THIRU AROORAN SUGARS LIMITED · held at 10.15 A.M on Friday, September 30, 2016 at the Obul Reddy Hall 'Vani Mahal', 103 G.N. Chetty Road, T. Nagar, Chennai - 600 017, to transact

THIRU AROORAN SUGARS LIMITEDANNUAL REPORT 2015 - 16

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Board of Directors Notice Shareholders’ information � Directors’ Report Report on Corporate Governance � Management Discussion and Analysis� Independent Auditors’ Report � Balance Sheet Analysis �� Balance Sheet �� Statement of Profit and Loss �� Significant Accounting Policies �� Notes forming part of the Financial Statements � Cash Flow Statement � Consolidated Financial Statements ��

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

● Development Credit Bank Ltd● IDBI Bank Ltd● ICICI Bank Ltd● Punjab National Bank● State Bank of India● 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 60th Annual General Meeting of the Shareholders of the Company will beheld at 10.15 A.M on Friday, September 30, 2016 at the Obul Reddy Hall 'Vani Mahal', 103 G.N. Chetty Road,T. Nagar, Chennai - 600 017, 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, 2016and 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 31,2016 and the Report of the Auditors thereon.

2. Reappointment of retiring Directors

To 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. Ratification of Statutory Auditors' appointment

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

RESOLVED THAT the appointment of M/s. S.N.S. Associates, Chartered Accountants, Chennai, havingFirm Registration No.006297S allotted by the Institute of Chartered Accountants of India, as StatutoryAuditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) untilthe conclusion of the next AGM of the Company, for the third year, as recommended by the AuditCommittee and approved by the Board of Directors of the Company, pursuant to Section 139 of theCompanies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, on such remunerationas the Board of Directors of the Company may determine, be and is hereby ratified.

SPECIAL BUSINESS:

4. Ratification of remuneration of Cost Auditor

To 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 for


the Financial Year 2016-17 at Rs.60,000/- (Rupees Sixty Thousand only), exclusive of travel andout-of-pocket expenses incurred for purpose of such audit.

By order of the Boardfor THIRU AROORAN SUGARS LIMITED

Place : Chennai R R KarthikeyanDate : August 12, 2016 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 Special Businessunder item no.4 is annexed hereto.

3. Statement containing particulars of the retiring Director is attached herewith, pursuant to Regulation 36of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Enterprises (India) Ltd, II Floor, Kences Towers, No.1 Ramakrishna Street, NorthUsman 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 Circular issued by SEBI, it is mandatory to furnish a copy of PAN card to the Company/RTAin the following cases viz. transfer of shares, deletion of name, transposition of shares and transmissionof shares held in physical form. Shareholders are requested to furnish copy of PAN card for all theaforesaid transactions.

6. Pursuant to Regulation 36(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Sections 20,101 and 136 of the Companies Act, 2013, copy of the Notice of the AGM alongwith the Annual Report for the financial year 2015-16 are being sent by electronic mode to thosemembers whose e-mail addresses are registered with the Company / Depositories, unless any memberhas requested for a physical copy of the same. For members who have not registered their e-mailaddresses, physical copies are being sent by the permitted mode. The Annual Report and the Notice ofthe 60th 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 Disclosure


Requirements) Regulation 2015, the Company is offering e-Voting facility to its members in respectof business to be transacted at the 60th 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.

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

A shareholder can vote 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.

Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 4The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved theappointment and remuneration of M/s. Vaasan Co., Cost Accountants, as the Cost Auditor of the Company,to conduct the audit of the cost records of the Company relating to Sugar and Alcohol for the Financial Year2016-17, at a remuneration of Rs.60,000/- 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 nor any Key Managerial Personnel of the Company or their relatives are, in any wayconcerned or interested, financially or otherwise, in the resolution.

The Directors recommend the Resolution for approval by the Shareholders.

By order of the Boardfor THIRU AROORAN SUGARS LIMITED

Place : Chennai R R KarthikeyanDate : August 12, 2016 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

Directorship in other listed companies Nil

Chairman/Member of the Committee of the Board of Nomination and Remuneration

Directors 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 Remuneration

Committee:

Shree Ambika Sugars 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 Director seeking reappointment at the Annual General Meeting to be heldon September 30,2016, pursuant to Regulation 36 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015


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 60th 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 signatureof the duly authorized signatory(ies), who are authorized to vote to the Scrutinizer at his e-mail ID [email protected] with 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 26, 2016 (9.00 A.M,) and ends on September 29, 2016(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 24, 2016, 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 24, 2016 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 24, 2016. 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. September24, 2016 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 arenot registered with the Company/Depository Participant(s) or requesting physical copy):

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 AGM

1. The Company also offers the facility for voting through polling paper at the meeting. The members as on theCut-off date attending the AGM are entitled to exercise their voting right at the meeting if they have not cast theirvote by remote e-Voting.

2. Members who have cast their vote by remote e-Voting are also entitled to attend the meeting but they cannot casttheir vote 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, 2016.

Route map for the venue of AGM of Thiru Arooran Sugars Limitedto be held on Friday 30th September, 2016 at 10.15 A.M.

AGM Venue

The Obul Reddy Hall,"Vani Mahal" ,103 G.N.Chetty Road,T.Nagar, Chennai - 600 017

Bazzulla Road

Vijaya Raghava Road

Hotel Residency

To Anna Flyover

G.N. Chetty Road

Flyover

Dr. N

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The Obul

Reddy Hall

Vani Mahal

Thyagaraja Road

Pondy Bazar

Thiru

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Vallu

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Anna Road

Nort

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Panagal

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60th Annual Report 2015-16

Financial Highlights($ million)

For the Year 2005-06 2006-07 2007-08 2008-09 # 2010 2011-12 # 2012-13 2013-14 2014-15 2015-16

Profit and Loss Account:

Total Income 3,337.12 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

Total Expenditure 2,760.37 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

PBIDT 576.75 104.93 386.46 1,317.41 420.05 413.78 419.64 358.88 (98.28) (240.01)

Interest 172.40 191.98 222.44 370.89 276.92 235.40 233.67 452.36 526.51 385.01

Depreciation 114.99 123.25 123.49 169.64 126.52 172.29 138.38 153.99 78.44 77.69

Profit beforeExeceptional items 289.36 (210.30) 40.53 776.88 16.61 6.09 47.59 (247.46) (703.23) (702.71)

Exceptional Items 34.91 8.49 – – – – – – – –

PBT 254.46 (218.80) 40.53 776.88 16.61 6.09 47.59 (247.46) (703.23) (702.71)

Tax 99.67 (76.51) 25.57 361.46 11.10 (0.28) 23.65 (87.91) (231.00) (501.39)

PAT 154.79 (142.29) 14.95 415.43 27.70 6.38 23.94 (159.55) (472.23) (201.32)

EPS (Rs.) 13.68 (12.57) 1.32 29.37 2.45 0.45 2.12 (14.10) (41.73) (17.79)

Balance Sheet:

Gross Block 2,372.92 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

Net Block 1,281.40 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

Loan Funds 1,787.50 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

Net Worth 1,113.48 971.20 986.15 1,348.62 1,376.32 1,382.69 1,406.64 1,247.08 758.25 556.94

Book value per Share (Rs) 98.39 85.82 87.14 119.17 121.62 122.18 124.30 110.20 67.00 49.21

# 15 Months


Shareholders’

Date and Venue of Annual General Meeting

Friday, September 30, 2016 at 10.15 A.M. at Obul ReddyHall, "Vani Mahal" ,103 G.N.Chetty Road, T.Nagar,Chennai - 600 017,

Financial Calendar

The Financial Year of the Company is from April to March.Financial Reporting for the Quarter EndedJune 30, 2016 On or before August 14, 2016September 30, 2016 On or before November 14, 2016December 31, 2016 On or before February 14, 2017March 31, 2017 On or before May 30, 2017

Share Price Movements

The high and low prices of the Company's shares on theNational Stock Exchange of India Ltd and the BSE Limitedbetween April 2015 and March 2016 are as under:

National Stock Bombay Stock

MonthExchange Exchange

High Low High Low$ $ $ $

April 2015 25.10 32.80 30.95 25.10May 2015 31.15 26.55 31.05 25.20June 2015 30.50 25.00 31.80 24.75July 2015 30.00 25.55 31.00 25.60August 2015 34.00 23.50 34.00 24.15September 2015 29.00 23.45 29.25 22.15October 2015 47.90 25.00 47.85 24.65November 2015 49.90 34.50 50.00 31.50December 2015 42.70 36.00 42.65 36.00January 2016 54.75 36.00 55.00 36.20February 2016 41.00 29.90 41.30 30.10

March 2016 68.30 34.15 67.95 34.00

The performance of Company's shares during the year,in comparison to broad-based indices such as BSESENSEX and NSE NIFTY, are as follows:

Opening Closing % RiseApril 2015 March 2016 (Fall)

BSE SENSEX 27954.86 25341.86 (9.35)

NSE NIFTY 8483.70 7738.40 (8.79)

TASL Share Price in NSE 25.10 62.25 148.00

TASL Share Price in BSE 25.10 65.35 160.36

Listing and Trading of Company’s Equity Shares

The Company's Equity Shares are listed on the followingStock Exchanges in India. The Company has paid theannual renewal fees upto March 31, 2016 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 theRegistrar and Share Transfer Agents of the Company, withtwo 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 details maycontact the Depositories at the following address:

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 Enterprises (India) Limited2

nd Floor, Kences Towers, No 1, Ramakrishna Street

North Usman Road, T. Nagar, Chennai 600 017Tel : 044 - 2814 0801; Fax : 044 - 2814 2479Email :[email protected]

information


Integrated Enterprises (India) Ltd, a SEBI registeredRegistrar & Share Transfer Agent (R&T Agent), maintainsall work related to share registry, in terms of both physicaland electronic shareholding, as mandated by SEBI videits Circular No. D&CC/FITTC/CIR-15/2002 datedDecember 27, 2002.

Share Transfer System

As already stated, the Company's shares are traded onthe Stock Exchanges compulsorily in demat mode.Therefore, investors / shareholders are requested tokindly note that physical documents, viz., Demat Request

Forms (DRF) and Share Certificates, etc. should be sentby their Depository 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.This is being done to ensure that no demat requestsremain pending with the Share Transfer Agent beyond aperiod of 30 days. Investors / Shareholders should,therefore, ensure that their DPs do not delay sending theDRF and Share Certificates to the Share Transfer Agentafter generating the DRN.

Distribution of Shareholding

As on March 31, 2016 As on March 31, 2015

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 3731 69.44 200871 1.77 3561 68.88 205111 1.81101 - 200 532 9.90 91361 0.81 557 10.77 97262 0.86201 - 500 470 8.75 172796 1.52 481 9.30 177472 1.57501 - 1000 272 5.06 219282 1.94 249 4.82 195478 1.731001 - 5000 291 5.42 650361 5.75 256 4.95 548112 4.845001 - 10000 30 0.56 213606 1.89 28 0.54 200864 1.7710001 and above 47 0.87 9768447 86.32 38 0.74 9892425 87.42

Total 5373 100.00 11316724 100.00 5170 100.00 11316724 100.00

Nomination Facility

Section 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.

Communication

All 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.

30.06.2015 18.07.2015

30.09.2015 15.10.2015

31.12.2015 13.01.2016

31.03.2016 16.04.2016

Reconciliation of Share Capital Audit ReportThe Company has submitted, for each of the 4 quarters during the year 2015-16, the Share Capital Audit Reportper taining to reconciliation of Share Capital to the Stock Exchanges in the prescribed format within30 days from the close of the Quarter.

Description FrequencyFor the Submitted to

quarter ended Stock Exchanges on

Share Capital Report to Stock Exchange onreconciliation of the total admitted capital with QuarterlyNSDL / CDSL and the total issued & listed capital


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 Companies Act,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. 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 the provisions of Investor Education andProtection Fund (Uploading of Information regarding unpaidand unclaimed dividend lying with companies) Rules, 2012,the Company has uploaded the details of unpaid andunclaimed dividend lying with the Company as on December15, 2015 (date of the last Annual General Meeting) on thewebsite of the Ministry of Corporate Affairs.

The Unpaid / Unclaimed dividend for the 15 month periodended December 31, 2009 will be transferred in March 2017.A sum of $ 2,63,820/- remains unclaimed as on date of thisreport, out of divided declared at $ 4/- per share for theaforesaid financial year. Shareholders who have notencashed the Dividend Warrant are advised to contact theCompany

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, 2016 As on March 31, 2015No. of % of No. of % No. of % of No. of %CategoryShare Share Shares Share Share Share Shares Share

holders holders held holding holders holders held holding

Promoters 8 0.15 7051909 62.31 8 0.15 7051909 62.31

Mutual Funds 1 0.02 100 0.00 1 0.02 100 0.00

Banks & FinancialInstitutions 2 0.04 2300 0.02 2 0.04 2300 0.02

FIIs / FPIs 2 0.04 250400 2.21 2 0.04 250400 2.21

Corporates 152 2.83 1384079 12.23 164 3.17 1363176 12.05

Individuals(including clearingmembers and LLP) 5171 96.24 2083942 18.42 4960 95.94 1918947 16.96

NRIs/OCBs 37 0.68 543994 4.81 33 0.64 729892 6.45

Total 5373 100.00 11316724 100.00 5170 100.00 11316724 100.00


Report of the Board of Directors

Dear

YYour Directors present their 60th Annual Report on the working of the Company for the year ended March 31, 2016.

($ in millions)

2015-16 2014-15

Profit / (Loss) before Interest & Depreciation (240.01) (98.28)

Less : Interest and Finance Charges 385.01 526.51

Depreciation 77.69 78.44

Profit / (Loss) before Tax (702.71) (703.23)

Less : Provision for Taxation

- Deferred Tax (501.39) (231.00)

Profit / (Loss) after Tax (201.32) (472.23)

Balance brought forward from previous year (281.70) 190.53

Surplus / (Loss) carried to Balance Sheet (483.02) (281.70)

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, 2016 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. The overallperformance of the Company was severely impacted by abysmal realisations on sale of sugar, lower recovery and lowerproduction of alcohol. The aforesaid factors have together contributed to the Company reporting Loss after Tax of$ 201.32 million as against Loss after Tax of $ 472.23 million for the previous year.

Sugar:The performance of the Sugar Division continued to be impaired by severe drought conditions which impacted theavailability of cane. The aggregate quantity of sugarcane crushed by both the factories during the year was marginallyhigher at 5.46 lakh MTs as against 5.24 lakh MTs crushed during the previous year, while the combined sugar recoverywas marginally lower at 8.64% as against 8.90% recorded in the previous year.

The Government of India had fixed the Fair and Remunerative Price (FRP) of sugarcane for 2014-15 season at$ 2,200/- per MT linked to average recovery of 9.5%, which translated to an FRP of $ 2,200/- per MT for both theTirumandankudi and the A.Chittur units.

However, with the compelling need to encourage farmers to plant more sugarcane for the 2014-15 season, the Companyannounced payment of a cane price of $ 2,300/- per MT for both the units, as against the State Advised Price (SAP) of

Shareholders,


$ 2,550/- per MT linked to average recovery of 9.5%.This apart, the Company has borne the entire cost of canetransport, the additional burden of which worked out to$ 124/- per MT.

As against production of 46,617 MTs of sugar during theprevious year, production for the year under reviewaggregated to 47,011 MTs.

Distillery:During the year under review, alcohol production was lowerat 4,171 KL as compared to 11,975 KL during the previousyear, due to unexpected production bottlenecks. Theaverage realisation on sale of alcohol during the year wasalso lower at $ 42/- per litre as against $ 46/- per litre inthe previous year.

Prospects for the 2015-16 season:

Sugar:The Government of India has fixed the Fair andRemunerative Price (FRP) of sugarcane for 2015-16season at $ 2,300/- per MT linked to average recovery of9.5%, which translates to an FRP of $ 2,300/- per MT forboth the Tirumandankudi and the A Chittur units.Thereafter, the Government of Tamil Nadu announced theState Advised Price (SAP) for the 2015-16 season at$ 2,750/- per MT linked to average recovery of 9.5%. Sincethe SAP announced for 2015-16 season was way beyondthe paying capacity of the industry, especially in theabsence of any matching sugar realisations, the privatesector sugar mills have made several representations tothe State Government, seeking grant of suitable financialreliefs to enable payment of State Advised Price, but theState Government is yet to respond. Besides, several otherrepresentations, seeking among others, waiver of the VATlevy on sugar, rationalisation of State levies on alcoholproduced within the State so as to provide level playingfield vis-à-vis imports from neighbouring States, andallotment of molasses to enable distilleries to produce andsupply the more remunerative ethanol to oil companies,are yet to receive favourable consideration. As such, allthe available revenue streams of sugar mills have beenseverely constricted. The Writ Petition filed in the Hon'bleHigh Court of Madras on behalf of all the private sugarmills in the State, seeking quashing of the GovernmentOrder fixing SAP, is pending disposal, and all the privatemills have been paying only the applicable FRP for the2015-16 season.

While so, the persisting severe drought conditions acrossthe State have not only taken a heavy toll on cane yieldsand cane availability for the 2014-15 season, but alsoseverely impacted planting of cane for supply during the2015-16 season.

Sugar production in the country during 2015-16 season isestimated at 25.2 million MTs as against domestic offtake

of 25.5 million MTs. Considering the opening stock of 9.1million MTs and the export of 1.7 million MTs, the closingstock is estimated at 7.1 million MTs. This drawdown of2.0 million MTs in closing stock, coupled with theanticipated 2.0 million MT decline in production in2016-17, has enabled sugar prices, which had remainedat grossly unviable levels over the whole of Financial Year2014-15 and Financial Year 2015-16, to show the first signsof recovery from March 2016 onwards.

In order to mitigate the financial crisis faced by the industryat large, and especially to facilitate settlement of mountingcane price arrears, the Central Government has extendedthe following reliefs during the year under review:

i) Soft Loan for cane payment with interest subventionof 10%;

ii) Exemption of Excise Duty on Ethanol and Molassesused for production of Ethanol, effective October 01,2015; and

iii) Extension of an incentive of $ 45/- per MT of cane tothe cane growers of those mills which fulfill theMinimum Indicative Export Quota fixed for each sugarmill to facilitate disposal of the surplus sugar stocks inthe country;

The aforesaid reliefs, however, have provided only shortterm and partial succour, and there is yet no permanentsolution, by way of linkage of cane price to sugarrealisations, in sight.

During the year under review, the Company has exported17,500 MTs of sugar at an aggregate realization of$ 385.06 million. As part of its strategy to reduce the heavyincidence of Finance Charges, the Company has leveragedits long term export track record and availed USD 35.35million ($ 234.21 crores) as long term export advance, tobe adjusted against the value of sugar to be exported overa period of time. The aforesaid advance is secured byExport Performance Bank Guarantees issued by theconsortium of Banks, which have converted most of theexisting Fund based limits into Non Fund based limits,pursuant to the Company having utilized the aforesaid tradeadvance for prepayment of the entire Term Loans and mostof the Fund based Cash Credit Facilities which carriedhigher rate of interest. This arrangement will enable moretimely payment of cane price and result in substantialinterest savings in the years ahead.

Distillery:The steep reduction in cane crushing in the State duringthe 2015-16 season has had a significant impact onmolasses and alcohol prices. Since the Company has builtup adequate stocks of molasses and is also holdingconsiderable stocks of alcohol, the performance of theDistillery is expected to be better compared to the financialyear under review.


Subsidiary and Associate Companies:The Subsidiary Company viz. Terra Energy Ltd recorded aturnover of $ 182.67 million and reported a Profit of $ 7.57million for the year as against a turnover of $ 150.95 millionand Profit of $ 5.25 million for the previous year.The Associate Company viz. Shree Ambika Sugars Ltdrecorded a turnover of $ 3,631.55 million and reportedLoss before Tax of $ 784.63 million for the year as againsta turnover of $ 3101.28 million and Loss before Tax of$ 803.61 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, 2015, 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 and AssociateCompanies and the related detailed information have beenplaced on the website 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 theAnnual General Meeting. A copy of the audited financialstatements of the Subsidiary and Associate Companieswill be made available to the shareholders of the Companyon request.

Directors and Key Managerial personnel:Pursuant to Section 152 of the Companies Act, 2013,Mrs Malathi Ram Tyagarajan, Director retires by rotationat the ensuing Annual General Meeting and being eligible,offers herself for reappointment. As required underRegulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, details of herqualification, experience etc., are furnished in the Noticeconvening the forthcoming 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 31,2016.

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 statedin the Corporate Governance Report.

Eight meetings of the Board of Directors were held duringthe year and the details thereof are given in the Report onCorporate Governance.

Directors' Responsibility statement:Pursuant to Section 134(5) the Directors confirm:

i) that in the preparation of the Annual Accounts for theYear ended March 31, 2016, 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 thestate of affairs of the Company as on March 31, 2016and of the Loss of the Company for the year endedon that 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.The Certificate 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:The Company, at its 58

th Annual General Meeting (AGM)

held on September 29,2014, appointed M/s. S.N.S.Associates, Chartered Accountants, Chennai, having FirmRegistration No.006297S allotted by The Institute ofChartered Accountants of India, as Statutory Auditors ofthe Company to hold office for three consecutive yearsfrom the conclusion of the aforesaid AGM, subject toratification at every AGM. The Auditors' Report for the yearended March 31, 2016 does not contain any qualificationor adverse remark and the same is attached with theAnnual Report. The Company has obtained certificate,under Section 141 of the Companies Act, 2013, from M/s.S.N.S. Associates, confirming their eligibility for being theStatutory Auditors of the Company for the Financial Year2016-17.

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 2016-17, on a remunerationof $ 60,000/-, exclusive of Service Tax and reimbursementof travel and out-of-pocket expenses that they may incurin connection with the audit. The Company has receivedcertificate from M/s. Vaasan Co., confirming their eligibility,as required under Section 141 of the Companies Act, 2013.As required under the Companies Act, 2013, a resolutionseeking ratification 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, 2015was filed by the Cost Auditor on September 24, 2015, withinthe stipulated deadline of September 30, 2015.

Secretarial Auditors:Pursuant to Section 204 of the Companies Act,2013, theBoard of Directors have appointed M/s. R Sridharan andAssociates, Practising Company Secretaries, as theSecretarial Auditor, to carry out the Secretarial Audit forthe Financial Year 2015-16. The Secretarial Audit Reportof M/s. R Sridharan and Associates is annexed asAnnexure III to the Report. The said Report does notcontain any qualification, reservation or adverse remark.

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 $ 1,000 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)(e) 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 entered into during thefinancial year were on arm's length basis and were in theordinary course of business. All related party transactionsare placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committeeis obtained for the transactions which are foreseeable andrepetitive in nature. Par ticulars of contracts orarrangements with Related Party referred to in Section188 (1) of the Companies Act, 2013 read with theCompanies (Accounts) Rules, 2014 is furnished in FormAOC-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 madePursuant to the approval accorded by the Shareholders ofthe Company, in terms of Section 186 of the CompaniesAct, 2014, vide Resolution dated March 28, 2016, theCompany has, during the year under review, givenCorporate Guarantee for $ 608.80 crores equivalent toUS $ 97.99 million in favour of IDBI Trusteeship ServicesLtd, Security Trustee of the Banks of the AssociateCompany, Shree Ambika Sugars Ltd, as collateral securityfor the Credit Facilities extended by Punjab National Bank,Canara Bank, IDBI Bank, Andhra Bank, Indian Bank,Corporation Bank, Lakshmi Vilas Bank and Union Bank ofIndia.

Other disclosures:There were no significant or material orders passed bythe Regulators or Courts or Tribunals which impact thegoing concern status and the Company's operations infuture.

On behalf of the Board

R V TyagarajanChairman and Managing Director

August 12, 2016

There is no change in the nature of business of theCompany during the year under review. As mentionedearlier, the Company has entered into long term exportcontracts undertaking to export sugar for an aggregatevalue of USD 35.35 million, pursuant to which, it hasreceived an identical amount as export advance. Thereare no material changes and commitments in the businessoperations of the Company during the period from the closeof the Financial Year 2015-16 to the date of this Report.

During the year under review, there were no complaints /cases filed pursuant to the provisions of SexualHarassment of Women at Workplace (Prevention,Prohibitions and Redressal) 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.


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 Directorsa) Composition

The 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, eight (8) Board Meetings wereheld on May 29, 2015, August 12, 2015, September 24, 2015, November 2, 2015, November 11, 2015, December14, 2015, February 12, 2016 and March 31, 2016. One Separate Meeting of the Independent Directors of theCompany was held on March 31, 2016.

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 2 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, 2016 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, 2016 are as follows:

Name of Director CategoryNo. of Board Attendance

Meetings attended at last AGM

Mr R V Tyagarajan Promoter, 8 YesChairman & Managing Director ExecutiveDIN: 02266945

Mrs Malathi Ram Tyagarajan Promoter, 8 YesDIN: 00938836 Non-Executive

Mr V Thirupathi Independent, 8 YesDIN: 00024627 Non-Executive

Mr R Vijayaraghavan Independent, 8 NoDIN: 00026763 Non-Executive

Annexure I to Directors' Report


Directorship in * Committees of other IndianName of Director Category other Public Public Companies

Companies#Membership Chairmanship

Mr R V Tyagarajan Promoter, 3 3 –Chairman & Managing Director ExecutiveDIN: 02266945

Mrs Malathi Ram Tyagarajan Promoter, 2 1 –DIN: 00938836 Non-Executive

Mr V Thirupathi Independent, 4 2 1DIN: 00024627 Non-Executive

Mr R Vijayaraghavan Independent, 8 8 4DIN: 00026763 Non-Executive

* Membership of Audit and Stakeholders' Grievances Committee in Public Limited Companies.

# Membership includes Chairmanship.

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 by Non-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 –

c) Reappointment of DirectorMrs Malathi Ram Tyagarajan, retires by rotation at the ensuing Annual General Meeting and being eligible,offers herself for re-election. The additional information relating to this Director, as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is furnished as part of theNotice convening the Annual General Meeting.

d) Independent Directors

The 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.

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 COMMITTEES

a) 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 May 29, 2015, August 12, 2015, November 11,2015 and February 12, 2016 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 Non Executive 4Chairman Independent

2. Mr. V Thirupathi Non Executive 4Member Independent

3. Mr R V Tyagarajan Executive 4Member

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, Cost Auditors and Secretarial Auditors.The Audit Committee reviews the Reports of the Internal Auditor and the Statutory Auditors periodically anddiscusses their findings. The Company Secretary acts as the Secretary to the Committee. Statutory Auditorsand Internal Auditors are invited to the Meetings. Minutes of the Meetings of the Audit Committee are circulatedto 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 reportgenuine 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 Committee

i) Composition and Terms of Reference

he Board has constituted a Nomination and Remuneration Committee (NRC) and this Committee at presentconsists 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 Policy

The Company's Remuneration Policy is structured based on the prevailing trends and norms trend in thesugar industry. In terms of the provisions of Section 178 of Companies Act, 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Policy on remuneration of Directors,Key Managerial Personnel (KMP) and Senior Management has been formulated to ensure equitableremuneration to all Directors, KMP and employees of the Company. The Policy ensures that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivateDirectors 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 incentivepay, 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 the


person 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. Theremuneration of Non-Executive Directors comprises only sitting fees and that of KMP and employees in themanagement cadre comprises Fixed Pay (salary and perquisites) and Variable Pay (performance linkedincentive).

iii) Evaluation Criteria

The 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 Directors

The remuneration of the Executive Directors is determined by the Board based on the recommendation of theNRC as 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 and shares held by theNon Executive Directors are as under:

Names of Directors Sitting fees ($)

Mr. V.Thirupathi 1,40,000

Mr. R Vijayaraghavan 1,30,000

Mrs. Malathi Ram Tyagarajan 90,000

Total 3,60,000

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

d) Stakeholders' Relationship Committee

The 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 Enterprises (India) Ltd., theRegistrar, are forwarded to the Stakeholders' Relationship Committee for final settlement. The Company Secretaryis the Compliance Officer. No meeting of the Stakeholders' Relationship Committee was held during the year.

No. of correspondence / queries / complaints received from the Shareholders / Investors fromApril 1, 2015 to March 31, 2016 regarding non-receipt of dividend / non-receipt of sharecertificates sent for transfer / non-receipt of Annual Report etc. 21

Not 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 Committee

This 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 five times during the year 2015-16. The Company confirms that there were no share transferspending as on March 31, 2016 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 SecretaryThiru 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.

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

Whether anyFinancial Year Date Time Venue special resolutions

passed

2012-13 September 16, 2013 3.00 P.M. P. Obul Reddy Hall, Vani Mahal,103 G. N. Chetty Road, NoChennai - 600 017

2013-14 September 29, 2014 3.00 P.M. Obul Reddy Hall, "Vani Mahal",103 G. N. Chetty Road, YesChennai - 600 017

2014-15 December 15, 2015 10.30 A.M. Obul Reddy Hall, "Vani Mahal",103 G. N. Chetty Road, NoChennai - 600 017

b) b) During the Financial Year 2015-16, four Special Resolutions were passed through Postal Ballot. The detailsregarding the Scrutinizer, voting pattern and the results are as follows:

Date of the Postal Ballot Notice : February 12, 2016

Date of Shareholders' approval : March 28, 2016

The Board of Directors had appointed Mr R Sridharan of M/s. R Sridharan & Associates, Company Secretaries,as Scrutinizer for conducting the Postal Ballot voting process including e-Voting in a fair and transparent manner.

Item No.1: Special Resolution under Section 180(1)(a) of the Companies Act, 2013 for approval ofmortgage / charge on movable immovable properties of the Company in favour of the Lenders / Trustees of theLenders of the Company.

Particulars Total No. of Postal Ballot No. of Shares % on Total SharesForms & E-Voting (Votes) (Votes Received)

Assent 77 7004737 99.99%

Dissent 40 693 0.01%

Total 117 7005430 100%

Item No.2: Special Resolution under Section 186 of the Companies Act, 2013 regarding issue of CorporateGuarantee for $ 8.84 crores in favour of ICICI Bank.

Summary of Postal Ballot


Assent 78 7004837 99.992%

Dissent 39 593 0.008%

Total 117 7005430 100%

Item No.3: Special Resolution under Section 186 of the Companies Act, 2013 regarding issue of CorporateGuarantee for $ 50 crores in favour of Corporation Bank.




Assent 77 7004787 99.991%

Dissent 40 643 0.009%

Total 117 7005430 100%

Item No.4: Special Resolution under Section 186 of the Companies Act, 2013 regarding issue of CorporateGuarantees and pledge of Equity Shares of Shree Ambika Sugars Ltd held by the Company.



Assent 75 7004652 99.99%

Dissent 41 743 0.01%

Total 116 7005395 100%

RESULTS:As the number of votes cast in favour of the resolutions were more than three times the number of votes castagainst, the Special Resolutions as mentioned in the Notice of Postal Ballot dated February 12, 2016, ispassed with requisite majority.

During the year under review the Company did not hold any Extraordinary General Meeting.

5. Means of Communication

a) Quarterly results are published in an English daily and in a vernacular daily.

b) As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requireddocuments/information such as quarterly/annual financial results, shareholding pattern, Corporate Governanceand such other matters are available on the Company's website: www.tasugars.in.

General Shareholder information is given supra to this Report.

6. OTHER INFORMATION

a) 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 Conduct

The Company has laid down a Code of Conduct for all Members of the Board of Directors and Senior Managementpersonnel of the Company. It is hereby affirmed that all the Directors and Senior Management personnel havecomplied with the Code and a confirmation to this effect has been obtained from them.

c) Prevention of Insider Trading

The 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 has come 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; and

ii) 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.




August 12, 2016

d) Disclosures

i) Disclosures on materially significant related party transactions, i.e. transactions of the Company ofmaterial 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 atlarge.

Transactions with related parties are disclosed in Note No.36 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:

No penalties/strictures have been imposed on the Company by any regulatory authority for non-complianceof any laws/regulations relating to capital markets.

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.


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, 2016, 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 12, 2016

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, 2016 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 statementsthat might be misleading;

2) These statements together present a true and fair view of the Company's affairs and are in compliance withexisting 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 whichare 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 haveevaluated 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 theFinancial Statements; and

3) No instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company's internal control system over financialreporting.

R R Karthikeyan R V TyagarajanDate : August 12, 2016 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 Listing Agreementsand Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ToThe Members of Thiru Arooran Sugars Ltd

1. We have examined the compliance of conditions of Corporate Governance by THIRU AROORAN SUGARSLIMITED for the year ended March 31, 2016, as stipulated in:

a) Clause 49 (excluding Clause 49 (VII)(E) of the Listing Agreements of the Company with Stock Exchange(s)for the period from April 01,2015 to November 30,2015

b) Clause 49(VII)(E) of the Listing Agreements of the Company with Stock Exchange (s) for the period fromApril 01, 2015 to September 01,2015

c) Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for theperiod from September 02, 2015 to March 31, 2016 and

d) Regulations 17 to 27 (excluding Regulation 23(4) and Clauses (b) to (i) of Regulation 46(2) and para C, Dand E of Schedule V of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.

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

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the aforesaid ListingAgreement / SEBI (LODR) Regulations, as applicable.

4. 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 12, 2016


ManagementDiscussion and Analysis

CAUTIONARY STATEMENT:

This report contains forward-looking statements, whichmay be identified by the use of words like 'plans', 'expects','will', 'anticipates', 'believes', 'intends', 'projects', 'estimates',or other words of similar meaning. All statements thataddress expectations or projections about the future,including but not limited to statements about the Company'sstrategy for growth, market position, expenditure andfinancial results are forward-looking statements. Forward-looking statements are based on certain assumptions andexpectations of future events. The Company cannotguarantee that these assumptions and expectations areaccurate or will materialise. Actual results may differmaterially from those expressed or implied. The Companyassumes no responsibility to publicly amend, modify orrevise any forward-looking statements, on the basis of anysubsequent developments, information or events.

COMPANY PROFILEYour Company is engaged in the business of manufactureof Sugar, and Potable / Industrial Alcohol (includingEthanol). The operations are spread across two locations,viz., at Tirumandankudi in Thanjavur District and atA.Chittur in Cuddalore District. The Management presentsits report on the industry and Company's performance andfuture prospects.

INDUSTRY PROFILE:

GLOBAL SCENARIO:

In 2015-16, world sugar production recorded its first deficitafter 5 consecutive years of surplus production and buildup of stocks to more than 50% of consumption at the endof 2014-15. While the ISO has estimated the deficit at5.74 mm MTs (tel quel), other estimates have ranged upto11.4 mm MTs (raw value) and all these estimates havealso varied with every revision in production andconsumption estimates. What is clear though is that 2015-16 production was the lowest in 5 years, followingadverse weather conditions and 4 successive years ofdeclining world market returns for producers and that the2015-16 deficit is one of the largest ever recorded. Noneof the top 5 sugar producers in the world - Brazil, India,EU, Thailand and China - could achieve production growthduring the year due to either drought (India, Thailand andEU) or heavy and untimely rains (Brazil and China) or dueto poor returns (EU).

WORLD SUGAR BALANCE(mm MTs tel quel)

2012-13 2013-14 2014-15 2015-16

Production 172.03 171.39 170.79 165.84

Consumption 164.29 164.59 168.11 171.58

Surplus/ (Deficit) 7.74 6.81 2.68 (5.74)

Import Demand 60.54 57.96 57.59 58.36

Export availability 60.53 58.02 57.58 58.50

End Stock 77.31 83.97 88.44 82.56

- % of consumption 47.05 51.02 52.61 48.12

(Source: International Sugar Organisation)

Consumption in 2015-16 (as in 2014-15) registered lowergrowth of 1.5% year on year, as against 2.0% recordedover the three preceding years, this decline being attributedto the slowdown in emerging market growth and reducedspending power in major oil economies.

Despite lower production in India and Thailand due todrought, world production is expected to rebound by nearly3% in 2016-17 on the strength of near record EU andRussian beet planting and also record sugar production inCS Brazil, driven by high acreage, early start, favourableweather, and more attractive returns from sugar relative toethanol. However, growth in consumption will once againensure a second successive year of production deficit in2016-17, which when added to the deficit in 2015-16, isprojected to almost entirely draw down the huge overhangof stocks built up over the 4 surplus years from 2010-11 to2013-14.

In this scenario of growing consumption and decliningstocks, the stock to consumption ratio will be driven to lowerlevels than seen since 2010-11 and hence, world marketprices are likely to remain high in the medium term.

INDIAN SCENARIO:

Sugar Year 2014-15 turned out to be the fifth consecutiveyear of surplus, with a sharp rebound in sugar productionto 28.31 million MTs from 24.40 million MTs in 2013-14.With closing stock of 9.08 million MTs, sugar marketscontinued to remain bearish, with sugar prices plummetingto abysmal lows - below $ 2000/ Quintal- not seen since2008-09 season.

Annexure II to Directors' Report


INDIAN SUGAR BALANCE(mm MTs)

2014-15 2015-16 (E)

Opening Stock 7.47 9.08

Production 28.31 25.20

Imports – –

Total Availability 35.78 34.28

Offtake

- Internal 25.62 25.50

- Exports 1.09 1.70

Total Offtake 26.71 27.20

Closing Stock 9.08 7.08

% of Internal offtake 35.44 27.76

Source: ISMAHowever, with the advent of the 2015-16 season and theanticipated decline in production to 26.5 million MTs dueto drought in Maharashtra and Karnataka, sugar pricesstarted to recover, especially after the Government notifiedmillwise Minimum Indicative Export Quotas (MIEQ),aggregating to around 4.0 million MTs. As the seasonprogressed, it became increasingly clear that productionwould barely cross 25.0 million MTs, and the markets finallyturned bullish, with sugar prices surpassing the breakevenlevels determined by Government and breaching $ 40/-per kg. at the retail level. While Government has since takena series of steps to curb hoarding and speculativetendencies and also to conserve the availability of sugarin the country, the undertone in the markets is distinctlybullish in the face of widespread expectation of a further2.0 million MTs decline in production in 2016-17. Withestimated opening stock of 7.1 million MTs and productionof around 23.0 million MTs in 2016-17, even if consumptionwere to remain static at around 25.5 million MTs, importsof at least 1.5 - 2.0 million MTs would become necessaryto maintain an adequate buffer for the inter crop period.The prospect of imports of even this magnitude, when theworld market is in deficit, is itself bullish for domestic prices,especially considering that even at zero duty, imports arenot viable at the ruling domestic price levels. Thus, it isexpected that domestic sugar stocks will get pared downto normal / below normal levels and sugar prices will getrestored to viable levels by the end of the 2016-17 season.

GOVERNMENT POLICIES

During the Financial Year 2015-16, the Government of Indiatook several initiatives to provide a modicum of relief tothe cash strapped industry, burdened with mountingstocks and confronted with unviable and declining sugarprices:

• Hike in the import duty on sugar from 25% to 40%, toimprove the price sentiments in the domestic market;

• Soft loans aggregating to Rs.6000 crores with interestsubvention of upto 10% for the first year alone, to enablemills to clear FRP arrears for 2014-15 season;

• Minimum Indicative Export Quota (MIEQ) of 4.00 millionMTs for the 2015-16 sugar season, pro-rated amongstall sugar mills, but tradeable, with the objective ofliquidating surplus sugar stocks and shoring updomestic prices in the face of further accretion fromsurplus production expected in 2015-16;

• Production subsidy of Rs.4.50 per quintal of sugarcanecrushed in 2015-16, to be paid directly to sugarcanefarmers towards cane dues for 2015-16/ cane arrearsfor 2014-15, subject to the concerned mills havingfulfilled a minimum of 80% of their MIEQ and also 80%of the ethanol supply target assigned to their attacheddistilleries under the Ethanol Blending Programme(EBP);

• The statutory ceiling on levy of sugar cess wasincreased from $ 25/quintal to $ 200/quintal, followingwhich, the rate of sugar cess was hiked from $ 24/quintal to $ 124/quintal, so as to augment the resourcesof the Sugar Development Fund to meet its variouscommitments including the aforesaid cane productionsubsidy;

• Ethanol blending target increased from 5% to 10%,with fixed price band of $ 48.50 to $ 49.50 per litre ofethanol delivered at the Oil Marketing Companies'depots, and waiver of excise duty on both ethanol aswell as molasses used for production of ethanol, so asto provide added impetus to the Ethanol BlendingProgramme and also to enable mills to pay the farmerson time;

• Fair and Remunerative Price (FRP) for 2016-17 seasonhas been maintained at the same level as in 2015-16,viz. $ 230/quintal linked to average recovery of 9.5%.

The Government of Tamil Nadu notified the State AdvisedPrice (SAP) for sugarcane for the 2015-16 season at$ 2750/- per MT linked to average recovery of 9.5% plus$ 100 per MT towards transport charges. The private sectorsugar mills in the State have sought various reliefs,including the waiver of 5% VAT levied on sugar, to enablepayment of the SAP, but the Government is yet to respond.In the meantime, the mills have challenged the legality ofthe SAP, and are paying only an agreed price for thesugarcane. Further, the EBP is yet to take off in the State,since ethanol producers are unable to participate in thetenders floated by the Oil Marketing Companies in theabsence of adequate allocation of molasses by the StateGovernment.


COMPANY PERFORMANCE: SEGMENT-WISE

Products UoM 2015-16 2014-15

SUGAR :

Cane Crushed MTs 5,45,870 5,24,106

Sugar Production 47,011 46,617

Sugar Sales

- Domestic MTs 55,629 53,156

- Export MTs 17,500 27,500

- Total MTs 73,129 80,656

Molasses Production MTs 27,174 26,871

ALCOHOL

- Production KL 4,171 11,975

- Sales KL 5,478 11,453

Bio Fertilizers

- Sales $ in million 5.15 7.15

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 Centraland the State Advised Price announced by StateGovernments, as also the taxes and duties levied onsugarcane. Another major factor affecting sugarcanecultivation is the availability and cost of harvest labour,which is increasingly becoming a scarce resource dueto alternate employment opportunities.

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 given specialfocus to promotion of mechanisation of all agriculturaloperations including cane harvesting. Assistance isalso provided to farmers for obtaining electricityconnections and loans for sinking of wells andborewells.

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 exportand import of molasses and alcohol. The impact ofdomestic and global market forces andregulatory changes are beyond the control of theCompany.

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 Governmentpolicy and legislation and are beyond the control ofthe Company. While your Company complies with allregulatory requirements, it proactively represents to


Government both directly and through the industryassociations on various regulatory issues which havea significant bearing on its operations and futureprospects.

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' Repor t.The financial performance of the Company is dependenton factors like cane price fixation, domestic demand supplybalance, Government policies on export / import etc. overwhich it has no control. On account of the increase in pricepaid for cane, notwithstanding lower realisation on the saleof sugar, the Company reported loss for the year underreview. Reserves and Surplus decreased from $ 645 millionon March 31, 2015 to $ 443.77 million on March 31, 2016.

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 572.



August 12, 2016


Secretarial Audit Reportfor the Financial Year ended 31st March, 2016

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 Thiru Arooran Sugars Limited (hereinafter called "the Company") [Corporate IdentificationNumber: L15421TN1954PLC002915]. Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conduct / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other recordsmaintained and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit periodcovering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner andsubject 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, 2016 and on the basis of our review, we hereby report that duringthe year under review, the Company has complied with the applicable 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) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent ofOverseas Direct Investment. There is no Foreign Direct Investment and External Commercial Borrowings duringthe year under review;

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, 1992 and the Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) During the year under review the Company has not issued any new securities mandating compliance of theprovisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

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, and hence the requirement ofcompliance of the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 does not arise;


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, hence the requirement ofcomplying with the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 does not arise.

We have reviewed the systems and mechanisms established by the Company for ensuring compliances under theother applicable Acts, Rules, Regulations and Guidelines prescribed under various laws which are specifically applicableto the Company and categorized under 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.

With respect to Fiscal laws such as Income Tax, Central Excise Act, TN VAT Act, Central Sales Tax, etc. based on theinformation and explanation provided to us by the management and officers of the Company and also on verificationof reports of professionals including reports of Internal Audit, we report that adequate systems are in place to monitorand ensure compliance of fiscal laws as mentioned above.

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

i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issuedby The Institute of Company Secretaries of India applicable with effect from 1st July, 2015.

ii) The Listing Agreements entered into by the Company with BSE Limited and the National Stock Exchange of IndiaLimited and the Uniform Listing Agreement entered with the said stock exchanges pursuant to the provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (applicable with effect from1st December, 2015).

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The change in the composition of the Board of Directors that took place duringthe period under review was carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting. Meetings which are convened atshorter notice and agenda / notes on agenda which are circulated less than the specified period, the necessarycompliances under the Companies Act, 2013 and Secretarial Standards on Board Meeting are complied with.

Based on the verification of the records and minutes, the decisions were carried out with the consent of majority of theBoard of Directors / Committee Members and there were no dissenting members views recorded in the minutes.Further, in the minutes of the General Meeting, the members who voted against the resolution(s) have been recorded.


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 records 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.SRIDHARANPlace : Chennai CP No. 3239Date : 12th August, 2016 FCS No. 4775

We further report that based on review of compliance mechanism established by the Company and on basis of theCompliance certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at theirmeeting(s), we are of the opinion that the management has adequate systems and processes commensurate with itssize and operations, to monitor and ensure compliance with all applicable laws including labour laws, rules, regulationsand guidelines.

We further report that during the audit period, the Company has obtained approval of the Shareholders throughPostal Ballot on 28.03.2016 for the following:

1) Section 186 of the Companies Act, 2013 regarding issue of Corporate Guarantees and pledge of Equity Shares ofShree Ambika Sugars Ltd held by the Company

2) Section 186 of the Companies Act, 2013 regarding issue of Corporate Guarantee for Rs.50 crores in favour ofCorporation Bank

3) Section 186 of the Companies Act, 2013 regarding issue of Corporate Guarantee for Rs.8.44 crores in favour ofICICI Bank

4) Section 180(1)(a) of the Companies Act, 2013 for approval of mortgage moveable and immovable assets of theCompany in favour of the Lenders of the Company.

For R.SRIDHARAN & ASSOCIATESCompany Secretaries

CS R.SRIDHARANPlace : Chennai CP No. 3239Date : 12th August, 2016 FCS No. 4775


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 forthe same. Some of the important steps taken areas under:

• Installation of tippler and cane carrier.

• Installation of 75 HP Variable FrequencyDrive for rake carrier.

(ii) Steps taken for utlisation of alternate source ofenergy:

• Terra Energy Limited, the subsidiaryCompany, operates bagasse based powerplants and the power generated by the plantsis used by the Company for its sugaroperations

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

(iii) Capital Investment on Energy ConservationEquipments:

No new investment plan is under considerationin view of the difficult liquidity position of theCompany for the past four years.

B. TECHONOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

• Promotion of seedling transplanting systemthrough SSI technique for sugarcane plantingunder deltaic wet land conditions.

• Integrated weed control measures in thesugarcane fields for achieving higher caneyields.

• Rejuvenation of Co 86032 variety by drawinggenetically pure and disease free TissueCulture plantlets from Sugarcane BreedingInstitute, Coimbatore.

Benefits derived:• The adoption of seedling transplanting

technique has been well received by the canegrowers, as it provides guaranteed cropestablishment with higher plant population,thereby enhancing the cane yield in the wetland ayacuts of the Cauvery Delta.

• Adoption of integrated weed control measureslike trash mulching and shredding, instead ofburning trash in the harvested fields, followedby spraying of selective herbicides hassuppressed the weed population in thesugarcane ratoon crops. Increased cane yieldin the ratoon crops has enabled the canegrowers to maintain multiple ratoon crops foreven upto 5-6 years continuously.

• The varietal degeneration noticed in thepredominant cane variety Co 86032 was agreat concern for the cane growers and theCompany. This problem has been overcomeby the varietal rejuvenation process, bydrawing genetically pure and disease freetissue culture plantlets of Co 86032 varietyfrom the Sugarcane Breeding Institute,Coimbatore, to raise nuclear nursery forhealthy seed programme.

(ii) In case on imported technology (imported duringlast three years reckoned from the beginning ofthe financial year 2013-14)Details on technology imported - Nil

(iii) The expenditure incurred on Research andDevelopment:

$ 8.67 million

C. Foreign Exchange Earnings and Outgo: $ in million

2015-16 2014-15

Foreign Exchange Earnings 385.06 575.75

Foreign Exchange Outgo 44.21 3.46



August 12, 2016

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, 2016

[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 L15421TN1954PLC002915

Registration 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, 2828 1298

Whether listed company Yes / No YesName, Address and Contact details of Registrar Integrated Enterprises (India) Limitedand Transfer Agent, if any 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 Company

1 Sugar 10721 88.10

2 Alcohol 1101 11.61

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address Holding / % of ApplicableNo of the Company CIN / GLN Subsidiary / shares Section

Associate held

1. 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 2015 As on 31st March 2016 during

Demat Physical Total % of total shares Demat Physical Total % of total shares the year

A. Promoters 1) 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 2015 As on 31st March 2016 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 2.21 250,000 400 250,400 2.21 –h Foreign Venture

Capital Investorsi Any other (Specify) -

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

a Bodies Corporatei) Indian 1,353,050 10,126 1,363,176 12.05 1,373,953 10,126 1,384,079 12.23 0.18ii) 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 954,232 285,558 1,239,790 10.96 1031532 282290 1,313,822 11.61 0.65

ii) Individual Share-holders holdingNominal ShareCapital in excessof Rs.1 Lakh 646,273 646,273 5.71 676371 676,371 5.98 0.27

c Others (Specify)- Clearing Members 30,884 – 30,884 0.27 91,749 – 91,749 0.81 0.54- Non Resident

Indians 549,726 100 549,826 4.86 363,828 100 363,928 3.22 (1.64)- Limited Liability

Partnership 2,000 – 2,000 0.02 2,000 – 2,000 0.02 –Sub Total B(2) 3,715,031 296,984 4,012,015 35.45 3,718,299 293,716 4,012,015 35.45 –Total Public Share-holding (B)=(B)(1)+(B)(2) 3,965,131 299,684 4,264,815 37.69 3,968,399 296,416 4,264,815 37.69 –C Shares held by

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

Grand Total (A)+(B)+(C) 10,957,667 359,057 11,316,724 100.00 10,960,935 355,789 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 8.58 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 16.74 2,786,358 24.62 18.85 0.00Total 7,051,909 62.31 25.32 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.Name

Shareholding at the beginning of the year Cumulative Shareholding during the year No. No. of % of total shares of No. of % of total shares of

Shares the Company Shares the Company

1 GANDHI SECURITIES & INVESTMENT PVT. LTD.Opening Balance as on 01-04-2015 525025 4.6431-03-2016 -50000 (0.44) 475025 4.20Closing Balance as on 31-03-2016 475025 4.20

2 KSK WIND ENERGY PRIVATE LIMITEDOpening Balance as on 01-04-2015 364418 3.22No change in shareholding during the yearClosing Balance as on 31-03-2016 364418 3.22

3 ELM PARK FUND LIMITEDOpening Balance as on 01-04-2015 250000 2.21No change in shareholding during the yearClosing Balance as on 31-03-2016 250000 2.21

4 UTTAM KANTILAL PANDHIOpening Balance as on 01-04-2015 233000 2.06No change in shareholding during the yearClosing Balance as on 31-03-2016 233000 2.06

5 ADVENT SECURITIES PRIVATE LIMITEDOpening Balance as on 01-04-2015 208500 1.84No change in shareholding during the yearClosing Balance as on 31-03-2016 208500 1.84

6 NAKUL ARUN JAGJIVANOpening Balance as on 01-04-2015 204063 1.8006-11-2015 -2702 (0.02) 201361 1.7813-11-2015 -5965 (0.05) 195396 1.7320-11-2015 -27160 (0.24) 168236 1.4908-01-2016 -25000 (0.22) 143236 1.2718-03-2016 -36316 (0.32) 106920 0.9525-03-2016 -25000 (0.22) 81920 0.72Closing Balance as on 31-03-2016 81920 0.72

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


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

Secured Loans UnsecuredDeposits

TotalParticulars

excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 2,816.38 500.00 – 3,316.38

ii) Interest due but not paid 32.85 – – 32.85

iii) Interest accrued but not due 5.24 – – 5.24

Total (i + ii + iii) 2,854.47 500.00 – 3,354.47

Change in Indebtedness during the financial year

- Addition – – – –

- Reduction 1,935.39 – – 1,935.39

Net Change (1,935.39) – – (1,935.39)

Indebtedness at the end of the financial year

i) Principal Amount 909.70 500.00 – 1,409.70

ii) Interest due but not paid 8.44 – – 8.44

iii) Interest accrued but not due 0.94 – – 0.94

Total (i + ii + iii) 919.08 500.00 – 1,419.08

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

Sl.Name

Shareholding at the beginning of the year Cumulative Shareholding during the year No. No. of % of total shares of No. of % of total shares of

Shares the Company Shares the Company

7 THOR INVESTMENTS LIMITED

Opening Balance as on 01-04-2015 178866 1.58

No change in shareholding during the year

Closing Balance as on 31-03-2016 178866 1.58

8 AKHTAR BANU ALTALIB




9 HITESH SATISHCHANDRA DOSHI




10 JAIN COMMODITY BROKING PVT. LTD.




v) Shareholding of Directors and Key Managerial Personnel

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

No. 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

($ million)


B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of Directors

1. Independent Directors Mr V Thirupathi Mr R Vijayaraghavan

Fee for attending board committee meetings 1,40,000 1,30,000

Commission – –

Others if any, specify – –

Total (1) 1,40,000 1,30,000

2. Other Non-Executive Directors Mrs. Malathi Ram

Fee for attending board committee meetings 90,000 –

Commission – –

Others if any, specify – –

Total (2) 90,000 –

Total (1+2) 3,60,000

Total Managerial Remuneration Nil

Overall Ceiling as per the ActNo Remuneration for the Managing Director

Only 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

C. Remuneration to Key Managerial Personnel other than MD / Manager / Whole-time Director ($ lakhs)

Sl.Particulars of Remuneration

Key Managerial Personnel

No. Chief Financial Officer and Company Secretary

1 Gross salary

(a) Salary as per provisions contained in Sec 17(1) of the Income Tax Act,1961 31.52

(b) Value of perquisites u/s 17(2) of the Income-tax Act,1961 2.85

(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 34.37

VII. PENALTIES/PUNISHMENT / COMPOUNDING OF OFFENCES: NONE


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

a) 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.

b) 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 Company

Mr R R Karthikeyan CFO and Company Secretary Nil

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

d) The number of permanent employees on the rolls of company as on March 31 2016:494

e) The explanation on the relationship between average increase in remuneration and company performance:The company's performance has been impacted by the reduced availability of sugarcane and mismatch betweenthe cost of the sugarcane and sugar price. However, in the interest of averting employee attrition, the Managementhas provided increase in remuneration in the range of 5.0 - 7.5% during the year.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:Name Designation CTC ($ in lakhs) % increase in CTC PAT $ in million % increase in PAT

Mr R V Tyagarajan Chairman and Managing Director – – – –

Mr R R Karthikeyan CFO and Company Secretary 34.37 Nil (201.30) –

g) Variation in the market capitalisation of the Company, Price Earnings ratio as at the closing date of the currentfinancial year and previous financial year and percentage increase or decrease in the market quotations of theshares of the Company in comparison to the rate at which the company came out with the last public offer:

Date Issued Capital Closing Market Price EPS PE Market Capitalisation$ in lakhs per share ($) ($) Ratio ($ in crores)

March 31, 2015 1131.67 25.40 (41.73) NA 28.74March 31, 2016 1131.67 61.65 (17.79) NA 69.76Increase / (Decrease) – 36.25 (23.94) 41.02% Increase / (Decrease) – 142.72 (57.36) 142.72Issue Price of the Share at the last Public Offer – $ 90/ Share – – –(Rights Issue) (Premium: $ 80)

in 1996Increase in Market Price as on March 31, 2016as compared to Issue Price of Rights Issue – (28.35) – – –Increase in % – – – – –

h) 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 the year.

i) The key parameters for any variable component of remuneration availed by the Directors:Chairman and Managing Director does not draw any remuneration from the Company. Other Directors are paid onlysitting fees.

j) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receiveremuneration in excess of the highest paid Director during the year:Not Applicable.

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


Annexure VII to Directors' Report

Form No. AOC - 2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 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 91) 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 12, 2016


Independent Auditors’

Report of the Auditors

Report

To

The Members ofThiru Arooran Sugars Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financialstatements of THIRU AROORAN SUGARS LIMITED("the Company"), which comprise the Balance Sheet asat 31st March, 2016, the Statement of Profit and Loss andCash Flow Statement for the year then ended, and asummary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the StandaloneFinancial Statements

The 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 and financial performance ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the AccountingStandards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments 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' Responsibility

Our responsibility is to express an opinion on thesestandalone financial statements based on our audit. Wehave 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 Standards

on 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 judgment, 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. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overallpresentation of the financial statements. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on thestandalone financial statements.

Opinion

In 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:

i) In the case of the Balance Sheet, of the state of affairsof the Company as at 31st March, 2016;

ii) In the case of the Statement of Profit and Loss of itsLOSS for the year ended on that date and;

iii) In the case of the Cash Flow Statement of the CashFlows for the year ended that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' 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 the paragraph 3and 4 of the Order, to the extent applicable.




S NagarajanPartner

Membership No. 20899Chennai : June 14, 2016

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 purposes 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 andLoss and 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 the written representations receivedfrom the directors as on 31st March, 2016 taken onrecord by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2016 frombeing appointed as a director in terms of Section164 (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 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:

(i) The Company has disclosed the impact ofpending litigations in the Financial Statements.Refer Note No.27 and 32 of the Notes to theFinancial Statements.

(ii) The Company did not have any long termcontracts including derivative contracts for whichthere were any material foreseeable losses.

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


(i) (a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets.

(b) The fixed assets have been physically verified bythe management during the year and no materialdiscrepancies were noticed on such verification.

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

(ii) 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.

(iii) The Company has not granted any loans, secured orunsecured to Companies, Firms, Limited LiabilityPartnership or other parties covered in the Registermaintained under Section 189 of the Companies Act2013.

(iv) In our opinion and according to the information andexplanations give to us, in respect of investmentsmade by the Company and the provision of guaranteefor loans taken by the subsidiary company and theAssociate Company, the Company has complied withthe provisions of Section 185 and 186 of theCompanies Act, 2013, as applicable.

(v) The Company has not accepted any deposits fromthe public during the year.

(vi) The Central Government has prescribed themaintenance of cost records under sub-section (1)of Section 148 of the Companies Act, 2013 and suchrecords and accounts have been made andmaintained. However, we are not required to and havenot carried out any detailed examination of suchaccounts and records.

(vii) (a) The Company is regular in depositing undisputedstatutory dues including provident fund,Employees' State Insurance, Income-Tax, SalesTax, Service Tax, Duty of Customs, Duty of Excise,Value added Tax, Cess and other statutory dueswith the appropriate authorities, though there hasbeen delay in the remittance of cane cess, valueadded tax, excise duty during the year. The detailsof statutory dues outstanding as at the last day ofthe financial year for a period of more than six

months from the date they became payable is asunder:

Details Amount outstanding for a period ofmore than six months from the date

they became payable

Cane Cess $ 54,64,862

(b) There are no dues of income tax, sales tax,service tax, duty of customs, duty of excise, valueadded tax or cess that have not been depositedon account of any dispute except the following:

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

Central Excise Cenvat on materials 17,86,537 CESTATAct, 1944 and penalty

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

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

Tamilnadu General Waiver of purchase 10,25,97,189 High Court ofSales Tax Act, 1959 tax on cane Judicature at

Madras

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

Commercial Taxes,(Appeals)

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

(Appeals)

Finance Act, 1994 Service tax on Cane 10,47,14,986 CESTATharvesting charges

Income tax Act, Tax and interest for 7,95,96,970 ITAT1961 assessment year

2010-11

Income tax Act, Tax and interest for 1,46.02,070 Commissioner of1961 assessment year Income Tax

2012-13 (Appeals)

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 CESTATtransport

(viii) The Company has not defaulted in the repayment ofloans or borrowings from banks and financialinstitutions. However, delays had been noticed inpayment of interest and repayment of principal.

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THE

STANDALONE FINANCIAL STATEMENTS OF THIRU AROORAN SUGARS LIMITED

Referred to in paragraph 1 under the heading 'report on Other Legal & Regulatory Requirement' of our report of evendate to the financial statements of the Company for the year ended 31st March 2016:




S NagarajanPartner


(ix) The Company has not raised moneys by way of initialpublic offer or further public offer. The term Loanswere applied for the purpose for which those wereavailed.

(x) According to the information and explanations givento us, no frauds by the Company or its officers oremployees have been noticed or reported during theyear.

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

(xii) The Company is not a Nidhi Company. Therefore,the provisions of Clause 3 (xii) of the Order are notapplicable to the Company.

(xiii) In our opinion, all transactions with the related partiesare in compliance with Section 177 and 188 of

Companies Act, 2013 and the details have beendisclosed in the Financial Statements as requiredby the applicable accounting standards.

(xiv) 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.

(xv) Based upon the audit procedures performed and theinformation and explanations given to us by themanagement, the company has not entered into anynon-cash transactions with director or personsconnected with him.

(xvi) In our opinion, the company is not required to beregistered under section 45 IA 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 2016 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.


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 (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 Reporting

Because 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.

Opinion

In our Opinion, the company has, in all material respects,

an adequate internal financial controls system over

financial reporting and such internal financial Controls

over financial reporting were operating effectively as at

March 31, 2016, based on the internal control over

financial reporting criteria established by the Company

considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute

of Chartered Accountants of India.



S NagarajanPartner


47

Analysis

Balance 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, 2016 stands at $ 444 millionand all the reserves are free reserves. The book valueper share as on March 31, 2016 was $ 49.

Debt Profile

Long Term Debt

As on March 31, 2016 the long term loan outstanding is$ 297 million. The cost of the borrowing works out to14 per cent and the repayment period works out to lessthan 3 years. The Debt Equity ratio as on March 31, 2016was 0.39.

Gross Block

The total gross block, including capital work in progressand capital expenditure on projects as on March 31, 2016aggregated to $ 3888.43 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 60.88 per cent of the CurrentAssets. Finished goods (sugar) account for 85.18 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 $ 612.70 millionfrom the Consortium of Banks under the Cash Creditfacility.

Unsecured Loan by way of Trade Deposit is $ 50 millionas on the date of the Balance Sheet.

Equity Capital

The Company's Equity Capital as on March 31, 2016 stands at $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

48

($ in million)

BALANCE SHEET

Note As at As at No. March 31, 2016 March 31, 2015

EQUITY AND LIABILITIES

1 Shareholders’ Funds

a) Share Capital 2 113.17 113.17

b) Reserves and Surplus 3 443.77 645.09

2 Non-Current Liabilities

a) Long Term Borrowings 4 197.40 694.14

b) Other Long Term Liabilities 5 2,225.01 -

c) Long Term Provisions 6 8.48 8.18

3 Current Liabilities

a) Short Term Borrowings 7 612.70 2,260.17

b) Trade Payables 8 1,367.75 1,285.72

c) Other Current Liabilities 9 493.05 457.90

d) Short Term Provisions 10 75.72 67.57

TOTAL 5,537.05 5,531.94

ASSETSNon-Current Assets

1 a) Fixed Assets 11i) Tangible Assets 1,690.72 1,745.84ii) Intangible Assets 2.28 3.58iii) Capital work-in-progress 79.43 94.76

b) Non Current Investments 12 1,064.11 1,064.16c) Deferred Tax Assets (net) 13 443.73 107.44d) Long Term Loans and Advances 14 389.29 179.13

2 Current Assetsa) Inventories 15 1,136.89 1,705.18b) Trade Receivables 16 123.80 81.64c) Cash and cash equivalents 17 132.58 25.97d) Short Term Loans and Advances 18 369.91 394.76e) Other Current Assets 19 104.31 129.48

TOTAL 5,537.05 5,531.94

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, June 14, 2016


49

($ in million)

STATEMENT OF PROFIT AND LOSS

Note Year ended Year ended No. March 31, 2016 March 31, 2015

CONTINUING OPERATIONS

I. Revenue from Operations (Gross) 20 2,084.01 2,726.97

Less : Excise Duty 51.37 56.99

Revenue from Operations (Net) 2,032.64 2,669.98

II. Other income 21 8.81 197.20

III. Total Revenue (I + II) 2,041.45 2,867.18

IV. Expenses:

Cost of Materials consumed 22 1,243.58 1,319.88

Purchases of Stock-in-Trade 0.12 390.40

Changes in Inventories of Finished goodsand Work-in-progress 23 568.21 811.43

Employee Benefits Expense 24 153.51 170.64

Finance Cost 25 385.01 526.51

Depreciation and Amortization Expense 77.69 78.44

Other Expenses 26 316.04 273.11

Total Expenses 2,744.16 3,570.41

V. Profit/(Loss) Before Tax ( III-IV) (702.71) (703.23)

VI. Tax Expenses:

1) MAT Credit (Ref.Note no.31) (165.10) –

2) Deferred Tax (336.29) (231.00)

VII Profit/(Loss) After Tax from Conitinuing Operations(V-VI) (201.32) (472.23)

VIII.Earnings per Equity Share (Ref. Note no. 37)

1) Basic ($) (17.79) (41.73)

2) Diluted ($) (17.79) (41.73)

See accompanying Notes forming part of the Financial Statements





50

accounting policies

1. Significant

General

The accompanying Financial Statements have been prepared on the Historical Cost Convention.

Fixed Assets & Depreciation

All the fixed assets have been depreciated on straight line method. Consequent to the notification of Schedule II of the

companies Act 2013 effective 01.04.2014, the company has estimated the useful life of the fixed assets based on

technical evaluation and on the basis of such evaluation the useful life of Factory Buildings and Plant and Machinery is

longer than the useful life specified in Schedule II. The unamortized value of fixed assets as at 01.04.2014 has been

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 such

diminution is considered permanent.

Modvat credit on Capital Goods

Modvat credit on capital goods is calculated and accounted for by way of diminution in the value of the concerned

capital goods.

Valuation of Inventories

• Stores and Sundry Stocks, Fertilizers and Insecticides, Bought out Raw Materials and Stock-in- process are

valued 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 appropriate

Excise Duty.

" Cost of finished goods and work in progress includes cost of conversion and other costs incurred in bringing the

inventories to the present location and condition. The cost of energy from Terra Energy Limited under a barter

arrangement by supply of bagasse has been considered as part of conversion and, hence, included in the value

of inventory.

Foreign currency transactions

A) 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 recognized as income or expenditure in that period.


51

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 exchange

for Steam and Power received within the agreed norms. Consequently, no entries are passed in financial books

for the value of Power and Steam received within the agreed norms and utilised for the sugar division operations

of the Company. However steam is charged at cost for consumption by sugar division more than the agreed

norms and for steam utilised for activities other than cane crushing operations of the Sugar division. Similar

method is adopted in respect of power supplied by Terra Energy Limited.

Borrowing Costs

Borrowing costs that are attributable to the acquisition of or construction of qualifying assets are capitalized as part of

the cost of such assets. A qualifying asset is one that necessarily takes substantial time to get ready for its intended

use. 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 Statement of Profit and loss in the

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 and

superannuation fund for the year are charged to profit and loss account as incurred.

c) Defined Benefit Plan

Liabilities in respect of defined benefit plans are determined based on actuarial valuation made by an independent

actuary using projected unit credit method as at the balance sheet date. Actuarial gains or losses are recognized

immediately in the profit and loss account.

Terminal benefits are recognized as expenses as and when incurred.

Impairment of Fixed Assets

Consideration is given at each Balance Sheet date to determine whether there is any indication of impairment on the

carrying amount of the Company's fixed assets. If any such indication exists, an asset's recoverable amount is estimated.

Impairment loss is recognized whenever the carrying amount of an asset exceeds recoverable amount.


52

Forming part of the Financial Statements

NOTES

As at As atMarch 31, 2016 March 31, 2015

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, 2016 As on March 31, 2015No of shares Amount No of shares Amount

Shares outstanding as onApril 1, 2015 11,316,724 113.17 11,316,724 113.17

Shares outstanding as onMarch 31, 2016 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, 2016 As on March 31, 2015No 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 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.

($ in million)


53


NOTES

3. RESERVES & SURPLUS

a. Capital Reserves

As per the last Balance Sheet 0.14 0.14

b. Capital Redemption Reserve


c. Share Premium Account


d. General Reserve


e. Surplus in the Statement of Profit & Loss

Opening balance (298.30) 190.53

Less : Depreciation on transition toSchedule II of the CompaniesAct, 2013 on Tangible Fixed Assetswith Nil remaining useful life. – (16.60)

Add : Net Profit / (Loss) for the year (201.32) (472.23)

Closing Balance (499.62) (298.30)

Total 443.77 645.09

($ in million)



54

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

1. State Bank of India - 297.00 This Loan carries interest at the rate of Bank’s Base rate plusSEFASU Scheme 5.00% p.a.(currently 14.30% p.a.) and is repayable in 36 monthly

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

Total 297.00

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.

4.3 Trade Deposit from the Subsidiary company carries interest at 16% p.a. and is repayable over a period of fiveyears viz on or before May 11, 2016.

4.4 Secured Loans from State Bank of India of $ 297.00 million is also guranteed by the Chairman and ManagingDirector.


NOTES

($ in million)


4. LONG TERM BORROWINGS

Secured

(i) Term Loans

From Banks 297.00 842.46

ii) Other Loans and Advances

Obligation under Finance Lease 38.05 72.69

Unsecured

Trade Deposit from the subsidiary company, Terra Energy Ltd. 50.00 50.00

385.05 965.15

Less: Amount due wihin 12 months disclosed under other Current Liabilities 187.65 271.01

Total 197.40 694.14

4.1 Secured Loan from State Bank of India of $ 297.00 million as detailed below is secured on a pari-passu firstcharges basis on Company's Fixed Assets including Land and Building, Plant and Machinery (excludingAssets under Lease and Vehicles) situated at A.Chittur , Thirumandankudi and at Vadapathimangalam withother EPBG lenders in consortium, and exclusive second charge on the Current Assets of the Company.


55

NOTES

($ in million)Forming part of the Financial Statements


5. OTHER LONG TERM LIABILITIES

SecuredTrade Advance 2342.11 –

Less: Amount due within 12 Months disclosed underOther Current Liabilities 117.10 –

Total 2225.01 –

5.1 Secured by Export Performance Bank Guarantee (EPBG) issued by the Banks who are having first charge onFinished goods, Molasses, Consumable Stores and Spares, Receivables and on the other Current Assets ofthe Sugar Division on pari passu basis with other Working Capital and EPBG Lenders and pari passu firstcharge on the Fixed Assets of the Company (excluding Assets under lease and Vehicles) situated at A.Chittur,Thirumandankudi and at Vadapathimangalam with other EPBG Lenders in the consortium and CorporateGuarantee of Terra Energy Limited and Personal Guarantee of the Chairman and Managing Director.

6. LONG TERM PROVISIONS

a) Provision for Employee Benefits

i) Earned Leave 8.48 8.18

Total 8.48 8.18

7. SHORT TERM BORROWINGS

SecuredFrom Banks

i) Cash Credit 612.70 1,973.92

ii) Other Loans and Advances – 286.25

Total 612.70 2,260.17

7.1 Cash Credit from State Bank of India of $ 100.54 million (P.Y. $ 102.58 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 $ 147.88 million (P.Y. $ 982.19 million) is secured by way ofhypthecation of Current Assets viz. Finished Goods, Molasses, Consumable Stores, Receivables and otherCurrent Assets of Sugar Division on pari passu first charge basis with other Working Capital and EPBGLenders.

7.2 Cash Credit from other Banks of $ 364.28 million (P.Y. $ 869.79 million) are secured by way of charge on theCurrent Assets viz stock of Raw Materials, Semi Finished and Finished Goods, Consumable Stores andSpares and charge on Book Debts and second charge on immovable assets of the Company on pari passubasis.

7.3 Cash Credit to the extent of $ 378.88 million (P.Y. $ 1712.72 million) are also also secured by CorporateGuarantee of the Subsidiary Company, Terra Energy Ltd.

7.4 Cash Credit to the extent of $ 248.42 million (P.Y. $ Nil) is also Guaranteed by the Chairman and ManagingDirector.

7.5 Cash Credit is renewable every 12 months.


($ in million)As at As at

March 31, 2016 March 31, 2015

56

NOTES


8. TRADE PAYABLES

a) Dues to Micro, Small and Medium Enterprises – –(Refer Note no. 28)

b) Due to Others:

i) Acceptances – 7.76

ii) Others 1,367.75 1,277.96

Total 1,367.75 1,285.72

9. OTHER CURRENT LIABILITIES

a) Current maturities of long-term debt 187.65 271.01

b) Current maturities of Other Long Term Liabilities 117.10 –

c) Interest accrued but not due on borrowings 0.94 5.24

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

e) Interest accrued and due on borrowings 8.44 32.85

f) Unpaid dividends 0.26 0.26

g) Unpaid matured deposits and interest accrued thereon 0.78 1.04

h) Other payables

Statutory dues 26.74 49.34

Others 121.87 98.16

Total 493.05 457.90

9.1 Refer Note no. 4 for current maturities of Long Term DebtRefer Note no.4.1 to 4.4 for details of securities etc.

10. SHORT TERM PROVISIONS

a) Provision for Employee Benefits

i) Contribution to Provident Fund 1.91 1.95

ii) Gratuity 12.20 11.52

iii) Earned Leave 1.53 0.50

iv) Bonus 1.79 0.24

v) Salaries and Wages 1.64 1.62

vi) Others 1.19 1.14

b) Excise Duty on Finished Goods 55.46 50.60

Total 75.72 67.57




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58

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 (Includingdividend reinvestment) 0.08 0.004 0.08

4.64 0.004 – 4.64

Less: Provision for diminution in value of investments 3.12 3.17

Sub - total (A) 1.52 1.47

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

2015 the year the year 2016

NOTES



59

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) 1,064.16 – – 1,064.11

Aggregate value of Quoted Investments (Previous Year $ 1.52 million) 1.47

Aggregate Market value of Quoted Investments (Previous Year $ 16.48 million) 17.13





60


13. TAX EFFECTS OF ITEMS CONSTITUTINGDEFERRED TAX ASSETS

a) On difference between book value and taxbalance of fixed Assets (292.87) (280.73)

b) Unabsorbed Depreciation and Business Loss 728.77 380.48

c) Expenses disallowed u/s 43 B allowableon Payment 7.83 7.69

Total 443.73 107.44

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

a) Security Deposits 10.58 4.16

b) MAT Credit Entitlement (Ref. Note No.31) 165.10 –

c) Advance Tax (Net of provisions) 75.76 75.44

d) Govt. Subsidies 137.85 99.53

Total 389.29 179.13

15. INVENTORIES(Valued at lower of Cost or Net realisable value)

a) Raw materials 19.73 4.07

b) Work in progress 93.13 37.01

c) Finished goods 968.43 1,546.59

d) Stock in trade – 61.85

e) Stores and Spares 55.13 55.20

f) Others:

Standing crop at own Farm 0.24 0.42

Bio-compost 0.23 0.04

Total 1,136.89 1,705.18

16. TRADE RECEIVABLES(Unsecured and considered good)

a) Trade Receivables outstanding for a periodexceeding six months:

i) Considered good 78.56 79.27

ii) Considered doubtful 0.36 0.36

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

b) Other debts 45.24 2.37

Total 123.80 81.64

NOTES



61

NOTES


17. CASH AND CASH EQUIVALENTSa) Cash on hand 0.35 0.43

b) Balance with Banks:

i) In Current Account 25.95 16.33

ii) In Deposit Account 106.01 8.94

iii) Unpaid Dividend/Dividend a/c balance 0.26 0.26

iv) In Earmarked Account 0.01 0.01

Total 132.58 25.97

17.1 Bank balance in Deposit Account includedeposits of $ 83.63 million ( P.Y. $ Nil ) whichhave maturity of more than 12 months

17.2 Bank balance in Deposit Account includedeposits of $ 105.40 million ( P.Y. $ 8.24million) as margin money to banks forvarious facilities granted to the Company.

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

a) Prepaid expenses 138.27 6.65

b) Balances with Central Excise Department 52.30 64.91

c) Other Advances

Due from the Associate companyShree Ambika Sugars Ltd. – 218.63

Others 176.24 101.77

d) Due by Officers of the Company 3.10 2.80

e) Other Advances considered doubtful 2.53 2.53

Less: Provision 2.53 – 2.53 –

Total 369.91 394.76

19. OTHER CURRENT ASSETS

a) Govt. Subsidies 79.05 100.08

b) Interest accrued on Deposits 9.01 7.16

c) Others:

i) Supplier’s Advance 13.86 13.02

ii) Other Advances 2.39 9.22

104.31 129.48



62

NOTES

For the For theParticulars year ended year ended

March 31, 2016 March 31, 2015

20. REVENUE FROM OPERATIONS

a) Sale of Products

Sugar 1,750.55 2,107.68

Alcohol 230.78 531.39

Molasses 0.07 21.40

Bio-compost & Insecticides 5.15 7.15

Pressmud 0.31 0.23

1,986.86 2,667.85

b) Other operating revenues

Scrap Sale 6.37 0.26

Sale of Paddy and other produce 0.82 1.31

Duty Drawback on Export of Sugar 3.87 5.27

Incentive on Export of Sugar 48.00 52.25

Central Govt. Production Subsidy 15.00 –

Sundry Receipts 23.09 0.03

97.15 59.12

Total Revenue from operations 2,084.01 2,726.97

21. OTHER INCOME

a. Interest Income

i) Interest on Bank Deposits 2.65 0.79

ii) Other interest income 5.47 28.69

b. Dividend Income from Long Term investments 0.08 0.07

c. Rent Receipts 0.61 0.70

d. Profit on Sale of Assets – 0.30

e. Net gain on Foreign Currency transactions – 7.24

f. Compensation Received – 41.70

g. Excess Provision for Depreciation withdrawn – 117.71

Total 8.81 197.20

22. COST OF MATERIALS CONSUMED

Opening Stock 4.07 79.49

Add: Purchase 1,259.24 1,244.46

1,263.31 1,323.95

Less: Closing Stock 19.73 4.07

Cost of Material Consumed 1,243.58 1,319.88

Cost of Materials consumed comprise of :

Sugar Cane 1,222.70 1,279.43

Molasses 20.88 40.45

Total 1,243.58 1,319.88



63

NOTES


March 31, 2016 March 31, 2015

23. CHANGES IN INVENTORY OF FINISHED GOODS

Opening Stock on 01.04.2015

Sugar 1,469.40 2,054.99

Molasses 34.58 227.95

Alcohol 108.52 93.91

Sugar work in progress 37.01 83.95


Standing crop at own farm 0.42 0.33

Total 1,649.97 2,461.40

Closing Stock on 31.03.2016

Sugar 852.83 1,469.40

Molasses 78.55 34.58

Alcohol 56.78 108.52




Total 1,081.76 1,649.97

Changes in Inventory 568.21 811.43

24. EMPLOYEE BENEFITS EXPENSE

a. Salaries and Wages 134.83 140.11

b. Contribution to Provident and other Funds 13.53 25.57

c. Staff welfare expenses 5.15 4.96

Total 153.51 170.64

25. FINANCE COST

a. Interest expenses

i) Term Loan 70.52 130.89

ii) Other Loans 283.76 376.05

b. Other Borrowing Costs 30.73 19.57

Total 385.01 526.51



64

NOTES


March 31, 2016 March 31, 2015

26. OTHER EXPENSESConsumption of Stores and Spares 18.54 25.61Power and Fuel 50.38 51.22Packing Materials 18.00 25.92Rent 5.44 3.63Insurance 4.33 4.14Rates & Taxes 5.94 10.58Provision for Excise Duty 4.86 (28.36)Cane Development Expenses 44.14 49.42Repairs & Maintenance- Plant & Machinery 19.39 19.01- Buildings 1.12 2.22- Others 7.31 6.96Transport and Handling charges 0.57 0.67Selling and Distribution Expenses 31.80 32.09Composting and Effluent treatment expenses 8.67 26.21Research Farm & Development Expenses 0.90 1.48

Audit Fees and Expenses:a. For Statutory Audit 0.40 0.40b. For Taxation matters 0.04 0.04c. For Other services 0.32 0.15d. For Reimbursement of expenses 0.03 0.01e. For Cost Audit 0.07 0.05g. For reimbursement of expenses 0.01 0.03Directors' Sitting Fees 0.41 0.38Directors' Travelling Expenses 1.40 0.57Market Advisory Fee 30.90 –Legal & Professional charges 6.96 8.08Travelling and Conveyance 3.76 3.35Printing and Stationery 1.22 1.35Telephone and Telex 1.64 1.77Vehicle Maintanance 5.63 6.36Bank Charges 1.59 2.06Forex Fluctuation Loss 23.43 –Security Expenses 10.64 10.15Others 6.20 7.56

Total 316.04 273.11

27. CONTINGENT LIABILITIES IN RESPECT OF

Guarantees issued by bankers 2.27 –

Other Commitments - Purchase order issued for items such asRaw materials, Stores and Spares, Services etc. 85.93 64.60

Disputed Income Tax demand/liabilities not provided for 97.96 64.74

Claims against the Company for Excise Duty and others includingIndustrial disputes not acknowledged as debt and not provided for 190.15 391.30

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



65

NOTES

28. The Company has not received any intimation from the suppliers regarding status under the Micro, Small andMedium Enterprises Development Act, 2006 and hence disclosure regarding(i) 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 and(iv) Interest accrued and unpaid at the end of the accounting year, have not been provided.

29. FINANCE LEASE

a) The Company has acquired mechanical Harvestors on lease, the fair value of which aggregates to $ 190.39million (PY : $ 190.38 million). As per Accounting Standard-19 the Company has capitalised the said Harvestorsat its fair value as the lease is in the nature of finance lease as defined in the Accounting Standard-19. Leasepayments are apportioned between finance charges and outstanding liabilities.

b) The minimum lease rentals as at March 31, 2016 and the present value as at March 31, 2016 of minimumLease payments in respect of assets acquired under finance leases are as follows:

($ in million)

Particulars

Minimum Present value of minimumlease payments lease payments

As at As at As at As at31.03.2016 31.03.2015 31.03.2016 31.03.2015

1. Payable not later then 1 year 13.53 35.36 11.93 31.34

2. Payable later than 1 Year butnot later than 5 Years 0.03 2.21 0.02 1.99

3. Payable later than 5 Years – – – –

Total 13.56 37.57 11.95 33.33

Less : Future Finance charges 1.61 4.24 – –

Present Value of Minimum LeasePayments 11.95 33.33 – –

Contingent rent recognised in the Statement of Profit and Loss in respect of Finance Lease : $ Nil (P.Y. : Nil).

30. The Company has given Corporate Guarantees for $ 8317.73 million (P.Y.: $ 7850.90 million) to Banks / FinancialInstitutions for the Term Loans, Working Capital and Guarantee facilities sanctioned to its Subsidiary and AssociateCompanies. The total amount outstanding in respect of such loans as on March 31, 2016 is $ 7348.60 million( P.Y.: $ 5838.80 million).

31. Considering the seasonal nature of sugar industry and improving sugar prices, the Management is of the opinion thatthe Company will have adequate taxable income in the near future and there exists virtual certainty for taking benefit ofMAT credit. Accordingly MAT credit have been duly recognized in these Financial Statements.

32. Pending Litigations

a) The Claim Petition filed by the Company against Railways for wrongful delivery of sugar 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) 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.

33. Particulars of Unhedged Foreign Currenty Exposure as at Balance Sheet date



As at As atParticulars March 31, 2016 March 31, 2015

($ in million)

Trade Advance 2342.11 –

66

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

1. Defined Contribution PlansContribution of $ 11.68 million (P.Y. $ 11.97 million) to defined contribution plans is recognized as expenseand included in the employees cost in the Statement of Profit and Loss.

2. Defined Benefit Plans($ in million)

Gratuity Leave Encashment

General description Funded Plan Non Funded Plan

Year ended Year ended Year ended Year ended31.03.2016 31.03.2015 31.03.2016 31.03.2015

a) Change in Defined Benefit ObligationPresent Value - Opening Balance 43.29 30.00 8.69 7.38Current Service Cost 4.41 4.33 1.32 1.46Interest Cost 3.34 2.23 0.68 0.57Actuarial Gain / (Loss) (4.17) 11.09 (0.19) 0.32Benefits Paid 3.03 4.36 0.48 0.42Present Value - Closing Balance 43.85 43.29 10.01 8.69

b) Change in fair value of Plan AssetsOpening Balance 31.49 33.26Expected Return 2.52 2.59Actuarial Gain / (Loss) 0.54 0.00Contributions by the Employer – – 0.48 0.41Benefits Paid 3.03 4.36 0.48 0.41Closing Balance 31.53 31.49Actual Return 3.06 2.59

c) Amount recognised in theBalance Sheet (as at year end)Present Value of Obligations 43.85 43.29 10.01 8.69Fair Value of Plan Assets 31.53 31.49Net assets / (Liability) recognised (12.32) (11.80) 10.01 8.69

d) Expenses recognised in theStatement of Profit and LossCurrent Service cost 4.41 4.33 1.32 1.46Interest on obligation 3.34 2.23 0.68 0.57Expected return on plan assets 2.52 2.59Net actuarial Gain / (Loss) (4.71) 11.09 (0.19) 0.32Total Included in Employee Cost 0.52 15.06 1.81 1.72

e) Principal actuarial AssumptionsDiscount rate (%) 8.00% 8.00% 8.00% 8.00%Future Salary Increase (%) 4.00% 4.00% 4.00% 4.00%Rate of Return on plan assets 8.00% 8.00% – –

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 $ 6.00 million (P.Y. $ 6.00 million) to Gratuity Fund in 2016-17.

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


SCHEDULES


67

35. Segment Information for the year ended March 31, 2016

Information about primary business segments

DescriptionSugar Distillery Unallocated Elimination Total

YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15

SEGMENT REVENUE

External sales / income 1,775.33 2,300.81 257.92 537.24 8.01 29.14 8.01 29.14 2,033.25 2,838.05

Inter-segment Sales 68.56 183.04 – – 68.56 183.04 – –

Total Revenue 1,843.89 2,483.85 257.92 537.24 8.01 29.14 76.57 212.18 2,033.25 2,838.05

SEGMENT RESULT

Segment Result (300.23) (292.65) 78.22 148.15 (222.01) (144.50)

Unallocated Corporate

Expenses net off unallocable

Income 103.81 61.70 103.81 61.70

Operating Profit (300.23) (292.65) 78.22 148.15 (103.81) (61.70) – – (325.82) (206.19)

Interest Expense 385.01 526.51 385.01 526.51

Interest Income – – 8.12 29.48 8.12 29.48

Profit / (Loss) Before Tax (300.23) (292.65) 78.22 148.15 (480.70) (558.73) – – (702.71) (703.23)

Income Tax

Deferred Tax (Net) (336.29) (231.00) (336.29) (231.00)

MAT Credit (165.10) – (165.10) –

Profit / (Loss) After Tax (300.23) (292.65) 78.22 148.15 20.69 (327.73) – – (201.32) (472.23)

OTHER INFORMATION

Segment Assets 2,792.43 3,554.68 706.25 697.07 3,498.68 4,251.75

Unallocated Corporate Assets 2,038.37 1,280.18 2,038.37 1,280.18

Total Assets 2,792.43 3,554.68 706.25 697.07 2,038.37 1,280.18 – – 5,537.05 5,531.93

Segment Liabilities 2,119.21 3,353.16 144.93 200.93 2,264.14 3,554.09

Unallocated Corporate Liabilities 3,272.91 1,977.84 3,272.91 1,977.84

Total Liabilities 2,119.21 3,353.16 144.93 200.93 3,272.91 1,977.84 – – 5,537.05 5,531.93

Capital Expenditure 5.74 19.00 0.10 5.93 0.10 0.14 5.94 25.07

Depreciation 60.20 60.69 15.74 15.78 1.75 1.97 77.69 78.44

Non-Cash Expenses other than

Depreciation – – – – – – – – – –

Geographical Segment India Other Countries Total

YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15 YE 31.03.16 YE 31.03.15

Segment Revenue External

Sales to Customers / Income 1,594.80 2,253.69 438.45 584.36 2,033.25 2,838.05

Segment Reporting

1. 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)


68

36. 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, 2016 As at March 31, 2015Subsidiary Associate Subsidiary AssociateCompany Company Company Company

Shree Ambika Shree AmbikaSugars Ltd Sugars Ltd

Sale of Molasses, Bio Compost & Pressmud – 1.93 – 30.28

Purchase of Bio Compost & Pressmud – 2.38 – 2.65

Sale of store materials 0.07 0.93 0.08 1.03

Purchase of store materials 0.02 7.99 0.03 6.98

Sale of Sugar – 53.40 – –

Purchase of Sugar – – – 390.28

Purchase of Steam & Power 48.27 – 48.85 –

Interest Paid for Trade Deposit 8.00 – 8.00 –

Closing Balance Debit – – – 218.63

Closing Balance Credit 30.44 – 156.59 –

Trade Deposit outstanding 50.00 – 50.00 –

Investments made in :

Equity shares

Terra 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 – 702.05

Guarantees given 200.00 8,117.73 280.00 7,570.90

Corporate Guarantee received 3,020.25 – 2,036.40 –

Note : The Chairman & Managing Director has not been paid any remuneration. As per the terms of arrangementbetween Thiru Arooran sugars Ltd and Terra Energy Ltd., 158,597 MTs ( P.Y.: 150,321 MTs ) of Bagasse hasbeen Supplied by Thiru Arooran Sugars Ltd., in exchange for 245,642 MTs ( P.Y.: 235,807 MTs ) of steamand 16,376,124 Units (P.Y.: 15,720,491 Units) of Power from Terra Energy Ltd.

37. EARNINGS PER SHARE

March 31, March 31,2016 2015

Profit / (Loss) After Tax as per Statement of Profit & Loss (201.32) (472.23)

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) ($) (17.79) (41.73)

NOTES



69

NOTES


March 31, 2016 March 31, 2015

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

1. Raw materials

a. Imported – –

b. Percentage – –

c. Indigenous 1,243.58 1,319.88

d. Percentage 100.00% 100.00%

2. Spares & Components

a. Imported 0.04 0.24

b. Percentage 0.22% 0.75%

c. Indigenous 16.82 32.09

d. Percentage 99.78% 99.25%

3. VALUE OF IMPORTS CALCULATED ON CIF BASIS

a. Raw Materials – –

b. Components & Spare Parts – –

c. Capital Goods – –

4. EXPENDITURE IN FOREIGN CURRENCY(Amounts remitted during the year)

a. Foreign Travel – 0.26

b. Market Advisory Fee 44.14 –

c. Others 0.07 3.20

5. EARNINGS IN FOREIGN CURRENCY

Export of Sugar on FOB Basis 385.06 534.05

Others – 41.70

Total 385.06 575.75

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






70

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 LIMITED

1. Reporting Period for the Subsidiary concerned if different from theHolding company’s reporting period : Same as Holding company

2. Reporting currency and Exchange rate as on the last date of relevantFinancial year in the case of foreign Subsidiaries : Not applicable

3 Share Capital : 310.33

4 Reserves and Surplus : 512.13

5 Total Assets : 1658.21

6 Total Liabilities : 1658.21

7 Investments : 0.12

8 Turnover : 182.67

9 Profit before Taxation : 7.57

10 Provision for Taxation : 5.60

11 Profit after Taxation : 1.97

12 Proposed Dividend : Nil

13 % 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, 2016

2. 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 : Consolidated

5. Net worth attributable to shareholding as per latest auditedBalance Sheet ($ in million) : 1752.52

6. Profit/(Loss) for the year ($ in million) : (276.77)a) Considered in consolidation : Yesb) Not Considered in consolidation : No

Notes:

1. Name of the Associate or Joint Venture which are yet toCommence operation : Nil

2. Names of Associate or Joint Venture which have been liquidated orsold during the year : Nil

Form AOC-1


71

CASH FLOW STATEMENT

Year ended Year endedMarch 31, 2016 March 31, 2015

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Taxation (702.71) (703.23)

Adjustments for

- Depreciation 77.69 78.44

- Depreciation withdrawan – (117.72)

- Interest expenses 385.01 526.51

- Loss / (Profit) on sale of Assets – (0.30)

- Provision for dimunition in the value of Investment 0.04 0.06

- Forex Loss 23.43 –

- Other Income (8.20) (29.55)

Operating Profit Before Working Capital Changes (A) (224.74) (245.79)

Decrease in Current Assets

- Inventories 568.29 820.09

- Receivables (42.16) 37.03

- Loans & Advances 6.82 (299.42)

- Margin Deposit for Loans (97.17) 0.46

Increase / (Decrease) in Current Liabilities 91.32 (186.23)

Increase / (Decrease) in Working Capital (B) 527.10 371.93

Cash Generated From Operations (A + B) 302.36 126.14

Cash Flow before Extraordinary items 302.36 126.14

Extra-ordinary Items – –

Net Cash From Operating Activities (C) 302.36 126.14

CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets

- Purchase of Fixed Assets (5.94) (25.82)

Investments(net) – –

Interest Received 6.27 29.54

Dividend Received 0.08 0.07

Proceeds from Sale of Assets – 0.30

Cash flow from Investing Activities (D) 0.41 4.09

Net Cash used in Investment activities (C + D) 302.77 130.23

($ in million)


72

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings – 307.00

Changes in Short term borrowings (1,647.47) 214.15

Repayment of Long Term Borrowings (580.10) (155.82)

Proceeds from Long Term Liabilties- Trade Advance 2318.69 –

Interest paid (384.44) (499.93)

Net Cash from Financing Activities (E) (293.32) (134.60)

Net Increase in Cash (C+D+E) 9.45 (4.37)

Opening Balance 17.73 22.10

Closing Balance 27.18 17.73

Reconciliation of Cash & Cash Equivalentswith the Balance SheetCash & Cash Equivalents as per Balance Sheet 132.58 25.97

Less : Margin Deposit not considered as Cash andCash equivalents as defined in AS-3 105.40 8.24

Cash and Cash Equivalents as per Cash FlowClosing balance 27.18 17.73

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)

For the For theyear ended year ended

March 31, 2016 March 31, 2015

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, June 14, 2016


73

Consolidated Financial Statements of

Thiru Arooran Sugars Ltd

Consolidated Financial Statements

74

AUDITORS’ REPORT

Independent Auditors’

Report of the Auditors

Report

To

The Members ofThiru Arooran Sugars Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financialstatements of THIRU AROORAN SUGARS LIMITED("the Holding Company") and its subsidiary and AssociateCompany (collectively referred to as "the Group), whichcomprise the Consolidated Balance Sheet as at 31stMarch, 2016, the Consolidated Statement of Profit andLoss and the Consolidated Cash Flow Statement for theyear then ended, and a summary of the significantaccounting policies and other explanatory information(hereinafter referred to as "the Consolidated FinancialStatements").

Management's Responsibility for the ConsolidatedFinancial Statements

The 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 of

the consolidated financial statements by the Directors ofthe Holding Company.


Our responsibility is to express an opinion on theseconsolidated financial statements based on our audit. Wehave 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. An audit alsoincludes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accountingestimates made by the Holding Company's Board ofDirectors, as well as evaluating the overall presentationof the consolidated 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.

Opinion

In 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 a


75Consolidated Financial Statements

true 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, 2016;

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

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

Emphasis of Matter

We draw attention to Note No.29 relating to accounting ofinterest on amounts due from TANGEDCO and Note No.30regarding the rate at which power supplied to TANGEDCOhas been billed pending finalisation of the dispute relatingto fixation of tariff for the reasons stated herein.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. 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 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 of

preparation 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,2016 taken on record by the Board of Directors,none of the directors of the Group is disqualifiedas on 31st March, 2016 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 statementsdisclose the impact of pending litigations inthe Financial Statements. Refer NoteNo.28,29,30 and 31 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.



S NagarajanPartner


76 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 2016 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.


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 (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.

77Consolidated Financial Statements

Inherent Limitations of Internal Financial ControlsOver Financial Reporting

Because 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.

Opinion

In our Opinion, the Holding Company, its SubsidiaryCompany and its Associate Company have, in all materialrespects, an adequate internal financial controls systemover financial reporting and such internal financial controlsover financial reporting were operating effectively as atMarch 31, 2016, 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


78

CONSOLIDATED BALANCE SHEET

Note As at As at No. March 31, 2016 March 31, 2015

EQUITY AND LIABILITIES

1 Shareholders’ Fundsa) Share Capital 2 113.17 113.17b) Reserves and surplus 3 1,910.72 2,208.92

2 Minority Interest 507.59 683.67

3 Non-Current Liabilitiesa) Long Term Borrowings 4 1,830.03 3,826.48b) Other Long Term Liabilities 5 8,217.11 –c) Long Term Provisions 6 18.29 17.64

4 Current Liabilitiesa) Short Term Borrowings 7 793.89 5,269.87b) Trade Payables 8 3,638.75 3,404.18c) Other Current Liabilities 9 1,708.62 1,952.36d) Short Term Provisions 10 198.61 184.78

TOTAL 18,936.78 17,661.07

ASSETS

Non-Current Assets

1 a) Fixed Assets(i) Tangible Assets 11 6,625.43 6,807.48(ii) Intangible Assets 2.38 3.77(iii) Capital work-in-progress 273.71 296.01(iv) Goodwill (on Consolidation) 527.84 527.84

b) Non Current Investments 12 364.12 364.14c) Deferred Tax Assets (Net) 13 638.10 9.07d) Long Term Loans and Advances 14 1,156.46 603.28

2 Current Assetsa) Inventories 15 3,309.75 5,141.40

b) Trade Receivables 16 1,983.07 1,689.30

c) Cash and Cash Equivalents 17 956.36 98.27

d) Short Term Loans and Advances 18 926.30 283.67

e) Other Current Assets 19 2,173.26 1,836.84

TOTAL 18,936.78 17,661.07

Significant Accounting Policies 1

See accompanying Notes forming part of the Financial Statements

($ in million)





79

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Note Year ended Year ended No. March 31, 2016 March 31, 2015

CONTINUING OPERATIONS

I. Revenue from Operations (Gross) 20 5,793.20 5,512.41

Less : Excise Duty 79.85 107.52

Revenue from operations ( Net ) 5,713.36 5,404.89

II. Other Income 21 86.23 372.66

III. Total Revenue (I + II) 5,799.59 5,777.55

IV. Expenses:

Cost of Materials consumed 22 2,851.75 2,963.84

Purchases of Stock-in-Trade 3.09 5.51

Changes in Inventories of Finished Goods

and Work-in-progress 23 1,781.81 1,533.72

Employee Benefits Expense 24 354.17 394.11

Finance Cost 25 1,063.13 1,391.59

Depreciation and Amortization Expense 239.39 247.32

Other Expenses 26 984.19 740.83

Total Expenses 7,277.53 7,276.92

V. Profit / (Loss) from Continuing Operations ( III-IV) (1,477.94) (1,499.37)

VI Tax expense:

1) Current tax 1.50 1.05

2) MAT Credit (Refer Note No.32) (376.13) –

3) Deferred tax (629.03) (487.62)

VII Profit /(Loss) After Tax (V - VI) (474.28) (1,012.80)

VIII Less: Minority Interest (176.08) (347.59)

IX Profit/(Loss) for the year (298.20) (665.21)

X Earnings per Equity share : (Ref.Note no.36)

1) Basic ($) (26.35) (58.78)

2) Diluted ($) (26.35) (58.78)

See Accompanying Notes forming part of the Financial Statements

($ in million)





80

accounting policies

1. Significant

a. Basis of Accounting

The financial statements are prepared under the historical cost convention and comply with applicable accountingstandards issued by the Institute of Chartered Accountants of India and the relevant provisions of the CompaniesAct, 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 prepared onthe 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 of intra-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 31.03.2016

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



81

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, 2016 As on March 31, 2015No of shares Amount No of shares Amount

Shares outstanding as on1st April 2015 11,316,724 113.17 11,316,724 113.17

Shares outstanding as onMarch 31, 2016 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, 2016 As on March 31, 2015No 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 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.



82

NOTES

3. RESERVES & SURPLUS

a. Capital ReservesAs per the last Balance Sheet 24.74 24.74

b. USAID Matching GrantAs per the last Balance Sheet 17.87 17.87

c. Capital Redemption ReserveAs per the last Balance Sheet 669.07 669.07

d. Share Premium AccountAs per the last Balance Sheet 1,288.15 1,288.15

e. General ReserveAs per the last Balance Sheet 482.25 482.25

f. Surplus in the Statement of Profit & Loss

Opening balance (273.16) 431.24

Less : Depreciation on Transition toSchedule II of the CompaniesAct, 2013 on Tangible Fixed Assetwith Nil remaining useful life. – (39.19)

Add : Net Profit / (Loss) for the year (298.20) (665.21)

Closing Balance (571.36) (273.16)

Total 1,910.72 2,208.92


4. LONG TERM BORROWINGS

Secured

i) Term loans

a) From Banks 702.35 3,108.18

b) From Govt.of India, Sugar Development Fund (SDF) 345.29 345.30

c) From L&T infrasture Finance Company Ltd 88.35 100.41

d) From L&T Fin Corp Limited 506.35 573.52

ii) Other Loans and Advances

a) Obligation under Finance Lease 63.60 122.88

b) Tamil Nadu Newsprint and Papers Limited

Interest bearing Loans 252.50 252.50

Interest free Advances 410.00 410.00

c) Vehicle Loan – 0.15

2,368.44 4,912.94Less: Amount due within 12 months disclosed under

Other Current Liabilities 538.41 1,086.46

Total 1,830.03 3,826.48

($ in million)




83


NOTES


4.1 Term Loans from Banks of $ 423.85 million (P.Y. $ 1052.91 million) as detailed below are secured on a pari passu firstcharage basis on Company's Fixed Aeests including Land and Buildings, Plant and Machinery and other immovable FixedAssets, both present and future and exclusive second charge on pari passu Current Assets of the Company.

Name of the Bank Amount Terms of repayment and rate of interest1. State Bank of India - SEFASU Scheme 297.00 This loan carries interest at the rate of Bank’s Base rate plus 5% p.a. (currently

14.30% p.a ) and is repayable in 36 monthly instalments of $ 8.30 millioneach, with morotorium period of 24 months commencing from March, 2016.

2. State Bank of India, Term Loan 39.11 This loan carries interest at 3.60% p.a. above Bank’s Base rate (present rate14.30% p.a.) and is repayable in 54 monthly instalment commencing fromOctober, 2013.

3. State Bank of India, Corporate Loan - II 87.74 This loan carries interest at 3.15% p.a. above Bank’s Base rate (present rate14.40% p.a) and is repayable in 72 monthly instalment commencing from April,2014.

Total 423.85

4.2 Term Loans from banks of $ 278.50 million (P.Y. $ 2,055.27 million) are secured as detailed below.Name of the Bank Amount Terms of repayment and rate of interest

1. Punjab National Bank-Term Loan 278.50 Secured by pari passu first charge on the Fixed Assets of the Company andSEFASU-2014 Current Assets of the Company. The Loan carries interest @ 12% p.a. and is

repayable in 12 quarterly instalments commencing from April, 2016.278.50

2. 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 $ 252.02 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)

4.3 Term Loan from L&T Infrastructure Finance Company Ltd and L&T Fin Corp Ltd are Secured bya) 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 Paripasu 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 assets of the Company.c) Second pari passu charge by way of hypothecaton in favour of Lender,all present and futhre 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.

4.4 Obligations under Finance Lease is secured by the respective assets purchased under Finance Lease. The loan carries interestat the rate of 15% p.a. and is repayable in 60 instalements from the date of disbursement.

4.5 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.

4.6 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 Plant. The loan carries interest at the rate of 9% p.a. and is repayablein half yearly instalments from the respective due dates.

4. 7 Secured Loans to the extent of $ 873.20 million (P.Y. $ 2,729.20 million) as detailed below are additionally secured by CorporateGuarantee of Thiru Arooran Sugars Ltd.

a) From Banks 278.50

b) L&T Infrastracture Finance Co Ltd 88.35

c) L&T Fin Corp. Ltd 506.35

Total 873.20

4.8 Secured Loans to the extent of $ 575.50 million are also guaranteed by Chairman and Managing Director.

4.9 Term loans availed by Holding, Subsidiary and Associate company are secured by the assets of the respective companies.

84

NOTES



($ in million)

5. OTHER LONG TERM LIABILITIES

Trade Advance 8,636.34 –Less: Amount due within 12 months disclosed under other

Current Liabilities 419.23 –

Total 8,217.11 –


5.1 Trade advance of $ 2,342.11 million (P.Y. Nil) is secured by Export Performance Bank Guarantee issued byBanks who are having first charge on finished goods, Molasses, consumable stores and spares, Receivables andon the Current Assets of the sugar division on pari-pasu basis with other Working Capital and EPBG Lenders andPari-pasu first charge on the Fixed Assets of the Company (excluding Assets under lease and Vehicles) situatedat A.Chittur, Thirumandankudi and at Vadapathimangalam with other EPBG lenders in consortium and CorporateGuarantee of Terra Energy Limited and personal Guarantee of Chairman and Managing Director.

5.2 Trade advance of $ 6294.23 million (P.Y. Nil) is secured by Export Performance Bank Guarantee by Consortium ofBankers who are having Pari-pasu first charge on all present and future Fixed Assets and pari-pasu first charge onall present and future Current Assets excluding Current Assets of the Distillery and Co-Generation division of theCompany situated at Pennadam and Kottur and Corporate Guarantee of Thiru Arooran Sugars Ltd and personalGuarantee of Chairman and Managing Director.

6. LONG TERM PROVISIONS

a) Provision for Employee BenefitsEarned Leave 18.29 17.64

Total 18.29 17.64

7. SHORT TERM BORROWINGSSecuredFrom Banksi) Cash Credit 793.89 4,683.63ii) Other loans and advances – 586.24

Total 793.89 5,269.87

($ in million)


7.1 Cash Credit from State Bank of India of $ 100.54 million (P.Y. $ 102.55 million) is secured by way of hopothecationof Current Assets viz., stock of Raw materials, Semi finished goods, Finished goods, Receivables and othercurrent assets of the Distillery division and $ 147.88 million (P.Y. $ 982.19 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 $ 364.28 million(P.Y. $ 862.79 million) are secured by way of charge on theCurrent assets viz stock of Raw materials, Semi finished and Finished goods, consumable stores and spares andcharge on Books Debts and second charge on immovable assets of the Company on pari-pasu basis.

7.3 Cash Credit Limit to the extent of $ 378.88 million (P.Y. $ 1712.72 million) are also secured by Corporate Guaranteeof Terra Energy Limited.

7.4 Cash Credit Limit to the extent of $ 248.42 million (P.Y. $ Nil) is also Guaranteed by Chairman and ManagingDirector.

85


8. TRADE PAYABLES

a) Dues to Micro, Small and Medium Enterprises (Refer Note no. 33) – –

b) Due to Othersi) Acceptances – 119.83ii) Others 3,638.75 3,284.35

Total 3,638.75 3,404.18

9. OTHER CURRENT LIABILITIES

a) Current Maturities of long-term debt 538.41 1,086.46

b) Current Maturities of Other Long Term Liabilities 419.23 –

c) Interest accrued but not due on borrowings 134.84 70.36

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

e) Interest accrued and due on borrowings 98.98 142.76

f) Unpaid dividends 0.26 0.26

g) Unpaid matured deposits and interest accrued thereon 0.78 1.04

h) Statutory dues 63.20 81.90

i) Others 423.65 569.58

Total 1,708.62 1,952.36

9.1 Refer Note no.4 for current maturities of Long Term Debt.Refer Note no. 4.1 to 4.9 for details of securities etc.

10. SHORT TERM PROVISIONS(a) Provision for Employee Benefits

i) Contribution to Provident Fund 4.80 4.61

ii) Gratuity 32.04 30.53

iii) Earned leave 6.71 3.93

iv) Bonus 4.43 0.80

v) Salaries and Wages 3.73 3.42

vi) Others 2.48 2.61

b) Excise Duty on Finished Goods 144.42 138.88

Total 198.61 184.78


7.5 Cash Credit Limit of of $ 91.52 million (P.Y. $ 2614.59 million) is secured by way of hypothecation of CurrentAssets viz., stock of raw material, semi- finished and finished goods, consumable stores and spares and chargeon Book debts of Power and Distillery and second charge on the Fixed Assets of Sugar division. The above loansare also additionally secured by Corporate Guarantee of the Holding Company Thiru Arooran Sugars Limited.

7.6 Cash Credit Limit of $ 89.67 million (P.Y. $ 95.11 million) is secured by way of hypthication of Current Assets vizstock of Raw Materials, Consumable Stores and Spares and charge on Book Debts and Second Charge onImmovable Assets of the Company, and by Corporate Guarantee of the Holidng Company, Thiru Arooran SugarsLtd.

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.

($ in million)

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87

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 in ICICI 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

f) 17,400 Equity Shares of $ 10/- each inPrime Securities Ltd 1.76 1.76

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

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

i) 7,200 Equity Shares of $ 10/- each inUnion Bank of India 0.12 0.12

j) 1,001 Equity Shares of $ 10/- each inMadan Capital Market Ltd 0.01 0.01

k) 7,800 Equity Shares of $ 10/- each inUCO Bank at a premium of $ 2/- each fully paid. 0.09 0.09

l) 4,717 Equity Shares of $ 10/- each in PunjabNational Bank at a premium of $ 380/- each fully paid 1.84 1.84

m) 37,335 Equity Shares of $ 10/- each in Union Bankof India at a premium of $ 100/- each fully paid 4.11 4.11

n) 352 Equity Shares of $ 10/- each in IDBI Bank 0.004 – 0.004

IN MUTUAL FUNDS

j) Units of Franklin Templeton Mutual Fund(Including dividend reinvestment) 0.76 0.04 – 0.80

Canara Robeco Mutual Fund 1.55 0.001 1.55

13.04 0.04 – 13.08

Less : Provision for diminution in value of Investments 3.12 – – 3.18

Sub - Total (A) 9.92 – – 9.90



($ in million)

88

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) 364.14 – – 364.12

Aggregate value of Quoted Investments (Previous Year $ 9.92 million) 9.90

Aggregate Market value of Quoted Investments (Previous Year $ 29.65 million) 27.62

Aggregate value of Unquoted Investments (Previous Year $ 353.58 million) 354.22



89


13. TAX EFFECTS OF ITEMS CONSTITUTINGDEFERRED TAX ASSETS

a) On difference between book value andtax balance of fixed Assets (1,268.78) (1,179.25)

b) Unabsorbed Depreciation and Business Loss 1,835.05 1,181.68

c) Expenses disallowed u/s 43 B allowableon payment 71.83 6.64

Total 638.10 9.07

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

a) Security Deposits 49.31 41.00

b) Advance for Capital Goods 6.07 6.13

c) Advance Tax (Net of provisions) 112.17 106.82

d) MAT Credit Entitlement (Ref.Note No.32) 376.13 –

d) Govt Subsidies 196.19 148.48

e) Interest receivable on Trade Dues 416.59 300.85

Total 1,156.46 603.28

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

a) Raw materials 45.99 34.88

b) Work in progress 136.23 91.78

c) Finished goods 2,786.77 4,577.78

d) Stock in trade – 61.84

e) Stores and Spares 339.44 373.37

f) Others:

Standing crop at own Farm 0.83 1.23


Total 3,309.75 5,141.40

16. TRADE RECEIVABLES(Unsecured and considered good)

a) Trade Receivables outstanding for a periodexceeding six months

i) Considered good 1,619.26 1,444.76

ii) Considered doubtful 0.36 0.36

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

b) Other debts 363.81 244.54

Total 1,983.07 1,689.30

NOTES



90

NOTES




17. CASH AND CASH EQUIVALENTS

a) Cash on hand 0.75 0.95

b) Balance with Banks

i) In Current Account 420.08 38.39

ii) In Deposit Account 535.23 58.56

iii) Unpaid Dividend / Dividend a/c balance 0.26 0.26

iv) In earmarked Account 0.04 0.11

Total 956.36 98.27

17.1 Bank balance in Deposit Account include deposit of $ 163.97 million (P.Y. $ 0.44 million) which have maturity ofmore than 12 months

17.2 Bank balance in Deposit Account include deposit of $ 534.63 million (P.Y. $ 57.41 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 545.54 16.92

b) Balances with Central Excise Department 99.26 99.40

c) Due by Officers of the Company 4.10 3.80

d) Others 277.40 163.55

e) Other Advances considered doubtful 2.53 2.53

Less: Provision 2.53 2.53

Total 926.30 283.67

19. OTHER CURRENT ASSETS

Govt. Subsidies 136.06 179.56

Interest accrued on Deposit 9.01 7.26

Interest accrued on Trade Receivables 93.54 83.66

Supplier's Advance 13.86 13.02

Others 1,920.79 1,553.34

Total 2,173.26 1,836.84

($ in million)

91

NOTES


March 31, 2016 March 31, 2015

20. REVENUE FROM OPERATIONS

a) Sale of Products

Sugar 4,365.36 3,909.91

Alcohol 561.08 795.07

Bio-compost & Insecticides 11.27 12.91

Pressmud – 1.23

Sale of Power 404.06 609.68

Others 6.89 –

5,348.66 5,328.80

b) Other Operating Revenues

Scrap Sale 11.82 4.89

Sale of Paddy and other produce 1.87 3.89

Duty Drawback on Export of Sugar 21.53 9.92

Incentive on Export of Sugar 343.57 157.19

Central Govt. Production Subsidy 37.69 –

Sundry Receipts 28.06 7.72

444.54 183.61

Total Revenue from Operations 5,793.20 5,512.41

21. OTHER INCOME

a) Interest Income

i) Interest from Bank Deposit 24.77 10.27

ii) Interest on overdue Trade Receivables 38.57 99.01

iii) Other Interest 21.18 61.13

b) Dividend Income from Long term investments 0.48 1.43

c) Rent receipts 1.23 1.39

d) Profit on Sale of Assets – 0.34

e) Net gain on foreign currency transactions – 7.99

f) Compensation Received – 73.38

g) Excess Provision for Depreciation withdrwan – 117.72

Total 86.23 372.66

22. COST OF MATERIALS CONSUMED

Opening Stock 38.95 18.22Add: Purchases 2,858.79 2,984.57

2,897.74 3,002.79Less:Closing Stock 45.99 38.95

2,851.75 2,963.84

Cost of Material ConsumedSugar Cane 2,709.15 2,838.74

Molasses 80.35 134.46

Coal 47.65 6.86Bagasse 1.97 1.29

Others 12.63 (17.51)Total 2,851.75 2,963.84



92

NOTES


March 31, 2016 March 31, 2015

23. CHANGES IN INVENTORY OF FINISHED GOODS

Opening Stock on 01.04.2015

Sugar 4,358.85 5,617.77

Molasses 123.58 324.69

Alcohol 135.70 158.91

Bagasse 2.49 2.47


Biocompost 0.52 0.67


Total 4,714.15 6,247.87

Closing Stock on 31.03.2016

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

Changes in Inventory 1,781.81 1,533.72

24. EMPLOYEE BENEFIT EXPENSES

a) Salaries and Wages 310.73 318.11

b) Contribution to provident and other funds 31.37 62.90

c) Staff welfare expenses 12.07 13.10

Total 354.17 394.11

25. FINANCE COST

a) Interest Expenses

i) Term Loan 444.13 654.04

ii) Other loans 496.36 689.09

b) Other borrowing costs 122.64 48.46

Total 1,063.13 1,391.59



93

NOTES


March 31, 2016 March 31, 2015

26. OTHER EXPENSES

Consumption of Stores and Spares 55.42 67.68

Power and Fuel 102.20 123.97

Packing Materials 31.15 59.00

Rent 7.29 5.33

Insurance 14.05 15.47

Rates & Taxes 21.13 24.02

Excise Duty Provision 5.54 (34.75)

Cane Development Expenses 128.61 139.14

Repairs & Maintenance:

- Plant & Machinery 75.67 67.47

- Buildings 2.93 4.81

- Others 22.90 22.35

Transport and Handling charges 2.56 3.14

Selling and Distribution expenses 123.60 83.59

Composting and Effluent treatment expenses 21.87 39.35

Research Farm & Development Expenses 4.46 5.64

Audit Fees and Expenses:

a. For Statutory Audit 0.95 1.00

b. For taxation matters 0.13 0.14

c. For other services 0.57 0.22

d. For reimbursement of expenses 0.06 0.01

e. For Cost Audit 0.17 0.22

f. For other services 0.01 0.01

g. For reimbursement of expenses 0.03 0.07

Managing Director Remuneration 7.41 5.70

Directors Sitting Fees 0.79 0.61

Directors Travelling Expenses 1.84 1.30

Market Advisory Fee 123.40 -

Legal & Professional charges 17.84 35.62

Travelling and Conveyance 6.48 5.78

Printing and Stationery 2.11 2.51

Telephone and Telex 3.12 3.22

Vehicle Maintanance 11.89 14.39

Bank Charges 6.57 3.72

Forex Fluctuation Loss 140.79 -

Security Expenses 27.18 25.96

Others 13.47 14.14

Total 984.19 740.83



94


March 31, 2016 March 31, 2015

28. CONTINGENT LIABILITIES IN RESPECT OF

Guarantees issued by bankers 2.27 –

Estimated amount of Contracts to be executed on capital accountand not provided for (Net of advance paid) 9.37 9.65

Other Commitments-Purchase Order given foritems such as Raw materials, stores and spares, services etc., 113.42 78.21

Disputed income tax demand/liabilities not provided for 117.48 115.62

Claims against the Company for excise duty and others includingIndustrial disputes not acknowledged as debts and not provided for 390.42 511.22

Disputed Purchase tax & Sales tax liabilities not provided for 335.28 328.23

Claims against company not acknowledged as debt and not provided for 22.46 17.75

($ in million)

NOTES

Forming part of the Financial Statements27. 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 Amountconsolidated ($ in consolidated ($ inNet assets million) Profit or (loss) million)

Indian Subsidiary:Terra Energy Ltd.

32.49 822.46 0.42 1.97

Associate:Shree Ambika Sugars Ltd

69.23 1,752.52 58.36 (276.77)

Minority interest in allSubsidiaries and Associates

20.05 507.59 37.13 (176.09)


95

NOTES



29. 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 into

between 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 Electricity

Regulatory Commission seeking direction to TANGEDCO to settle the arrears for the said period along with claim

for interest is pending disposal. The interest claimed from TANGEDCO on the aforesaid arrears is $ 36.49 million

(Previous year $ 36.49 million) which is included in the Other Interest Income under Item No.21.

30. As per the Power Purchase Agreement entered into between the Company and TANGEDCO, the tariff payable in

respect 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 years

from April 01, 2000 to March 31, 2010 with a condition that it will be reviewed after this period. Upon expiry of the tariff

period as aforesaid, since the power to determine tariff is vested by the Electricity Act, 2003 with the State Electricity

Regulatory Commission (TNERC), TANGEDCO filed Petition before TNERC for determination of the tariff effective

from April 01, 2010. TNERC vide its Order dated March 31, 2016, has prescribed the tariff applicable to all co-gen

plants established prior to May 15, 2006. The Company has filed an appeal against the order of TNERC and based

on legal advice is confident of succeeding in such Appellate Proceedings. Pending this the Company has continued

to raise invoice for power exported to TANGEDCO at rates arrived at as earlier after considering escalation of 5%

annually. Sale of power includes $ 202.95 million (Previous year $ 167.34 million) representing the excess of the

invoiced amount over the rate at which invoices are being settled by TANGEDCO.

31. Company has filed Appeal before the Supreme Court against the Order of the High Court of Madras, dismissing the

Writ Petition filed by the Company, challenging the levy of Electricity Tax as per Tax on Consumption and Sale of

Electricity Act, 2003 as amended by Act 38 of 2007. Pending disposal of the Appeal / Special Leave Petition by the

Supreme Court, no provision is considered necessary for $ 205.65 million (P.Y. $ 201.47 million). Against this

liability, demand has been raised for Rs.161.11 million (P.Y. $ 156.84 million) which includes interest of $ 47.37

million (P.Y. $ 43.26 million) for sale of power through PTC which has been stayed by the High Court of Madras and

demand of $ 150.21 million (P.Y. $ 143.24 millions) inclusive of interest of $ 63.09 million (P.Y. $ 58.90 millions) for

consumption of power by the Sugar Unit.

32. Considering the seasonal nature of sugar industry and improving sugar prices, the management is of the opinion

that the Company will have adequate taxable income in the near future and there exists virtual certainty for taking

benefit of MAT credit. Accordingly MAT credit have been duly recognized in these Financial Statements.

33. The Company has not received any intimation from the suppliers regarding status under the Micro, Small and

Medium 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.

96

NOTES

34. FINANCE LEASE

a) The Company has acquired mechanical Harvesters on lease, the fair value of which aggregates to $ 347.70millions. As per Accounting Standard-19, the Company has capitalised the said Harvesters at their fair valueas the leases are in the nature of finance lease as defined in Accounting Standard-19. Lease Payments areapportioned between finance charges and outstanding liabilities.

b) The minimum lease rentals as at March 31, 2016 and the present value as at March 31, 2016 of Minimumlease payments in respect of assets acquired under finance leases are as follows.

Particulars

Minimum Present value of minimumlease payment lease payments

As at As at As at As at31.03.2016 31.03.2015 31.03.2016 31.03.2015

1. Payable not later than 1 Year 20.07 59.97 17.57 53.39

2. Payable later than 1 Year butnot later than 5 Years.

0.03 2.58 0.03 2.32

Total 20.10 62.55 17.60 55.71

Less: Future Finance Charges 2.50 6.84 – –

Present Value of Minimum Leasepayments

17.60 55.71 – –

c) Contingent rent recognised in the profit and loss account in respect of finance lease: $ Nil (Previous year: Nil)

35. 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. Theproceedings initiated by the company include claim on supplier for contaminated supply of material. TheManagement expect that these legal proceedings, when ultimately concluded and determined, will not have amaterial and adverse effect on the Company's financial position.

($ in million)


36. EARNINGS PER SHARE

As at As at31.03.2016 31.03.2015

Profit/(Loss) After Tax as per Statement of Profit & Loss ($ in million) (298.20) (665.21)

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 ($) (26.35) (58.78)

37. Particulars of unhedged Foreign Currency Exposure as at Balance Sheet date ($ in million)

As at As at31.03.2016 31.03.2015

Trade Advance 8,636.34 303.56


97

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

1. Defined Contribution PlansContribution of $ 27.02 million (P.Y. $ 41.40 million) to defined contribution plans is recognized as expenseand included in the employees cost in the profit and loss account.

2. Defined Benefit Plans(Value $ in million)

Gratuity Leave Encashment

General description Funded Plan Non Funded Plan

Year ended Year ended Year ended Year ended31.03.2016 31.03.2015 31.03.2016 31.03.2015

a) Change in Defined Benefit ObligationPresent Value - Opening Balance 96.47 65.53 21.56 17.96Current Service Cost 10.15 9.42 3.38 3.42Interest Cost 7.45 4.89 1.68 1.39Actuarial Gain / (Loss) (9.79) 25.47 (0.46) 0.73Benefits Paid 6.78 8.83 1.16 1.29Present Value - Closing Balance 97.50 96.47 25.00 21.56

b) Change in fair value of Plan AssetsOpening Balance 65.66 68.79Expected Return 5.24 5.38Actuarial Gain / (Loss) 1.21 –Contributions by Employer – 0.33 1.16 1.29Benefits Paid 6.78 8.83 1.16 1.29Closing Balance 65.34 65.66Actual Return 6.46 5.38

c) Amount recognised in theBalance Sheet (as at year end)Present Value of Obligations 97.50 96.47 25.00 21.56Fair Value of Plan Assets 65.34 65.66Net assets / (Liability) recognised (32.16) (30.81) 25.00 21.56

d) Expenses recognised in theStatement of Profit and LossCurrent Service cost 10.15 9.42 3.38 3.42Interest on obligation 7.45 4.89 1.68 1.39Expected return on plan assets 5.24 5.38Net actuarial Gain / (Loss) (8.57) 25.47 (0.46) 0.73Total Included in Employee Cost 3.78 34.40 4.59 5.53

e) Principal actuarial AssumptionsDiscount rate (%) 8.00% 8.00% 8.00% 8.00%Future Salary Increase (%) 4.00% 4.00% 4.00% 4.00%Rate of Return on plan assets 8.00% 8.00% – –

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 $ 18.00 million (P.Y. $ 15.20 million) to Gratuity Fund in 2016-17.

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



98

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l Seg

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t In

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and

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63.

34 1

.90

2.1

3 2

39.3

9 2

47.3

2N

on-C

ash

Expe

nses

oth

er th

anD

epre

ciat

ion

(10.

37)

– –

– 1

51.1

6 –

– –

140

.79

–

($ in

mill

ion)


99

CASH FLOW STATEMENT

CONSOLIDATED CASH FLOW STATEMENT


CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Taxation (1,477.94) (1,499.37)

Adjustments for

- Depreciation 239.39 247.32

- Depreciation withdrawan – (117.72)

- Interest expenses 1,063.13 1,391.59

- Loss / (Profit) on sale of Assets/Investments – (0.35)

- Provision for dimunition in the value of Investment 0.06 0.06

- Forex Fluctuation Loss 140.79 –

- Other Income (85.00) (171.85)

Operating Profit Before Working Capital Changes (A) (119.57) (150.32)

Decrease in Current Assets

- Inventories 1,831.65 1,544.52

- Receivables (293.77) (122.52)

- Loans & Advances (1,104.83) (593.77)

- Margin Deposit for Bank loans (477.22) 69.46

Increase in Current Liabilities 516.46 (221.00)

Increase / (Decrease) in Working Capital (B) 472.29 676.69

Cash generated from Operations (A + B) 352.72 526.37

Income Tax Paid (1.50) (1.05)

Cash Flow before Extraordinary items 351.22 525.32

Extraordinary Items – –

Net Cash From Operating Activities (C) 351.22 525.32

CASH FLOW FROM INVESTING ACTIVITIES

Addition to Fixed Assets (33.65) (114.32)

Investments (0.04) 2.92

Interest Received 33.25 43.16

Dividend Received 0.48 1.43

Proceeds from Sale of Assets – 0.36

Cash flow from Investing Activities (D) 0.04 (66.45)

Net Cash used in Investment activities (C + D) 351.27 458.87

($ in million)


100

CASH FLOW STATEMENT


CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings – 807.00

Proceeds from Long Term Liabilities (Trade Advance) 8,076.32 –

Proceeds from / (Repayment) of Short Term Borrowings (4,475.99) 539.87

Repayment of Long Term Borrowings (2,544.50) (615.36)

Interest Paid (1,026.23) (1,277.83)

Net Cash From Financing Activities (E) 29.60 (546.32)

Net Increase In Cash (C + D + E) 380.87 (87.45)

Opening Balance 40.86 128.31

Closing Balance 421.73 40.86

Reconciliation of Cash & Cash Equivalents with the Balance Sheet

Cash & Cash Equivalents as per Balance Sheet 956.36 98.27

Less : Margin Deposit not considered as Cash and Cash Equivalents

as defined in AS-3 534.63 57.41

Cash & Cash Equivalents as per Cash Flow closing balance 421.73 40.86

Note: 1. Figures in brackets represent outflows

2. 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, June 14, 2016


101

Notes

102

Notes

103

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)

60th Annual General Meeting - September 30, 2016

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 60th

Annual General Meeting of the

Company to be held at 10.15 A.M. on Friday, September 30, 2016 at Obul Reddy Hall, 'Vani Mahal', 103 G.N Chetty Road,T. Nagar Chennai - 600 017, and at any adjournment thereof, in respect of such resolutions as are indicated below:

Resolution ResolutionNo.

Ordinary Business

1 a) Adoption of audited Standalone Financial Statements of the Company for the financial year endedMarch 31,2016 along with the Reports of the Board of Directors and Auditors and

b) Adoption of audited Consolidated Financial Statements of the Company for the financial yearended March 31,2016 along with the Report of the Auditors

2 Reappointment of Mrs Malathi Ram Tyagarajan

3 Ratification of appointment of Statutory Auditors and fixing their remuneration

Special Business

4 Ratification of remuneration for the Cost Auditor for the Financial Year 2016-17.

Signed this ______ day of ____________ 2016

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

104

Note:

1. Shareholders / Proxies wishing to attend the meeting MUST bring the Attendance Slip to the meeting and handover at the entrance duly signed.

2. Physical copy of the Annual Report for 2015-16 and Notice of the Annual General Meeting (AGM) along with Attendance Slip and Proxy Form is 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 .24th September, 2016

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

th60 ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the ANNUAL GENERAL MEETING on Friday, 30th September, 2016 at

10.15 a.m. at Obul Reddy Hall, “Vani Mahal”, 103, G.N. Chetty Road, T.Nagar, Chennai - 600 017.

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

THIRU AROORAN SUGARS LIMITED · held at 10.15 A.M on Friday, September 30, 2016 at the Obul Reddy Hall 'Vani Mahal', 103 G.N. Chetty Road, T. Nagar, Chennai - 600 017, to transact