 Equity Shares. He also holds 9,59,556Equity Shares as Kartha of R V Tyagarajan (HUF)

Inter-se relationship with any Director Related to Mrs Malathi Ram,Director as her husband.

3. Name Mr. V Thirupathi

Date of Birth September 16, 1948

Date of Appointment March 07, 2005

DIN 00026763

Experience in specific functional areas Financial Management

Qualification B.Com., F.C.A., M.F.M


Chairman/Member of the Committee of the Board of Nomination and RemunerationDirectors of the Company Committee - Chairman

Stakeholder RelationshipCommittee - ChairmanAudit Committee - MemberFinance Committee - Member

Chairman / Member of the Committee of the Board of Audit Committee:Directors of other Companies in which he is a Director Terra Energy Ltd - Chairman

Shree Ambika Sugars Ltd - Chairman

Finance Committee:Shree Ambika Sugars Ltd - Member

Nomination and RemunerationCommittee:Shree Ambika Sugars Ltd - ChairmanTerra Energy Limited - Chairman

No of shares held in the Company Nil

Inter-se relationship with any Director Nil


Instructions and other information relating to remote e-Voting

A) Remote e-Voting

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014, as amended vide Companies (Management and Administration) Rules, 2015 andRegulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company is pleased to providethe Members the facility to exercise their right to vote at the 61st Annual General Meeting (AGM) on the resolutionsproposed to be passed thereat by electronic means and the business may be transacted through e-Voting serviceswhich includes remote e-Voting (i.e. voting electronically from a place other than the venue of the general meeting)provided by the National Securities Depository Limited (NSDL).

The following instructions with regard to e-Voting are provided for the Members' information and use:

i) In case of members receiving e-mail from NSDL:a) Open e-mail and open PDF file viz., "Arooran Sugars e-Voting.pdf" with your Client ID or Folio No. as password.

The said PDF file contains your User Id and password / PIN for e-Voting. Please note that the password is an initialpassword.

b) Launch internet browser by typing the following URL:https://www.evoting.nsdl.com/c) Click on "shareholder" - "Login".

d) Key in user ID and password as initial password / PIN noted in step (a) as above. Click "Login".

e) Password change menu appears. Change the password / PIN with new password of your choice with minimum 8digits or characters or a combination thereof. Please take note of the new password. It is strongly recommendedthat you do not share your password with any other person and take utmost care to keep your password confidential.

f) Home page of 'e-Voting' opens. Click on "e-Voting: Active Voting Cycles".

g) Select 'EVEN' of Thiru Arooran Sugars Ltd.

h) Now, you are ready for "e-Voting" as "Cast Vote" page opens.

i) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

j) Upon confirmation, the message "Vote cast successfully" will be displayed.

k) Once you have voted on the resolution, you will not be allowed to modify your vote.

l) Institutional Shareholders (i.e. other than individuals, HUFs, NRIs etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/authority letter etc., together with attested specimen signature of theduly authorized signatory(ies), who are authorized to vote to the Scrutinizer at his e-mail ID - [email protected] a copy marked to [email protected]

m) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and e-Voting usermanual for members available at the "downloads" section of www.evoting.nsdl.com

n) If you are already registered with NSDL for e-Voting, then you can use your existing user ID and password forcasting your vote and there is no need to register once again.

o) You can also update your mobile number and e-mail Id in the user profile details of the folio which may be used forsending future communication(s)

p) The remote e-Voting commences on September 27, 2017 (9.00 A.M,) and ends on September 29, 2017(5.00 P.M.). During this period, shareholders of the Company holding shares in physical form or in dematerializedform as on the cut-off date of September 23, 2017, may cast their vote electronically. The remote e-Voting moduleshall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, theshareholder shall not be allowed to change it subsequently.

q) Persons who acquired shares of the Company and became members of the Company after the despatch of theNotice of the AGM but before the Cut-off date of September 23, 2017 may obtain their user ID and password forremote e-Voting by sending a request at [email protected] However, if you are already registered with NSDL forremote e-Voting then you can use your existing user ID and password for casting your vote. If you forget yourpassword, you can reset your password by using "Forgot User Details / Password" option available onwww.evoting.nsdl.com.


r) The voting rights of shareholders shall be in proportion of their shares of the paid-up equity share capital of theCompany as on the Cut-off date of September 23, 2017. A person, whose name is recorded in the register ofmembers or in the register of beneficial owners maintained by the depositories as on the Cut-off date, i.e. September23, 2017 only shall be entitled to avail the facility of remote e-Voting / voting at the meeting.

ii) In case of Members receiving physical copy of the Notice of AGM(for members whose e-mail IDs are not registered with the Company/Depository Participant(s) or requesting physicalcopy):

a) Initial password is provided at the bottom of the Attendance slip.

b) Please follow all steps from Sl. No. i(b) to (r) above, to cast your vote

B) Voting at AGM1. The Company also offers the facility for voting through polling paper at the meeting. The members as on the Cut-off date

attending the AGM are entitled to exercise their voting right at the meeting if they have not cast their vote by remotee-Voting.

2. Members who have cast their vote by remote e-Voting are also entitled to attend the meeting but they cannot cast theirvote at the AGM.

3. The Chairman will fix the time for voting at the meeting.

C) Scrutinizer:1. The Board of Directors of the Company has appointed Mr R Sridharan (C.P.No.3239) of M/s. R. Sridharan &

Associates, Company Secretaries, Chennai, as Scrutinizer to scrutinize both the remote e-Voting and the physicalvoting process at the meeting in a fair and transparent manner.

2. The Scrutiniser shall, immediately after the conclusion of voting at the General Meeting, first count the votes castat the meeting, thereafter unblock the votes cast through remote e-Voting in the presence of at least two witnessesnot in the employment of the company and make a consolidated Scrutiniser's Report of the total votes cast infavour or against, if any, to the Chairman of the Company.

3. The results shall be declared within two days from the conclusion of the meeting. The results declared along withthe Scrutinizer's Report shall be placed on the Company's website www.tasugars.in and on the website of NSDLimmediately after the result is declared by the Chairman and simultaneously communicated to the Stock Exchanges.

4. Subject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date ofmeeting viz. September 30, 2017.


Route map for the venue of AGM of Thiru Arooran Sugars Limitedto be held on Saturday 30th September, 2017 at 10.45 A.M.


61st Annual Report 2016-17Financial Highlights

($ million)

For the Year 2006-07 2007-08 2008-09 # 2010 2011-12 # 2012-13 2013-14 2014-15 2015-16 2016-17

Profit and Loss Account:

Total Income 3,173.22 3,145.86 7,051.46 4,673.03 5,910.46 3,478.31 1,937.56 2,867.18 2,041.45 2,363.70

Total Expenditure 3,068.29 2,759.40 5,734.05 4,252.98 5,496.68 3,058.67 1,578.67 2,965.46 2,281.46 2,100.67

PBIDT 104.93 386.46 1,317.41 420.05 413.78 419.64 358.88 (98.28) (240.01) 263.03

Interest 191.98 222.44 370.89 276.92 235.40 233.67 452.36 526.51 385.01 260.34

Depreciation 123.25 123.49 169.64 126.52 172.29 138.38 153.99 78.44 77.69 75.98

Profit beforeexeceptional items (210.30) 40.53 776.88 16.61 6.09 47.59 (247.46) (703.23) (702.71) (73.29)

Exceptional Items 8.49 - - - - - - - -

PBT (218.80) 40.53 776.88 16.61 6.09 47.59 (247.46) (703.23) (702.71) (73.29)

Tax (76.51) 25.57 361.46 11.10 (0.28) 23.65 (87.91) (231.00) (501.39) (25.49)

PAT (142.29) 14.95 415.43 27.70 6.38 23.94 (159.55) (472.23) (201.32) (47.80)

EPS (Rs.) (12.57) 1.32 29.37 2.45 0.45 2.12 (14.10) (41.73) (17.79) (4.22)

Balance Sheet:

Gross Block 2,611.26 2,724.28 2,866.21 2,936.18 3,212.54 3,567.94 3,768.53 3,787.74 3,888.43 4,440.42

Net Block 1,401.83 1,409.32 1,382.66 1,331.17 1,436.93 1,658.19 1,707.15 1,749.42 1,772.43 2,248.64

Loan Funds 1,612.26 1,663.59 2,334.54 2,348.90 1,649.75 1,785.04 2,659.62 2,954.31 81.01 844.46

Net Worth 971.20 986.15 1,348.62 1,376.32 1,382.69 1,406.64 1,247.08 758.25 556.94 1,024.06

Book value per Share (Rs) 85.82 87.14 119.17 121.62 122.18 124.30 110.20 67.00 49.21 90.49

# 15 Months


Shareholders’

Date and Venue of Annual General MeetingSaturday, September 30, 2017 at 10.45 A.M. at theMini Hall, The Music Academy Madras, 168 T.T.K. Road,Royapettah, Chennai - 600 014.

Financial CalendarThe Financial Year of the Company is from April to March.Financial Reporting for the Quarter EndedJune 30, 2017 On or before September 14, 2017September 30, 2017 On or before December 14, 2017December 31, 2017 On or before February 14, 2018March 31, 2018 On or before May 30, 2018

Share Price MovementsThe high and low prices of the Company's shares on theNational Stock Exchange and the Bombay Stock Exchangebetween April 2016 and March 2017 are as under:

National Stock Bombay Stock

MonthExchange Exchange

High Low High Low$ $ $ $

April 2016 78.50 57.35 78.65 58.20May 2016 74.25 55.50 74.15 55.25June 2016 118.90 57.80 118.85 58.40July 2016 99.85 82.15 100.15 83.05August 2016 93.00 61.90 94.00 62.00September 2016 76.85 60.70 76.50 60.60October 2016 71.00 60.10 70.40 57.00November 2016 68.80 47.00 69.40 47.30December 2016 59.00 47.00 58.00 46.30January 2017 75.35 57.10 75.40 56.90February 2017 82.50 57.20 82.30 60.30March 2017 71.65 56.20 79.70 56.05

The performance of Company's shares in comparison tobroad-based indices such as BSE SENSEX and NIFTYduring the year are as under:

Opening Closing % RiseApril 2016 March 2017 (Fall)

BSE SENSEX 25301.70 29620.50 17.07NIFTY 50 7718.05 9173.75 18.86TASL Share Price in NSE 63.35 57.70 (8.92)

TASL Share Price in BSE 63.00 57.65 (8.49)

Listing and Trading of Company’s Equity SharesThe Company's Equity Shares are listed on the followingStock Exchanges in India. The Company has paid theannual renewal fees upto March 31, 2018 to all the StockExchanges on which its Equity Shares are listed.

Name and address of the Stock MarketStock Exchange Code Lot

National Stock Exchange Oneof India Ltd THIRUSUGAR EquityExchange Plaza, SharePlot No. C/1, G Block,Bandra - Kurla Complex,Bandra (E), Mumbai 400 051.BSE Limited OnePhiroze Jeejeebhoy Towers 507450 EquityDalal Street, Mumbai 400 001. Share

Dematerialisation of Equity SharesThe trading in the Company's Equity Shares on thespecified Stock Exchanges has to be compulsorily settledin the electronic form by all the investors. The Companyhas entered into tripartite agreement along with theRegistrars and Share Transfer Agents of the Companywith two depositories viz., National Securities DepositoryLimited (NSDL) and Central Depository Services (India)Limited (CDSL).The Equity Shares of the Company have been admittedfor dematerialisation by these depositories with theInternational Securities Identification Number (ISIN) -INE409A01015. Members desiring to know further detailsmay contact the Depositories and the Registrars andShare Transfer Agents of the Company at the followingaddresses:National Securities Depository LimitedTrade World, A Wing, 4

th Floor, Kamala Mills Compound,

Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.Central Depository Services (India) LimitedPhiroze Jeejeebhoy Towers, 16

thFloor,

Dalal Street, Mumbai - 400 001.Registrars and Share Transfer AgentsM/s Integrated Registry Management Services Private Ltd.,2

nd Floor, Kences Towers, No 1, Ramakrishna StreetNorth Usman Road, T. Nagar, Chennai 600 017Tel : 044 - 2814 0801; Fax : 044 - 2814 2479Email :[email protected] Enterprises (India) Ltd has, pursuant to theapproval of the High Court of Madras, demerged its registryrelated business services to a new company, Integrated

information


Registry Management Services Private Limited which hasbeen registered with SEBI as Registrar & Share TransferAgent (R&T Agent). Pursuant to the Agreement dated April15, 2017, entered into between Integrated RegistryManagement Services Private Limited (R&T Agent) andthe Company, the R&T Agent maintains all records relatingto share registry, in terms of both physical andelectronic shareholding as mandated by SEBI vide itsCircular No. D&CC/FITTC/CIR-15/2002 dated December27, 2002.

Share Transfer SystemAs already stated, the Company's shares are traded onthe Stock Exchanges compulsorily in demat mode.

Nomination FacilitySection 72 of the Companies Act, 2013 and the Rules prescribed thereunder viz. Companies (Share Capital and Debentures)Rules,2014 provide for nomination of shares. The shareholders can nominate a person with whom the shares shall vest inthe event of death of the shareholders. The nomination can be made only by individuals holding shares of the Companyeither in sole name or jointly with another (not exceeding one joint holder). The nominee shall be an individual. In the caseof nominee being a minor, he/she may be represented by his/her natural guardian or a Court appointed guardian. Thetransfer of shares in favour of a nominee shall be a valid discharge by the Company against the legal heirs. The nominationshall stand rescinded upon transfer of shares. The nomination by a shareholder can be changed or cancelled at any time bygiving due notice and upon execution of a fresh nomination form. Shareholders holding shares in physical form may filenomination in the prescribed Form SH-13 with the Company's Registrar and Transfer Agent. In respect of shares held indemat form, the nomination form may be filed with the respective Depository Participant.

CommunicationAll share transfers should be forwarded to the Registrars & Share Transfer Agents of the Company. All communicationsshould be forwarded to the Registered Office of the Company, marked to the attention of the Company Secretary. ShareTransfers will normally be registered and returned within 15 days from the date of receipt of correct documents.

Investors' complaints / grievances not resolved within 30 days should be addressed to the Chairman and Managing Directorfor redressal.

30.06.2016 11.07.201630.09.2016 06.10.201631.12.2016 12.01.201731.03.2017 17.04.2017

Reconciliation of Share Capital Audit ReportThe Company has submitted, for each of the 4 quarters during the year 2016-17, the Reconciliation of Share CapitalAudit Report pertaining to reconciliation of Share Capital to the Stock Exchanges in the prescribed format within 30days from the close of the Quarter.

Description Frequency For the Submitted toquarter ended Stock Exchanges on

Share Capital Audit Report to Stock Exchangeon reconciliation of the total admitted capital with QuarterlyNSDL / CDSL and the total issued & listed capital

Therefore, investors/shareholders are requested to kindlynote that physical documents, viz., Demat Request Forms(DRF) and Share Certificates, etc. should be sent by theirDepository Participants (DPs) directly to the ShareTransfer Agents. Any delay on the part of the DPs insending the DRF and the Share Certificates beyond 21days from the date of generation of the Demat RequestNumber (DRN) by the DP will be rejected /cancelled. Thisis being done to ensure that no demat requests remainpending with the Share Transfer Agent beyond a periodof 30 days. Investors / Shareholders should, therefore,ensure that their DPs do not delay sending the DRF andShare Certificates to the Share Transfer Agent aftergenerating the DRN.

Distribution of ShareholdingAs on March 31, 2017 As on March 31, 2016

No. of Equity No. of % of No. of % No. of % of No. of %Shares held Share Share Shares Share Share Share Shares Share

holders holders held holding holders holders held holding1 - 100 4223 63.21 2,25,284 1.99 3731 69.44 2,00,871 1.77101 - 200 784 11.73 1,36,611 1.21 532 9.90 91,361 0.81201 - 500 780 11.67 2,92,181 2.58 470 8.75 1,72,796 1.52501 - 1000 388 5.81 3,17,696 2.81 272 5.06 2,19,282 1.941001 - 5000 404 6.05 9,22,761 8.15 291 5.42 6,50,361 5.755001-10000 55 0.82 3,87,852 3.43 30 0.56 2,13,606 1.8910001 and above 47 0.71 90,34,339 79.83 47 0.87 97,68,447 86.32Total 6681 100.00 1,13,16,724 100.00 5373 100.00 1,13,16,724 100.00


Plant Locations : TirumandankudiPapanasam TalukThanjavur DistrictTamil NaduPincode : 612 301

A. ChitturVirudhachalam TalukCuddalore DistrictTamil NaduPincode : 606 105

Other useful information for Shareholders:In terms of Section 205A of the erstwhile Companies Act,1956, unclaimed equity dividend for the financial year(s) upto1993-94 has been transferred to the General RevenueAccount of the Central Government. Shareholders who haveso far not claimed or collected their dividend for the saidfinancial year(s), may claim the same from the Registrar ofCompanies, Tamil Nadu by submitting an application in theprescribed form.

In terms of Section 205A of the erstwhile CompaniesAct,1956, unclaimed equity dividend for the financial year(s)1994-95, 1995-96, 1996-97, 1997-98, 1998-99 and2005-06 has been transferred to the Investor Education andProtection Fund of the Central Government. In terms ofSection 124 of the Companies Act, 2013, unclaimed equity

dividend for the 15 months period ended December 31,2009, has been transferred to the Investor Education andProtection Fund of the Central Government. It may be notedthat no claims shall lie against the Company in respect ofsuch amounts and no payment shall be made against suchclaims subsequent to the date of the aforesaid transfer.Pursuant to Investor and Education Protection FundAuthority (Accounting, Audit, Transfer and Refund) Rules,2016, the Company has uploaded the details of unpaid andunclaimed dividend lying with the Company as on September30, 2016 (date of the last Annual General Meeting) on thewebsite of the Ministry of Corporate Affairs.

Investor correspondenceAll queries on the Annual Report and other clarificationsmay be addressed to the Compliance Officer at theRegistered Office of the Company

Mr. R R Karthikeyan,Company SecretaryThiru Arooran Sugars Ltd“Eldorado”, 5

th Floor

112, Nungambakkam High RoadChennai - 600 034.Phone : 2827 6001Fax : 2827 0470Email : [email protected]

Categories of Shareholding

As on March 31, 2017 As on March 31, 2016No. of % of No. of % No. of % of No. of %Category Share Share Shares Share Share Share Shares Share

holders holders held holding holders holders held holding

Promoters 8 0.15 70,51,909 62.31 8 0.15 70,51,909 62.31

Mutual Funds 1 0.02 100 0.00 1 0.02 100 0.00

Banks & FinancialInstitutions 2 0.03 2,300 0.02 2 0.04 2,300 0.02

FIIs / FPIs 1 0.01 400 0.00 2 0.04 2,50,400 2.21

Body Corporates 176 2.63 9,70,036 8.57 152 2.83 13,84,079 12.23

Individuals(including clearingmembers and LLPand NBFCs) 6427 96.17 27,88,165 24.65 5171 96.24 20,83,942 18.42

NRIs/OCBs 66 0.99 5,03,814 4.45 37 0.68 5,43,994 4.81

Total 6681 100.00 1,13,16,724 100.00 5373 100.00 1,13,16,724 100.00


Report of the Board of Directors

DearYour Directors present their 61st Annual Report on the working of the Company for the year ended March 31, 2017.

($ in millions)

2016-17 2015-16

Profit / (Loss) before Interest & Depreciation 263.03 (240.01)

Less : Interest and Finance Charges 260.34 385.01

Depreciation 75.98 77.69

Profit / (Loss) before Tax (73.29) (702.71)Less : Provision for Taxation

- Deferred Tax (25.49) (501.39)

Profit / (Loss) after Tax (47.80) (201.32)

Balance brought forward from previous year (499.62) (298.30)

Surplus / (Loss) carried to Balance Sheet (547.42) (499.62)

Dividend :In view of the loss for the year, no dividend is being recommended.

Share Capital :The paid up Equity Share Capital of the Company as on March 31, 2017 was $ 113.17 million. During the year underreview, there was no change in Share Capital.

Company Performance :The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. During the year,the performance of the Sugar Division was impacted by uneconomical realisations on sale of sugar for most part of theyear, apart from lower recovery of sugar. However, thanks to higher alcohol production and reduction in the Interest andFinance Charges, the Company has reported lower Loss after Tax of $ 47.80 million as against $ 201.32 million for theprevious year.

Sugar:The performance of the Sugar Division, as in the previous year, continued to be impacted by severe drought conditionsin the command area of both the sugar mills. The aggregate quantity of sugarcane crushed by both the factories duringthe year was marginally higher at 6.00 lakh MTs as against 5.46 lakh MTs crushed during the previous year. Thecombined sugar recovery was lower at 7.93% as against 8.64% recorded in the previous year.The Government of India had fixed the Fair and Remunerative Price (FRP) of sugarcane for 2015-16 season at $ 2,300/-per MT linked to average recovery of 9.5%, which translated to an FRP of $ 2,300/- per MT for both the Tirumandankudiand the A. Chittur units.

Shareholders,


The Company restricted payment of cane price to $ 2,300/-per MT for both the units, as against the State AdvisedPrice (SAP) of $ 2,750/- per MT linked to average recoveryof 9.5%. However, the Company has borne the entire costof cane transport, the additional burden of which workedout to $ 124/- per MT.As against production of 47,011 MTs of sugar during theprevious year, production for the year under reviewaggregated to 47,504 MTs.

Distillery:During the year under review, alcohol production washigher at 9,719 KL as compared to 4,171 KL during theprevious year. Average realisation on sale of alcohol duringthe year was also higher at $ 46/- per litre as against $ 42/-per litre in the previous year.

Prospects for the 2016-17 season:Sugar:The Government of India has maintained the Fair andRemunerative Price (FRP) of sugarcane for 2016-17season at the same level as in 2015-16 season, viz.,$ 2,300/- per MT linked to average recovery of 9.5%, whichtranslates to an FRP of $ 2,300/- per MT for both theTirumandankudi and the A Chittur units. Thereafter, theGovernment of Tamil Nadu has announced the StateAdvised Price (SAP) for the 2016-17 season at $ 2,750/-per MT linked to average recovery of 9.5%. While so, theWrit Petition filed by the South Indian Sugar MillsAssociation (TN) before the Hon'ble High Court of Madras,seeking quashing of the Government Order fixing StateAdvised Price, is still pending disposal, and likewise, theState Government is yet to respond to the industry'srepresentation for grant of suitable financial reliefs toenable payment of State Advised Price. As such, in theabsence of commensurate sugar realisations andconsidering the reduced cane availability/capacityutilization as well as the decline in sugar recovery due tothe prolonged drought, the private sector sugar mills inthe State have agreed to pay only $ 125/- per MT, overand above the applicable FRP for the 2016-17 season, asagainst $ 450/- per MT advised by the State Government.

The Government of Tamil Nadu has, since constituted, onMarch 20, 2017, a Tripartite Committee comprisingGovernment nominees as well as representatives ofsugarcane farmers and sugar mills to study andrecommend to the Government a methodology for fixingprice for sugarcane based on sharing of revenues derivedtherefrom, between sugarcane farmers and sugar mills. Itis hoped that acceptance of such methodology would onceand for all rationalize the fixation of sugarcane price andobviate the pressure on the State Government to fixunviable State Advised Price.

While so, the severe drought conditions prevailing acrossthe State have not only taken a heavy toll on cane yieldsand cane availability for the 2016-17 season, but alsoseverely impacted planting of cane for supply during the2017-18 season.

Sugar production in the country during the 2016-17 seasonis estimated at 20.30 million MTs and the domestic offtakeis projected at 24.20 million MTs. Considering the openingstock of 7.75 million MTs and imports of 0.50 million MTs,the closing stock is estimated at around 4.35 million MTs.This draw down of 3.40 million MTs in closing stock to thelevel of only 18.0% of offtake, coupled with the expectedbalance between production and consumption in2017-18, has enabled sugar prices to improve to viablelevels.

Distillery:The steep decline in cane crushing in the State, during the2016-17 season, has had a significant impact on molassesand alcohol prices. Since the Company has built upadequate stocks of molasses and is also holding largestocks of alcohol, the performance of the Distillery isexpected to be better compared to the financial year underreview.

Government Policies:During the year under review, the Government of India,apprehending a sharp decline in sugar production in 2016-17 season, scrapped the Minimum Indicative Export Quota(MIEQ) in May 2016, and along with it the ProductionSubsidy scheme. The disentitlement of such subsidy onproduction beyond the date of scrapping of the MIEQ washighly detrimental to sugar mills in Tamil Nadu, which hadalready fulfilled their MIEQ, despite incurring huge losseson exports, even with reference to domestic realizations,in the legitimate expectation of compensatory productionsubsidy. Further, the export window was effectively shutwith the imposition of 20% export duty in June 2016.

Thereafter, the Government of India amended the EximPolicy in April 2017 to permit duty-free import of raw sugarto mitigate the shortfall in sugar availability in certainregions of the country. Accordingly, zonewise Tariff RateQuota (TRQ), aggregating to 500,000 MTs of raw sugar,was allocated pro-rata to quantity applied for by sugar millsin the respective zones.

The introduction of the Goods and Services Tax (GST)with effect from July 01, 2017 has enabled the sugar millsacross the country to have a level playing field in the matterof levy of tax on sugar and its allied products. Under theGST Act, sugarcane is exempt from tax, while sugar,bagasse and pressmud are taxable at 5% and molassesat 28%. Alcohol and Steam are taxable at 18% and 12%respectively.


Subsidiary and Associate Companies:The Subsidiary Company viz. Terra Energy Ltd recorded aturnover of $ 191.52 million and reported a Profit of$ 14.58 million for the year as against a turnover of$ 182.67 million and Profit of $ 7.57 million for the previousyear. The Associate Company viz. Shree Ambika SugarsLtd recorded a turnover of $ 3,742.67 million and reportedLoss before Tax of $ 168.44 million for the year as againsta turnover of $ 3,631.55 million and Loss before Tax of$ 784.63 million for the previous year.

Consolidated Financial Statements:The Consolidated Financial Statements of the Companyprepared, in terms of Section 129 of the Companies Act,2013 read with the Companies (Accounts), Rules, 2014and as per SEBI (Listing of Obligations and DisclosureRequirements) Regulations, 2016, together with a separatestatement containing the salient features of the financialperformance of the Subsidiary and Associate Companiesand the Report of the Auditors thereof, form part of theAnnual Report.

As required under Section 136 of the Companies Act, 2013,the Annual Report of the Company containing itsstandalone and consolidated financial statements and theAnnual Accounts of the Subsidiary Company and therelated detailed information have been placed on thewebsite of the Company: www.tasugars.in.

The audited financial statements of the Subsidiary andAssociate Companies will be available for inspection byany shareholder at the Registered Office of the Companyduring the business hours upto the date of the AnnualGeneral Meeting. A copy of the audited financial statementsof the Subsidiary and Associate Companies will be madeavailable to the shareholders of the Company on receiptof request.

Directors and Key Managerial personnel:i) Pursuant to Section 152 of the Companies Act, 2013,

Mrs Malathi Ram Tyagarajan, Director retires byrotation at the ensuing Annual General Meeting andbeing eligible, offers herself for reappointment.

ii) Mr. R V Tyagarajan was appointed as the ManagingDirector of the Company for a period of 5 years fromNovember 1, 2012 and the appointment was approvedby the Shareholders at the Annual General Meetingheld on July 30, 2012. Accordingly, his present termof appointment will expire on October 31, 2017.The Nomination and Remuneration Committee, at itsMeeting held on August 14, 2017, has recommendedand the Board of Directors, at their Meeting held onthe same day, has approved the reappointment of

Mr R V Tyagarajan for a further period of five yearsfrom November 01, 2017 to October 31, 2022, interms of Schedule V of the Companies Act,2013,subject to the approval of the Shareholders at theensuing Annual General Meeting. The Boardrecommends the reappointment of Mr R V Tyagarajanfor approval by the Shareholders of the Company.

iii) Mr V Thirupathi, a Non-Executive IndependentDirector of the Company, appointed by theShareholders at the 58th Annual General Meeting(AGM) held on September 29, 2014, in compliancewith Section 149 of the Companies Act, 2013, for aterm of three consecutive years from September 29,2014, being the date of the 58th Annual GeneralMeeting, till the date of the 61st Annual GeneralMeeting, will retire on the conclusion of the ensuingAnnual General Meeting.

Mr V Thirupathi, being eligible for reappointment interms of Section 149(10) of the Companies Act, 2013,has consented for his reappointment as IndependentDirector of the Company for a further term of fiveconsecutive years, if appointed at the ensuing AGM.The Nomination and Remuneration Committee andthe Board of Directors at their Meeting held on August14,2017, have recommended for approval by theShareholders of the reappointment of Mr V Thirupathifor a period of five years at the ensuing AGM.

As required under Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015, details of the qualification, age, experience etc. ofMrs Malathi Ram Tyagarajan, Mr R V Tyagarajan andMr V Thirupathi are furnished in the Notice convening theforthcoming Annual General Meeting.

The Company has received declarations from theIndependent Directors confirming that they meet the criteriaof independence as stipulated under Section 149(6) of theCompanies Act, 2013. The Independent Directors werekept fully informed of the Company's operations in all itssegments. Pursuant to Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015, a separate meeting of the Independent Directorswas held, during the year under review, on March 30, 2017.As required u/s 134 of the Companies Act, 2013, the Boardof Directors has evaluated its own performance and theperformance of the various Committees of the Board andalso the Directors individually.

The Board has, on the recommendation of the Nominationand Remuneration Committee, framed a Policy forselection and appointment of Directors and Key ManagerialPersonnel and the criteria for determining qualifications,positive attributes and independence of Directors. Policyon selection of Directors and Remuneration Policy is stated


in the Corporate Governance Report. Five meetings of theBoard of Directors were held during the year and the detailsthereof are given in the Report on Corporate Governance.

Directors' Responsibility statement:Pursuant to Section 134(5) the Directors confirm:i) that in the preparation of the Annual Accounts for the

Year ended March 31, 2017, the applicableaccounting standards have been followed along withproper explanation relating to material departures;

ii) that the Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent, so as to give a true and fair view of the stateof affairs of the Company as on March 31, 2017 andof the Loss of the Company for the year ended onthat date;

iii) that the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords, in accordance with the provisions of theCompanies Act, 2013, for safeguarding the assets ofthe Company and for preventing and detecting fraudand other irregularities;

iv) that the Directors have prepared the annual accountson a going concern basis;

v) that the Directors have laid down internal financialcontrols to be followed by the Company and that thesaid internal financial controls are adequate and areoperating effectively; and

vi) that the Directors have devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems are adequateand operating effectively.

Corporate Governance and Management Discussionand Analysis Reports:The Corporate Governance and Management Discussionand Analysis Reports form an integral part of this Reportand are set out as Annexures I and II to this Report. TheCertificate from the Auditors of the Company, certifyingcompliance of conditions of Corporate Governancestipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, is also annexed to theReport on Corporate Governance.

Fixed Deposits:The Company has discontinued acceptance of depositsfrom the public since April 01, 2014. As on the date of thisReport, the Company has unclaimed deposits aggregatingto $ 0.75 million.

Auditors

Statutory Auditors:M/s. S.N.S. Associates, Chartered Accountants, Chennai,(Firm Registration No.006297S) Statutory Auditors of theCompany, will cease to hold office at the conclusion of theensuing Annual General Meeting pursuant to Section139(2) of the Companies Act, 2013. The Board of Directors

wish to place on record their appreciation of the servicesrendered by them during their tenure since 1993.The Board of Directors on the recommendation of the AuditCommittee, has, subject to the approval of theShareholders at the ensuing Annual General Meetingappointed M/s. Guru & Ram, LLP Chartered Accountants,Chennai (Firm Registration No.09723S/S200039), as theStatutory Auditors of the Company for a term of five years,to hold office from the conclusion of 61st

Annual GeneralMeeting until the conclusion of the 66

thAnnual General

Meeting, subject to ratification of their appointment at everyAnnual General Meeting, as provided under the CompaniesAct, 2013. M/s. Guru & Ram have conveyed theirwillingness for their appointment as Statutory Auditors ofthe Company and have provided the requisite certificate,under Section 141 of the Companies Act, 2013, confirmingtheir eligibility for being the Statutory Auditors of theCompany.The Auditors' Report for the year ended March 31, 2017does not contain any qualification or adverse remark andthe same is attached with the Annual Report.

Cost Auditors:As per the Companies (Cost Records and Audit) Rules,2014, the Company's cost accounting records are subjectto Cost Audit. The Board of Directors, on therecommendation of the Audit Committee, has appointedM/s. Vaasan Co., Cost Accountants, as the Cost Auditor toaudit the cost accounting records maintained by theCompany for the Financial Year 2017-18, on a remunerationof $ 75,000/-, exclusive of reimbursement of travel andout-of-pocket expenses that they may incur in connectionwith the audit. The Company has received certificate fromM/s. Vaasan Co., confirming their eligibility, as requiredunder Section 141 of the Companies Act, 2013. As requiredunder the Companies Act, 2013, a resolution seekingratification of the Shareholders, for payment ofremuneration as above as approved by the Board ofDirectors, is included in the Notice convening the AnnualGeneral Meeting.The Cost Audit Report for the year ended March 31, 2016was filed by the Cost Auditor within the stipulated deadline.

Secretarial Auditors:Pursuant to Section 204 of the Companies Act, 2013, theBoard of Directors has appointed M/s. R Sridharan andAssociates, Practising Company Secretaries, as theSecretarial Auditor, to carry out the Secretarial Audit forthe Financial Year 2016-17. The Secretarial Audit Reportof M/s. R Sridharan and Associates is annexed asAnnexure III to the Report. The said Report does notcontain any qualification or adverse remark. The SecretarialAuditor in his Report has mentioned that there was delayin submitting the audited financial results of the Companyfor the year ended March 31, 2016 to the Stock Exchangesand further that the gap between two meetings of the AuditCommittee held during the year was beyond 120 days.The audited financial results for the FY 2015-16 could not


be submitted within the stipulated period, as the financialresults of the Subsidiary Company and Associate Companywere made available to the Company belatedly. Thoughthe meeting of the Audit Committee was convened withinthe permissible period of 120 days, the Meeting could nottake place for want of prescribed quorum.

Internal Financial Controls and their adequacy:The Company has put adequate systems and proceduresin place to ensure internal financial controls with referenceto financial statements. The Company's internal auditorscarry out regular checks on the adequacy of the internalfinancial controls.

DISCLOSURES:Information on conservation of energy, technologyabsorption, foreign exchange earnings and outgo.Information on conservation of energy, technologyabsorption, foreign exchange earnings and outgo are givenin the Annexure IV to this Report, pursuant to Section134(3)(m) of the Companies Act, 2013 read with theCompanies (Accounts) Rules 2014.

Corporate Social ResponsibilitySection 135 of the Companies Act, 2013 has mandatedcompanies having minimum net worth of $ 500 crores orturnover of $ 1000 crores or a net profit of $ 5 croresduring any financial year to constitute a Corporate SocialResponsibility Committee of the Board. As the Companydoes not meet any of the aforesaid stipulations, it remainsoutside the purview of Section 135 of the Companies Act,2013 and accordingly, is not required to make anydisclosure in terms of the aforesaid Section.

Annual ReturnExtract of Annual Return in the prescribed form is givenas Annexure V to this Report, as required under Section134(3)(a) of the Companies Act,2013 read with theCompanies (Accounts) Rules 2014.

Employees' remunerationThe Company does not have any employee drawingremuneration in excess of the limit specified under Section197 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014. Details, as required under Section 197(12),are given in the Annexure VI to this Report.

Details of Related Party TransactionsAll Related Party Transactions (RPTs) entered into duringthe financial year were on arm's length basis and were inthe ordinary course of business. All RPTs are placed beforethe Audit Committee and the Board for approval. Prioromnibus approval of the Audit Committee is obtained forthe transactions which are foreseeable and repetitive innature. Particulars of contracts or arrangements with RelatedParty referred to in Section 188 (1) of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 isfurnished in Form AOC-2 (Annexure - VII).

Audit CommitteeThe Audit Committee comprises Mr R Vijayaraghavan, asChairman and Mr V Thirupathi and Mr R V Tyagarajan, asMembers.

Details of Loans / Guarantees / Investments madeThe Company has not given any loan or any guarantee ormade any investments during the financial year underreview, in terms of Section 186 of the Companies Act, 2013.Pursuant to the approval accorded by the Shareholders,the Company has, during the under review providedsecurity by pledge of 1,45,52,000 Equity Shares of $ 10/-each fully paid up of Shree Ambika Sugars Ltd (SASL)held by the Company in favour of IBI Trusteeship ServicesLtd, Trustee for the Lenders of the Associate Company,SASL as collateral security for the Credit Facilities extendedto SASL as per the terms of sanction.

Other disclosures:There were no significant or material orders passed by theRegulators or Courts or Tribunals which impact the goingconcern status and the Company's operations in future.There is no change in the nature of business of the Companyduring the year under review. There are no material changesand commitments in the business operations of theCompany during the period from the close of the FinancialYear 2015-16 to the date of this Report.During the year under review, there were no complaints/cases filed pursuant to the provisions of Sexual Harassmentof Women at Workplace (Prevention, Prohibitions andRedressal) Act, 2013.

Acknowledgement :Your Directors wish to place on record their sincere thanksand appreciation to the Shareholders, Sugarcane Growers,Employees, Bankers, and also the Central and StateGovernments for their continued cooperation and support.

On behalf of the Board

R V TyagarajanChairman and Managing Director

August 14, 2017


Mr R V Tyagarajan Promoter, 5 Yes 3 2 –Chairman & Managing Director ExecutiveDIN: 02266945Mrs Malathi Ram Tyagarajan Promoter, 5 Yes 2 1 –DIN: 00938836 Non-ExecutiveMr V Thirupathi Independent, 5 Yes 4 2 2DIN: 00024627 Non- ExecutiveMr R Vijayaraghavan Independent, 5 Yes 8 8 4DIN: 00026763 Non- Executive

Report onCorporate Governance

1. Company’s Philosophy of Corporate GovernanceThe Company believes that sound Corporate Governance is essential for achieving sustainable long term value forall its stakeholders. In furtherance thereof, the Company is firmly committed to the principles of good CorporateGovernance and has consistently endeavoured to practise the same. The tenets of good Corporate Governancecontinue to influence the Company's policies and decisions, and instill the values of transparency, professionalismand accountability in all its dealings.

2. Board of Directors

a) CompositionThe Board comprises the Chairman and Managing Director, and three Non-Executive Directors, of whom twoare Independent Directors. All, except the Managing Director, are Non-Executive Directors and thus constituteone-half of total number of Directors. The Company has one woman director. The Managing Director and theIndependent Directors are not liable to retire by rotation. No inter-se relationship exists between the Directors,except Mr. R V Tyagarajan, Chairman and Managing Director and Mrs. Malathi Ram Tyagarajan, Director whoare related to each other.

b) MeetingsThe meetings of the Board are normally held at the Registered Office of the Company at "Eldorado", 5th Floor,112, Nungambakkam High Road, Chennai - 600 034. During the financial year, five (5) Board Meetings wereheld on June 14, 2016, August 12, 2016, November 14, 2016, January 27, 2017 and February 14, 2017. OneSeparate Meeting of the Independent Directors of the Company was held on March 30, 2017.

Notice for Board Meetings together with agenda and notes on the subjects to be discussed at the Meeting areissued one week in advance. The items on the agenda are backed by comprehensive background informationto enable the Board to take appropriate decisions. In addition to the information required under SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Board is also kept informed of major eventsand approvals are taken wherever necessary. Periodical reports on compliance of applicable laws are placedbefore the meeting and the same is taken on record after discussion. In view of the complexity of the Company'sbusiness, matters requiring immediate approval of the Board are at times tabled at the Meeting with the consentof all the Directors and recorded accordingly. Draft minutes of the Meeting of the Board, prepared by theCompany Secretary, are circulated among the Directors within two weeks of the date of the Meeting and thesame is recorded subject to corrections, if any, based on the comments of the Directors. The Minutes of themeetings as recorded are placed at the succeeding meeting.

The composition of the Board of Directors as on March 31, 2017 and their attendance at the Meetings heldduring the year and at the last Annual General Meeting, as also the number of Memberships on the Board /Board Committees of other Companies as on March 31, 2017 are as follows:

Annexure I to Directors' Report

No. of Attendance Directorship * Committees of other IndianName of Director Category Board at last in other Public Public Limited Companies

Meetings AGM Limitedattended Companies #Membership Chairmanship

* Membership of Audit and Stakeholders' Grievances Committee in Public Limited Companies# Membership includes Chairmanship


c) Reappointment of DirectorMrs Malathi Ram Tyagarajan, retires by rotation at the ensuing Annual General Meeting and being eligible,offers herself for re-election.

d) Independent DirectorsThe Company has two Independent Directors. The Shareholders have at the 58th Annual General Meeting heldon September 29, 2014 approved the appointment of the two Independent Directors in compliance with Section149 of the Companies Act, 2013. The Company has issued a formal letter of appointment to the IndependentDirectors in the manner provided under the Companies Act, 2013 and as per Clause 49 of the Listing Agreementand the terms and conditions of their appointment are disclosed on the Company's website: http://tasugars.in/letter-of-appointment.pdf.Mr. V Thirupathi a Non-Executive Independent Director of the Company will retire at the conclusion of the 61stAnnual General Meeting of the Company. The Resolution proposing the reappointment of Mr. V Thirupathi for afurther term of five years is included in the Notice for approval of the Shareholders of the Company.The additional information relating to the aforesaid Directors, as required under Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, is furnished as part of the Notice convening theAnnual General Meeting.The Independent Directors have confirmed that they satisfy the criteria of independence as stipulated underSection 149(6) of the Companies Act, 2013.The familiarisation process followed by the Company for familiarizing the Independent Directors on their roles,rights, responsibilities in the Company, nature of Industry in which the Company operates, the business modelsof the Company, etc., is disclosed at the website: http://tasugars.in/files/familiarisation-programme-for-independent-directors.pdf

3. BOARD COMMITTEES AND OTHER COMMITTEESa) Audit Committee

The Board of Directors has constituted an Audit Committee comprising three Directors (two Non Executive andone Executive). The Committee met 4 times during the year on June 14, 2016, August 12, 2016, November 14,2016 and February 14, 2017 and attendance of the members at these meetings was as follows:Sl No Name of the Member Category No. of Meetings attended

1. Mr R Vijayaraghavan, Chairman Non Executive Independent 42. Mr. V Thirupathi, Member Non Executive Independent 43. Mr R V Tyagarajan, Member Executive 4

The Audit Committee conforms to Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 in all respects including role and powers, mandatoryreview of the required information, appointment of Statutory Auditors and Cost Auditors. The Audit Committeereviews the Related Party Transactions and the Reports of the Internal Auditor and the Statutory Auditorsperiodically and discusses their findings. The Company Secretary acts as the Secretary to the Committee.Statutory Auditors and Internal Auditors are invited to the Meetings. Minutes of the Meetings of the AuditCommittee are circulated to the Members of the Board and taken note of.Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boardand its Power) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company has established a vigil mechanism for Directors and employees to report

None of the Directors on the Board is a member of more than 10 Committees nor Chairman of more than 5Committees [as specified in Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015)], across all the Public Limited Companies in which they are holding Directorship. Necessarydisclosures have been obtained from all the Directors regarding their Directorships / Committee membershipsand the same have been taken on record by the Board. Details regarding number of Shares held byNon-Executive Directors in the Company are as follows:

Name of the Member Category No. of Shares held in the Company

Mrs. Malathi Ram TyagarajanDIN: 00938836 Promoter, Non-Executive 2,88,072 Equity Shares

Mr. V ThirupathiDIN: 00024627 Independent, Non-Executive –

Mr. R VijayaraghavanDIN: 00026763 Independent, Non-Executive –


genuine concerns to the Audit Committee. The Company has in place a Whistle Blower Policy and vigil mechanismand confirms that no personnel has been denied access to the Audit Committee and its members. The Companyhas not received any compliant during the Financial Year 2015-16.http://tasugars.in/files/whistleblower%20policy%20and%20vigil%20Mechanism.pdf

b) Nomination and Remuneration Committeei) Composition and Terms of Reference

The Board has constituted a Nomination and Remuneration Committee (NRC) and this Committee atpresent consists of Mr. V Thirupathi (Chairman) and Mr. R Vijayaraghavan, both Independent Directors andMrs Malathi Ram Tyagarajan, Non - Executive Director. The terms of reference of the Committee includeformulation of criteria for determining qualifications, positive attributes and independence of a Director andrecommending to the Board, a policy relating to the remuneration of the Directors and Key ManagerialPersonnel and other employees; formulation of criteria for evaluation of Independent Directors and theBoard; devising a policy on Board diversity; identification of persons who are qualified to become Directorsand who may be appointed in Senior Management in accordance with criteria laid down and recommendingto the Board their appointment and approval. No meeting of the Nomination and Remuneration Committeewas held during the year.

ii) Remuneration PolicyThe Company's Remuneration Policy is structured based on the prevailing trends and norms in the sugarindustry. In terms of the provisions of Section 178 of Companies Act,2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015, the Policy on remuneration of Directors, Key ManagerialPersonnel (KMP) and Senior Management has been formulated to ensure equitable remuneration to allDirectors, KMP and employees of the Company. The Policy ensures that:• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

Directors of the quality required to run the Company successfully;• Relationship of remuneration to performance is clear and meets appropriate benchmarks; and• Remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive

pay, reflecting short and long term performance objectives appropriate to the working of the Companyand its goals.

The Remuneration Policy of the Company inter alia includes Policy for appointment and removal of Directors,KMP and Senior Management and their and other employees' remuneration. The NRC shall indentify theperson based on certain fixed norms for appointment as Director and recommend to the Board for his / herappointment. Similar process is followed for appointment of KMP and Senior Management positions. The remuneration of Non-Executive Directors comprises only sitting fees and that of KMP and employeesin the management cadre comprises Fixed Pay (salary and perquisites) and Variable Pay (performancelinked incentive).

iii) Evaluation CriteriaThe NRC has prescribed certain criteria such as, ability to take decisions objectively, guiding the Companyin implementing Corporate Governance, assessment of the performance of the Company and activeparticipation in the affairs of the Company as Board / Committee member for performance evaluation ofDirectors.

c) Remuneration of DirectorsThe remuneration of the Executive Directors is determined by the Board based on the recommendation of theNRC as per the Remuneration Policy of the Company. However, Mr. R V Tyagarajan, Chairman and ManagingDirector does not draw any remuneration from the Company. The Non-Executive Directors do not draw anyremuneration from the Company other than Sitting Fees. Details of Sitting Fees paid to the Non ExecutiveDirectors are as under:

Names of Directors Sitting fees ($)

Mr. V.Thirupathi 1,10,000Mr. R Vijayaraghavan 1,00,000Mrs. Malathi Ram Tyagarajan 60,000

Total 2,70,000

The Company has not had any pecuniary relationships or transactions with any of the Non Executive Directorsduring the year under review.


d) Stakeholders' Relationship CommitteeThe Board has constituted Stakeholders' Relationship Committee which at present consists of the followingIndependent Directors.

Mr V Thirupathi - Chairman

Mr R Vijayaraghavan - Member

All investor complaints which cannot be settled at the level of the Chairman and Managing Director andMr. R R Karthikeyan, Company Secretary & Compliance Officer and M/s Integrated Registry ManagementServices Private Ltd., the Registrar, are forwarded to the Stakeholders Relationship Committee for final settlement.The Company Secretary is the Compliance Officer. No meeting of the Stakeholders' Relationship Committeeheld during the year.

No. of correspondence / queries / complaints received from the Shareholders / Investors fromApril 1, 2016 to March 31, 2017 regarding non-receipt of dividend / non-receipt of sharecertificates sent for transfer / non-receipt of Annual Report etc. 33Not resolved and pending Nil

The Company endeavors to settle all shareholder complaints in the minimum possible time. The average periodof settlement may vary from 7 days to 10 days except in the event of disputed matters/cases, which are keptpending till the same are mutually settled with the shareholders or are finally disposed off by the Courts.

e) Share Transfer CommitteeThis Committee approves and monitors transfers, transmissions, splitting, dematerialisation, rematerialisation,consolidation of securities and issue of duplicate certificates by the Company. The Committee presently consistsof Mr. R V Tyagarajan, Chairman and Managing Director and Mr. R R Karthikeyan, CFO & Company Secretary.The Committee met four times during the year 2016-17. The Company confirms that there were no share transferspending as on March 31, 2017 and that all requests for dematerialisation and re-materialisation of shares as onthat date were confirmed/rejected into the NSDL/CDSL system.Compliance Officer : Mr R R Karthikeyan, Company Secretary

Thiru Arooran Sugars Ltd“Eldorado”, 5th Floor, 112, Nungambakkam High Road, Chennai - 600 034.

f) Finance CommitteeConsidering the increasing complexity of the Company's business and the need to respond quickly to businessexigencies, the Board of Directors has constituted a Finance Committee / Committee of Directors (Finance) onNovember 23, 2006. The terms of reference and Rules for functioning of the Committee have been specified bythe Board. This Committee presently comprises Mr R V Tyagarajan, Chairman and Managing Director,Mr V Thirupathi and Mrs Malathi Ram Tyagarajan, Directors of the Company. The Committee met once during theyear on March 16, 2017.

4. Annual General Meetingsa) The last three Annual General Meetings were held as under:

Whether any specialFinancial Year Date Time Venue resolutions passed2013-14 September 29, 2014 3.00 P.M Obul Reddy Hall, Vani Mahal, No2014-15 December 15, 2015 10.30 A.M. 103 G. N. Chetty Road, Yes2015-16 September 30, 2016 10.15 A.M. Chennai - 600 017 No

During the year under review the Company did not hold any Extraordinary General Meeting or conduct any PostalBallot Voting process for passing of any Resolution.

5. Means of Communicationa) Quarterly results are published in English daily and in a vernacular daily.b) As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the required

documents / information such as quarterly/annual financial results, shareholding pattern, Corporate Governanceand such other matters are available on the Company's website: www.tasugars.inGeneral Shareholder information is given supra to this Report.


6. OTHER INFORMATIONa) Risk Management Framework

The Company has mechanisms in place to inform Board Members about the Risk Assessment and Minimisationprocedures and periodical reviews to ensure that risk is controlled by the Executive Management through themeans of a properly defined framework.

b) Code of ConductThe Company has laid down a Code of Conduct for all the Members of the Board of Directors and SeniorManagement personnel of the Company. It is hereby affirmed that all the Directors and Senior Managementpersonnel have complied with the Code and a confirmation to this effect has been obtained from them.

c) Prevention of Insider TradingThe Company has framed a Code of Conduct for prevention of Insider Trading based on SEBI (Prohibition ofInsider Trading) Regulations,1992. This code is applicable to all Directors/ Officers (including Statutory Auditors)/designated employees. The code ensures prevention of dealing in Company's shares by persons who haveaccess to unpublished price sensitive information. SEBI has notified a new Regulation viz. SEBI (Prohibition ofInsider Trading) Regulations, 2015 which came into force with effect from May 15, 2015. Pursuant to thisRegulation, the Board of Directors have formulated the following Codes which has been uploaded on theCompany's website and the Stock Exchanges informed of the same.i) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; andii) Minimum Standards for Code of Conduct to regulate, monitor and report trading by Insiders.The Company Secretary has been designated as the Compliance Officer for this purpose.

d) Disclosuresi) Disclosures on materially significant related party transactions, i.e. transactions of the Company of

material nature, with its Promoters, the Directors or the Management, their Subsidiaries or relatives,etc. that may have potential conflict with the interests of the Company at large:None of the transactions with any of the related parties were in conflict with the interests of the Company at large.Transactions with related parties are disclosed in Note No.37 of the Accounts in the Annual Report.The policy on dealing with related party transactions are disclosed in the Company's website in the followingweblink: -http://tasugars.in/files/Policy%20on%20Related%20Party%20transactions.pdf

ii) Details of non-compliance by the Company, penalties and strictures imposed on the Company bythe Stock Exchange or SEBI or any statutory authority, on any matter relating to capital markets,during the last three years:The National Stock Exchange of India Ltd and BSE Ltd, in which the Company's Equity Shares are listedhave imposed fine on the Company for the delay in submitting the Financial Results for the fourth quarterand year ended March 31, 2016 within the stipulated time, as prescribed under Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has remitted theaforesaid fine.

iii) The policy for determining 'material subsidiaries' are disclosed in the Company's website in the followingweblink:http://tasugars.in/files/Policy%20on%20Material%20Subsidiaries.pdf



August 14, 2017


Declaration regarding compliance by Board Members and Senior Management Personnelwith the Company's Code of Conduct

This is to confirm that for the financial year ended March 31, 2017, all members of the Board and the Senior ManagementPersonnel have affirmed in writing their adherence to the Code of Conduct adopted by the Company.



August 14, 2017

We, R V Tyagarajan, Chairman and Managing Director and R R Karthikeyan, CFO and Company Secretary ofthe Company hereby confirm and certify that

A. We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2017 andthat to the best of our knowledge and belief:1) These statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;2) These statements together present a true and fair view of the Company's affairs and are in compliance with

existing accounting standards, applicable laws and regulations.B. There are, to the best of our knowledge and belief, no transactions entered into by the entity during the year which

are fraudulent, illegal or violative of the Company's code of conduct.C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have

evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and wehave disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee that:1) No significant changes in internal control have occurred in the financial reporting during the year;2) Significant changes in accounting policies, if any, during the year have been disclosed in the notes to the

Financial Statements; and3) No instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company's internal control system in the financialreporting.

R R Karthikeyan R V TyagarajanDate : August 14, 2017 Chief Financial Officer and Chairman andPlace : Chennai Company Secretary Managing Director


Independent Auditors' CertificateCertificate on compliance with the conditions of Corporate Governance as prescribed under Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ToThe Members of Thiru Arooran Sugars Ltd

We have examined the compliance of conditions of Corporate Governance by M/s.THIRU AROORAN SUGARS LIMITEDfor the year ended 31st March 2017 as stipulated in Regulations 34(3) and Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements ofthe Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has compiled with the conditions of Corporate Governance, as stipulated in the above mentioned ListingRegulations.

We state that no investor grievance is pending for period exceeding one month against the Company, as per therecords maintained by the Shareholders'/ Investors' Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

For S N S AssociatesChartered Accountants

Firm Registration No. 006297S

S NagarajanPartner

Membership No. 20899Chennai : August 14, 2017


ManagementDiscussion and Analysis

COMPANY PROFILEYour Company is engaged in the business of manufactureof Sugar, and Potable/Industrial Alcohol (including Ethanol).The operations are spread across two locations, viz., atTirumandankudi in Thanjavur District and at A. Chittur inCuddalore District. The Management presents its reporton the industry and Company's performance and futureprospects.

INDUSTRY PROFILE:

GLOBAL SCENARIO:In 2016-17, world sugar production recorded its secondconsecutive deficit after 5 consecutive years of surplusproduction and build up of stocks to more than 50% ofconsumption at the end of 2014-15. ISO has estimatedthe 2016-17 deficit at 3.86 million MTs, towards which Indiaalone has contributed a deficit of 4.2 million MTs followinga production decline of 4.9 million MTs. The deficit wouldhave been much larger but for the increase in productionof 1.65 million MTs in the EU, 0.9 million MTs in Russia,0.6 million MTs in China and 1.3 million MTs in Pakistan,aggregating to 4.5 million MTs. Closing Stocks in 2016-17will drop by around 6.0 million MTs to 76.265 million MTs,resulting in stock to consumption ratio of only 44.44%,which would be the lowest since 2010-11 and below thecritical level of 45%

However, the world market is expected to move back intosurplus in 2017-18, with recovery in global production toan all-time high of 179.3 million MTs i.e., an increase ofnearly 12.0 million MTs over 2016-17. The majorcontributors to this increase are expected to be India (4.0- 5.0 million MTs), EU (2.4 million MTs), Thailand ( 2.1million MTs), China (1.2 million MTs) and Brazil (1.2 millionMTs), aggregating to 10.9 - 11.9 million MTs. Consumptiongrowth is projected to be 1.77%, which is only marginallylower than the 10-year average of 1.94%. The estimatesof surplus range upto 6.0 million MTs and this has triggeredheavy selling by the funds which have switched fromsubstantial net long position to a net short position. Henceworld market prices are likely to remain range boundaround the ruling 14 cents level.

WORLD SUGAR BALANCE(mm MTs tel quel)

2013-14 2014-15 2015-16 2016-17

Production 171.39 170.79 166.07 167.77

Consumption 164.59 168.11 171.43 171.63

Surplus/ (Deficit) 6.81 2.68 (5.36) (3.86)

Import Demand 57.96 57.59 59.19 60.12

Export availability 58.02 57.58 58.96 60.23

End Stock 83.97 88.44 82.29 76.27

- % of consumption 51.02 52.61 48.00 44.44

(Source: International Sugar Organisation)

INDIAN SCENARIO:During the 2015-16 sugar season, production registereda sharper decline than anticipated - from 28.31 million MTsin 2014-15 to 25.10 million MTs in 2015-16. With furtherdecline projected for 2016-17, domestic sugar prices turnedbullish breaching the Government's tolerance limit of $ 40/-per kg. at the retail level. This led to the scrapping of theMinimum Indicate Export Quota (MIEQ) and also a levy of20% tax on exports in June 2016, so as to conserve theavailability of sugar in the country. This apart, in order tocurb hoarding and speculative tendencies, stock holdingand stock turnover limits were imposed on the trade inApril 2016, the validity of which has been progressivelyextended till October 2017. Further, stock holding limitswere also imposed on the mills for the months of Septemberand October 2016, to discourage hoarding during thefestival season.

Notwithstanding the aforesaid measures, and thecomfortable 2016-17 opening stock and productionestimates of 7.75 million MTs (revised from 7.08 millionMTs) and 23.40 million MTs respectively, which would havebeen deemed adequate to meet consumption demand ofeven 25.5 - 26.0 million MTs, the bullish trends in the marketcontinued unabated. The market's perception of emergingdeficit was soon vindicated by progressive downwardrevisions in the production estimate, which has finally beenpegged at 20.2 million MTs, i.e., 3.2 million MTs lower than

Annexure II to Directors' Report


the initial estimate. Despite the import of 0.5 million MTsof raw sugar at zero duty under Tariff Rate Quota, and inspite of consumption being estimated at only 24.4 millionMTs (as against 25.6 million MTs in 2014-15 and 24.8million MTs in 2015-16), retail prices are still ruling around$ 45/- per kg., with an upward bias. This is hardly surprisingconsidering that opening stock for 2017-18 is estimated atonly 4.0 million MTs, which works out to only around 16.0%of estimated consumption. Though production in 2017-18is expected to recover to around 25.0 million MTs, thismay, at best, match consumption, and more imports maybe warranted. Thus, sugar prices are more than likely toremain buoyant during the 2017-18 sugar season.

INDIAN SUGAR BALANCE(mm MTs)

2015-16 2016-17 (E)

Opening Stock 9.08 7.75

Production 25.15 20.20Imports – 0.50Total Availability 34.21 28.45Offtake

- Internal 24.80 24.40- Exports 1.70 0.50

Total Offtake 26.45 24.90Closing Stock 7.75 3.55% of Internal offtake 31.26 14.26

Source: ISMA

GOVERNMENT POLICIESSugar:

• During the Financial Year 2016-17, the Government ofIndia took several initiatives to ensure adequateavailability of sugar across the country at reasonableprices, in the face of anticipated sharp decline inproduction during the 2016-17 sugar season;

• Stock holding limit of 500 MTs (1000 MTs in WestBengal alone) and stock turnover limit of 30 daysimposed on traders across the country on April 29,2016, initially for 6 months and then periodicallyextended till October 28, 2017, to arrest hoarding andbullish trends in sugar prices;

• Production Subsidy Scheme linked to the MinimumIndicative Export Quota (MIEQ) Scheme wasterminated on May 19, 2016, followed soon after bythe scrapping of the MIEQ Scheme on June 08, 2016;

• 20% duty on sugar exports was imposed on June 16,2016;

• Direct production of Ethanol from sugarcane juice wasbarred on September 30, 2016; and

• Exim Policy was amended on April 05, 2017 to permitduty free import of 5 lakh MTs of raw sugar under TariffRate Quota (TRQ). Further, this TRQ was apportionedzonewise to address inter-se disparities in sugaravailability, and then allocated pro-rata among applicantsugar mills in the respective zones;

• Apart from the above, the notable policy initiative ofthe Government of India in regard to sugar was thewithdrawal, from April 01, 2017, of the subsidy extendedto all States/Union Territories for sugar sold throughPublic Distribution System, ever since sugar wasdecontrolled on April 01, 2013.

Sugarcane:

• The Government of India has announced Fair andRemunerative Price (FRP) for the 2017-18 season at$ 255/- per quintal linked to average recovery of 9.5%,an increase of 10.87% over the FRP fixed for the2015-16 and 2016-17 seasons.

• The Government of Tamil Nadu notified the StateAdvised Price (SAP) for sugarcane for the 2016-17season unchanged at $ 2,750/- per MT linked toaverage recovery of 9.5% plus $ 100 per MT towardstransport charges. The private sector sugar mills in theState have sought various reliefs, including the waiverof 5% VAT levied on sugar, to enable payment of theSAP, but the Government is yet to respond. In themeantime, the mills have challenged the legality of theSAP, and are paying only an agreed additional price of$ 125/- per MT over the FRP for the sugarcane. TheGovernment of Tamil Nadu has, in March 2017,constituted a Tripar tite Committee, comprisingGovernment nominees and representatives ofsugarcane farmers and sugar mills, to study andrecommend the methodology to the Government forfixing price for sugarcane based on sharing of revenuesderived therefrom. Adoption of such methodology willrationalize cane price fixation and obviate the pressureon the State Government to announce arbitrary andunviable State Advised Price for sugarcane.

Ethanol:

• The Ethanol Blending Programme (EBP) is yet to takeoff in Tamil Nadu, since ethanol producers are unableto participate in the tenders floated by the Oil MarketingCompanies in the absence of adequate allocation ofmolasses by the State Government.


COMPANY PERFORMANCE: SEGMENT-WISEProducts UoM 2015-16 2016-17

SUGAR :Cane Crushed MTs 6,00,048 5,45,870

Sugar Production MTs 47,504 47,011

Sugar Sales

- Domestic MTs 54,761 55,629

- Export MTs - 17,500

- Total MTs 54,761 73,129

Molasses Production MTs 31,930 27,174

ALCOHOL

- Production KL 9,719 4,171

- Sales KL 9,107 5,478Bio Fertilizers

- Sales $ in million 4.30 5.15

RISKS AND CONCERNS:The management cautions that the risks and concernsoutlined herein are by no means exhaustive and merelyhighlight the salient among them. Investors are advised toexercise due diligence in assessing the various risk factorsassociated with the industry and your Company.

The sugar industry in India is highly vulnerable to policyas well as climate induced cyclical fluctuations and hencefraught with several risks of varying magnitude. Some ofthe inherent business risks and the mitigation measuresinitiated therefor by your Company are outlined hereunder:

a) Raw Material Risks:Adequate availability of quality sugarcane and costthereof affects both the sugar as well as the distilleryoperations. While the quality of sugarcane varies withclimatic conditions as well as agronomic practicesadopted by the farmer, the quantum of sugarcaneavailable is determined by the relative attractivenessof sugarcane to the farmer as compared to otherremunerative crops and also the availability ofadequate water for irrigation. Even when adequateground water is available, uninterrupted power supplyfrom the grid is required for pumping such water forirrigation. The cost of sugarcane itself is determinedby the Fair and Remunerative Price fixed by the CentralGovernment and the State Advised Price announcedby State Governments, as also the taxes and dutieslevied on sugarcane. Another major factor affectingsugarcane cultivation is the availability and cost ofharvest labour, which is increasingly becoming ascarce resource due to alternate employmentopportunities.

To mitigate these raw material related risks, yourCompany, besides ensuring a remunerative caneprice, provides subsidies to farmers for drip irrigation,ratoon management, full reimbursement of canetransport cost, and full/part reimbursement of seed/seed transport cost, apart from providing assistancein obtaining crop loans for cultivation. Your Companyalso provides a variety of extension services toeducate the farmers about the latest agronomicpractices, apart from providing assistance for sinkingof borewells, adoption of drip irrigation, mechanisedratoon management and development of link roadinfrastructure. Of late, your Company has givenspecial focus to promotion of mechanisation of allagricultural operations including cane harvesting.Assistance is also provided to farmers for obtainingelectricity connections and loans for sinking of wellsand borewells.

b) Product Risks:Post decontrol, sugar prices are determined by theinterplay of domestic demand and supply as well asGovernment policies on export and import, and theerstwhile controls on sale and distribution of sugarhave been removed. On the other hand, alcohol pricesand distribution continue to be directly or indirectlycontrolled by the State Government to varyingdegrees, especially through regulation of export andimport of molasses and alcohol. The impact ofdomestic and global market forces and regulatorychanges are beyond the control of the Company.

To mitigate these product related risks, your Companyis constantly exploring the possibilities for hedgingsugar price risk in the domestic and internationalcommodity futures markets in respect of domesticsales and exports/imports, respectively, apart fromproviding flexibility in producing and packing tocustomer specifications for export. As regards alcohol,the strategy has been to provide for adequate storagecapacities to enable sale at the opportune time andavoid distress sale.

c) Regulatory Risk:Sugar and alcohol are subject to a range of direct andindirect controls by both the Central and StateGovernments, encompassing the entire gamut ofsugarcane pricing, sugarcane command areareservation, location of new sugar mills, sugar packingand storage, sale and movement of molasses andalcohol, export/import of sugar, molasses and alcoholetc.Such regulatory risks emanate from Government policyand legislation and are beyond the control of theCompany. While your Company complies with all


regulatory requirements, it proactively represents toGovernment both directly and through the industryassociations on various regulatory issues which have asignificant bearing on its operations and future prospects.

d) Financing Risk:Sugar is a seasonal industry requiring storage of thefinished product over an extended period of time,whereas, the cane dues, which constitute nearly65-70% of the cost of production, have to bedischarged within 14 days as per law. Thus, the majorfinancing risk relates to sourcing adequate workingcapital, apart from finding sufficient funds for capitalexpenditure for modernisation and expansion. Relatedthereto are the interest rate risks attached to suchfinancing, which derive from the general movement ofinterest rates in the economy and especially the primelending rate fixed by various Banks and FinancialInstitutions from time to time. Overlaid on these is theadded risk from currency fluctuations in the case ofexports/imports and loans contracted in foreigncurrencies, and consequential risks from any attendanthedging transactions.

To mitigate these risks, your Company, which enjoysa sound reputation and good rating with the Banksand Financial Institutions, strives to focus on low costfinancing options and minimising inventory levels toreduce working capital requirements. Likewise, onlyessential capital expenditures are undertaken and thattoo only after in-depth analysis. Hedging transactionsare undertaken as and when deemed necessary, butonly within prudent limits and constant monitoring andcontrol.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY :Your company has adequate systems and internal controlsto safeguard the assets of the Company and to ensuremaintenance of proper accounting records. Computerisedinformation systems are available to capture, present andanalyse the data for management information and decisionmaking. The Company has successfully implemented an ERPsystem and the same is fully operational now. There is alsoan internal audit system in place which reviews the keybusiness processes and controls and also test checks onroutine transactions and reports deviations. Besides, the AuditCommittee also periodically reviews the functioning of theentire system.

FINANCIAL PERFORMANCE:Please see disclosures in the Directors' Report. Thefinancial performance of the Company is dependent onfactors like cane price fixation, domestic demand supplybalance, Government policies on export/import etc. overwhich it has no control. On account of the increase inprice paid for cane, notwithstanding lower realisation onthe sale of sugar, the Company reported loss for the yearunder review. Reserves and Surplus increased from$ 443.77 million on March 31, 2016 to $ 910.89 million onMarch 31, 2017.

INDUSTRIAL RELATIONS:Industrial relations at your Company continue to be cordial.The Company has continued its efforts to rationalise thedeployment of manpower while ensuring at the same timethat adequate number of professionals is positioned at alllevels and in every discipline. The total manpower employedby your Company aggregates to 502.



August 14, 2017


Secretarial Audit Reportfor the Financial Year ended 31st March, 2017

Annexure III to Directors' Report

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014]

To,

The Members,M/s.Thiru Arooran Sugars Limited,Eldorado Building, 112, Uttamar Gandhi Salai,Nungambakkam, Chennai - 600 034

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by M/s.Thiru Arooran Sugars Limited, [Corporate Identity No. L15421TN1954PLC002915](hereinafter referred to as "Company"). Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Company's books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, duringthe audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under and the Companies Act, 1956 (to the extentapplicable);

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) During the year under review, the Company has not dealt with the matters relating to Foreign Direct Investment,Overseas Direct Investment and External Commercial Borrowings under Foreign Exchange Management Act,1999 (FEMA) and hence, the question of complying with the provisions of FEMA and the rules and regulationsmade there under does not arise;

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

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

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Company has not issued any securities during the year under review and hence the question of complianceof the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 does not arise;

d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance ofthe provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014 does not arise;

e) The Company has not issued any debentures during the period under review, hence the compliance of theprovisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 is not applicable;


f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

g) During the year under review, the Company has not delisted its Securities from any of the Stock Exchangesin which it is listed and hence the compliance of the provisions of the Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009 is not applicable; and

h) The Company has not bought back any Securities during the period under review and hence the question ofcomplying with the provisions of the Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998 does not arise;

Based on the information provided by the Company, its officers and authorised representatives during the conduct ofaudit, and also review of Compliance Certificate(s) issued by the Company Secretary and Internal Audit Reports takenon record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequatesystems and processes commensurate with its size and operations, to monitor and ensure compliance with rules,regulations, guidelines, etc. prescribed under various laws which are applicable to the Company and categorizedunder the following major heads/groups:

a. Factories Act,1948;

b. Acts and rules relating to Sugar industries including The Sugar Cess Act, 1982, The Sugar Development FundAct, 1982, The Sugar(Packing & Marking) Order, 1970, The Sugar Cane Control Order, 1966, The Tamil NaduMolasses Control and Regulation Rules, 1958, The Tamil Nadu Distillery Rules, 1981;

c. Labour laws and other incidental laws related to labour and employees appointed by the Company including thoseon contractual basis as relating to wages, gratuity, prevention of sexual harassment, provident fund, insurance,compensation etc.;

d. Acts relating to consumer protection including The Competition Act, 2002;

e. Acts and Rules prescribed under prevention and control of pollution;

f. Acts and Rules relating to Environmental protection and energy conservation;

g. Acts and Rules relating to explosives, Boilers etc., and

h. Other local laws as applicable to various plants and offices.

We further report that compliance of applicable financial laws including direct and indirect tax laws by the companyhas not been reviewed in this audit since the same has been subject to review by statutory auditors and other designatedprofessionals.

We have also examined compliance with the applicable clauses of the following:

(i) The Secretarial Standards on General and Board Meetings specified by the Institute of Company Secretaries ofIndia.

(ii) The Uniform Listing Agreement entered into with the BSE Limited and the National Stock Exchange of IndiaLimited pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. as mentioned above except to the extent mentioned below:

• The Company had not submitted its annual audited financial results for the year ended 31st March, 2016 within 60days from the end of the Financial Year to the Stock Exchanges in which it is listed in compliance with Regulation33 (3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company hadalso received notices of penalty in this regard from the Stock Exchanges & the same have been paid by theCompany.

• The Audit Committee of the Board of Directors of the Company had met at one instance which was beyond 120days resulting in non compliance with Regulation 18 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

We further report that

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. No change had taken place in the Board of Directors during the period underreview.


This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral part ofthis report.

Annexure A

To,M/s.Thiru Arooran Sugars Limited,Eldorado Building, 112, Uttamar Gandhi SalaiNungambakkam, Chennai - 600 034

Our report of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to

express an opinion on these secretarial records based on our audit.2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about

the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. We believe that the processes and practices, we followed providea reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the company.

For R.SRIDHARAN & ASSOCIATESCompany Secretaries

CS R.SRIDHARANCP No. 3239

Place : Chennai FCS No. 4775Date : 14th August, 2017 UIN : S2003TN063400

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information and clarificationson the agenda items before the meeting and for meaningful participation at the meeting.

All decisions were carried through with the consent of all the Directors/Committee Members present and hence thequestion of recording the dissent of the members does not arise. However, in the minutes of the General Meeting, themembers who voted against have been properly recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the financial year under review the Company has no specific events/ action having amajor bearing on the company's affairs in pursuance of the above referred laws, regulations, guidelines, standards,etc. referred above.

For R.SRIDHARAN & ASSOCIATESCompany Secretaries

CS R.SRIDHARANCP No. 3239

Place : Chennai FCS No. 4775Date : 14th August, 2017 UIN : S2003TN063400


Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo(Section 134(3) (m) of the Companies Act, 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014)

A. CONSERVATION OF ENERGY(i) Steps taken or impact on conservation of energy

The Company has taken various steps for energyconservation and continues to give priority for thesame. Some of the important steps taken are asunder:2 nos. of planetary gear drive system installed forthe crystallizer drive, which has resulted in thepower saving of 14 units per hour.

(ii) Steps taken for utlisation of alternate source ofenergy• Terra Energy Limited, the Subsidiary Company,

operates bagasse based power plants and thepower generated by the plants is used by theCompany for its sugar operations.

• External forced air cooling arrangement byinstalling fan in the place of motor for thechopper motor

(iii) Capital Investment on Energy ConservationEquipmentsNo new investment plan is under consideration inview of the difficult liquidity position of the Companyfor the past few years.

B. TECHONOLOGY ABSORPTION(i) Efforts made towards technology absorption:a) Sugarcane varietal trials have been laid out in the

Company's farm lands at Thirumandangudi unitunder the "Sweet Bloom Project" launched jointlyby ICAR-SBI [Sugarcane Breeding Institute,Coimbatore] and SISMA-TN [South Indian SugarMills Association] to select location specific canevarieties suitable for the agro-climatic conditionspertaining to the delta region.

b) Promotion of seedling planting system for caneplanting through "Sustainable Sugarcane Initiative"scheme by encouraging progressive farmers toproduce SSI seedlings in shade nets for distributionto nearby farmers at subsidized cost under theCompany's seedling subsidy programme, toenhance the area under SSI planting, therebyincreasing the sugarcane yield and quality.

c) Continuous adoption of healthy seed programmeby drawing genetically pure and virus free TissueCulture plantlets and breeder seed canes from theSugarcane Breeding Institute, Coimbatore underCompany sponsored seed nursery subsidyprogramme, to improve the cane productivity andsugar recovery.

Benefits derived:a) Our Thirumandangudi factory has been selected

as the Varietal Testing Centre for the Cauvery Deltaregion and ICAR-SBI, Coimbatore has supplied 20new genotypes for multiplication during July 2016.The trial plot has been raised during February 2017at the factory's captive farm along with 5 localstandard cane varieties for comparison. We arelikely to identify a few promising high sugar varieties[HSV] with good yield and quality performancebesides 2 or 3 short duration cane varieties whichcould be harvested at the age of 8-9 months withoptimum yield and quality.

b) The Company has encouraged farmers forextended coverage of seedling planting systemthrough SSI technique by offering seedling subsidyduring this season and about 250 acres have beenplanted through SSI seedlings. The cropestablishment and stand is excellent and we areplanning to extend this new planting technique inthousands of acres in the ensuing season, whichwill go a long way in increasing the cane productivityand returns to farmers besides stabilizing caneproduction to meet the full capacity requirements.

c) The seed nursery plots raised by drawing virus freeTissue Culture plantlets and breeder seed canesfrom the ICAR-SBI, Coimbatore are healthy andcompletely free from Yellow Leaf Disease [YLD] andhence, we are able to increase the commercialnursery coverage under Co 86032 variety in thefactory command area which is expected to enableus to enhance planted area in the coming seasonand improve the cane yield and sugar recoveryduring 2018-19 season.

(ii) In case of imported technology (imported duringlast three years reckoned from the beginning ofthe financial year 2014-15)Details on technology imported - Nil

(iii) The expenditure incurred on Research andDevelopment$ 1.34 million

C. Foreign Exchange Earnings and Outgo:$ in million

2016-17 2015-16

Foreign Exchange Earnings – 385.06

Foreign Exchange Outgo 125.93 44.21



August 14, 2017

Annexure IV to Directors' Report


Annexure V to Directors' ReportForm No. MGT-9

EXTRACT OF ANNUAL RETURNAs of the Financial Year ended on 31st March, 2017

[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 DETAILSCIN L15421TN1954PLC002915Registration Date July 12, 1954Name of the Company THIRU AROORAN SUGARS LIMITEDCategory/Sub-Category of the Company Public Limited Company - Limited by SharesAddress of the Registered office and Contact details 'Eldorado', 5th Floor, 112 Uthamar Gandhi Salai,

Nungambakkam, Chennai 600 034Phone: 044- 2827 6001, 2827 0915

Whether listed company Yes / No YesName, Address and Contact details of Registrar M/s. Integrated Registry Management Servicesand Transfer Agent, if any Private Limited

2nd Floor, Kences Towers,No.1 Ramakrishna Street, North Usman Road,T. Nagar, Chennai - 600 017Tel : 044-28140801, Fax : 044- 2814 2479Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sl. Name and Description of main products / NIC code of the % to total turnoverNo sevices product / service of the Company1 Sugar 10721 82.292 Alcohol 1101 17.52

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSl. Name and Address Holding / % of ApplicableNo of the Company CIN / GLN Subsidiary / shares SectionAssociate held1. M/s Terra Energy Ltd U40105TN1995PLC030420 Subsidiary 66.19 2(87)

'Eldorado', 5th Floor, 112,Nungambakkam High Road,Chennai 600034.

2. M/s Shree Ambika Sugars Ltd U15421TN1988PLC015660 Associate 36.14 2(6)'Eldorado', 5th Floor, 112,Nungambakkam High Road,Chennai 600034

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year - No. of Shares held at the end of the year - % changeShareholders As on 31st March 2016 As on 31st March 2017 during

Demat Physical Total % of total shares Demat Physical Total % of total shares the yearA. Promoters1) Indian

a Individual / HUF 1,523,478 59,373 1,582,851 13.99 1,523,478 59,373 1,582,851 13.99 –b Central Government – – – – – – – – –c State Governments – – – – – – – – –d Bodies Corporate 5,469,058 – 5,469,058 48.33 5,469,058 – 5,469,058 48.33 –e Banks / Fis – – – – – – – – –f Any other (Specify) – – – – – – – – –

Sub Total A (1) 6,992,536 59,373 7,051,909 62.31 6,992,536 59,373 7,051,909 62.31 –


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (Cond.)i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year - No. of Shares held at the end of the year - % changeShareholders As on 31st March 2016 As on 31st March 2017 during

Demat Physical Total % of total shares Demat Physical Total % of total shares the yearA. Promoters (Contd.)2) Foreign

a NRI - Individuals – – – – – – – – –b Other - Individuals – – – – – – – – –c Bodies Corporate – – – – – – – – –e Banks / Fis – – – – – – – – –f Any other (Specify) – – – – – – – – –

Sub Total A (2) – – – – – – – – –Total shareholding ofPromoter (A)=(A)(1) +(A)(2) 6,992,536 59,373 7,051,909 62.31 6,992,536 59,373 7,051,909 62.31 –B Public Shareholding1) Institutions

a Mutual Funds(includes UTI) – 100 100 – – 100 100 – –

b FinancialInstitutions / Banks 100 2,200 2,300 0.02 100 2,200 2,300 0.02 –

c Central Government – – – – – – – – –d State Governments – – – – – – – – –e Venture capital

Funds – – – – – – – – –f Insurance

Companies – – – – – – – – –g FIIs / FPIs 250,000 400 250,400 2.21 – 400 400 0.00 (2.21)h Foreign Venture

Capital Investorsi Any other (Specify) -

Foreign Banks – – – – – – – – –Sub Total B(1) 250,100 2,700 252,800 2.23 100 2,700 2,800 0.02 (2.21)2) Non-Institutions

a Bodies Corporatei) Indian 1,373,953 10,126 1,384,079 12.23 959,912 10,126 970,038 8.57 (3.66)ii) Overseas 178,866 1,200 180,066 1.59 178,866 1,200 180,066 1.59 –

b Individualsi) Individual Share-

holders holdingNominal ShareCapital uptoRs.1 Lakh 1,031,532 282,290 1,313,822 11.61 1,702,103 271,313 1,973,416 17.44 5.83

ii) Individual Share-holders holdingNominal ShareCapital in excessof Rs.1 Lakh 676,371 – 676,371 5.98 722,828 – 722,828 6.39 0.41

c Others (Specify)- Clearing Members 91,749 – 91,749 0.81 89,069 – 89,069 0.79 (0.02)- Non Resident

Indians 363,828 100 363,928 3.22 323,648 100 323,748 2.86 (0.36)- Limited Liability

Partnership 2,000 – 2,000 0.02 2,850 – 2,850 0.03 0.01Sub Total B(2) 3,718,299 293,716 4,012,015 35.45 3,979,276 282,739 4,262,015 37.66 2.21Total Public Share-holding (B)=(B)(1)+(B)(2) 3,968,399 296,416 4,264,815 37.69 3,979,376 285,439 4,264,815 37.69 –C Shares held by

Custodians for GDRsand ADRs – – – – – – – – –

Grand Total (A)+(B)+(C) 10,960,935 355,789 11,316,724 100.00 10,971,912 344,812 11,316,724 100.00 –


ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year Sl. Shareholder's Name % change No. No. of % of total % of Shares No. of % of total % of Shares in share

Shares Shares of Pledged / Shares Shares of Pledged / holding duringthe Company encumbered the Company encumbered the year

to total shares to total shares1 Mrs.Neela Tyagarajan 59,373 0.52 0.00 59,373 0.52 0.00 0.002 M/s. Venkatesa Tyagarajan Pvt. Ltd. 2,682,600 23.71 23.70 2,682,600 23.71 23.70 0.003 Mr. Venkateswaran V T 194,850 1.72 0.00 194,850 1.72 0.00 0.004 Mr. Tyagarajan R V - HUF 959,556 8.48 0.00 959,556 8.48 0.00 0.005 Mr. Tyagarajan R V 81,000 0.71 0.00 81,000 0.71 0.00 0.006 Mrs. Malathi Ram 288,072 2.55 0.00 288,072 2.55 0.00 0.007 M/s. Madan Capital Market Ltd. 100 0.00 0.00 100 0.00 0.00 0.008 M/s. Mustang Trading &

Investments Pvt. Ltd. 2,786,358 24.62 18.85 2,786,358 24.62 18.85 0.00Total 7,051,909 62.31 42.55 7,051,909 62.31 42.55 0.00

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

Sl. NameShareholding at the beginning of the year Cumulative Shareholding during the year

No. No. of % of total shares of No. of % of total shares ofShares the Company Shares the Company

1 KSK WIND ENERGY PRIVATE LIMITEDOpening Balance as on 01-04-2016 364418 3.22No change in shareholding during the yearClosing Balance as on 31-03-2017 364418 3.22

2 UTTAM KANTILAL PANDHIOpening Balance as on 01-04-2016 233000 2.06No change in shareholding during the yearClosing Balance as on 31-03-2017 233000 2.06

3 SHREE KRISHNA AGRO INDUSTRIAL SERVICES PRIVATE LIMITEDOpening Balance as on 01-04-2016 0 0.0023-12-2016 208500 1.84Closing Balance as on 31-03-2017 208500 1.84

4 THOR INVESTMENTS LIMITEDOpening Balance as on 01-04-2016 178866 1.58No change in shareholding during the yearClosing Balance as on 31-03-2017 178866 1.58

5 AKHTAR BANU ALTALIBOpening Balance as on 01-04-2016 152298 1.35No change in shareholding during the yearClosing Balance as on 31-03-2017 152298 1.35

6 PISTA BAIOpening Balance as on 01-04-2016 0 0.0010-03-2017 27444 0.24 27444 0.2417-03-2017 34421 0.30 61865 0.5524-03-2017 17122 0.15 78987 0.70Closing Balance as on 31-03-2017 78987 0.70

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) : NIL


iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)(Contd.)



7 VELLAIAPPAN KUMARAPPANOpening Balance as on 01-04-2016 10000 0.0924-06-2016 -4657 (0.04) 5343 0.0515-07-2016 5281 0.05 10624 0.0909-09-2016 3500 0.03 14124 0.1216-09-2016 6787 0.06 20911 0.1823-09-2016 4000 0.04 24911 0.2228-10-2016 23500 0.21 48411 0.4304-11-2016 12000 0.11 60411 0.5311-11-2016 7500 0.07 67911 0.60Closing Balance as on 31-03-2017 67911 0.60

8 JAIN COMMODITY BROKING PVT. LTD.Opening Balance as on 01-04-2016 65541 0.58No change in shareholding during the yearClosing Balance as on 31-03-2017 65541 0.58

9 SHCIL SERVICES LIMITEDOpening Balance as on 01-04-2016 2000 0.0208-04-2016 -1800 (0.02) 200 0.0015-04-2016 100 0.00 300 0.0022-04-2016 -221 (0.00) 79 0.0013-05-2016 721 0.01 800 0.0103-06-2016 -17 (0.00) 783 0.0110-06-2016 5715 0.05 6498 0.0617-06-2016 -3587 (0.03) 2911 0.0324-06-2016 -2711 (0.02) 200 0.0030-06-2016 922 0.01 1122 0.0101-07-2016 4345 0.04 5467 0.0508-07-2016 -2014 (0.02) 3453 0.0322-07-2016 -3423 (0.03) 30 0.0029-07-2016 19 0.00 49 0.0019-08-2016 3406 0.03 3455 0.0326-08-2016 -3390 (0.03) 65 0.0002-09-2016 860 0.01 925 0.0116-09-2016 419 0.00 1344 0.0123-09-2016 -345 (0.00) 999 0.0130-09-2016 -989 (0.01) 10 0.0007-10-2016 -9 (0.00) 1 0.0014-10-2016 427 0.00 428 0.0021-10-2016 3044 0.03 3472 0.0328-10-2016 -3295 (0.03) 177 0.0004-11-2016 5993 0.05 6170 0.0525-11-2016 -5870 (0.05) 300 0.0002-12-2016 1124 0.01 1424 0.0109-12-2016 -1346 (0.01) 78 0.0023-12-2016 122 0.00 200 0.0030-12-2016 41054 0.36 41254 0.3606-01-2017 -39814 (0.35) 1440 0.0113-01-2017 5601 0.05 7041 0.0620-01-2017 4166 0.04 11207 0.1003-02-2017 -10607 (0.09) 600 0.0110-02-2017 1975 0.02 2575 0.0217-02-2017 -1818 (0.02) 757 0.0124-02-2017 3536 0.03 4293 0.0410-03-2017 8472 0.07 12765 0.1131-03-2017 38149 0.34 50914 0.45Closing Balance as on 31-03-2017 50914 0.45


iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)(Contd.)



10 B RAGHURAMA KAMATHOpening Balance as on 01-04-2016 10000 0.0908-04-2016 12796 0.11 22796 0.2015-04-2016 22204 0.20 45000 0.4022-04-2016 5000 0.04 50000 0.4403-06-2016 1783 0.02 51783 0.4610-06-2016 -1783 (0.02) 50000 0.4424-06-2016 10000 0.09 60000 0.5330-06-2016 10000 0.09 70000 0.6208-07-2016 10000 0.09 80000 0.7122-07-2016 15000 0.13 95000 0.8429-07-2016 5000 0.04 100000 0.8819-08-2016 11545 0.10 111545 0.9926-08-2016 -1000 (0.01) 110545 0.9802-09-2016 -545 (0.00) 110000 0.9709-09-2016 500 0.00 110500 0.9816-09-2016 -1129 (0.01) 109371 0.9723-09-2016 -4428 (0.04) 104943 0.9330-09-2016 -4943 (0.04) 100000 0.8814-10-2016 9772 0.09 109772 0.9721-10-2016 228 0.00 110000 0.9704-11-2016 3830 0.03 113830 1.0118-11-2016 13000 0.11 126830 1.1225-11-2016 5193 0.05 132023 1.1702-12-2016 -1424 (0.01) 130599 1.1509-12-2016 -1000 (0.01) 129599 1.1523-12-2016 6602 0.06 136201 1.2030-12-2016 -36201 (0.32) 100000 0.8831-03-2017 -50000 (0.44) 50000 0.44Closing Balance as on 31-03-2017 50000 0.44

v) Shareholding of Directors and Key Managerial Personnel

Name Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. of Shares % of total shares of the Company No. of Shares % of total shares of the Company

Mr R V Tyagarajan 81,000 0.71 81,000 0.71

Mrs Malathi Ram 288,072 2.55 288,072 2.55


B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of Directors1. Independent Directors Mr V Thirupathi Mr R Vijayaraghavan

Fee for attending board committee meetings 1,10,000 1,00,000Commission – –Others if any, specify – –Total (1) 1,10,000 1,00,000

2. Other Non-Executive Directors Mrs. Malathi RamFee for attending board committee meetings 60,000 –Commission – –Others if any, specify – –Total (2) 60,000 –Total (1+2) 2,70,000Total Managerial Remuneration Nil

Overall Ceiling as per the Act No Remuneration for the Managing DirectorOnly Sitting Fees for others

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Mr R V Tygarajan, Chairman and Managing Director does not draw any remuneration from the Company

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits TotalParticulars excluding deposits Loans IndebtednessIndebtedness at the beginning of the financial yeari) Principal Amount 947.75 50.00 – 997.75ii) Interest due but not paid 8.44 – – 8.44iii) Interest accrued but not due 0.94 – – 0.94Total (i + ii + iii) 957.13 50.00 – 1,007.13Change in Indebtedness during the financial year- Addition – 150.00 – 150.00- Reduction 135.00 50.00 – 185.00Net Change (135.00) 100.00 – (35.00)Indebtedness at the end of the financial yeari) Principal Amount 820.15 150.00 – 970.15ii) Interest due but not paid 1.40 – – 1.40iii) Interest accrued but not due 0.58 – – 0.58Total (i + ii + iii) 822.13 150.00 – 972.13

($ million)

C. Remuneration to Key Managerial Personnel other than MD / Manager / Whole-time Director ($ lakhs)Sl. Particulars of Remuneration Key Managerial PersonnelNo. Chief Financial Officer and Company Secretary1 Gross salary

(a) Salary as per provisions contained in Sec 17(1) of the Income Tax Act,1961 33.42(b) Value of perquisites u/s 17(2) of the Income-tax Act,1961 2.50(c) Profits in lieu of salary under Section17(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 35.92

VII.PENALTIES/PUNISHMENT / COMPOUNDING OF OFFENCES:None. However, the Company has paid fine to the National Stock Exchange of India Ltd and BSE Ltd, for the delayin the submission of the Financial Results for the last quarter and year ended March 31, 2016


Annexure VI to Directors' ReportParticulars pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

i) The ratio of the remuneration of each director to the median employee's remuneration for the financial year and suchother details:Directors are not paid any remuneration except sitting fees for attending the Meetings of the Board and the Committeesthereof.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, CompanySecretary or Manager, if any, in the financial year:

Name Designation % of increaseMr R V Tyagarajan Chairman and Managing Director He does not draw remuneration from the CompanyMr R R Karthikeyan CFO and Company Secretary Nil

iii) The percentage increase in the median remuneration of employees in the financial year:Percentage varies between 5% to 7.5%

iv) The number of permanent employees on the rolls of company as on March 31 2017:457

v) Average percentile increase already made in the salaries of employees' other than the managerial personnel in thelast financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and any exceptional circumstances for increase in the managerial remuneration:Increase in remuneration for employees was in the range of 5% to 7.5% and for KMP the increase was nil for theyear.

vi) It is affirmed that remuneration is as per the Remuneration Policy of the Company.


Annexure VII to Directors' ReportForm No. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referredto in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactionsunder third proviso thereto.

1. Details of material contracts or arrangements or transactions not at arm's length basis:

NIL

2. Details of material contracts or arrangements or transactions at arm's length basis:

a) Name(s) of the Related Party and nature of relationship

Terra Energy Ltd (TEL) - Subsidiary Company.

Shree Ambika Sugars Ltd (SASL) - An Associate company.

b) Nature of the contracts / arrangements / transactions

Purchase or sale of goods and services.

This covers supply of bagasse in exchange for steam and power besides other supplies and services.

c) Duration of the contracts / arrangements / transactions

All are ongoing contracts and open ended and terminable by mutual consent by either party.

d) Salient terms of the contracts / arrangements / transactions

The Company enters into transactions with its Subsidiary and Associate Companies for purchase or sale ofgoods and services from time to time as may be warranted by exigencies of business. The price and valuedetermined thereafter are driven by market related considerations.

e) Date of approval by the Board, if any.

Not applicable

f) Amount paid as advance, if any.

As mutually agreed.



August 14, 2017


Independent Auditors’

Report of the Auditors

ReportTo

The Members ofThiru Arooran Sugars Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financialstatements of THIRU AROORAN SUGARS LIMITED("the Company"), which comprise the Balance Sheet asat 31st March 2017, the Statement of Profit and Loss andthe Statement of Cash Flows for the year then ended anda summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the StandaloneFinancial StatementsThe Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of theseStandalone financial statements that give a true and fairview of the financial position, financial performance andcash flows of the Company in accordance with theaccounting principles generally accepted in India, includingthe Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies:making judgements and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation andpresentation of the financial statements that give a trueand fair view and are free from material misstatement,whether due to fraud or error.

Auditors' ResponsibilityOur responsibility is to express an opinion on theseStandalone financial statements based on our audit.We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which are

required to be included in the audit report under theprovisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend onthe auditor's judgement, including the assessment of therisks of material misstatement of the financial statements,whether due to fraud or error. In making those riskassessments, the auditor considers internal financialcontrol relevant to the Company's preparation of thefinancial statements that give a true and fair view in orderto design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing anopinion on whether the Company has in place an adequateinternal financial control system over financial reportingand the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of theaccounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors,as well as evaluating the overall presentation of the financialstatements.We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the Standalone financial statements.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidStandalone financial statements give the informationrequired by the Act in the manner so required and give atrue and fair view in conformity with the accountingprinciples generally accepted in India:

a. In the case of the Balance Sheet of the state of affairsof the Company as at 31st March 2017;

b. In the case of Statement of Profit and Loss of its Lossfor the year ended 31st March 2017; and

c. In the case of the Cash Flow Statement, of the CashFlows for the year then ended.




S NagarajanPartner

Membership No. 20899Chennai : May 27, 2017

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2016 ("the Order"), as amended, issued by the CentralGovernment of India in terms of sub-section(11) ofsection 143 of the Act, we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and4 of the Order.

2. As required by section 143(3) of the Act, we reportthat:

a. we have sought and obtained all the informationand explanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit.

b. in our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.

c. the Balance Sheet, the Statement of Profit and Lossand the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d. in our opinion, the aforesaid (Standalone) financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations receivedfrom the Directors as on March 31, 2017 taken onrecord by the Board of Directors, none of theDirectors is disqualified as on March 31, 2017 frombeing appointed as a Director in terms ofSection 164(2) of the Act.

f. With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness ofsuch controls, refer to our separate Report in"Annexure B".

g. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:

1. The Company has disclosed the impact ofpending litigations on its financial position in itsfinancial statements - Refer Note 28 and 33 tothe Standalone financial statements;

2. The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses;

3. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund by theCompany; and

4. The Company has provided requisitedisclosures in the Standalone FinancialStatements as to holding as well as dealings inSpecified Bank Notes during the period from8th November 2016 to 30th December 2016 andthese are in accordance with the books ofaccounts maintained by the Company. ReferNote 29 of the Standalone FinancialStatements.


1. a. The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

b. The Fixed Assets have been physically verifiedby the Management during the year and nomaterial discrepancies were noticed on suchverification. In our opinion, the periodicity of theverification is reasonable having regard to the sizeof the Company and the nature of its assets.

c. According to the information and explanationsgiven to us, the title deeds of immovable propertiesare held in the name of the Company.

2. The Management has conducted physical verificationof inventories at reasonable intervals and on the basisof information and explanations given to us and therecords produced to us, no material discrepancieswere noticed on such verification.

3. The Company has not granted any loans, secured orunsecured to companies, firms, limited liabilitypartnerships or other parties covered in the registermaintained under Section 189 of the Companies Act,2013.

4. In our opinion and according to the information andexplanations given to us, in respect of investmentsmade by the Company and the provision ofGuarantee/Security for loans taken by the SubsidiaryCompany and the Associate Company, the Companyhas compiled with the provisions of Section 185 and186 of the Companies Act, 2013 as applicable.

5. The Company has not accepted deposits from thepublic.

6. The Central Government has prescribed themaintenance of cost records under sub-section(1) ofSection 148 of the Companies Act, 2013, and suchrecords and accounts have maintained. However weare not required to and have not carried out anydetailed examination of such accounts and records.

7. (a) According to the information and explanationsgiven to us and on the basis of our examinationof the records of the Company, the amountsdeducted/accrued in the books of accounts inrespect of undisputed statutory dues includingprovident fund, employees state insurance, excise,income tax, sales tax, value added tax, duty ofcustoms, service tax, cess and other statutorydues have been regularly deposited during theyear by the Company with the appropriate

authorities, though there has been delay in theremittance of cane cess, value added tax, exciseduty during the year. The details of statutory duesoutstanding as at 31st March 2017 for a period ofmore than six months from the date they becamepayable is as under:Details AmountCane Cess $ 84,53,337

(b) There are no dues of income tax, sales tax, valueadded tax, duty of customs, excise, service tax,cess or other statutory dues that have not beendeposited on account of any dispute except thefollowing:

Name Nature Amount Forum whereof the Statute of the dues $ dispute is pending

Central Excise Cenvat on materials 17,86,537 Central Excise andAct, 1944 and penalty Service Tax

Appellate Tribunal,Chennai

Finance Act, 1994 Service tax on goods 3,63,998 Supreme Courttransport

Finance Act, 1994 Service tax on goods 2,42,904 Supreme Courttransport

Tamil Nadu General Waiver of purchase 10,25,97,189 High Court ofSales Tax Act, 1959 tax on cane Madras

Tamil Nadu General Purchase tax 8,43,950 DeputySales tax Act, 1959 on cane Commissioner,

(CT), (Appeals)

Income tax Act, Income tax 33,291 Commissioner of1961 Income tax

(Appeals)

Finance Act, 1994 Service tax on Cane 10,47,14,986 Central Excise andharvesting charges Service Tax


Income tax Act, Tax and interest for 7,95,96,970 Income Tax1961 Assessment year Appellate Tribunal

2010-11

Income tax Act, Tax and interest for 2,50,15,710 Commissioner of1961 assessment year Income Tax

2013-14 (Appeals)

Finance Act, 1994 Service tax on cane 25,19,555 Central Excise andtransport Service Tax


"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF THIRU AROORAN SUGARS LIMITED




S NagarajanPartner


8. The Company has not defaulted in the repayment ofdues to banks, financial institutions or debentureholders. However, delays had been noticed inpayment of interest and repayment of principal.

9. The Company has not raised moneys by way of initialpublic offer or further public offer (including debtinstruments). As per the records of the Company,the term loans availed during the year were appliedfor the purposes for which those are raised.

10. As per the records of the Company and according tothe information and explanations given to us, nofrauds by the Company or its Officer or employeeshave been noticed or reported during the year.

11. As explained to us, the Company has not paid/provided any remuneration to its Managing Directorexcept Sitting Fees to the Directors.

12. The Company is not a nidhi Company.

13. In our opinion, all transactions with related partiesare in compliance with Section 177 and 188 of theCompanies Act, 2013 and the details have beendisclosed in the financial statements as required bythe applicable Accounting Standard.

14. Based upon the audit procedures performed and theinformation and explanations given to us by theManagement, the Company has not made anypreferential allotment or private placement of sharesor fully or partly convertible debentures during theyear under review.

15. Based on the audit procedures performed and theinformation and explanations given to us, theCompany has not entered into any non-cashtransactions with the Directors or persons connectedwith the Directors.

16. In our opinion, the Company is not required to beregistered under section 451A of the Reserve Bankof India Act, 1934.


Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")

We have audited the internal financial controls overfinancial reporting of THIRU AROORAN SUGARSLIMITED ("the Company") as of 31st March 2017 inconjunction with our audit of the standalone financialstatements of the company for the year ended on thatdate.

Management's Responsibility for Internal FinancialControls

The Company's management is responsible forestablishing and maintaining internal financial controlsbased on the internal control over financial reportingcriteria established by the Company considering theessential components of internal control stated in theGuidance Note on Audit of Internal Financial Controlsover financial reporting issued by the Institute of CharteredAccountants of India. These responsibilities include thedesign, implementation and maintenance of adequateinternal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of itsbusiness, including adherence to company's policies, thesafeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness ofthe accounting records, and the timely preparation ofreliable financial information, as required under theCompanies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on theCompany's internal financial controls over financialreporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing, issuedby ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicableto an audit of internal financial controls, both applicableto an audit of Internal Financial Controls and, both issuedby the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting wasestablished and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system over financial reporting and theiroperating effectiveness. Our audit of internal financialcontrols system over financial reporting included obtainingan understanding of internal financial controls overfinancial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the designand operating effectiveness of internal control based onthe assessed risk. The procedure selected depend onthe auditor's judgment, including the assessment of therisk of material misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over FinancialReporting

A Company's internal financial control over financialreporting is a process designed to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statements for externalpurposes in accordance with generally acceptedaccounting principles. A Company's internal financialcontrol over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the Assets of theCompany (2) provide reasonable assurance thattransactions are recorded as necessary to permitpreparation of financial statements in accordance withgenerally accepted accounting principles, and thatreceipts and expenditures of the company are being madeonly in accordance with authorizations of managementand directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of thecompany's assets that could have a material effect onthe financial statements.

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of THIRU AROORAN SUGARS LIMITED


Inherent Limitations of Internal Financial ControlsOver Financial ReportingBecause of the inherent limitations of internal financialcontrols over financial reporting, including the possibilityof collusion or improper management override of controls,material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluationof the internal financial controls over financial reportingto future periods are subject to the risk that the internalfinancial control over financial reporing may becomeinadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures maydeteriorate.

Opinion

In our Opinion, the company has, in all material respects,an adequate internal financial controls system overfinancial reporting and such internal financial Controlsover financial reporting were operating effectively as atMarch 31, 2017, based on the internal control overfinancial reporting criteria established by the Companyconsidering the essential components of internal controlstated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Instituteof Chartered Accountants of India.



S NagarajanPartner


51

AnalysisBalance Sheet

The Company does not have any securities, which areoutstanding for conversion into equity shares. 45.06 percent of the equity capital consists of bonus shares issuedby the capitalisation of reserves.

ReservesReserves as on March 31, 2017 stands at $ 911 million.The book value per share as on March 31, 2017 was$ 90.49.

Debt ProfileLong Term DebtAs on March 31, 2017 the long term loan outstanding is$ 188.52 million. The cost of the borrowing works out to14.15 per cent and the repayment period works out toless than 3 years. The Debt Equity ratio as on March 31,2017 was 0.42.

Gross BlockThe total gross block, including capital work in progressand capital expenditure on projects as on March 31, 2017aggregated to $ 4440.42 million. Capital work in progressrepresents normal capital expenditure and this expenditurewill be capitalised and transferred to gross block duringthe current financial year.

InvestmentsInvestments include a sum of $ 1062 million made inShree Ambika Sugars Limited and Terra Energy Limited.Most of the other investments represent investments inequity shares. The Company proposes to reduce otherinvestments by a process of disinvestment at theappropriate time.

Current AssetsInventories constitute 77.92 per cent of the CurrentAssets. Finished goods (sugar) account for 31.56 per centof the Inventories.

Loans and AdvancesLoans and Advances consists of advances/interimpayment to farmers, adhoc tax payments, amount paidto suppliers on capital account etc.

Current LiabilitiesSundry creditors comprise mainly trade creditors, canesuppliers' balances, suppliers of capital equipment andinstalments of Term Loans due within one year. In addition,the Company had also borrowed a sum of $ 755.54 millionfrom the Consortium of Banks under the Cash Creditfacility.

Equity Capital

The Company's Equity Capital as on March 31, 2017 stands $113.17 million. The movement in the Company's Equitysince 1985 is as under:

Year No.of Shares Paid-up Capital Remarks($ in million)

1985 6,00,000 6.00

1988 6,00,000 12.00 Bonus Issue @ 1 : 1

1990 45,00,000 57.00 Bonus Issue @ 15 : 4

1990 16,38,750 73.38 Public Issue of 16,38,750 shares at a premiumof $ 15/- per share as per prospectus datedMay 28, 1990

1994 8,50,000 81.88 Preferential allotment of 8,50,000 shares to FIIsat a price of $ 260/- per share

October '96 4,12,869 86.01 Preferential allotment of 4,12,869 shares toPromoters at a price of $ 165/- per share

February '97 21,50,405 107.52 Rights Issue of 21,50,405 equity shares at aprice of $ 90/- per share as per Letter of Offerdated December 7, 1996.

March '06 5,64,700 113.17 Preferential allotment of 5,64,700 shares toPromoters at a price of $ 137.38 per share.

Thiru Arooran Sugars Limited

52

($ in million)

BALANCE SHEET

Note As at As at No. March 31, 2017 March 31, 2016

EQUITY AND LIABILITIES

1 Shareholders’ Fundsa) Share Capital 2 113.17 113.17b) Reserves and Surplus 3 910.89 443.77

2 Non-Current Liabilitiesa) Long Term Borrowings 4 88.92 197.40b) Other Long Term Liabilities 5 2,005.89 2,225.01c) Long Term Provisions 6 8.44 8.48

3 Current Liabilitiesa) Short Term Borrowings 7 755.54 612.70b) Trade Payables 8 2,252.07 1,367.75c) Other Current Liabilities 9 484.76 493.05d) Short Term Provisions 10 61.33 75.72

TOTAL 6,681.01 5,537.05

ASSETSNon-Current Assets

1 a) Fixed Assets 11i) Tangible Assets 2,160.99 1,690.72ii) Intangible Assets 1.32 2.28iii) Capital work-in-progress 86.33 79.43

b) Non Current Investments 12 1,064.66 1,064.11c) Deferred Tax Assets (net) 13 469.23 443.73d) Long Term Loans and Advances 14 383.50 389.29

2 Current Assetsa) Inventories 15 1,959.88 1,136.89b) Trade Receivables 16 81.38 123.80c) Cash and cash equivalents 17 50.72 132.58d) Short Term Loans and Advances 18 375.54 369.91e) Other Current Assets 19 47.46 104.31

TOTAL 6,681.01 5,537.05

Significant Accounting Policies 1See accompanying Notes forming part of the Financial Statements

Vide our Report of even date attached

For SNS Associates On behalf of the BoardChartered AccountantsFirm Registration No. 006297S

S Nagarajan R R Karthikeyan V Thirupathi R V TyagarajanPartner Chief Financial Officer and Director Chairman andMembership No. 20899 Company Secretary Managing DirectorChennai, May 27, 2017


53

($ in million)

STATEMENT OF PROFIT AND LOSS

Note Year ended Year ended No. March 31, 2017 March 31, 2016

CONTINUING OPERATIONS

I. Revenue from Operations (Gross) 20 2,412.27 2,084.01

Less : Excise Duty 106.11 51.37

Revenue from Operations (Net) 2,306.16 2,032.64

II. Other income 21 57.54 8.81

III. Total Revenue (I + II) 2,363.70 2,041.45

IV. Expenses:

Cost of Materials consumed 22 1,468.27 1,243.58

Purchases of Stock-in-Trade 0.07 0.12

Changes in Inventories of Finished goodsand Work-in-progress 23 165.27 568.21

Employee Benefits Expense 24 148.65 153.51

Finance Cost 25 260.34 385.01

Depreciation and Amortisation Expense 75.98 77.69

Other Expenses 26 318.41 316.04

Total Expenses 2,436.99 2,744.16

V. Profit / (Loss) Before Tax ( III-IV) (73.29) (702.71)

VI. Tax Expenses:

1) MAT Credit – (165.10)

2) Deferred Tax (25.49) (336.29)

VII Profit / (Loss) After Tax from Conitinuing Operations(V-VI) (47.80) (201.32)

VIII.Earnings per Equity Share (Ref. Note no. 38)

1) Basic ($) (4.22) (17.79)

2) Diluted ($) (4.22) (17.79)

See accompanying Notes forming part of the Financial Statements





54

accounting policies1. Significant

GeneralThe accompanying Financial Statements have been prepared on the Historical Cost Convention, other than Landwhich has beeen revalued.

Fixed Assets & DepreciationFixed Assets other than Land are stated at cost. Land has been revalued as at January 01, 2017 based on the market /guideline value as considered appropriate and the resultant increase is added to the Revaluation Reserve.

All the Fixed Assets have been depreciated on Straight Line Method. Consequent to the notification of Schedule II of theCompanies Act, 2013 effective April 01, 2014, the Company has estimated the useful life of the Fixed Assets based ontechnical evaluation and on the basis of such evaluation the useful life of Factory Buildings and Plant and Machinery islonger than the useful life specified in the Schedule II. The unamortised value of Fixed Assets as at April 01, 2014 hasbeen depreciated over the remaining useful life.

Investments Investments are stated at cost. The diminution in the market value of such investments is not recognised unless suchdiminution is considered permanent.

Modvat credit on Capital GoodsModvat credit on capital goods is calculated and accounted for by way of diminution in the value of the concernedcapital goods.

Valuation of Inventories

• Stores and Sundry Stocks, Fertilizers and Insecticides, Bought out Raw Materials and Stock-in-process arevalued at lower of cost or net realisable value.

• By products are valued at estimated realisable value.

• Tools and Implements and Crops under cultivation are valued at lower of cost or net realisable value.

• Paddy is valued at selling rates.

• Finished goods are valued at lower of cost or estimated realisable value and are inclusive of appropriateExcise Duty.

• Cost of finished goods and work-in-progress includes cost of conversion and other costs incurred in bringing theinventories to the present location and condition. The cost of energy from Terra Energy Limited under a barterarrangement by supply of bagasse has been considered as part of conversion and, hence, included in the valueof Inventory.


55

Foreign Currency transactionsA) Transactions denominated in Foreign Currency are recorded at the exchange rate prevailing on the date of

transaction. All Monetary Assets and Liabilities outstanding at the year end are restated using the closing rate.Resultant exchange difference is recognised as income or expenditure in that period.

Income and Expenditure Recognition• Income is recognised and expenditure is accounted for on their accrual.

• Under the barter agreement with the Subsidiary Company, Terra Energy Limited, Bagasse is supplied in exchangefor Steam and Power received within the agreed norms. Consequently, no entries are passed in Financial Booksfor the value of Power and Steam received within the agreed norms and utilised for the Sugar Division operationsof the Company. However Steam is charged at cost for consumption by sugar division more than the agreednorms and for Steam utilised for activities other than cane crushing operations of the Sugar Division. Similarmethod is adopted in respect of power supplied by Terra Energy Limited.

Borrowing CostsBorrowing costs that are attributable to the acquisition of or construction of qualifying assets are capitalized as part ofthe cost of such assets. A qualifying Asset is one that necessarily takes substantial time to get ready for its intendeduse. All other borrowing costs are charged to revenue.

Employee Benefits

a) Short Term Employee Benefits

Short term Employee Benefits are charged at the undiscounted amount to the Statement of Profit and Loss inthe year in which related service is rendered.

b) Defined Contribution Plan

Contribution to defined contribution schemes towards retirement benefit in the form of Provident Fund andSuperannuation Fund for the year are charged to the Statement of Profit and Loss as incurred.

c) Defined Benefit Plan

Liabilities in respect of defined benefit plans are determined based on actuarial valuation made by an independentActuary using Projected Unit Credit method as at the Balance Sheet date. Actuarial gains or losses are recognisedimmediately in the Statement of Profit and Loss.

Terminal benefits are recognised as expenses as and when incurred.

Impairment of Fixed AssetsConsideration is given at each Balance Sheet date to determine whether there is any indication of impairment on thecarrying amount of the Company's Fixed Assets. If any such indication exists, an asset's recoverable amount is estimated.Impairment loss is recognised whenever the carrying amount of an asset exceeds recoverable amount.


56

Forming part of the Financial Statements

NOTES

As at As atMarch 31, 2017 March 31, 2016

2. SHARE CAPITAL

Authorised

35,000,000 (P.Y.: 35,000,000) Redeemable Cumulative PreferenceShares of Rs 10/- each 350.00 350.00

15,000,000 (P.Y.: 15,000,000) Equity Shares of Rs.10/-each 150.00 150.00

500.00 500.00

Issued, Subscribed and Paid up

11,316,724 (P.Y.: 11,316,724) Equity Shares of Rs.10/-each fully paid 113.17 113.17

Total 113.17 113.17

a) Reconciliation of the number of Shares:

Equity As on March 31, 2017 As on March 31, 2016No of shares Amount No of shares Amount

Shares outstanding as onApril 1, 2016 11,316,724 113.17 11,316,724 113.17

Shares outstanding as onMarch 31, 2017 11,316,724 113.17 11,316,724 113.17

b) List of Shareholders holding more than 5% of the total number of Shares issued by the Company :

As on March 31, 2017 As on March 31, 2016No of % of No of % of

Name of the share holder Shares held Shareholding Shares held Shareholding

1. Mr R V Tyagarajan (HUF) 959,556 959,556Mr R V Tyagarajan (Individual) 81,000 81,000

Total 1,040,556 9.19 1,040,556 9.19

2. M/s. Venkatesa TyagarajanPrivate Ltd 2,682,600 23.71 2,682,600 23.71

3. M/s Mustang Trading andInvestments Private Ltd 2,786,358 24.62 2,786,358 24.62

Terms attached to Shares:

Equity Shares

The Equity Shares have a par value of $ 10/-each. Each holder of Equity Share is entitled to one vote per share.

The dividend, when proposed by the Board of Directors, is subject to approval of the Shareholders in the ensuingAnnual General Meeting. Repayment of capital on liquidation will be in proportion to the number of Equity Sharesheld.

($ in million)


57


NOTES

3. RESERVES & SURPLUS

a. Capital Reserves

As per the last Balance Sheet 0.14 0.14

b. Capital Redemption Reserve


c. Revaluation ReserveAmount credited during the year onRevaluation of Land (See Note no.30) 514.92 –

d. Share Premium Account


e. General Reserve


f. Surplus in the statement of Profit & Loss

Opening balance (499.62) (298.30)

Add : Net Profit (Loss) for the year (47.80) (201.32)

Closing Balance (547.42) (499.62)

Total 910.89 443.77

($ in million)



58

Name of the Bank Amount Terms of repayment and rate of interest$ in million

1. State Bank of India - 188.52 This Loan carries interest at the rate of Bank’s Base rate plusSEFASU Scheme 5.00% p.a.(currently 14.15% p.a.) and is repayable in 36 monthly

instalments of $ 8.30 million each, with morotorium period of24 months, commencing from March, 2016.

Total 188.52

4.2 Obligations under Finance Lease is secured by the respective Asset purchased under Finance Lease. The loancarries interest at the rate of 15% p.a. and is repayable in 60 instalments from the date of disbursement


NOTES

($ in million)


4. LONG TERM BORROWINGSSecured(i) Term Loans

From Banks 188.52 297.00ii) Other Loans and Advances

Obligation under Finance Lease 26.09 38.05

UnsecuredTrade Deposit from the Subsidiary Company, Terra Energy Ltd. – 50.00

214.61 385.05Less: Amount due wihin 12 months disclosed under other

Current Liabilities 125.69 187.65

Total 88.92 197.40

4.1 Term Loan from Bank 4(i) detailed below is secured by:a) Pari passu First charge on Company’s Fixed Assets (excluding Assets under Lease and Vehicles) along

with other EPBG Lenders in the Consortium.b) Exclusive Second Charge on the Current Assets of the Company.c) Corporate Guarantee of Terra Energy Ltd.,d) Personal Guarantee of the Chairman and Managing Director.


5. OTHER LONG TERM LIABILITIESSecuredTrade Advance 2,177.83 2,342.11Less: Amount due within 12 Months disclosed under

Other Current Liabilities 171.94 117.10Total 2,005.89 2,225.01

5.1 Trade Advance is secured by Export Performance Bank Guarantee (EPBG) issued by Banks . The EPBGissued by Banks are Secured by:a) Pari passu First charge on Company’s Fixed Assets (excluding Assets under Lease and Vehicles) along

with Term Loan Lender mentioned 4.1 above.b) Pari passu First Charge on Current Assets of Sugar Units viz Finished goods, Molasses, Consumable

stores, Receivables and other Current Assets along with other Working Capital Lenders in the Consortium.c) Corporate Guarantee of Terra Eenergy Ltd.d) Personal Guarantee of the Chairman and Managing Director.

($ in million)As at As at

March 31, 2017 March 31, 2016

59

NOTES

($ in million)Forming part of the Financial Statements


6. LONG TERM PROVISIONSa) Provision for Employee Benefits

i) Earned Leave 8.44 8.48Total 8.44 8.48

7. SHORT TERM BORROWINGSSecured

From Banks 605.54 612.70Unsecured

From Others 150.00 –

Total 755.54 612.70

Secured from Banks7.1 Includes Cash Credit Facility of $ 113.06 million (P.Y. $ 100.54 million) from State Bank of India to the Distillery

Division of the Company is securied by:

a) Exclusive First charge on Current Assets viz stock of Raw Materials, Semi Finished goods, Finishedgoods, Receivables and Other Current Assets of the Distilllery Division.

b) Seccond pari passu charge on the Fixed Assets of the Company (excluding Assets under Lease andVehicles) along with other Cash Credit and EPBG Lenders.

c) Corporate Guarantee of the Subsidiary Company Terra Energy Limited.

d) Personal Guarantee of the Chairman and Managing Director.

7.2. Includes Cash Credit Facility from Banks of $ 395.20 million (P.Y. $ 512.26 million) to the Sugar Division ofthe Company is secured by:

a) Pari passu First Charge on Current Assets of Sugar Units viz Finished goods, Molasses, Consumablestores, Receivable and other Current Assets along wiith EPBG Lenders.

b) Second Pari passu charge on the Fixed Assets of the Company (excluding Assets under Lease andVehicles along with the lender to the Distillery Division, viz State Bank of India and EPBG Lender.

c) Corporate Guarantee of the Subsidiiary Company Terra Energy Limited.

d) Personal Guarantee of the Chairman and Managing Director.

7.3. Includes Pledge Loan of $ 97.28 million (P.Y. $ nil) from Development Credit Bank to the Sugar Division ofthe Company is secured by:

a) Exclusive charge on Sugar stock worth of $ 125.00 million (P.Y. $ nil) stored in the Ware House.

b) Subservient charge on the entire Current and Fixed Asset of the Company.

c) Personal Guarantee of the Chairman and Managing Director.

7.4 Cash credit is renewable every 12 months.

Unsecured from Others7.5 Other Loan of $ 150.00 million (P.Y. Nil) has been Guaranteed by the Chairman and Managing Director.


60

NOTES


8. TRADE PAYABLESa) Dues to Micro, Small and Medium Enterprises – –

(Refer Note no. 31)

b) Due to Others 2,252.07 1,367.75

Total 2,252.07 1,367.75

9. OTHER CURRENT LIABILITIESa) Current maturities of Long Term debt 125.69 187.65

b) Current maturities of Other Long Term Liabilities 171.94 117.10

c) Interest accrued but not due on borrowings 0.58 0.94

d) Interest accrured but not due on Trade advance – 29.27

e) Interest accrued and due on borrowings 1.40 8.44

f) Unpaid dividends 0.26 0.26

g) Unpaid matured deposits and interest accrued thereon 0.78 0.78

h) Other payablesStatutory dues 25.31 26.74Others 158.80 121.87

Total 484.76 493.05

9.1 Refer Note no 4 for current maturities of Long Term DebtRefer Note 4.1 to 4.2 for details of Securities etc.

10. SHORT TERM PROVISIONSa) Provision for Employee Benefits

i) Contribution to Provident Fund 1.73 1.91ii) Gratuity 15.84 12.20iii) Superannuation Fund 1.04 –iv) Earned Leave 1.52 1.53v) Bonus 1.69 1.79vi) Salaries and Wages 1.86 1.64vii) Others 1.23 1.19

b) Excise Duty on Finished Goods 36.42 55.46Total 61.33 75.72



61

($ in

milli

on)

Form

ing

part

of th

e Fi

nanc

ial S

tate

men

ts

NO

TES

aTa

ngib

le A

sset

s

Land

- Fr

eeho

ld46

.85

514.

920.

43–

562.

20–

––

–56

2.20

46.8

5

Build

ings

462.

42–

––

462.

4222

6.03

6.29

–23

2.32

230.

1023

6.39

Plan

t and

Equ

ipm

ent

i)O

wned

2,97

9.37

– 2

8.44

– 3

,007

.81

1,7

33.6

6 5

2.90

– 1

,786

.56

1,2

21.2

5 1

,245

.71

ii)As

set u

nder

leas

e 2

13.9

0–

– 0

.58

213

.32

60.

45 1

3.17

0.2

0 7

3.42

139

.90

153

.45

Furn

iture

& F

ittin

gs a

nd O

ffice

Equip

men

ts –

Owne

d 6

2.88

– 1

.57

– 6

4.45

57.

10 1

.68

– 5

8.78

5.6

7 5

.78

Vehi

cles

18.2

5–

0.1

4 –

18.

39 1

5.70

0.8

1 –

16.

52 1

.87

2.5

5

Tot

al 3

,783

.67

514.

92 5

45.5

0 0

.58

4,3

28.5

9 2

,092

.95

74.

85 0

.20

2,1

67.6

0 2

,160

.99

1,6

90.7

2

bIn

tang

ible

Ass

ets

Com

pute

r Sof

twar

e 2

5.33

–0.

18–

25.

51 2

3.05

1.1

3 –

24.

18 1

.32

2.2

8

Sub-

tota

l25

.33

–0.

18–

25.

51 2

3.05

1.1

3 –

24.

18 1

.32

2.2

8

Tota

l (a+

b) 3

,809

.00

514.

9254

5.68

0.58

4,3

54.0

9 2

,116

.00

75.

98 0

.20

2,1

91.7

8 2

,162

.31

1,6

93.0

0

cCa

pita

l Wor

k in

Pro

gres

s 7

9.43

– 3

7.59

30.6

9 8

6.33

86.

33 7

9.43

11FI

XED

ASS

ETS

Gros

s Bl

ock

Depr

eciat

ionNe

tBl

ock

Sl..

Desc

riptio

nAs

atAd

dition

s on

Othe

rSa

les/

As at

As at

For th

eWi

thdraw

nAs

atAs

atAs

atNo

.Ap

ril 1,

2016

acco

unt o

fAd

dition

sad

justm

ent

March

31, 2

017

April

1, 20

16ye

ardu

ring t

he ye

arMa

rch 31

, 201

7Ma

rch 31

, 201

7Ma

rch 31

, 201

6Re

valua

tion

(see N

ote no

.30)

62

12. NON-CURRENT INVESTMENTS

At Cost

A. Non-Trade :

In Equity Shares of the Companies - Quoted

a) 15,000 Equity Shares of $ 10/-each inSouth Asian Financial Exchange Ltd 0.15 0.15

b) 2000 Equity Shares of $ 2/- each inICICI Bank Ltd. 0.02 0.02

c) 4,737 Equity Shares of $ 10/- each inPunjab Communications Ltd 1.18 1.18

d) 414 Equity Shares of $ 10/- each inUnited Spirits Ltd 0.40 0.40

e) 17,400 Equity Shares of $ 5/-each inPrime Securities Ltd 1.76 1.76

f) 22,000 Equity Shares of $ 10/- each inMadan Capital Market Ltd 0.34 0.34

g) 15,800 Equity Shares of $ 10/- each inIndusInd Bank Limited. 0.71 0.71

In Mutual Funds

i) Units of Franklin Templeton Mutual Fund(Including dividend reinvestment) 0.08 0.003 0.09

4.64 0.003 – 4.65

Less: Provision for diminution in value of investments 3.17 2.63

Sub - total 1.47 2.02

As at Additions Realised As atParticulars April 1 during during March 31

2016 the year the year 2017

NOTES



63

NOTES

12. NON CURRENT INVESTMENTS (contd.)

At Cost

B. Non-Trade:

In Equity Shares of Companies - Unquoted

a) Investment in Subsidiary Company

i) 20,540,524 Equity Shares of $ 10/-each inTerra Energy Limited. 359.95 – 359.95

b) Investment in Company under the samemanagement

i) 17,532,032 Equity Shares of$ 10/- each in Shree Ambika Sugars Ltd. 702.05 702.05

c) Investment in other Companies

i) Shares in Thanjavur Co-operativeMarketing Federation Limited 0.0001 0.0001

ii) Shares in M/S.CholamandalamIndustries Service Co-operative Society Ltd, Trichy 0.003 0.003

iii) 120,000 Equity Shares of $ 10/-eachin Trichy Distilleries & Chemicals Ltd., 0.63 0.63

Government Securities:

i) 6 Year National Savings Certificate(Deposited with various Government Departments) 0.01 – – 0.01

Sub - total (B) 1,062.64 – – 1,062.64

Total (A+B) 1,064.11 – – 1,064.66

Aggregate value of Quoted Investments (Previous Year $ 1.47 million) 2.02

Aggregate Market value of Quoted Investments (Previous Year $ 17.13 million) 24.61





64


13. TAX EFFECTS OF ITEMS CONSTITUTINGDEFERRED TAX ASSETSa) On difference between Book Value and Tax

Balance of Fixed Assets (304.26) (292.87)

b) Unabsorbed Depreciation and Business Loss 756.03 728.77

c) Expenses disallowed u/s 43 B allowableon Payment 17.46 7.83

Total 469.23 443.73

14. LONG TERM LOANS AND ADVANCES(Unsecured and considered good)

a) Security Deposits 4.28 10.58

b) MAT Credit Entitlement 165.10 165.10

c) Advance Tax (Net of provision) 76.07 75.76

d) Govt. Subsidies 138.05 137.85

Total 383.50 389.29

15. INVENTORIES(Valued at lower of cost or net realisable value)

a) Raw materials 995.41 19.73

b) Work in progress 94.15 93.13

c) Finished goods 813.36 968.43

d) Stores and Spares 56.01 55.13

e) Others:

Standing crop at own Farm 0.13 0.24

Bio-compost 0.82 0.23

Total 1,959.88 1,136.89

16. TRADE RECEIVABLES(Unsecured and considered good)

a) Trade Receivables outstanding for a periodexceeding six months:

i) Considered good 79.73 78.56

ii) Considered doubtful 0.36 0.36

Less: Provision for bad and doubtful debts 0.36 – 0.36 –

b) Other debts 1.65 45.24

Total 81.38 123.80

NOTES



65

NOTES


17. CASH AND CASH EQUIVALENTSa) Cash on hand 0.18 0.35b) Balance with Banks:

i) In Current Account 14.83 25.95ii) In Deposit Account 35.45 106.01iii) Unpaid Dividend / Dividend a/c balance 0.26 0.26iv) In Earmarked Account – 0.01

Total 50.72 132.58

17.1 Bank balance include deposit of $ Nil( P.Y.: $ 83.63 million) which have maturityof more than 12 months

17.2 Bank balance include deposit of $ 34.93million ( P.Y.: $ 105.40 million) as marginmoney to banks for various facilities grantedto the Company.

18. SHORT TERM LOANS AND ADVANCES(Unsecured and considered good)

a) Prepaid expenses 81.93 138.27

b) Balances with Central Excise Department 53.95 52.30

c) Other Advances

Others 239.66 179.34

d) Other Advances considered doubtful 2.53 2.53

Less: Provision 2.53 – 2.53 –

Total 375.54 369.91

19. OTHER CURRENT ASSETSa) Govt. Subsidies 22.18 79.05

b) Interest accrued on Deposits 7.85 9.01

c) Others:

i) Supplier’s Advance 12.48 13.86

ii) Other Advances 4.95 2.39

47.46 104.31



66

NOTES

For the For theyear ended year ended

March 31, 2017 March 31, 2016

20. REVENUE FROM OPERATIONSa) Sale of Products

Sugar 1,977.09 1,750.55

Alcohol 420.80 230.78

Molasses – 0.07

Bio-compost and Insecticides 4.30 5.15

Pressmud 0.36 0.31

2,402.55 1,986.86

b) Other Operating Revenues

Scrap Sale 1.89 6.37

Sale of Paddy and other produce 0.79 0.82

Duty Drawback on Export of Sugar – 3.87

Incentive on Export of Sugar – 48.00

Central Government Production Subsidy 5.81 15.00

Sundry Receipts 1.23 23.09

9.72 97.15

Total Revenue from Operations 2,412.27 2,084.01

21. OTHER INCOMEa. Interest Income

i) Interest on Bank Deposits 3.57 2.65

ii) Other Interest income 5.50 5.47

b. Dividend Income from Long Term investments 0.09 0.08

c. Rent Receipts 0.48 0.61

d. Net gain on Foreign Currency transactions 47.90 –

Total 57.54 8.81

22. COST OF MATERIALS CONSUMEDOpening Stock 19.73 4.07

Add: Purchase 2,443.95 1,259.24

2,463.68 1,263.31

Less: Closing Stock 995.41 19.73

Cost of Materials consumed 1,468.27 1,243.58

Cost of Materials consumed comprise of :Sugar Cane 1,412.28 1,222.70Molasses 55.99 20.88

Total 1,468.27 1,243.58



67

NOTES


March 31, 2017 March 31, 2016

23. CHANGES IN INVENTORY OF FINISHED GOODS

Opening Stock on 01.04.2016

Sugar 852.83 1,469.40

Molasses 78.55 34.58

Alcohol 56.78 108.52

Sugar work in progress 93.13 37.01


Standing crop at own farm 0.24 0.42

Total 1,081.76 1,649.97

Closing Stock on 31.03.2017

Sugar 618.63 852.83

Molasses 129.21 78.55

Alcohol 73.56 56.78




Total 916.49 1,081.76

Changes in Inventory 165.27 568.21

24. EMPLOYEE BENEFIT EXPENSESa. Salaries and Wages 127.19 134.83

b. Contribution to Provident and other Funds 15.59 13.53

c. Staff welfare expenses 5.87 5.15Total 148.65 153.51

25. FINANCE COSTa. Interest expenses

i) Term Loan 8.75 70.52ii) Other Loans 192.31 283.76

b. Other Borrowing Costs 59.28 30.73

Total 260.34 385.01



68

NOTES


March 31, 2017 March 31, 2016

26. OTHER EXPENSESConsumption of Chemicals and Lubricants 31.97 18.54Power and Fuel 28.88 50.38Packing Materials 20.27 18.00Rent 3.57 5.44Insurance 5.08 4.33Rates & Taxes 9.36 5.94Provision for Excise Duty (19.04) 4.86Cane Development Expenses 50.85 44.14Repairs & Maintenance- Plant & Machinery 15.24 19.39- Buildings 3.95 1.12- Others 6.78 7.31Transport and Handling 0.76 0.57Selling and Distribution Expenses 31.38 31.80Composting and Effluent treatment expenses 19.56 8.67Research Farm & Development Expenses 1.34 0.90Auditors' Remuneration( Ref. Note 27) 1.03 0.87Directors' Sitting Fees 0.31 0.41Directors' Travelling Expenses 2.60 1.40Market advisory Fees 66.29 30.90Legal & Professional charges 8.01 6.96Travelling and Conveyance 3.33 3.76Printing and Stationery 1.24 1.22Telephone and Telex 1.81 1.64Vehicle Maintanance 5.68 5.63Bank Charges 1.75 1.59Forex Fluctuation Loss – 23.43Security Expenses 10.30 10.64Others 6.11 6.20

Total 318.41 316.04

27. AUDITORS' REMUNERATION a) Statuotry Audit

i) Audit Fees 0.40 0.40ii) For Taxation Matters – 0.04iii) For Other Services 0.33 0.32iv) Reimbursement of expenses 0.01 0.03

b) Cost Auditi) Audit Fees 0.06 0.07ii) Reimbursement of expenses – 0.01

c) Secretarial Audit Fees 0.23 –

Total 1.03 0.87



69

NOTES



28. CONTINGENT LIABILITIES IN RESPECT OFGuarantees issued by bankers – 2.27

Other Commitments - Purchase order issued for items such asRaw materials, Stores and Spares, Services etc. 10.33 85.93

Disputed Income Tax demand/liabilities not provided for 237.66 97.96

Claims against the Company for Excise Duty and others includingIndustrial disputes not acknowledged as debt and not provided for 182.64 190.15

Disputed Purchase Tax and Sales Tax liabilities not provided for 154.75 154.75


March 31, 2017 March 31, 2016

($ in million)

29. Pursuant to the Notification dated March 30, 2017 of the Ministry of Corporate Affairs, details of Specified BankNotes (SBN) held and transacted during the period from November 08, 2016 to December 30, 2016 are as follows.

($ in million)

SBNs Other Denomination notes TotalClosing Cash in hand as on 08.11.2016 1.04 0.12 1.16(+) Permitted receipts – 2.12 2.12(-) Permitted payments – 1.99 1.99(-) Amount deposited in Banks 1.04 – 1.04Closing Cash in hand as on 30.12.2016 – 0.25 0.25

30. The Lands of the Company has been revalued as at January 01, 2017 based on market / guideline value asconsidered appropriate and a sum of $514.92 million has been added to the Book Value of the Land withcorresponding credit to Revaluation Reserve.

31. The Company has not received any intimation from the suppliers regarding status under the Micro, Small andMedium Enterprises Development Act,2006 and hence disclosure regardingi) Amount due and outstanding to suppliers as at the end of the accounting year,ii) Interest paid during the year,iii) Interest payable at the end of the accounting year andiv) Interest accrued and unpaid at the end of the accounting year, have not been provided.

32. The Company has given Corporate Guarantees for $ 8,317.73 million (P.Y.: $ 8,317.73 million) to Banks /Financial Institutions for the Term Loans, Working Capital and Guarantee facilities sanctioned to its Subsidiaryand Associate Companies. The total amount outstanding in respect of such loans as on March 31, 2017 is$ 6,714.13 million (P.Y.: $ 7348.60 million).

33. Pending Litigationsa) The claim petition filed by the Company against Railways for wrongful delivery of goods has been disposed by

the Railway Claims Tribunal, Chennai Bench in favour of the Company. Railways have filed appeal before theHigh Court of Judicature at Madras and the same is pending disposal.

b) In addition, the Company is subject to Legal proceedings and claims which have arisen in the ordinary courseof business. The Management expects that these legal proceedings and claims when disposed, will not haveany material and adverse impact on the Company's Financial position.

34. Particulars of Unhedged Foreign Currency Exposure as at Balance Sheet date


($ in million)

Trade Advance 2,177.83 2,342.11

70

35. Disclosure as per Accouting Standard -15 (Revised) - Employee Benefits.

1. Defined Contribution PlansContribution of $ 12.07 million (P.Y.: $ 27.02 million) to defined contribution plans is recognised as expenseand included in the Employees cost in the Statement of Profit and Loss.

2. Defined Benefit Plans($ in million)

Gratuity Leave EncashmentGeneral description Funded Plan Non Funded Plan

Year ended Year ended Year ended Year ended31.03.2017 31.03.2016 31.03.2017 31.03.2016

a) Change in Defined Benefit ObligationPresent Value - Opening Balance 43.84 43.29 10.02 8.69Current Service Cost 4.14 4.41 1.45 1.32Interest Cost 3.30 3.34 0.73 0.68Actuarial (Gain) / Loss (1.52) (4.17) (0.58) (0.19)Benefits Paid 5.25 3.03 1.67 0.48Present Valu - Closing Balance 44.51 43.84 9.95 10.02

b) Change in Fair Value of Plan AssetsOpening Balance 31.52 31.49Expected Return 2.26 2.52Actuarial (Gain) / Loss (0.14) (0.54)Contributions by Employer 1.66 0.48Benefits Paid 5.25 3.03 1.66 0.48Closing Balance 28.67 31.52

c) Amount recognised in theBalance Sheet (as at year end)Present Value of Obligations 44.51 43.84 9.95 10.02Fair Value of Plan Assets 28.67 31.52 – –Net Assets / (Liability) recognised (15.84) (12.32) (9.95) (10.02)

d) Expenses recognised in theStatement of Profit and LossCurrent Service cost 4.14 4.41 1.45 1.32Interest on obligation 3.30 3.34 0.73 0.68Expected return on plan assets 2.26 2.52Net actuarial (Gain) / Loss (1.67) (4.71) (0.58) (0.19)Total included in Employee Cost 3.51 0.52 1.60 1.81

e) Principal Actuarial AssumptionsDiscount rate (%) 7.50% 8.00% 7.50% 8.00%Future Salary increase (%) 4.00% 4.00% 4.00% 4.00%

f) In the absence of detailed information regarding Plan assets which is funded with SBI Life InsuranceCo Ltd, the composition of each major category of plan assets, the percentage or amount for eachcategory to the Fair Value of the Plan Assets has not been disclosed.

g) The Company expects to contribute $ 10.00 million (P.Y.: $ 6.00 million) to Gratuity Fund in 2017-18.

h) The estimates of future salary increases, considered in actuarial valuation, take account of inflation,seniority, promotion and other relevant factors, such as supply and demand in the employment market.


SCHEDULES


71

36. Segment Information for the year ended March 31, 2017

Information about primary business segments

DescriptionSugar Distillery Unallocated Elimination Total

YE 31.03.17 YE 31.03.16 YE 31.03.17 YE 31.03.16 YE 31.03.17 YE 31.03.16 YE 31.03.17 YE 31.03.16 YE 31.03.17 YE 31.03.16

SEGMENT REVENUEExternal sales / income(Gross of Excise Duty) 2,035.64 1,826.57 425.02 258.05 8.92 8.01 8.92 8.01 2,460.66 2,084.62Inter–segment Sales 131.49 68.56 – – – – 131.49 68.56 – –Total Revenue 2,167.13 1,895.13 425.02 257.92 8.92 8.01 140.41 76.58 2,460.66 2,084.62

SEGMENT RESULT

Segment Result 139.08 (300.23) 153.09 78.22 292.18 (222.01)

Unallocated CorporateExpenses net off unallocableIncome 114.19 103.81 114.19 103.81Operating Profit 139.08 (300.23) 153.09 78.22 (114.19) (103.81) – – 177.99 (325.82)Interest Expense 260.34 385.01 260.34 385.01Interest Income – – 9.06 8.12 9.06 8.12Profit / (Loss) Before Tax 139.08 (300.23) 153.09 78.22 (365.46) (480.70) – – (73.29) (702.71)Income TaxDeferred Tax (Net) (25.49) (336.29) (25.49) (336.29)MAT Credit – (165.10) – (165.10)Profit / (Loss) After Tax 139.08 (300.23) 153.09 78.22 (339.97) 20.69 – – (47.80) (201.32)

OTHER INFORMATIONSegment Assets 4,047.19 2,792.43 714.35 706.25 – – – – 4,761.54 3,498.68Unallocated Corporate Assets – – – – 1,919.47 2,038.37 – – 1,919.47 2,038.37

Total Assets 4,047.19 2,792.43 714.35 706.25 1,919.47 2,038.37 – – 6,681.01 5,537.05Segment Liabilities 3,022.68 2,119.21 178.36 144.93 – – – – 3,201.04 2,264.14Unallocated Corporate Liabilities 3,479.98 3,272.91 – – 3,479.98 3,272.91Total Liabilities 3,022.68 2,119.21 178.36 144.93 3,479.98 3,272.91 – – 6,681.01 5,537.05Capital Expenditure 23.79 5.74 13.38 0.10 0.07 0.10 – – 37.23 5.94Depreciation 58.74 60.20 15.89 15.74 1.35 1.75 – – 75.98 77.69Non–Cash Expenses other thanDepreciation – – – – – – – – – –

Geographical Segment India Other Countries Total

YE 31.03.17PE 31.03.2016 YE 31.03.17PE 31.03.2016 YE 31.03.17PE 31.03.2016

Segment Revenue External

Sales to Customers / Income 2,460.66 1,646.17 – 438.45 2,460.66 2,084.62

Segment Reporting1. The Company's operations relate to manufacture of sugar and alcohol.2. The Company is exporting sugar apart from sale in the domestic market. The analysis of geographical segment is demarcated into local and exports.3. Inter segment Transfer Pricing Policy: Molasses supplied to Alcohol segment is based on market price.


NOTES

($ in million)


72

37. RELATED PARTY DISCLOSURES

a) Names of the Related Parties

1. Subsidiary Company : Terra Energy Ltd

2. Associate Company : 1. Shree Ambika Sugars Ltd2. Venkatesa Tyagarajan Private Ltd3. Mustang Trading and Investments Pvt Ltd

b) Key Managerial Personnel : R.V. Tyagarajan, Chairman and Managing DirectorNote: Related party relationships are as identified by Management and relied upon by the Auditors

c) Transactions with Subsidiary and Associate Companies($ in million)

As at March 31, 2017 As at March 31, 2016Subsidiary Associate Subsidiary AssociateCompany Company Company Company

Terra Energy Shree Ambika Terra Energy Shree AmbikaLtd Sugars Ltd Ltd Sugars Ltd

Sale of Molasses,Bio Compost & Pressmud – 1.96 – 1.93Purchase of Bio Compost & Pressmud – 1.47 – 2.38Sale of store materials – – 0.07 0.93Purchase of store materials – – 0.02 7.99Sale of Sugar – – – 53.40Purchase of Sugar – – – –Purchase of Steam & Power 27.84 – 48.27 –Interest Paid for Trade Deposit 6.71 – 8.00 –Closing Balance Debit – – – –Closing Balance Credit 16.93 – 30.44 –Trade Deposit outstanding – – 50.00 –

Investments made in :Equity sharesTerra Energy Limited20,540,524 shares of $ 10/- each 359.95 – 359.95 –Shree Ambika Sugars Ltd.,17,532,032 equity shares of $ 10/- each – 702.05 – 702.05Guarantees given 200.00 8,117.73 200.00 8,117.73Corporate Guarantee received 4,315.50 – 4,315.50 –

Note : 1) The Chairman & Managing Director has not been paid any remuneration.2) As per the terms of arrangement between the Company and Terra Energy Ltd.,165,350 MTs

(P.Y.: 158,597 MTs ) of Bagasse has been Supplied by the Company, in exchange for 270,022 MTs(P.Y.: 245,642 MTs) of steam and 18,001,461 Units (P.Y.: 16,376,124 Units) of Power from Terra Energy Ltd.

38. EARNINGS PER SHAREMarch 31, March 31,

2017 2016

Profit / (Loss) After Tax as per Statement of Profit & Loss (47.80) (201.32)

Weighted average number of Equity Shares of $ 10/- eachoutstanding during the year 11,316,724 11,316,724

Earnings per Share - Basic and Diluted (Annualised) ($) (4.22) (17.79)

NOTES



73

NOTES


March 31, 2017 March 31, 2016

39. VALUE OF IMPORTED / INDIGENOUS RAW MATERIAL /SPARES AND COMPONENTS CONSUMED

1. RAW MATERIALSa. Imported – –b. Percentage – –c. Indigenous 1,468.27 1,243.58d. Percentage 100.00% 100.00%

2. SPARES & COMPONENTSa. Imported 0.03 0.04b. Percentage 0.08% 0.22%c. Indigenous 38.25 16.82d. Percentage 99.92% 99.78%

3. VALUE OF IMPORTS CALCULATED ON CIF BASISa. Raw Materials 987.38 –b. Components & Spare Parts – –c. Capital Goods – –

4. EXPENDITURE IN FOREIGN CURRENCY(Amounts remitted during the year)a. Foreign Travel 0.63 –b. Market Advisory Fee – 44.14c. Interest 124.77 –d. Others 0.53 0.07

5. EARNINGS IN FOREIGN CURRENCY

Export of Sugar on FOB Basis – 385.06

40. Previous year figures have been regrouped wherever necessary to confirm to current year’s classification.






74

Statement pursuant to first proviso to Sub Section (3) of Section 129 read withRule 5 of the Companies (Accounts) Rules 2014.

Statement containing salient features of the Financial Statement ofSubsidiaries / Asociate Companies / Joint Ventures

Part A - Subsidiaries

Value $ in million

Sl.No. Name of the Subsidiary Company : TERRA ENERGY LIMITED1. Reporting Period for the Subsidiary concerned if different from the

Holding company’s reporting period : Same as Holding company2. Reporting currency and Exchange rate as on the last date of relevant

Financial year in the case of foreign Subsidiaries : Not applicable3 Share Capital : 310.334 Reserves and Surplus : 572.695 Total Assets : 1,711.026 Total Liabilities : 1,711.027 Investments : 0.128 Turnover : 187.619 Profit before Taxation : 14.58

10 Provision for Taxation : 9.1811 Profit after Taxation : 5.4012 Proposed Dividend : Nil13 % of Shareholding : 66.19

Notes:1. Name of the subsidiaries which are yet to commence operation : Nil2. Names of the subsidiaries which have been liquidated or sold

during this Year : Nil

Part B - Associates and Joint VenturesStatement persuant to Section 129(3) of the Companies Act 2013, related to Associate CompanySl.No. Name of the Associate : SHREE AMBIKA SUGARS LIMITED

1. Latest Audited Balance Sheet date : March 31, 20172. Shares of Associate held by the Company on the year end:

a) No. of Shares : 17,532,032b) Amount of Investment in Associates ($ in million) : 702.05c) Extent of holding % : 36.14

3. Description of how there is significant influence : Company hold more than 20% inEquity Share Capital of the Company.

4. Reason why Associate is not consolidated : Consolidated5. Net worth attributable to shareholding as per latest audited

Balance Sheet ($ in million) : 1,641.556. Profit/(Loss) for the year ($ in million) : (110.97)

a) Considered in consolidation : Yesb) Not Considered in consolidation : No

Notes:1. Name of the Associate or Joint Venture which are yet to

Commence operation : Nil2. Names of Associate or Joint Venture which have been liquidated or

sold during the year : Nil

Form AOC-1


75

CASH FLOW STATEMENT

Year ended Year endedMarch 31, 2017 March 31, 2016

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Taxation (73.29) (702.71)

Adjustments for

- Depreciation 75.98 77.69

- Interest expenses 260.34 385.01

- Loss / (Profit) on sale of Assets 0.11 –

- Provision for dimunition in the value of Investment (0.55) 0.04

- Forex Loss / (Income) (47.90) 23.43

- Other Income (9.15) (8.20)

Operating Profit Before Working Capital Changes (A) 205.54 (224.74)

Decrease in Current Assets

- Inventories (823.00) 568.29

- Receivables 42.42 (42.16)

- Loans & Advances 55.83 6.82

- Margin Deposit for Loans 70.48 (97.17)

Increase / (Decrease) in Current Liabilities 905.41 91.32

Increase / (Decrease) in Working Capital (B) 251.15 527.10

Cash Generated From Operations (A + B) 456.69 302.36

Cash Flow before Extraordinary items 456.69 302.36

Extra-ordinary Items – –

Net Cash From Operating Activities (C) 456.69 302.36

CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets

- Purchase of Fixed Assets (37.66) (5.94)

Investments (net) – –

Interest Received 10.23 6.27

Dividend Received 0.09 0.08

Proceeds from Sale of Assets 0.29 –

Cash flow from Investing Activities (D) (27.06) 0.41

Net Cash used in Investment activities (C + D) 429.63 302.77

($ in million)


76

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Liabilties- Trade Advance – 2318.69Proceeds from Short Term Borrowings 150.00 –Changes in Short term borrowings (7.16) (1647.47)Repayment of Long Term Borrowings (170.44) (580.10)Repayment of Long Term Liabilities (116.38) –Interest paid (297.03) (384.44)Net Cash from Financing Activities (E) (441.01) (293.32)Net Increase in Cash (C+D+E) (11.38) 9.45Opening Balance 27.18 17.73Closing Balance 15.79 27.18Reconciliation of Cash & Cash Equivalentswith the Balance SheetCash & Cash Equivalents as per Balance Sheet 50.72 132.58Less : Margin Deposit not considered as Cash and

Cash equivalents as defined in AS-3 34.93 105.40Cash and Cash Equivalents as per Cash FlowClosing balance 15.79 27.18

Note 1. Figures in brackets represent outflows.

2. Previous year figures have been regrouped to conform to current year's grouping.

CASH FLOW STATEMENT


R R Karthikeyan V Thirupathi R V TyagarajanChief Financial Officer and Director Chairman andCompany Secretary Managing Director

($ in million)


March 31, 2017 March 31, 2016

Auditors' Certificate

This is the Cash Flow statement referred to in our report of even date attached.

For SNS AssociatesChartered Accountants


S Nagarajan,Partner

Membership No. 20899Chennai, May 27, 2017


77

Consolidated Financial Statements of

Thiru Arooran Sugars Ltd

Consolidated Financial Statements

78

AUDITORS’ REPORT

Independent Auditors’

Report of the Auditors

Report

To

The Members ofThiru Arooran Sugars Limited

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financialstatements of THIRU AROORAN SUGARS LIMITED("the Holding Company") and its subsidiary and itsAssociate Company (collectively referred to as "theGroup), which comprise the Consolidated Balance Sheetas at 31st March, 2017, the Consolidated Statement ofProfit and Loss and the Consolidated Cash FlowStatement for the year then ended, and a summary of thesignificant accounting policies and other explanatoryinformation (hereinafter referred to as "the ConsolidatedFinancial Statements").

Management's Responsibility for the ConsolidatedFinancial StatementsThe Holding Company's Board of Directors is responsiblefor the matters stated in Section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation ofthese consolidated financial statements that give a trueand fair view of the consolidated financial position,consolidated financial performance and consolidated cashflows of the Company in accordance with the accountingprinciples generally accepted in India, including theAccounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant tothe preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error,which have been used for the purpose of preparation ofthe consolidated financial statements by the Directors ofthe Holding Company.

Auditors' ResponsibilityOur responsibility is to express an opinion on theseconsolidated financial statements based on our audit.

We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which arerequired to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in theconsolidated financial statements. The proceduresselected depend on the auditor's judgment, including theassessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considersinternal financial control relevant to the Company'spreparation of the consolidated financial statements thatgive a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether theCompany has in place and adequate internal financialcontrols system over financial reporting and the operatingeffectiveness of such controls. An audit also includesevaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimatesmade by the Holding Company's Board of Directors, aswell as evaluating the overall presentation of theconsolidated financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the consolidated financial statements.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidconsolidated financial statements give the informationrequired by the Act in the manner so required and give atrue and fair view in conformity with the accountingprinciples generally accepted in India:

i) In the case of the Consolidated Balance Sheet, of thestate of affairs of the Group as at 31st March, 2017;

ii) In the case of the Consolidated Statement of Profitand Loss of its LOSS of the Group for the year endedon that date and;


79Consolidated Financial Statements

iii) In the case of the Consolidated Cash Flow Statementof the Cash Flows of the Group for the year ended onthat date.

Emphasis of MatterWe draw attention to Note No.32 relating to accounting ofinterest on amounts due from TANGEDCO and Note No.33regarding the rate at which power supplied to TANGEDCOhas been billed and accounted for pending finalisation ofthe dispute relating to fixation of tariff for the reasons statedtherein.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements1. As required by Section 143(3) of the Act, we report

that:a) We have sought and obtained all the information

and explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit of the consolidated financialstatements.

b) In our opinion, proper books of account asrequired by law relating to preparation of theaforesaid consolidated financial statements havebeen kept by the Company so far as it appearsfrom our examination of those books.

c) The Consolidated Balance Sheet, theConsolidated Statement of Profit and Loss andthe Consolidated Cash Flow Statement dealt withby this Report are in agreement with the booksof account maintained for the purpose ofpreparation of the consolidated financialstatements.

d) In our opinion, the aforesaid consolidatedfinancial statements comply with the AccountingStandards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts)Rules, 2014.

e) On the basis of the written representationsreceived from the Directors of the HoldingCompany and its Subsidiary as on 31st March,

2017 taken on record by the Board of Directors,none of the directors of the Group is disqualifiedas on 31st March, 2017 from being appointed asa director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness of suchcontrols, refer to our separate Report in"Annexure A".

g) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:(i) The consolidated financial statements

disclose the impact of pending litigations inthe Financial Statements. Refer NoteNo.29,32, 33, 34 and 36 of the Notes to theConsolidated Financial Statements.

(ii) The Group did not have any long termcontracts including derivative contracts forwhich there were any material foreseeablelosses.

(iii) There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Group.

(iv) The Holding Company and its Subsidiary andAssociate Company have provided adequatedisclosures in Notes to these ConsolidatedFinancial Statements as to the holding ofSpecified Bank Notes on 8th November 2016and 30th December 2016 as well as dealingsin Specified Bank Notes during the periodfrom 8th November 2016 to 30th December2016 and these are in accordance with thebooks of account maintained by the HoldingCompany and the Subsidiary Company.Refer Note No.30 to the ConsolidatedFinancial Statements.



S NagarajanPartner


80 Consolidated Financial Statements

"ANNEXURE A" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THECONSOLIDATED FINANCIAL STATEMENTS OF THIRU AROORAN SUGARS LIMITED

Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")

We have audited the internal financial controls overfinancial reporting of THIRU AROORAN SUGARSLIMITED ("the Company") and its Subsidiary Companyand Associate Company as of 31st March 2017 inconjunction with our audit of the consolidated financialstatements of the company for the year ended on thatdate.

Management's Responsibility for Internal FinancialControls

The respective Board of Directors of the Holding Companyand its Subsidiary are responsible for establishing andmaintaining internal financial controls based on theinternal control over financial reporting criteria establishedby the Company considering the essential componentsof internal control stated in the Guidance Note on Auditof Internal Financial Controls over financial reportingissued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherenceto company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, theaccuracy and completeness of the accounting records,and the timely preparation of reliable financial information,as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on theCompany's internal financial controls over financialreporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing, issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicableto an audit of internal financial controls, both applicableto an audit of Internal Financial Controls and, both issuedby the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting wasestablished and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system over financial reporting and theiroperating effectiveness. Our audit of internal financialcontrols system over financial reporting included obtainingan understanding of internal financial controls overfinancial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the designand operating effectiveness of internal control based onthe assessed risk. The procedure selected depend onthe auditor's judgment, including the assessment of therisk of material misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over FinancialReporting

A Company's internal financial control over financialreporting is a process designed to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statements for externalpurposes in accordance with generally acceptedaccounting principles. A Company's internal financialcontrol over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of theCompany,(2) provide reasonable assurance thattransactions are recorded as necessary to permitpreparation of financial statements in accordance withgenerally accepted accounting principles, and thatreceipts and expenditures of the company are being madeonly in accordance with authorizations of managementand directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of thecompany's assets that could have a material effect onthe financial statements.


Inherent Limitations of Internal Financial ControlsOver Financial ReportingBecause of the inherent limitations of internal financialcontrols over financial reporting, including the possibilityof collusion or improper management override of controls,material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluationof the internal financial controls over financial reportingto future periods are subject to the risk that the internalfinancial control over financial may become inadequatebecause of changes in conditions, or that the degree ofcompliance with the policies or procedures maydeteriorate.



S NagarajanPartner


Opinion

In our Opinion, the Holding Company and its SubsidiaryCompany have, in all material respects, an adequateinternal financial controls system over financial reportingand such internal financial Controls over financialreporting were operating effectively as at March 31, 2017,based on the internal control over financial reportingcriteria established by the Company considering theessential components of internal control stated in theGuidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute ofChartered Accountants of India.

82

CONSOLIDATED BALANCE SHEET

Note As at As at No. March 31, 2017 March 31, 2016

EQUITY AND LIABILITIES

1 Shareholders’ Fundsa) Share Capital 2 113.17 113.17b) Reserves and surplus 3 2,849.94 1,910.72

2 Minority Interest 438.56 507.59

3 Non-Current Liabilitiesa) Long Term Borrowings 4 1,421.31 1,830.03b) Other Long Term Liabilities 5 7,476.64 8,217.11c) Long Term Provisions 6 19.70 18.29

4 Current Liabilitiesa) Short Term Borrowings 7 1,067.94 793.89b) Trade Payables 8 4,939.33 3,638.75c) Other Current Liabilities 9 2,108.43 1,708.62d) Short Term Provisions 10 155.47 198.61

TOTAL 20,590.49 18,936.78

ASSETSNon-Current Assets

1 a) Fixed Assets(i) Tangible Assets 11 7,533.04 6,625.43(ii) Intangible Assets 1.38 2.38(iii) Capital work-in-progress 243.43 273.71(iv) Goodwill (on Consolidation) 527.84 527.84

b) Non Current Investments 12 364.71 364.12c) Deferred Tax Assets (Net) 13 714.64 638.10d) Long Term Loans and Advances 14 1,150.42 1,156.46

2 Current Assetsa) Inventories 15 4,391.91 3,309.75b) Trade Receivables 16 2,115.48 1,983.07c) Cash and Cash Equivalents 17 701.90 956.36d) Short Term Loans and Advances 18 695.58 926.30e) Other Current Assets 19 2,150.16 2,173.26

TOTAL 20,590.49 18,936.78

Significant Accounting Policies 1See accompanying Notes forming part of the Financial Statements

($ in million)





83

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Note Year ended Year ended No. March 31, 2017 March 31, 2016

CONTINUING OPERATIONS

I. Revenue from Operations (Gross) 20 6,315.49 5,793.20

Less : Excise Duty 236.63 79.85

Revenue from operations (Net ) 6,078.86 5,713.35

II. Other Income 21 257.14 86.24

III. Total Revenue (I + II) 6,336.00 5,799.59

IV. Expenses:Cost of Materials consumed 22 3,242.13 2,851.75Purchases of Stock-in-Trade 2.93 3.09Changes in Inventories of Finished Goodsand Work-in-progress 23 978.66 1,781.81Employee Benefits Expense 24 340.13 354.17Finance Cost 25 794.27 1,063.13Depreciation and Amortisation Expense 238.34 239.39Other Expenses 26 964.92 984.19

Total Expenses 6,561.38 7,277.53

V. Profit / (Loss) from Continuing Operations ( III-IV) (225.38) (1,477.94)

VI Tax Expenses:1) Current Tax 2.77 1.502) MAT Credit – (376.13)3) Deferred Tax (76.54) (629.03)

VII Profit / (Loss) After Tax (V - VI) (151.61) (474.28)

VIII Less: Minority Interest (69.04) (176.08)

IX Profit/(Loss) for the year (82.57) (298.20)

X Earnings per Equity share : (Ref.Note no.37)

1) Basic ($) (7.30) (26.35)

2) Diluted ($) (7.30) (26.35)

See Accompanying Notes forming part of the Financial Statements

($ in million)





84

accounting policies1. Significant

a. Basis of Accounting

The financial statements are prepared under the historical cost convention except Land which has been revaluedand comply with applicable accounting standards issued by the Institute of Chartered Accountants of India andthe relevant provisions of the Companies Act, 2013.

b. Principles of Consolidation

The Consolidated Financial Statements relate to Thiru Arooran Sugars Limited and its subsidiary Terra EnergyLimited and Associate Shree Ambika Sugars Ltd. The Consolidated Financial Statements have been preparedon the following basis:

i. The Financial Statements of the Company and its subsidiary and Associate have been prepared on a line byline consolidation by adding together the book value of like items of assets, liabilities, income and expensesas per the respective financial statements duly certified by the auditors of the respective Companies.Intra-group balances, intra-group transactions and the unrealised profits on stocks/assets arising out ofintra-group transactions have been eliminated.

ii. Consolidated Financial Statements have been prepared using uniform accounting policies for the liketransactions and other events in similar circumstances and are presented to the extent possible, in the samemanner as the Company's individual Financial Statement.

iii. The Subsidiary & Associate Company considered in the Company's Financial Statements are as follows:

Name of the Country of % of voting power heldCompany Incorporation on 31.03.2017

Terra Energy Limited India 66.19%

Shree Ambika Sugars Limited India 36.14 %

c. Other Significant Accounting Policies

These are set out in the notes to accounts under significant accounting policies of the Financial Statements of theCompany and its Subsidiary Company, Terra Energy Limited and its Associate Company Shree Ambika SugarsLimited.

NOTES



85

NOTES


2. SHARE CAPITAL

Authorised

35,000,000 (P.Y.: 35,000,000) Redeemable Cumulative PreferenceShares of $ 10/- each 350.00 350.00

15,000,000 (P.Y.: 15,000,000) Equity Shares of $ 10/-each 150.00 150.00

500.00 500.00

Issued, Subscribed and Paid up

11,316,724 (P.Y.: 11,316,724) Equity Shares of $ 10/-each fully paid 113.17 113.17

Total 113.17 113.17

a) Reconciliation of the number of Shares:

Equity As on March 31, 2017 As on March 31, 2016No of shares Amount No of shares Amount

Shares outstanding as onApril 1, 2016 11,316,724 113.17 11,316,724 113.17

Shares outstanding as onMarch 31, 2017 11,316,724 113.17 11,316,724 113.17

b) List of Shareholders holding more than 5% of the total number of shares issued by the Company:

As on March 31, 2017 As on March 31, 2016No of % of No of % of

Name of the shareholder Shares held Shareholding Shares held Shareholding

1. Mr R V Tyagarajan (HUF) 959,556 959,556Mr R V Tyagarajan (Individual) 81,000 81,000

Total 1,040,556 9.19 1,040,556 9.19

2. M/s. Venkatesa TyagarajanPrivate Ltd 2,682,600 23.71 2,682,600 23.71

3. M/s. Mustang Trading andInvestments Private Ltd 2,786,358 24.62 2,786,358 24.62

Terms attached to Shares:

Equity Shares

The Equity shares have a par value of $10/-each. Each holders of equity share is entitled to one vote per share.

The dividend when proposed by the Board of Directors is subject to approval of the shareholders in the ensuingAnnual General Meeting. Repayment of capital on liquidation will be in proportion to the number of equity sharesheld.



86

NOTES

3. RESERVES AND SURPLUSa) Capital Reserves

As per the last Balance Sheet 24.74 24.74b) USAID Matching Grant

As per the last Balance Sheet 17.87 17.87c) Capital Redemption Reserve

As per the last Balance Sheet 669.07 669.07d) Share Premium Account

As per the last Balance Sheet 1,288.15 1,288.15e) General Reserve


f) Revaluation ReserveAmount credited during the year onRevaluation of Land (See Note no.31) 1,021.79 –

g) Surplus in the Statement of Profit & LossOpening balance (571.36) (273.16)

Add : Net Profit / (Loss) for the year (82.57) (298.20)

Closing Balance (653.93) (571.36)

Total 2,849.94 1,910.72


4. LONG TERM BORROWINGS

Securedi) Term loans

a) From Banks 457.41 702.35

b) From Govt.of India, Sugar Development Fund (SDF) 345.29 345.29

c) From L&T Infrastructure Finance Company Ltd 74.85 88.35

d) From L&T Finance Limited 424.15 506.35

ii) Other Loans and Advances

a) Obligation under Finance Lease 46.00 63.60

b) Tamil Nadu Newsprint and Papers Limited

Interest bearing Loans 252.50 252.50

Interest free Advances 410.00 410.002,010.20 2,368.44

Less: Amount due within 12 months disclosed under Other Current Liabilities 588.89 538.41

Total 1,421.31 1,830.03

($ in million)




87


NOTES


4.1 Term Loans from banks of $ 269.72 million (P.Y. $ 423.85 million) as detailed below are secured on a pari passu first chargebasis on Company's Fixed Aeests including Land and Buildings, Plant and Machinery and other immovable Fixed Assetsboth present and future and exclusive second charge on Current Assets of the Company.

Name of the Bank Amount Terms of repayment and rate of interest1. State Bank of India - SEFASU Scheme 188.52 This loan carries interest at Bank’s Base rate plus 5% p.a. (currently 14.15% p.a)

and is repayable in 36 monthly instalments of $ 8.30 million each, with morotoriumperiod of 24 months commencing from March, 2016.

2. State Bank of India, Term Loan - I 13.67 This loan carries interest at 3.60% p.a. above Bank’s Base rate (present rate14.25% p.a.) and is repayable in 54 monthly instalments commencing fromOctober, 2013.

3. State Bank of India, Corporate Loan - II 67.53 This loan carries interest at 3.15% p.a. above Bank’s Base rate (present rate14.35% p.a) and is repayable in 72 monthly instalments commencing fromApril, 2014.

Total 269.724.2 Term Loans from banks of $ 187.69 million (P.Y. $ 278.50 million) are secured as detailed below:

Name of the Bank Amount Terms of repayment and rate of interestPunjab National Bank-Term Loan 187.69 Secured by pari passu first charge on the Fixed and Current Assets of theSEFASU-2014 Company. The Loan carries interest @ 12% p.a. and is repayable in 12 quarterly

instalments commencing from April, 2016.187.69

4.3 Term Loan from Sugar Development Fund (SDF) of $ 345.29 million (P.Y. $ 345.29 million) is secured as detailed below.Term Loan from Sugar Development 345.29 Term Loan from SDF of $ 93.28 million is secured by pari passu first chargeFund for the expansion of Sugar Plants on immovable and movable assets of Kottur unit and loan of $ 252.01 million is

secured by pari passu first charge on immovable and movable assets of Pennadamunit. The Loan carries interest at 2% below the Bank Rate (Currently 4.00% p.a.)and is repayable in 5 yearly instalments commencing from April, 2017.

345.29

($ in million)

4.4 Term Loan from L&T Infrastructure Finance Company Ltd and L&T Finance Ltd are Secured by:a) First charge by way of hypothecation of all present and future book debts of Co-generation Division and exclusive charge

on Escrow Account of Power receivables.b) Second pari passu charge by way of hypothecation of Company's movable including Movable Plant and Machinery, Spares,

Tools Accessories, Furniture, Fixtures, Vehicles and other Movable Assets, present and future asset of the Company.c) Second pari passu charge by way of hypothecaton in favour of Lender, all present and future Book debts, Bills, Monies

receivables and Cash flows except Receivables and Cash flows of Power Plants of the Company.d) Subservient charge on the Fixed Assets of the Power Plant at Kottur.e) Mortgage by second pari passu charge on immovable properties of the Company except Fixed Assets of Kottur Plant.f) The loan carries interest at 14.25% per annum and is repayable in 120 monthly instalments commencing from June, 2011.

4.5 Obligations under Finance Lease is secured by the respective asset purchased under Finance Lease. The loan carries interestat the rate of 15% p.a. and is repayable in 60 instalments from the date of disbursement.

4.6 Interest free Advance of $ 410.00 million (P.Y.: $ 410.00 million) from Tamil Nadu Newsprint and Papers Ltd is Secured by wayof residuary charge on the Fixed Assets of the Company. The said advance is repayable on completion of Fuel Supply Agreementwith respective Companies.

4.7 Interest bearing Advance from Tamil Nadu Newsprint and Papers Ltd of $ 252.50 million (P.Y.: $ 252.50 million) is Secured byway of residuary charges on the Fixed Assets of the Power Plants. The loan carries interest at the rate of 9% p.a. Term Loan of$ 200.00 million is repayable in 23 half yearly instalments of $ 8.70 million each from September 2015. Term Loan of $ 52.50million is repayable in 16 half yearly instalments from September 2011. Pending reconciliation of Accounts with TNPL, therepayment of Principal of $ 69.78 million and Interest of $ 39.07 milllion have not been made by the Company.

4. 8 Secured Loans to the extent of $ 686.69 million (P.Y.: $ 873.20 million) as detailed below are additionally secured by CorporateGuarantee of Thiru Arooran Sugars Ltd.a) From Banks 187.69b) L&T Infrastracture Finance Co Ltd 74.85c) L&T Finance Ltd 424.15

Total 686.694.9 Secured Loans to the extent of $ 376.21 million (P.Y.: $ 575.50 million) are also guaranteed by Chairman and Managing

Director.4.10 Term loans availed by Holding, Subsidiary and Associate Company are secured by the assets of the respective Companies.

88

NOTES



($ in million)

5. OTHER LONG TERM LIABILITIESTrade Advance 8,042.86 8,636.34Less: Amount due within 12 months disclosed under other

Current Liabilities 566.22 419.23Total 7,476.64 8,217.11


6. LONG TERM PROVISIONSa) Provision for Employee Benefits

Earned Leave 19.70 18.29Total 19.70 18.29

7. SHORT TERM BORROWINGSSecuredFrom Banksi) Cash Credit 767.94 793.89

Unsecuredii) Others 300.00 –Total 1,067.94 793.89

($ in million)


7.1 Cash Credit from State Bank of India of $ 113.06 million (P.Y.:: $ 100.54 million) is secured by way of hypothecationof Current Assets viz., stock of Raw materials, Semi finished goods, Finished goods, Receivables and othercurrent assets of the Distillery division and $ 150.39 million (P.Y.: $ 147.88 million) is secured by way of hypothecationof Current Assets viz., Finished goods, Molasses, Consumable stores, Receivables and other current assets ofSugar division on pari-pasu first charge basis with other Working Capital and EPBG Lenders.

7.2 Cash Credit from other Banks of $ 342.10 million (P.Y.: $ 364.28 million) are secured by way of charge on theCurrent assets viz., stock of Raw materials, Semi finished and Finished goods, Consumable Stores and Sparesand charge on Book Debts and second charge on immovable assets of the Company on pari-pasu basis.

7.3 Cash Credit to the extent of $ 91.82 million (P.Y.: $ 91.52 million ) of Shree Ambika Sugars Ltd is secured by wayof hypothecation of Current Assets viz., stock of Raw material, Semi-finished goods, Consumable Stores andSpares and charge on Book debts of Power and Distillery divisions and second charge on the Fixed Assets ofSugar division. The above loans are also additionally secured by Corporate Guarantee of the Holding CompanyThiru Arooran Sugars Limited.

5.1 Trade Advance is secured by Export Performance Bank Guarantee (EPBG) issued by Banks . The EPBGissued by Banks are Secured by:

a) Pari passu First charge on Company’s Fixed Assets (excluding Assets under Leasee and Vehicles) alongwith Term Loan Lenders.

b) Pari passu First Charge on Current Assets of Sugar Units viz., Finished goods, Molasses, Consumablestores, Receivables and other Current Assets along with other Working Capital Lenders in the Consortium.

c) Corporate Guarantee of Terra Eenergy Ltd.

d) Personal Guarantee of Chairman and Managing Director.

89


8. TRADE PAYABLESa) Dues to Micro, Small and Medium Enterprises (Refer Note no. 35) – –b) Due to Others

Others 4,939.33 3,638.75Total 4,939.33 3,638.75

9. OTHER CURRENT LIABILITIESa) Current Maturities of long-term debt 588.89 538.41b) Current Maturities of Other Long Term Liabilities 566.22 419.23c) Interest accrued but not due on borrowings 76.27 134.84d) Interest accrued but not due on Trade advance – 29.27e) Interest accrued and due on borrowings 105.21 98.98f) Unpaid dividends 0.26 0.26g) Unpaid matured deposits and interest accrued thereon 0.78 0.78h) Statutory dues 143.39 63.20i) Others 627.41 423.65

Total 2,108.43 1,708.629.1 Refer Note no.4 for current maturities of Long Term Debt.

Refer Note no. 4.1 to 4.10 for details of securities etc.

10. SHORT TERM PROVISIONSa) Provision for Employee Benefits

i) Contribution to Provident Fund 4.74 4.80ii) Gratuity 41.88 32.04iii) Superannuation Fund 3.36 –iv) Earned leave 6.74 6.71v) Bonus 4.30 4.43vi) Salaries and Wages 4.92 3.73vii) Others 2.64 2.48

b) Excise Duty on Finished Goods 86.89 144.42

Total 155.47 198.61


7.4 Cash Credit to the extent of $ 70.57 million (P.Y.: $ 89.67 million) of Terra Energy Limited is secured by way ofhypothecation of Current Assets viz., stock of Raw Materials, Consumable Stores and Spares and charge onBook Debts and Second Charge on Immovable Assets of the Company, and by Corporate Guarantee of theHolidng Company, Thiru Arooran Sugars Ltd.

7.5 Cash Credit Limit to the extent of $ 400.34 million (P.Y.: $ 378.88 million) are also secured by Corporate Guaranteeof Terra Energy Limited.

7.6 Cash Credit Limit to the extent of $ 263.44 million (P.Y.: $ 248.42 million) is also Guaranteed by Chairman andManaging Director.

7.7 Cash Credit Facitlity is renewable every 12 months.

7.8 Short Term Borrowings availed by Holding, Subsidiary and Associate Company are secured by the assets of therespective Companies.

7.9 Other Loans of $ 300.00 million (P.Y.: Nil) has been guaranteed by Chairman and Managing Director.($ in million)

NOTES


90 Consolidated Financial Statements

($ in

milli

on)

Form

ing

part

of th

e Fi

nanc

ial S

tate

men

ts

NO

TES

aTa

ngib

le A

sset

s

Land

- Fr

eeho

ld34

4.74

1,02

1.79

0.43

–1,

366.

96–

––

–1,

366.

9634

4.74

Build

ings

1,22

0.73

––

–1,

220.

7350

5.12

19.6

6–

524.

7869

5.95

715.

61

Plan

t and

Equ

ipm

ent

i)O

wned

11,2

46.3

5–

119.

55–

11,3

65.9

05,

972.

4318

6.66

–6,

159.

095,

206.

815,

273.

92

ii)As

set u

nder

leas

e40

6.18

––

0.58

405.

6012

9.73

25.1

40.

1915

4.68

250.

9227

6.45

Furn

iture

& F

ittin

gs a

nd O

ffice

Equip

men

ts - O

wned

99.4

4–

3.11

–10

2.55

88.1

23.

45–

91.5

710

.98

11.3

2

Vehi

cles

37.7

8–

0.14

0.65

37.2

734

.39

2.07

0.61

35.8

51.

423.

39

Sub

-tota

l (a)

13,3

55.2

21,

021.

7912

3.23

1.23

14,4

99.0

16,

729.

7923

6.98

0.80

6,96

5.97

7,53

3.04

6,62

5.43

bIn

tang

ible

Ass

ets

Com

pute

r Sof

twar

e 2

5.61

–0.

36–

25.9

723

.23

1.36

–24

.59

1.38

2.38

Tota

l (a+

b)13

,380

.83

1,02

1.79

123.

591.

2314

,524

.98

6,75

3.02

238.

340.

806,

990.

567,

534.

426,

627.

81

cCa

pita

l Wor

k-in

-Pro

gres

s27

3.71

–93

.20

123.

4824

3.43

––

––

243.

4327

3.71

11FI

XED

ASS

ETS

Gros

s Bl

ock

Depr

eciat

ionNe

tBl

ock

Sl..

Desc

riptio

nAs

atAd

dition

s on

Othe

rSa

les/

As at

As at

For th

eWi

thdraw

nAs

atAs

atAs

atNo

.Ap

ril 1,

2016

acco

unt o

fAd

dition

sad

justm

ent

March

31, 2

017

April

1, 20

16ye

ardu

ring t

he ye

arMa

rch 31

, 201

7Ma

rch 31

, 201

7Ma

rch 31

, 201

6Re

valua

tion

(see N

ote no

.31)

91

NOTES



12. NON-CURRENT INVESTMENTS

At Cost

A. Non-Trade:

In Equity Shares of the Companies - Quoted

a) 15,000 Equity Shares of $ 10/- each inSouth Asian Financial Exchange Ltd 0.15 0.15

b) 2000 Equity Shares of $ 2/- each inICICI Bank Ltd., 0.02 0.02

c) 4,737 Equity Shares of $ 10/- each inPunjab Communications Ltd 1.18 1.18

d) 414 Equity Shares of $ 10/- each inUnited Spirits Ltd. 0.40 0.40

e) 17,400 Equity Shares of $ 10/- each inPrime Securities Ltd 1.76 1.76

f) 23,001 Equity Shares of $ 10/- each inMadan Capital Market Ltd 0.35 0.35

g) 15,800 Equity Shares of $ 10/- each inIndusInd Bank Limited. 0.71 0.71

h) 44,535 Equity Shares of $ 10/- each inUnion Bank of India 4.23 4.23

i) 7,800 Shares of $ 10/- each inUCO Bank at a premium of $ 2/- each fully paid 0.09 0.09

j) 4,717 Shares of $ 10/- each inPunjab National Bank at a premium of Rs.380/- eachfully paid 1.84 1.84

k) 352 Shares of $ 10/- each in IDBI 0.004 – 0.004

IN MUTUAL FUNDS

l) Units of Franklin Templeton Mutual Fund(Including dividend reinvestment) 0.80 0.04 – 0.84

Canara Robeco Mutual Fund 1.55 0.00 1.55

13.08 0.04 – 13.12

Less : Provision for diminution in value of Investments 3.18 – – 2.63

Sub - Total (A) 9.90 – – 10.49



($ in million)

92

NOTES



($ in million)

12. NON-CURRENT INVESTMENTS (contd.)

At Cost

B. Non-Trade:

In Equity Shares of Companies - Unquoted

Investment in other Companies:

i) Shares in Thanjavur Co-operative Marketing FederationLimited 0.0001 0.0001

ii) Shares in M/S CholamandalamIndustries Service Co-operative Society Ltd, Trichy 0.003 0.003

iii) 120,000 Equity Shares of $ 10/- eachin Trichy Distilleries & Chemicals Ltd., 0.63 0.63

Others:

1) 225,000 Equity Shares of $ 10/- eachfully paid up in E-Commodities Private Ltd. 2.25 2.25

2) 6,300 Equity Shares of $ 10/- each in KumbakonamRural Electricity Society 0.06 0.06

3) 35,12,600 - 6% Redeemable Cumulative PreferenceShares of $ 100/- each in Shreevastava IndustriesPvt Ltd. 351.26 351.26

Government Securities

6 Year National Savings Certificate(Deposited with various Government Departments) 0.01 – – 0.01

Sub Total (B) 354.22 – – 354.22

Total (A+B) 364.12 – – 364.71

Aggregate value of Quoted Investments (P.Y.: $ 9.90 million) 10.49

Aggregate Market value of Quoted Investments (P.Y.: $ 27.62 million) 37.96

Aggregate value of Unquoted Investments (P.Y.: $ 354.22 million) 354.22



93


13. TAX EFFECTS OF ITEMS CONSTITUTINGDEFERRED TAX ASSETSa) On difference between Book value and

Tax balance of Fixed Assets (1,266.61) (1,268.78)

b) Unabsorbed Depreciation and Business Loss 1,897.26 1,835.05

c) Expenses disallowed u/s 43 B allowableon payment 83.99 71.83

Total 714.64 638.10

14. LONG TERM LOANS AND ADVANCES(Unsecured and considered good)

a) Security Deposits 41.94 49.31

b) Advance for Capital Goods 1.97 6.07

c) Advance Tax (Net of provisions) 280.41 112.17

d) MAT Credit Entitlement 211.03 376.13

e) Govt Subsidies 196.39 196.19

f) Interest receivable on Trade Dues 418.68 416.59

Total 1,150.42 1,156.46

15. INVENTORIES(Valued at lower of cost or net realisable value)

a) Raw materials 2,096.87 45.99

b) Work in progress 107.90 136.23

c) Finished goods 1,853.16 2,786.77

d) Stores and Spares 331.06 339.44

e) Others:

Standing crop at own Farm 0.70 0.83


Total 4,391.91 3,309.75

16. TRADE RECEIVABLES(Unsecured and considered good)

a) Trade Receivables outstanding for a periodexceeding six months

(i) Considered good 1,722.17 1,619.26

(ii) Considered doubtful 0.36 0.36

Less: Provision for bad and doubtful debts 0.36 – 0.36 –

b) Other debts 393.81 363.81

Total 2,115.48 1,983.07

NOTES



94

NOTES




17. CASH AND CASH EQUIVALENTSa) Cash on hand 0.45 0.75

b) Balance with Banks

i) In Current Account 100.33 420.08

ii) In Deposit Account 600.84 535.23

iii) In unpaid Dividend / Dividend a/c balance 0.26 0.26

iv) In Earmarked Account 0.02 0.04

Total 701.90 956.36

17.1 Bank balance in Deposit Account include deposit of $ 130.72 million (P.Y.: $ 163.97 million) which have maturityof more than 12 months

17.2 Bank balance in Deposit Account include deposit of $ 600.26 million (P.Y.: $ 534.63 milion) as margin money tobanks for various facilities granted to the Company.


18. SHORT TERM LOANS AND ADVANCES(Unsecured and considered good)

a) Prepaid expenses 269.74 545.54

b) Balances with Central Excise Department 84.50 99.26

c) Due by Officers of the Company 4.10 4.10

d) Others 337.24 277.40

e) Other Advances considered doubtful 2.53 2.53

Less: Provision 2.53 2.53

Total 695.58 926.30

19. OTHER CURRENT ASSETSGovt. Subsidies 22.18 136.06

Interest accrued on Deposit 7.85 9.01

Interest accrued on Trade Receivables 104.52 93.54

Supplier's Advance 12.48 13.86

Others 2,003.13 1,920.79

Total 2,150.16 2,173.26

($ in million)

95

NOTES


March 31, 2017 March 31, 2016

20. REVENUE FROM OPERATIONSa) Sale of Products

Sugar 4,753.35 4,365.36Alcohol 1,106.87 561.08Bio-compost & Insecticides 9.64 11.27Pressmud 0.25 –Sale of Power 416.35 404.06Others 0.69 6.89

6,287.15 5,348.66

b) Other Operating RevenuesScrap Sale 6.68 11.82Sale of Paddy and other produce 1.72 1.87Duty Drawback on Export of Sugar 2.19 21.53Incentive on Export of Sugar – 343.57Central Govt. Production Subsidy 13.08 37.69Sundry Receipts 4.67 28.06

28.34 444.54

Total Revenue from Operations 6,315.49 5,793.20

21. OTHER INCOMEa) Interest Income

i) Interest from Bank Deposit 45.05 24.77ii) Interest on overdue Trade Receivables 28.38 38.57iii) Other Interest 7.03 21.18

b) Dividend Income from Long term investments 0.21 0.48

c) Rent receipts 1.19 1.24

d) Profit on Sale of Assets 0.08 –

e) Net gain on foreign currency transactions 175.20 –

Total 257.14 86.24

22. COST OF MATERIALS CONSUMEDOpening Stock 45.99 38.95Add: Purchases 5,293.01 2,858.79

5,339.00 2,897.74Less:Closing Stock 2,096.87 45.99Cost of Materials Consumed 3,242.13 2,851.75Cost of Materials comprise of:Sugar Cane 2,926.48 2,709.15Molasses 274.31 80.35Coal 27.25 47.65Bagasse 1.09 1.97Others 13.00 12.63Total 3,242.13 2,851.75



96

NOTES


March 31, 2017 March 31, 2016

23. CHANGES IN INVENTORY OF FINISHED GOODS

Opening Stock on 01.04.2016

Sugar 2,518.80 4,358.85

Molasses 158.95 123.58

Alcohol 116.79 135.70

Bagasse 0.25 2.49


Biocompost 0.49 0.52


Total 2,932.34 4,714.15

Closing Stock on 31.03.2017

Sugar 1,481.56 2,518.80

Molasses 211.90 158.95

Alcohol 149.31 116.79

Bagasse 0.09 0.25


Biocompost 2.22 0.49


Total 1,953.68 2,932.34

Changes in Inventory 978.66 1,781.81

24. EMPLOYEE BENEFIT EXPENSESa) Salaries and Wages 290.34 310.73b) Contribution to provident and other funds 37.14 31.37c) Staff welfare expenses 12.65 12.07Total 340.13 354.17

25. FINANCE COSTa) Interest Expenses

i) Term Loans 143.99 444.13ii) Other loans 465.22 496.36

b) Other borrowing costs 185.06 122.64

Total 794.27 1,063.13



97

NOTES


March 31, 2017 March 31, 2016

26. OTHER EXPENSESConsumption of Chemicals and Lubricants 73.42 55.42Power and Fuel 170.75 102.20Packing Materials 46.83 31.15Rent 5.79 7.29Insurance 13.90 14.05Rates & Taxes 24.83 21.13Excise Duty Provision (57.52) 5.54Cane Development Expenses 112.81 128.61Repairs & Maintenance:- Plant & Machinery 57.22 75.67- Buildings 5.50 2.93- Others 24.02 22.90Transport and Handling charges 2.61 2.56Selling and Distribution expenses 91.45 123.60Composting and Effluent treatment expenses 40.04 21.87Research Farm & Development Expenses 4.97 4.46Audit Fees and Expenses (Refer Note No.27) 2.20 1.92Managing Director Remuneration 11.11 7.41Directors Sitting Fees 0.79 0.79Directors Travelling Expenses 3.09 1.84Market Advisory Fee 243.23 123.40Legal & Professional charges 20.13 17.84Travelling and Conveyance 6.03 6.48Donation 0.20 –Printing and Stationery 2.11 2.11Telephone and Telex 3.07 3.12Vehicle Maintenance 11.64 11.89Bank Charges 3.83 6.57Forex Fluctuation Loss – 140.79Security Expenses 26.17 27.18Others 14.70 13.47Total 964.92 984.19

27. AUDITOR'S REMUNERATIONa) Statutory Audit:

i) For Statutory Audit 0.96 0.95ii) For Taxation matters – 0.13iii) For Other Services 0.72 0.57iv) For reimbursement of expenses 0.02 0.06

b) Cost Audit:i) For Statutory Audit 0.17 0.17ii) For Other Services – 0.01iii) For reimbursement of expenses – 0.03

c) Secretarial Audit Fees 0.33 –

Total 2.20 1.92



98

31. The Land of the Company has been revalued based on market / guidelines value as considered approprate and asum of $1021.79 million has been added to the Book Value of the Land with corresponding credit to RevaluationReserve.

32. In respect of Power exported by the Company to Tamil Nadu Generation and Distribution Corporation (TANGEDCO)Limited during the off-season, TANGEDCO has settled the purchase price of Power at a lower rate since April 01,2005 till March 31, 2010 as against the applicable tariff under the Power Purchase Agreement (PPA) entered intobetween the Company and the TANGEDCO. The differential amount due from TANGEDCO on this account is$ 257.58 million (Previous year $ 257.58 million).The Petition filed by the Company before the Tamil Nadu ElectricityRegulatory Commission seeking direction to TANGEDCO to settle the arrears for the said period along with claimfor interest is pending disposal. The interest claimed from TANGEDCO on the aforesaid arrears is $ 25.76 million(Previous year $ 36.49 million) which is included in the Other Interest Income under Item No.21.

For the For theParticulars year ended year ended

March 31, 2017 March 31, 2016

29. CONTINGENT LIABILITIES IN RESPECT OFGuarantees issued by bankers – 2.27Estimated amount of Contracts to be executed on capital accountand not provided for (Net of advance paid) 6.26 9.37Other Commitments - Purchase Order given foritems such as Raw materials, Stores and Spares, Services etc., 18.88 113.42Disputed Income Tax demand / liabilities not provided for 259.92 117.48Claims against the Company for Excise Duty and others includingIndustrial disputes not acknowledged as debts and not provided for 421.12 412.88Disputed Purchase Tax & Sales Tax liabilities not provided for 335.28 335.28

($ in million)

NOTES

Forming part of the Financial Statements28. NET ASSETS AND SHARE OF PROFIT OR LOSS OF SUBSIDIARY/ASSOCIATE ON CONSOLIDATED NET

ASSETS / PROFIT OR LOSS

Name of the Entity

Net Assets Share in Profit or (Loss)As a % of Amount As a % of Amount

consolidated ($ in consolidated ($ inNet Assets million) Profit or (Loss) million)

Indian Subsidiary:Terra Energy Ltd 25.96 883.02 3.56 5.40

Associate:Shree Ambika Sugars Ltd 61.54 2,093.27 73.19 (110.97)

Minority interest in allSubsidiaries and Associates 12.89 438.56 45.54 (69.04)

30. Pursuant to the Notification dated March 30, 2017, of the Ministry of Corporate Affairs, details of Specified BankNotes (SBNs) held and transacted during the period from November 08, 2016 to December 30, 2016 are as follows.

SBNs Other Denomination notes TotalClosing cash in hand as on 08.11.2016 3.26 1.05 4.31(+) Permitted receipts – 4.39 4.39(-) Permitted payments – 4.90 4.90(-) Amount deposited in Banks 3.26 – 3.26Closing cash in hand as on 30.12.2016 – 0.54 0.54

($ in million)


99

NOTES



33. As per the Power Purchase Agreement entered into between the Company and TANGEDCO, the tariff payable inrespect of Power exported by the Company is governed by TANGEDCO Board Proceedings No 1 dated January 11,2000 and No 93 dated May 16, 2000. Vide aforesaid Board Proceedings, the tariff was fixed for a period of 10 yearsfrom April 01, 2000 to March 31, 2010 with a condition that it will be reviewed after this period. Upon expiry of the tariffperiod as aforesaid, since the Power to determine tariff is vested by the Electricity Act, 2003 with the State ElectricityRegulation Commission (TNERC), TANGEDCO filed Petition before TNERC for determination of the tariff effectivefrom April 01, 2010. TNERC has vide its Order dated March 31, 2016, prescribed the tariff applicable to all Cogenerationplants established prior to May 15, 2006. The Company has filed an appeal against the order of the TNERC andbased on legal advice the Company is confident of succeeding in the Appeal. Pending this, the Company hascontinued to raise invoice for Power exported to TANGEDCO at rates arrived at as earlier after considering escalationof 5% annually. However in veiw of the uncertainty involved, the amount of escalation @ 5% amounting to $ 20.10million is not considered as income for the year. Sale of Power includes $ 158.76 million (P.Y.: $ 202.95 million)representing the excess of the invoiced amount over the rate at which invoices are being settled by TANGEDCO.

34. Company has filed Appeal before the Supreme Court against the Order of the High Court of Madras, dismissing theWrit Petition filed by the Company, challenging the levy of Electricity Tax as per Tax on Consumption and Sale ofElectricity Act, 2003 as amended by Act 38 of 2007. Pending disposal of the Appeal / Special Leave Petition by theSupreme Court, no provision is considered necessary for $ 209.99 million (P.Y.: $ 205.65 million). Against thisliability, demand has been raised for $ 161.11 million (P.Y.: $ 161.11 million) which includes interest of $ 47.37 million(P.Y.: $ 47.37 million) for sale of power through PTC which has been stayed by the High Court of Madras anddemand of $ 153.03 million (P.Y.: $ 150.21 million) inclusive of interest of $ 63.40 million (P.Y.: $ 63.09 million) forconsumption of power by sugar unit.

35. The Company has not received any intimation from the suppliers regarding status under the Micro, Small andMedium Enterprises Development Act, 2006 (The Act) and hence disclosure regarding:a. Amount due and outstanding to suppliers as at the end of the accounting year.b. Interest paid during the year.c. Interest payable at the end of the accounting year.d. Interest accrued and unpaid at the end of the accounting year, have not been provided.

36. PENDING LITIGATIONS

a. The Claim Petition filed by the Company against Railways for wrongful delivery of goods has been disposedby the Railway Claims Tribunal, Chennai Bench in favour of the Company. Railways have filed appeal beforethe High Court of Judicature at Madras and the same is pending disposal.

b. Legal Proceedings initiated by and against the Company have arisen in the ordinary course of business.The proceedings initiated by the Company include claim on supplier for contaminated supply of material.The Management expects that these legal proceedings, when ultimately concluded and determined, will nothave a material and adverse effect on the Company's financial position.

37. EARNINGS PER SHARE

As at As at31.03.2017 31.03.2016

Profit/(Loss) After Tax as per Statement of Profit & Loss ($ in million) (82.57) (298.20)

Weighted average number of Equity Shares of $ 10/- eachoutstanding during the year 11,316,724 11,316,724

Earnings per Share (Annualised) Basic and Diluted ($) (7.30) (26.35)

38. Particulars of unhedged Foreign Currency Exposure as at Balance Sheet date ($ in million)

As at As at31.03.2017 31.03.2016

Trade Advance 8,042.86 8,636.34

100

39. Disclosure as per Accouting Standard - 15 (Revised) - Employee Benefits

1. Defined Contribution PlansContribution of $ 12.07 million (P.Y.: $ 27.02 million) to defined contribution plans is recognized as expenseand included in the employees cost in the Statement Profit and Loss.

2. Defined Benefit Plans(Value $ in million)

Gratuity Leave EncashmentGeneral description Funded Plan Non Funded Plan

Year ended Year ended Year ended Year ended31.03.2017 31.03.2016 31.03.2017 31.03.2016

a) Change in Defined Benefit ObligationPresent Value - Opening Balance 97.50 96.47 25.00 21.56Current Service Cost 9.56 10.15 3.52 3.38Interest Cost 7.43 7.45 1.85 1.68Actuarial Gain / (Loss) (2.28) (9.79) (0.41) (0.46)Benefits Paid 9.09 6.78 3.54 1.16Present Value - Closing Balance 103.12 97.50 26.42 25.00

b) Change in Fair Value of Plan AssetsOpening Balance 65.34 65.66 – –Expected Return 4.74 5.24 – –Actuarial Gain / (Loss) (0.08) 1.21 – –Contributions by Employer – – 3.53 1.16Benefits Paid 9.09 6.78 3.53 1.16Closing Balance 61.07 65.34 – –Actual Return 00.40 6.46 – –

c) Amount recognised in theBalance Sheet (as at year end)Present Value of Obligations 103.12 97.50 26.42 25.00Fair Value of Plan Assets 61.07 65.34 – –Net assets / (Liability) recognised (42.05) (32.16) (26.42) (25.00)

d) Expenses recognised in theStatement of Profit and LossCurrent Service cost 9.56 10.15 3.52 3.38Interest on obligation 7.43 7.45 1.85 1.68Expected return on plan assets 4.74 5.24 – –Net actuarial Gain / (Loss) (1.67) (8.57) (0.41) (0.46)Total Included in Employee Cost 10.58 3.78 4.96 4.60

e) Principal actuarial AssumptionsDiscount rate (%) 7.50% 8.00% 7.50% 8.00%Future Salary Increase (%) 4.00% 4.00% 4.00% 4.00%

f) In the absence of detailed information regarding Plan assets which is funded with SBI Life InsuranceCo Ltd, the composition of each major category of plan assets, the percentage or amount for eachcategory to the Fair Value of the Plan Assets has not been disclosed.

g) The Company expects to contribute $ 33.00 million (P.Y.: $ 18.00 million) to Gratuity Fund in 2017-18.h) The estimates of future Salary increases, considered in actuarial valuation, take account of inflation,

seniority, promotion and other relevant factors, such as supply and demand in the employment market.

NOTES




Geog

raph

ical S

egm

ent

Indi

a O

ther

Cou

ntrie

s To

tal

Y

E 31

.03.

2017

YE

31.0

3.20

16 Y

E 31

.03.

2017

YE

31.0

3.20

16 Y

E 31

.03.

2017

YE

31.0

3.20

16Se

gmen

t Rev

enue

Exte

rnal

Sales

to C

usto

mer

s / I

ncom

e

4,28

1.63

3,29

7.44

2,2

10.1

7 2

,490

.000

6,4

91.8

0 5

,787

.44

Segm

ent R

epor

ting

1.Th

e Co

mpa

ny's

oper

ation

s re

late

to m

anufa

cture

of s

ugar

, alco

hol a

nd g

ener

ation

of p

ower

.2.

The

Com

pany

is e

xpor

ting

suga

r apa

rt fro

m s

ale in

the

dom

estic

mar

ket. T

he a

nalys

is of

geo

grap

hical

segm

ent i

s de

mar

cate

d int

o loc

al an

d ex

ports

.3.

Inte

r seg

men

t Tra

nsfer

Pric

ing P

olicy

: Mola

sses

sup

plied

to A

lcoho

l seg

men

t is

base

d on

mar

ket p

rice

and

steam

on

actu

al co

st.

NO

TES

40. C

onso

lidat

ed S

egm

ent I

nfor

mat

ion

for t

he y

ear e

nded

Mar

ch 3

1, 20

17In

form

atio

n ab

out p

rimar

y bu

sines

s s

egm

ents

Desc

riptio

nSu

gar

Dist

illery

Powe

rUn

alloc

ated

Elim

inat

ion

Tota

lYE

31.0

3.17

YE 3

1.03.1

6YE

31.0

3.17

YE 3

1.03.1

6YE

31.0

3.17

YE 3

1.03.1

6YE

31.0

3.17

YE 3

1.03.1

6YE

31.0

3.17

YE 3

1.03.1

6YE

31.0

3.17

YE 3

1.03.1

6SE

GMEN

T RE

VENU

EEx

tern

al sa

les /

incom

e(G

ross

of E

xcise

Dut

y) 4

,957

.79

4,7

88.7

9 1

,113

.69

594

.19

420.

32 4

04.4

6 –

– 6

,491

.80

5,7

87.4

4In

ter-s

egm

ent S

ales

401

.57

390

.58

2.9

5 -

312

.49

369

.74

717

.02

760

.32

- -

Tota

l Rev

enue

5,3

59.3

6 5

,179

.37

1,1

16.6

3 5

94.1

9 7

32.8

2 7

74.2

0 -

717

.02

760

.32

6,4

91.8

0 5

,787

.44

SEGM

ENT

RESU

LTSe

gmen

t Res

ultUn

alloc

ated

Cor

pora

te16

7.42

(648

.46)

303

.73

144

.09

358

.33

365

.18

829

.47

(139

.19)

Expe

nses

net

off

unall

ocab

leIn

com

e 3

41.0

5 3

60.1

4 3

41.0

5 3

60.1

4Op

erat

ing P

rofit

167

.42

(648

.46)

303

.73

144

.09

358

.33

365

.18

(341

.05)

(360

.14)

––

488

.42

(499

.34)

Inte

rest

Expe

nse

– –

– –

– –

794

.26

1,0

63.1

3 7

94.2

6 1

,063

.13

Inte

rest

Inco

me

– –

– –

– –

80.

45 8

4.52

80.

45 8

4.52

Prof

it / (

Loss

) Bef

ore T

ax 1

67.42

(648

.46)

303

.73 1

44.09

358

.33 3

65.18

(1,05

4.86)

(1,33

8.75)

– –

(225

.38)

(1,47

7.94)

Inco

me T

ax 2

.77

1.5

0 2

.77

1.5

0MA

T Cr

edit

(376

.13)

– (3

76.1

3)De

ferre

d Ta

x (N

et)

(76.

54)

(629

.03)

(76.

54)

(629

.03)

Prof

it/(L

oss)

Afte

r Tax

167

.42 (6

48.46

) 3

03.73

144

.09 3

58.33

365

.18 (9

81.08

) (3

35.09

) –

– (1

51.61

) (4

74.28

)OT

HER

INFO

RMAT

ION

Segm

ent A

sset

s 1

0,96

1.73

9,2

45.1

1 1

,639

.49

1,4

51.2

6 4

,462

.63

4,3

24.0

2 1

7,06

3.85

15,

020.

40Un

alloc

ated

Cor

pora

te A

sset

s 3

,622

.65

3,7

22.0

1 3

,622

.65

3,7

22.0

1To

tal A

sset

s 1

0,961

.73 9

,245.1

1 1

,639.4

9 1

,451.2

6 4

,462.6

3 4

,324.0

2 3

,622.6

5 3

,722.0

1 –

– 2

0,686

.50 1

8,742

.41Se

gmen

t Liab

ilities

5,12

4.23

4,5

21.8

9 2

33.6

5 1

84.5

7 1

,879

.91

1,8

11.5

8 7

,237

.79

6,5

18.0

4Un

alloc

ated

Cor

pora

te L

iabilit

ies 1

3,44

8.71

12,

224.

37 1

3,44

8.71

12,

224.

37To

tal L

iabilit

ies5,1

24.23

4,52

1.89

233

.65 1

84.57

1,87

9.91

1,81

1.58

13,4

48.71

12,2

24.37

– –

20,6

86.50

18,7

42.41

Capit

al Ex

pend

iture

34.

86 8

.66

24.

64 1

.79

33.

29 2

3.01

0.0

9 0

.20

92.

87 3

3.65

Depr

eciat

ion13

9.18

140

.45

32.

49 3

2.60

65.

18 6

4.44

1.4

9 1

.90

238

.34

239

.39

Non-

Cash

Exp

ense

s ot

her t

han

Depr

eciat

ion –

(10.

37)

– –

– –

– 1

51.1

6 –

– –

140

.79

($ in

milli

on)

102

CASH FLOW STATEMENT

CONSOLIDATED CASH FLOW STATEMENT


CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Taxation (225.38) (1,477.94)

Adjustments for

- Depreciation 238.34 239.39

- Interest expenses 794.26 1,063.13

- Loss / (Profit) on sale of Assets / Investments (0.08) –

- Provision for dimunition in the value of Investment (0.55) 0.06

- Forex Fluctuation Loss (Income) (175.20) 140.79

- Other Income (80.67) (85.00)

Operating Profit Before Working Capital Changes (A) 550.72 (119.57)

Decrease in Current Assets

- Inventories (1,082.15) 1,831.65

- Receivables (132.41) (293.77)

- Loans & Advances 256.93 (1,104.83)

- Margin Deposit for Bank loans (65.64) (477.22)

Increase in Current Liabilities 1,529.73 97.23

Increase / (Decrease) in Working Capital (B) 506.46 53.06

Cash generated from Operations (A + B) 1,057.18 (66.51)

Income Tax Paid (2.77) (1.50)

Cash Flow before Extraordinary items 1,054.41 (68.01)

Extraordinary Items – –

Net Cash From Operating Activities (C) 1,054.41 (68.01)

CASH FLOW FROM INVESTING ACTIVITIES

Addition to Fixed Assets (93.30) (33.65)

Investments (0.04) (0.04)

Interest Received 83.39 33.25

Dividend Received 0.21 0.48

Proceeds from Sale of Assets 0.50 –

Cash flow from Investing Activities (D) (9.24) 0.04

Net Cash used in Investment activities (C + D) 1,045.16 (67.96)

($ in million)


103

CASH FLOW STATEMENT


CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Liabilities (Trade Advance) – 8,495.55Proceeds from Short Term Borrowings - Unsecured 300.00 –Proceeds from / (Repayment) of Short Term Borrowings (25.95) (4,475.99)Repayment of Long Term Borrowings (358.24) (2,544.50)Repayment of Long Term Liabilities (418.28) –Interest Paid (862.79) (1,026.23)

Net Cash From Financing Activities (E) (1,365.26) 448.83Net Increase In Cash (C + D + E) (320.09) 380.87Opening Balance 421.73 40.86Closing Balance 101.64 421.73

Reconciliation of Cash & Cash Equivalents with the Balance Sheet

Cash & Cash Equivalents as per Balance Sheet 701.90 956.36

Less : Margin Deposit not considered as Cash and Cash Equivalents as defined in AS-3 600.26 534.63

Cash & Cash Equivalents as per Cash Flow closing balance 101.64 421.73

Note: 1. Figures in brackets represent outflows2. Previous year figure has been regrouped to conform to current year's classification.

($ in million)


R R Karthikeyan V Thirupathi R V TyagarajanChief Financial Officer and Director Chairman andCompany Secretary Managing Director

Auditors' Certificate

This is the Cash Flow statement referred to in our report of even date attached.



S Nagarajan,Partner

Membership No. 20899Chennai, May 27, 2017


Notes

THIRU AROORAN SUGARS LIMITED

CIN: L15421TN1954PLC002915Regd. Office: "Eldorado" - 5th Floor 112, Nungambakkam High Road, Chennai - 600 034

Website: www.tasugars.in, E-mail id: [email protected]: 044 - 28276001, 28270915, Fax : 044-28270470

Form No. MGT - 11

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014)

61th Annual General Meeting - September 30, 2017

Name of the Member(s) : ........................................................................................................................................

Registered Address : ........................................................................................................................................

E-mail ID : ........................................................................................................................................

Folio No./Client ID, DPID : ........................................................................................................................................

I/We, being the holder(s) of ....................................................... shares of Thiru Arooran Sugars Ltd, hereby appoint.

1. Name........................................................................... Address ...............................................................................

E-mail ID .................................................................... Signature .................................................. or failing him/ her

2. Name........................................................................... Address ...............................................................................

E-mail ID .................................................................... Signature .................................................. or failing him/ her

3. Name........................................................................... Address ...............................................................................

E-mail ID .................................................................... Signature ..............................................................................

as my/our proxy to attend and vote (on a poll) for me / us and on my/our behalf at the 61st

Annual General Meeting of theCompany to be held at 10.45 A.M. on Saturday, September 30, 2017 at the Mini Hall, The Music Academy Madras, 168 T.T.K.Road, Royapettah, Chennai - 600 014, and at any adjournment thereof, in respect of such resolutions as are indicated below:

Resolution ResolutionNo.

Ordinary Business1 a) Adoption of audited Standalone Financial Statements of the Company for the financial year ended

March 31, 2017 along with the Reports of the Board of Directors and Auditors andb) Adoption of audited Consolidated Financial Statements of the Company for the financial year

ended March 31, 2017 along with the Report of the Auditors2 Reappointment of Mrs Malathi Ram Tyagarajan3 Appointment of Statutory Auditors

Special Business4 Reappointment of Mr. R V Tyagarajan as Managing Director5 Reappointment of Mr. V Thirupathi as Independent Director6 Ratification of remuneration for the Cost Auditor for the Financial Year 2017-187 Approval for Mortgage of Immovable Assets of the Company

Signed this ______ day of ____________ 2017

Signature of the Shareholder__________________________

Signature of the Proxy holder(s)_______________________

Note : 1. This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48hours before the commencement of the Meeting.

2. Please complete all details of member(s) before submission.

AffixRevenue

stamp

106

Note:

1. Shareholders / Proxies wishing to attend the meeting MUST bring the Attendance Slip to the meeting and hand over at the entrance duly signed.

2. Physical copy of the Annual Report for 2016-17 and Notice of the Annual General Meeting (AGM) along with Attendance Slip and Proxy Form are sent in the permitted mode(s) to all members whose e-mail ID is not registered or have requested for a hard copy.

Note: During the e-voting period, Members of the Company holding shares as on the cut off date may cast their votes electronically. The cut off date for the purpose of e-voting is 7.rd23 September, 201

Please read the instructions given in the Notice of the Annual General Meeting carefully before voting electronically.

ATTENDANCE SLIP(To be handed over at the entrance of the Meeting Hall)

THIRU AROORAN SUGARS LIMITEDCIN : L15421TN1954PLC002915

Regd. Ofce : "Eldorado" - 5th Floor, 112, Nungambakkam High Road, Chennai - 600 034.

Ph : +91-44-28276001, 28281298; Fax : +91-44-28270470

Email : [email protected]; website : www.tasugars.in

st61 ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the ANNUAL GENERAL MEETING on thSaturday, 30 September, 2017 at 10.45 A.M.

at The Music Academy, “Kasturi Srinivasan Hall” (Mini Hall), New No. 168, T.T.K Road, Royapettah, Chennai - 600 014.

Member’s Folio /

DP ID-Client ID No.

Member’s / Proxy’s

Signature

Member’s / Proxy’s Name

in Block Letters

ELECTRONIC VOTING PARTICULARS

EVEN (Remote e-Voting Event Number) USER ID PASSWORD/PIN

Documents

Board of Directorstasugars.in/files/tasl-annual-report-2016-2017.pdf · 2 Thiru Arooran Sugars Limited THIRU AROORAN SUGARS LIMITED CIN: L15421TN1954PLC002915 Regd. Office: "Eldorado"