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DCM Shriram Industries Ltd.

BSE: 523369 Sector: Agri and agri inputs
NSE: DCMSRMIND ISIN Code: INE843D01019
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VOLUME 11879
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P/E 4.47
Mkt Cap.(Rs cr) 537
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Sell Price 0.00
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OPEN 310.50
CLOSE 310.05
VOLUME 11879
52-Week high 385.00
52-Week low 185.60
P/E 4.47
Mkt Cap.(Rs cr) 537
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DCM Shriram Industries Ltd. (DCMSRMIND) - Director Report

Company director report

The Directors have pleasure in presenting the Annual Report and the Audited FinancialStatements of your Company for the year ended 31st March 2017.

From an appreciable 7.6% GDP growth in the preceding year the first quarter of thefinancial year witnessed a fall in GDP growth to 7.1% but picked up marginally in thesecond quarter to 7.3%. The momentum was interrupted with the demonetization of 86% of thecurrency in circulation from 8.11.2016 causing disturbance especially in micro-economicactivities. Demonetization has had short term costs in the form of slow-growth but holdsthe potential for long term benefits in the form of better tax compliance and taxrevenues greater digitalization of the economy increased flow of financial savings allof which could eventually lead to higher GDP growth. In spite of this the year closedwith a GDP growth of 7.1% which is one of the best amongst the growing economies in theworld.

The proposed introduction of GST from July 2017 is expected to create a common Indianmarket improved tax compliance and governance boosting investment and growth. Themeasure is expected to further contribute to the overall economic growth once the normalteething troubles are resolved. Another encouraging factor is the agricultural growth of4.1% in the year 2016-17 which is expected to improve further during the currentfinancial year in case of a normal monsoon as predicted. The one area of concern is lowjob generation. With a determined regime at the Centre and better cohesion between theCentre and State Governments in matters of economic development an anticipated economicgrowth of 8% and above is not impossible.

Your Company's performance scaled new heights in the year under review. All segmentsperformed well particularly the sugar business. After several years sugar pricesappreciated and remained remunerative all through the year. The decline in sugarproduction particularly in Maharashtra and Southern States resulted in normalization ofthe excessive stocks and stabilized the market at a reasonable level. With a view tocontrol prices the Government has already initiated measures such as restrictions onstock import of raw-sugar etc. These measures should hold the price line.

Financial Summary

With a turn around in the sugar operations the Company earned its highest ever profitin the year 201617. The Company achieved its highest turnover of Rs.1505 cr. againstRs.1226 cr. in the previous year. The gross profit at Rs.169.2 cr. against Rs.57.4 cr. inthe previous year was higher by 195%. The net profit at Rs.120.5 cr. as compared toRs.33.2 cr. in the previous year was also highest ever.

Appropriation and Dividend

In view of the record profit position achieved by your Company the Board of Directorsis happy to recommend a final dividend of Rs.6.50 per equity share of Rs.10 (65%) for theyear ended 31.3.2017. Taking into account the interim dividend of Rs.3.50 per equity share(35%) already paid the total dividend for the year works out to Rs.10.00 per equity share(100%). The total payout of dividend for the year under review inclusive of corporate taxon dividend distribution is Rs.20.94 cr.

An amount of Rs.152.21 cr. which includes Rs.39.02 cr. brought forward from theprevious year is being carried forward as surplus in the statement of Profit and Loss.

Auditors' Report

There are no qualifications reservation or adverse remarks or disclaimer in theAuditors' Report to the members on the Annual Financial Statements for the year ended31.3.2017. Regarding the 'Emphasis of Matter' in the Auditors' Report on the consolidatedfinancial statements with regard to the financial assets and income therefrom of thesubsidiary company's financial statements for the year ended 31.3.2017 as clarified inNote No.47 of the consolidated financial statements the subsidiary company has nointention of undertaking NBFC business. During the financial year under review themanagement of the subsidiary company has taken necessary steps to keep the financialassets below the specified limit.

Secretarial Audit Report

M/s. Chandrasekaran Associates Company Secretaries carried out the Secretarial Auditfor the year 2016-17 pursuant to Section 204 of the Companies Act 2013. A copy of theirReport in Form MR-3 as per Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure - 1. There is noqualification in the Report.

THE STATE OF COMPANY'S AFFAIRS

Sugar

During the year Daurala Sugar Works (DSW) produced 1.85 lakhs MT of sugar by crushing17.29 lakhs MT of cane as against 1.86 lakhs MT of sugar by crushing 17.83 lakhs MT in theprevious year. Recovery in the year was better at 10.72% as against 10.44% last year. Thiswas the result of continued efforts made by the factory along with farmers to propagatehigh sucrose varieties in the area.

Alcohol capacity utilization improved significantly during 2016-17 subsequent toinstallation of Multi Effect Evaporator to meet the more stringent statutory environmentalregulations. This helped the Unit increase its Alcohol production by 33% over the previousyear.

The Unit doubled its Absolute Alcohol manufacturing capacity in the year. With thisthe Company could contract higher quantity of Anhydrous Alcohol with Oil MarketingCompanies which is expected to further increase during next year. Bottling operationswere strengthened by augmenting capacity to meet the increased requirements.

The supply of power to grid was as planned and realisation from Renewable EnergyCertificates was satisfactory.

The industry reported profits during 2016-17 after incurring losses for last 6-7 yearsdue to improvement in sugar prices. The credit risk profile of sugar companies improvedbecause of better profits and the resultant reduction of debt.

The financial year 2016-17 started on a promising note with improved sugar pricesbecause of anticipated lower domestic sugar production and the international deficit of6-7 Million MT. Domestic production during 2016-17 was lower than in 2015-16 and sugarprices which were hovering around Rs.3450 per qtl. in April 2016 improved to a levelabove Rs. 3700 per qtl. by August. However with the Government taking actions likeimposing stock limits and indicating further actions if prices rose abnormally sugarprices settled at around Rs. 3600 per qtl.

The international price of white sugar remained firm during the year and touched US$600 per MT in September 2016 due to global deficit. The prices have now fallen to aroundUS$ 480 per MT with start of crushing in Brazil and the realization that Indian Importsmay be limited.

With the improving sugar scenario the Uttar Pradesh Government increased the caneprice for Sugar Season 2016-17 and the concessions given in 2015-16 were withdrawn.Overall cane cost increased significantly.

General liquidity in the second half of 2016-17 was affected due to demonetisation ofhigh denomination currency by the Central Government which also affected the SugarIndustry by reducing the off-take of sugar at the retail level.

The Government has allowed the duty free import of 0.5 Million MT of raw sugar to meetthe expected deficit in specific deficit areas and indicated that this could be extendedto larger quantities if sugar prices were to rise abnormally.

Overall the sugar sector's situation is expected to be stable. Some importantGovernment Policy decisions such as on Import of sugar Cane pricing Excise Policy onAlcohol etc. will be key factors in the coming year.

On the operational front continued efforts were made to improve efficiency and reducecost. Identification and propagation of new varieties of cane improved productivityquality improvement & optimizing operations remain priority areas.

Chemicals

The profitability of the Chemicals Business remained under pressure due to subdueddemand and aggressive marketing policies of Chinese competitors including significantprice reduction in respect of some of major products.

To offset the adverse impact of the above to some extent the Company focused onoptimizing cost of production and continued its active R&D programme to optimizeprocesses. The Company also undertook investments to reduce environment load.

Contract Manufacturing operations remained robust during the year and regularproduction of one more product was stabilized.

Rayon

In spite of the global headwinds Shriram Rayons achieved highest ever export salesduring the year. The Unit was able to increase its market share with a broader customerbase and wider geographical distribution. Consistent with the objective of increasingvalue added products Unit exported substantially higher volume of treated fabric.

The Unit succeeded in increasing the production by debottlenecking the plant improvingcapacity utilization higher machine productivity and reduction in wastage.

Nylon Chafer Sales were maintained despite competition from imported tyres. NylonChafer exports commenced for the first time.

Consolidation of energy related projects resulted in bringing down energy cost of theUnit as well as the environmental load. The Unit's efforts in improving productivity andreduction in energy cost received appreciation and the Unit received awards for the samefrom various agencies.

The Effluent Treatment Plant up-gradation continues in the effort towards staying aheadof mandatory standards.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and the date of this Report affecting thefinancial position of the Company.

Subsidiary/ Associate Companies

The Company has a non-material wholly owned subsidiary Daurala Foods & BeveragesPvt. Ltd.(DFBL) which is not carrying on any operations presently. DCM Hyundai Limited(DHL) is an associate company. The required information with regard to the performance andfinancial position of the subsidiary and associate companies are annexed in Form AOC - Ias annexure to the Annual Financial Statements for the year ended 31.3.2017. There hasbeen no change in relationship of subsidiary/ associate companies during the year.

BOARD MEETINGS AND DIRECTORS

Meetings of the Board

During the year 2016-17 seven Board meetings were held. The dates of the meetingsattendance etc. are given in the Corporate Governance Report annexed hereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Actconfirming that they meet the criteria of independence as laid down under the saidSection.

Familiarization Programme for Independent Directors

The Independent Directors on the Board of the Company are well versed with theCompany's business model and the nature of industries in which it is operating.

The Directors are also kept updated with information on the Company the industry anddevelopments in different segments in which the Company operates at the Board meetingswhile reviewing the operations quarterly/annual financial results and considering thebudgets.

A familiarization programme for IDs laid down by the Board has been posted on theCompany's website https://www.dcmsr.com

Policy on Board Diversity

The Board of Directors in its meeting held on 30.5.2016 has approved a Policy on BoardDiversity devised by the Nomination & Remuneration Committee (NRC) as required underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A copy ofthe same has been posted on the Company's website https://www.dcmsr.com.

Directors Appointment and Remuneration

Appointment of directors on the Board of the Company is based on the recommendations ofthe NRC. NRC identifies and recommends to the Board persons for appointment on the Boardafter considering the necessary and desirable competencies. NRC takes into accountpositive attributes like integrity maturity judgement leadership position time andwillingness financial acumen management experience and knowledge in one or more fieldsof finance law management sales marketing administration research etc.

In case of Independent Directors (IDs) they should fulfill the criteria of independenceas per the Act and Regulation 25 of the SEBI (LODR) Regulations 2015 in addition to thegeneral criteria stated above. It is ensured that a person to be appointed as director hasnot suffered any disqualification under the Act or any other law to hold such an office.

The directors of the Company are paid remuneration as per the Remuneration Policy ofthe Company the gist of which is given under the heading 'Remuneration Policy' hereinbelow. The details of remuneration paid to the directors during the year 2016-17 are givenin Form MGT-9 annexed hereto and also in the Corporate Governance Report forming part ofthis Report.

Changes in Directors or KMP

There has been no change in the composition of the Board of Directors or Key ManagerialPersonnel during the year 2016-17.

Shri K.N. Rao Director & CEO (Rayons) whose term expired on 31.1.2017 has beenreappointed by the Board in its meeting held on 14.11.2016 in the same capacity to holdoffice till 31.10.2019 subject to the approval of the shareholders in the ensuing AGM.

Shri Madhav B. Shriram retires by rotation at the ensuing AGM and being eligibleoffers himself for reappointment as a Director liable to retire by rotation as per Section152 of the Companies Act 2013. Shri Madhav B. Shriram is presently Dy. Managing Director.A proposal for his re-appointment as a director liable to retire by rotation is beingplaced before the shareholders for approval at the ensuing AGM.

Annual Evaluation of Board and Directors

As required under the Act and the SEBI (LODR) Regulations 2015 evaluation of theperformance of the IDs Board as a whole Executive Directors the Chairman and theCommittees during the year 2016-17 was carried out by the Board of Directors based on thecriteria laid down by the NRC. A copy of the 'criteria' is annexed as Annexure 2hereto.

On an overall assessment the performance of the IDs individually and collectively wasfound noteworthy. It was noted that the IDs adhered to the code of independence as perSchedule IV of the Act and to the restrictions with regard to pecuniary relationship withthe Company. The Board of Directors evaluated the performance of the Board as a wholeincluding the Committees the Chairman and Executive Directors. It was noted that theperformances individually and collectively were constructive and met the test ofobjectivity in achieving the goals of the Company.

The IDs in a separate meeting reviewed and evaluated the performance of non-IndependentDirectors the Board as a whole the Board Committees and the performance of the Chairmanof the Company taking into account the views of Executive Directors based on the criterialaid down by the NRC.

The IDs also reviewed the quality quantity and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

Directors' Responsibility Statement

As required under Section 134(3)(c) of the Act your Directors state that:

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

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

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

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

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

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

Internal Financial Controls

A comprehensive and effective internal financial control system is followed by theCompany at all its establishments. This is further strengthened by an internal auditprocess under the overall supervision of the Audit Committee of the Board. The servicesfor the internal audit are outsourced. Qualified and experienced professionals are engagedto ensure effective and independent evaluation of inter alia the internal financialcontrols.

The Audit Committee lays down the schedule for internal audit. Internal audit reportsare placed before the Committee with management comments. Suggestions are implemented andreported to the Audit Committee.

Apart from the above an effective budgeting and monitoring system is also in place.Budgets are reviewed by Audit Committee and approved by the Board. The operating resultsare compared and monitored with the approved budgets periodically. An Executive Committeecomprising of senior management team meets every month reviews all aspects of operationsand chalks out remedial measures and strategies wherever necessary.

An effective communication/ reporting system operates between the Units Divisions andCorporate Office to keep various establishments abreast of regulatory changes and ensurecompliances.

Loans Guarantees and Investments

The Company has not given any loan covered u/s 186 of the Act during the year.

During the year the Company executed a guarantee in favour of IDBI Bank Ltd. withregard to crop loans from the Bank to the farmers who supply cane to the Company's UnitDaurala Sugar Works on recommendation of the Company for an overall limit of Rs.100 cr.The guarantee was valid for one year. Against this guarantee the Bank had disbursed loansamounting to around Rs.18 cr. These loans stand fully repaid and as such the guaranteestand discharged.

Related Party Transactions

The transactions entered with a related party during the year under review were onArm's Length basis and in the ordinary course of business. All related party transactionswere approved by the Audit Committee and the Board. The relevant information regardingrelated party transactions has been set out in Note No.38 of the Standalone FinancialStatements for the y.e. 31.3.2017. In view of this disclosure in Form AOC-2 is notrequired.

The Board has framed a policy on related party transactions and placed the same on theCompany's website https://www.dcmsr.com.

CSR Activities

Pursuant to Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 a report in the prescribed proforma is annexed - Annexure3. The Company has spent Rs.64.66 lakhs against the mandated amount of Rs.63.14lakhs on CSR activities during the year.

Risk Management

The Board of Directors in its meeting held on 30.01.2006 undertook a comprehensivereview of the risk assessment and minimization procedures/ policies followed by theCompany at its various operations. While taking note of the same the Board laid down thata half yearly status report of the risk assessment and steps taken to minimize the risksbe placed before the Board. Such a report in respect of all the operations of the Companyis regularly placed before the Board and suggestions if any are implemented.

In view of the diversified business there are no significant element of risk which inthe opinion of the Board may threaten the existence of the Company.

The Board of Directors while reviewing the existing risk assessment procedures laiddown a Risk Management Policy as required under Regulation 17 of SEBI (LODR) Regulations2015.

Public Deposits

Details relating to deposits covered under Chapter V of the Act.

(Rs./lakhs)
i) Accepted during the year : 252.15
ii) Remained unpaid or unclaimed as at the : end of the year Nil
iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved : } No
a) at the beginning of the year }
b) maximum during the year }
c) at the end of the year }
iv) The details of deposits which are not in compliance with the requirement of Chapter V of the Act. } Nil

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators Courts or Tribunals duringthe year impacting the going concern status and Company's operations in future.

Extract of the Annual Return

Extract of the Annual Return for the year 2016-17 in Form MGT-9 is annexed - Annexure4.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The required information as per Rule 8 (3) A B & C of Companies (Accounts) Rules2014 is annexed - Annexure 5.

REMUNERATION POLICY

The Board of Directors in its meeting held on 14.8.2014 had laid down a RemunerationPolicy as recommended by the NRC relating to remuneration of the Directors Key ManagerialPersonnel (KMP) Sr. Management Personnel (SMP) and other employees of the Company. TheRemuneration Policy is in accordance with Section 178 of the Act and the Rules made thereunder. The Remuneration Policy is posted on the Company's website https://www.dcmsr.com.The salient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms ofemployment should effectively help in attracting and retaining committed and competentpersonnel. The remuneration packages are designed keeping in view industry practices andcost of living.

ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for attendingBoard/ Committee meetings as fixed by the Board from time to time subject to statutoryprovisions. Presently sitting fee is Rs.50000 per Board meeting and Rs.25000 perCommittee meeting. In addition Non-executive Directors are to be paid commission onprofits of up to 1% of the net profit of the Company computed in the manner laid down u/s198 of the Companies Act 2013 in such amount and proportion as may be decided by theBoard of Directors.

Remuneration of Executive Directors (Whole-time Directors) including Managing Directoris fixed by the Board of Directors on the recommendation of the NRC subject to theapproval of the shareholders. The NRC while recommending the remuneration takes intoaccount pay and employment conditions in the industry merit and seniority of the personand paying capacity of the Company. The remuneration which comprises of salaryperquisites performance based reward/ profit based commission and retirement benefits asper Company Rules is subject to the limits laid down under the Companies Act 2013.

iii. KMP and SMP

Appointment and cessation of service of Key Managerial Personnel are subject to theapproval of the NRC and Board of Directors. Remuneration of KMP and Sr. ManagementPersonnel is approved by CMD on the recommendation of the concerned Executive Directorkeeping in view the Remuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by the Management as perthe guiding principle laid down in the Remuneration Policy and considering industrystandards and cost of living. In addition to salary they are also provided perquisitesand retirement benefits as per schemes of the Company and statutory requirements whereapplicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 pertaining to remuneration of Directors KMP andcomparisons are annexed - Annexure 6. It is affirmed that the remunerationis as per the Remuneration Policy of the Company.

Particulars of employees who have drawn remuneration of Rs.102 lakhs or more per annumduring the year 2016-17 are annexed - Annexure 7.

Audit Committee

The Audit Committee presently comprises of three IDs and one Executive Director. ShriP.R. Khanna is the Chairman and Shri S.B. Mathur Shri S.C. Kumar all IDs and Shri K.N.Rao Director & CEO (Rayons) are Members. There was no instance of the Board notaccepting the recommendation of the Audit Committee.

Vigil Mechanism

Pursuant to Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations 2015the Board of Directors on the recommendation of the Audit Committee adopted a VigilMechanism (Whistle Blower Policy). The Policy has been circulated among the employees andalso put on the website of the Company.

The Policy provides a channel to the employees to report to the management concernsabout unethical behavior actual or suspected fraud or violation of the code of conduct orpolicies. The mechanism provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases.

Share Capital

During the year the Company has not issued any share capital with differential votingrights sweat equity or ESOP nor provided any money to the employees or trusts forpurchase of its own shares.

The Company has not made any public offer of shares during the year.

Unclaimed Shares Suspense Account

The position with regard to the unclaimed equity shares transferred to the DematSuspense Account as required under SEBI (LODR) Regulations is as under:

No. of Folios No. of Shares
Outstanding shares in the suspense account as on 1st April 2016 6069 83879
No. of shareholders approached for transfer of shares from the Account and no. of shares released during the year 2016-17 13 316
Balance as on 31.3.2017 6056 83563

The voting rights on the above shares remain frozen till the shares are released to therightful owners.

Statutory Auditors

The Statutory Auditors of the Company are M/s A. F. Ferguson & Co. (RegistrationNo.112066W) Chartered Accountants 9 Scindia House K.G. Marg New Delhi - 110001 whohold office till the conclusion of the ensuing AGM. There was no change in the statutoryauditors during the year.

Pursuant to Section 139 of the Companies Act 2013 the Board of Directors haverecommended appointment of M/s. B S R & Co. LLP Chartered Accountants (FirmRegistration No.101248W/W100022) Gurugram as statutory auditors for holding office fromthe conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year2022 subject to the approval of the shareholders in the ensuing AGM in place of M/s.A.F. Ferguson & Co. As required under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. B S R & Co. thattheir appointment if made would be in conformity with the limits specified in the saidSection.

Cost Auditors

M/s Ramanath Iyer & Co. Cost Accountants (Regn No.13848) 808 Pearls BusinessPark Netaji Subhash Place Pitampura Delhi - 110034 who were appointed as Cost Auditorsof the Company for the year 2015-16 submitted the Cost Audit report due for filing on orbefore 27.9.2016 to the Central Government on 3.9.2016. They have been reappointed asCost Auditors for the year 2017-18. A resolution for ratification of their remunerationfor the year 2017-18 as required under the Companies Act 2013 forms part of the Noticeconvening the AGM.

Corporate Governance

Reports on Corporate Governance and Management Discussion & Analysis are annexed - Annexure8.

Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013" the Company constituted Internal Complaints Committees atall its workplaces. There has not been any instance of complaint reported in this regardto any of the Committees.

Acknowledgement

The Directors acknowledge the continued co-operation and support received from thebanks and various government agencies and all our business associates.

The Directors also place on record their appreciation of the contribution made byemployees at all levels.

For and on behalf of the Board
New Delhi
May 23 2017 CHAIRMAN

Annexure - 5

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134 (3)(m) of the Companies Act 2013 read withRule 8 (3) of the

Companies (Accounts) Rules 2014

A. CONSERVATION OF ENERGY

i) Steps taken and impact on conservation of energy :

- Phased replacement of flourescent tube lights and streetlights by "LEDlights".

- Replacement of inefficient pumps with efficient pumps for juice transfer atevaporator and installation of VFD.

- Installation of an automatic recycling batch type centrifugal machine in place ofthree semi automatic machines.

- Augmentation of capacity of bagasse drier.

- Replacement of reciprocating compressor with screw compressor.

- Replacement of reciprocating chiller with screw chiller.

- Installation of Capacitor Banks to improve Power Factor.

- Water consumption reduction/ recycling / re-use projects.

- Recycling of steam condensate for use as hot water & soft water.

- Mercury Vapour Lamp fittings and incandescent bulbs replaced by LED light fittings.

- Recycling of various streams through cooling tower thereby reducing total waterextraction.

- Use of high efficiency vertical pump instead of conventional pumps.

- Energy saving by process optimization.

ii) Steps taken by the Company for utilising alternate sources of energy :

- Company's Daurala Complex utilizes only clean conventional energy using agro fuelsand bio gas for co-genertion of stream & power and supplies the surplus green powergenerated to the grid.

- Company is producing and supplying almost 70% of its Alcohol production (in the formof Absolute Alcohol) to Oil Marketing Companies for admixing with / replacing petroleumbased-fuels.

- Utilization of agro waste as boiler fuel.

- Implemenation of 1 MW Solar Power Plant (BOOT basis) started.

iii) Capital investment on energy conservation equipments : Rs. 1.83 Cr.

B. TECHNOLOGY ABSORPTION :.

i) Efforts made towards technology absorption :

- Installation of B-vertical Crystalliser.

- Installation of High Speed Automatic Sugar Weighing & Bagging Machines.

- Installation of Fludised Bed Drier for sugar drying.

- Utilization of Ready Mix Concrete for making heavy foundations.

- Installation of Plate Heat Exchangers to reduce water consumption.

- Installation of cooling tower for water recycling.

- Installation of Mechanical Seal pumps Magnetic Strainer for Viscose filtration.

- Installation of Doff Card Printer for mono-rail weighing scale Temperature controlsystem for dipping batch preparation system Conductivity Alarm on Steam line IntrusionAlarm at Warper and Dipping Unit Centralized control panel in Control rooms.

- Replacement of lead with the engineering plastic (FRVE) for corrosive liquid service.

- Electronic weighing bridge connected with SAP.

- New Aeration System installed in Effluent Treatment Plant to improve performance.

- Regular production of new intermediate under contract manufacturing started.

ii) Benefits derived like product improvement cost reduction product development orimport substitution :

- Improved fermentation efficiency reduction in molasses loss improvement in qualityof products optimization of steam & power consumption reduction in carbon footprint lower costs and downtime reduction in consumption in water & coal reductionin liquid effluent a cleaner and safer environment lower waste generation at sourcesafe working increased boiler throughput and power factor improvement.

iii) Particulars of technologies imported during last three years - Nil

iv) Expenditure incurred on Research and Development : Rs. 1.89 cr.

C. FOREIGN EXCHANGE EARNINGS & OUTGO 2016-2017 :

- Total foreign exchange earned Rs. 385.41 cr. and used Rs. 154.92 cr.

Annexure - 6

Information as per Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

1. Ratio of the remuneration of each director to the median of the employees of theCompany for the financial year 2016-17 :

- Shri Tilak Dhar CMD - 242 : 1
- Shri Alok B. Shriram VC & DMD - 242 : 1
- Shri Madhav B. Shriram DMD - 242 : 1
- Shri K.N. Rao Director & CEO (Rayons) - 20 : 1
2. The percentage increase in remuneration of each Director CFO and Company Secretary in the financial year 2016-17:
- Shri Tilak Dhar CMD - 306.5%
- Shri Alok B. Shriram VC & DMD - 306.3%
- Shri Madhav B. Shriram DMD - 460.8%
- Shri K.N. Rao Director & CEO (Rayons) - 9.6%
- Shri N.K. Jain CFO - 9.0%
- Shri Y.D. Gupta Company Secretary - 7.5%
3. Percentage increase in the median remuneration of employees in the financial year - 4.3%

4. Number of permanent employees on the rolls of the Company: 2482

5. Average increase in remuneration of employees other than managerial personnel duringthe year 2016-17 was 8.1% whereas the average increase in remuneration of managerialpersonnel was 312.6%. Three of the managerial personnel are entitled to commission onprofits as may be decided by the Board within the limit laid down by the shareholdersapart from salary and perquisites. The Company's profits for the year was substantiallyhigher than the previous year and as such the increase in remuneration of the managerialpersonnel was also higher.