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Avadh Sugar & Energy Ltd.

BSE: 540649 Sector: Agri and agri inputs
NSE: AVADHSUGAR ISIN Code: INE349W01017
BSE 00:00 | 22 Oct 189.35 6.70
(3.67%)
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183.55

HIGH

190.45

LOW

182.90

NSE 00:00 | 22 Oct 189.00 6.10
(3.34%)
OPEN

182.00

HIGH

191.90

LOW

181.90

OPEN 183.55
PREVIOUS CLOSE 182.65
VOLUME 4623
52-Week high 364.15
52-Week low 88.50
P/E 5.24
Mkt Cap.(Rs cr) 379
Buy Price 187.00
Buy Qty 1.00
Sell Price 190.00
Sell Qty 306.00
OPEN 183.55
CLOSE 182.65
VOLUME 4623
52-Week high 364.15
52-Week low 88.50
P/E 5.24
Mkt Cap.(Rs cr) 379
Buy Price 187.00
Buy Qty 1.00
Sell Price 190.00
Sell Qty 306.00

Avadh Sugar & Energy Ltd. (AVADHSUGAR) - Auditors Report

Company auditors report

To the Members of

Avadh Sugar & Energy Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Avadh Sugar & Energy Limited ("theCompany") which comprise the Balance Sheet as at 31 March 2019 and the Statement ofProfit and Loss (including Other Comprehensive Income) Statement of Changes in Equity andStatement of Cash Flows for the year then ended and notes to the financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit (including othercomprehensive income) changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditors' Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Description of Key Audit Matter

Accounting for Government Grants

See note 3.14 40 and 44 to the financial statements

The key audit matter How the matter was addressed in our audit
The Company operates in the sugar industry and accordingly it has to comply with the requirements of various applicable directives notifications orders etc issued by the appropriate authorities from time to time ('the regulators'). The regulators have issued notifications for assistance to sugar mills inter alia export of sugar along with compliance of other conditions to be eligible to get certain government grants for offsetting the cost of cane crushed and to facilitate timely payment of farmers' dues for sugar season 2017-18 and 2018- 19. We determined this to be a matter of significance to our audit due to the quantum of the government grant compliance requirements of such notifications/schemes appropriateness of timing of recognition of grant income and also because these are subject to significant judgment of the management. We performed the following procedures among others: • Evaluated eligibility requirements of schemes issued by the regulators • Understood and tested the design and operating effectiveness of controls established by the management for recognition and assessment of the recoverability of the grant • Considered the relevant notifications to ascertain the basis for determination completion of performance obligation and assessing the appropriateness of the management estimates for accounting of government grant and timing of recognition • Tested the information used by the management to determine the recoverability of the claims by considering claim collection against historical trends. Based on the above procedures performed we concluded that income from government grant has been appropriately accounted for and recoverability thereof to be reasonable.

Inventory Valuation

See note 3.7 and 8 to the financial statements

The key audit matter How the matter was addressed in our audit
As per the accounting policy of the Company inventory of finished goods of sugar is valued at the lower of cost and net realisable value ('NRV'). Sugar industry being seasonal in nature the assessment of carrying value at each reporting date involves ascertainment of cost incurred till that reporting period for each sugar mill and estimation of corresponding NRV. We determined this to be a key audit matter given the significant judgment involved in the process due to different valuation parameters among sugar mills arising out of variability in seasonal factors e.g. number of sugarcane crushing days recovery of sugar from cane crushing and fluctuating selling price. We performed the following procedures among others • Considered the appropriateness of the Company's accounting policies relating to valuation of finished goods of sugar and assessing compliance with the applicable accounting standards • Tested the effectiveness of the Company's controls over calculation of cost of finished goods for each sugar mill and estimation of corresponding NRV • Based on data used by the Company to arrive at cost and NRV including minimum selling price and actual selling price during the year end we assessed the permanence of methods used relevance and reliability of data and the calculations applied. We also compared them with previously considered corresponding valuation to assess the quality of the management's NRV estimate Based on the above procedures performed we concluded that management's process for determination of NRV and comparing that with cost of inventory of finished sugar is reasonable and accordingly the valuation of finished inventory of sugar is appropriate.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit (including othercomprehensive income) changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditors' report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditors' report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditors'report. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

(A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including Other Comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 onits financial position in its financial statements - Refer Note 39 to the financialstatements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made in these financial statements since they do not pertain to the financialyear ended 31 March 2019.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

Place: Kolkata Date: 13th May 2019 For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Jayanta Mukhopadhyay

Partner

Membership No. 055757

Annexure - A to the Independent Auditor's Report (Referred to in our report of evendate)

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for the year ended 31 March 2019 we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. In accordance with this programme certainfixed assets were physically verified during the year and no material discrepancies werenoticed on such verification.

(c) According to information and explanations given to us and on the basis of ourexamination of the records of the Company title deeds of immovable properties amountingto Rs. 25355.20 lakhs included in Property Plant and Equipment which were transferredto the Company pursuant to the Scheme of arrangement (refer note 1 and 4 to the FinancialStatements) are not held in the name of the Company. As explained to us steps are beingtaken to complete the transfer of the name in the title deeds in the name of the Company.

(ii) The inventory except goods in transit have been physically verified by themanagement at reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable. For goods-in-transit subsequent receipt of goods have beenverified. The discrepancies noticed on verification between the physical stocks and thebook records were not material and have been adjusted in books of account.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of paragraph 3(iii) of the Order are not applicable tothe Company.

(iv) According to the information and explanations given to us the Company has notgranted any loans or provided any guarantee or security during the year that would attractprovisions of section 185 and 186 of the Act. The provisions of section 186 of the Act inrespect of investments made have been complied with by the Company.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of section 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly the provisions of paragraph 3(v) of theOrder are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company

amounts deducted/accrued in the books of account in respect of undisputed statutorydues including Provident Fund Income- tax Goods and Service tax cess and other materialstatutory dues have generally been regularly deposited during the year by the Company withthe appropriate authorities. As explained to us there were no dues payable in respect ofValue Added tax Sales tax Service tax duty of excise and duty of customs.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Income-tax Goods and Service tax cess and othermaterial statutory dues were in arrears as at 31 March 2019 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofSales tax duty of excise Entry tax and Value Added tax which have not been depositedwith the appropriate authorities on account of any dispute except the following:

Name of the Nature of the dues

Amount (Rs. in lakhs)

Amount paid

Period to which the amount relates

Forum where dispute is pending

Statute (Rs. in lakhs)*
U.P. Tax on Entry of Entry tax on sugar 6.73 3.23 2000-01 High Court Judicature at Allahabad Lucknow Bench
Goods Act 2007 Entry tax on sugar 1.26 - 2011-12 Additional Commissioner Grade-II (Appeals)
Sales Tax Act 1948 Discount on molasses 6.83 0.44 2006-07 Sales Tax Tribunal Lucknow
Central Sales Tax Act Taxability on alcohol sale 2.17 0.27 1977-78 High Court Judicature at Allahabad Lucknow Bench
1956 Taxability on alcohol sale and other goods 34.56 29.97 2012-13 and 2017-18 Appellate authority upto Commissioner's level
Disallowance of 38.09 19.54 1977-78 2001-02 to 2004-052007-08 High Court Allahabad and High Court Lucknow
Central Excise Act Cenvat Credit on certain inputs / capital items / input 78.67 29.64 1977-78 2005-06 to 2008-09 2010-11 to 2012-13 2014 -2016 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
1944 services and others 96.68 27.37 1994-952003-04 to 2007-08 Appellate authority upto Commissioner's level
Excise duty on waste and loss on storage of molasses etc. 15.27 - 1990-91 CESTAT Allahabad

* paid under protest

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings from financialinstitutions or banks. The Company did not have any outstanding loans or borrowings fromgovernment and there are no dues to debenture holders during the year.

(ix) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company did not raise any money by way ofinitial public offer or further public offer (including debt instruments) during the year.Term loans raised during the year was applied for the purpose for which it were obtained.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly the provisions of paragraph 3(xii) of theOrder are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act wherever applicable and the details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year. Accordingly the provisions of paragraph 3(xiv) ofthe Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly the provisions ofparagraph 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of paragraph 3(xvi) of the Order arenot applicable to the Company.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Jayanta Mukhopadhyay

Place: Kolkata Partner

Date: 13th May 2019 Membership No. 055757

Annexure - B to the Independent Auditor's Report

(Referred to in paragraph (f) under 'Report on Other Legal and Regulatory

Requirements' section of our report of even date)

Report on the Internal Financial Controls with reference to the aforesaid financialstatements under Clause (i) of Subsection 3 of Section 143 of the Companies Act 2013

Opinion

We have audited the internal financial controls with reference to financial statementsof Avadh Sugar & Energy Limited ("the Company") as of 31 March 2019 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2019 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (hereinafter referred to as"the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in

accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Place: Kolkata Date: 13th May 2019 For B S R & Co. LLP Chartered Accountants Firm's Registration No. 101248W/W-100022 Jayanta Mukhopadhyay Partner Membership No. 055757

Details as required in sub-regulation (3) of Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Secretarial Standard on General Meeting (SS-2) of the Institute ofCompany Secretaries of India ("ICSI") in respect of the Directors seekingappointment/re-appointment at the AGM forms integral part of the Notice of the AGM.Requisite declarations have been received from the Directors for seeking appointment/re-appointment.

6. Corporate members intending to send their authorised representative(s) to attend theMeeting are requested to send to the Company a certified true copy of the relevant BoardResolution together with the specimen signature(s) of the representative(s) authorisedunder the said Board Resolution to attend and vote on their behalf at the Meeting.

7. Members/Proxies/Authorised Representatives are requested to bring their attendanceslip along with their copy of the Annual Report to the Meeting.

8. In case of joint holders attending the Meeting only such joint holder who is higherin the order of names will be entitled to vote at the meeting

9. The Securities and Exchange Board of India (SEBI) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market. Members holdingshares in electronic form are therefore requested to submit the PAN to their respectiveDepository Participants with whom they are maintaining their demat accounts. Membersholding shares in physical form can submit their PAN details to the Company / Registrar& Share Transfer Agent.

10. In terms of circulars issued by Securities and Exchange Board of India (India) itis mandatory to furnish a copy of PAN Card to the Company or its Registrar & ShareTransfer Agent in the following cases viz Transfer of Shares Deletion of NameTransmission of Shares and Transposition of Shares.

11. Members are requested to notify the change in their addresses if any and the nameof the Bank(s) with account number(s) for inscribing it on the face of the dividendwarrant(s) to avoid the fraudulent encashment of the same to the Company/Registrar &Share Transfer Agent (RTA). Members holding shares in dematerialized form should send theabove information to their Depository Participants.

12. Members are also requested to notify their e-mail addresses to theCompany/Registrar & Share Transfer Agent so that all correspondences including AnnualReport Notices Circulars etc. can be sent to them electronically in view of Circular No17/95/2011 CL-V dated 21st April 2011 issued by Ministry of Corporate Affairs. Memberswilling to receive such correspondence physically free of cost should inform the Company.

13. In all correspondences with the Company/Registrar & Share Transfer Agent (RTA)the members are requested to quote their account/folio numbers and in case their sharesare held in dematerialized form they must quote their DP ID Number and their Client IDNumber.

14. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 securities of listed companies can only be transferred in dematerialised form witheffect from 1st April 2019. In view of the above members are advised to dematerialiseshares held by them in physical form.

15. In terms of provisions of Section 72 of the Companies Act 2013 nominationfacility is available to individual shareholders in respect of shares held by them inphysical form. The Nomination Form "SH. 13" as stipulated in Rule 19 ofCompanies (Share Capital and Debentures) Rules 2014 can be obtained for the purpose fromthe Company/Registrar & Share Transfer Agent (RTA).

16. The Audited Financial Statements for the year ended 31st March 2019 alongwith theAuditors' Report the Directors' Report and all other documents annexed or attached to theFinancial Statements and/or any statutory register/ documents referred to in the Notice /Statement are available for inspection by the Members at the Registered Office of theCompany on all working days (that is except Saturdays Sundays and Public Holidays)between 11.00 A.M. and 1.00 P.M. up to this AGM.

17. Members who wish to obtain information on the Company's Account for the financialyear ended 31st March 2019 may visit the Company's website www. birla-sugar.com or sendtheir queries at least 10 days in advance before the AGM to the Directors of the Company.

18. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act 2013 Rule 20 ofthe Companies (Management and Administration) Rules 2014 as amended by the Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of SEBI( LODR)Regulations 2015 the Company is pleased to provide members facility to exercise theirright to vote on resolutions proposed to be considered at the Annual General Meeting (AGM)by electronic means and the business may be transacted through e-Voting Services. Thefacility of casting the votes by the members using an electronic voting system from aplace other than venue of the AGM ("remote e-voting") will be provided byNational Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM andthe members attending the meeting who have not cast their vote by remote e-voting shall beable to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 29th August 2019 (9:00 am) and ends on 1stSeptember 2019 (5:00 pm). During this period members of the Company holding shareseither in physical form or in dematerialized form as on the cut-off date of 26th August2019 may cast their vote by remote e-voting. The remote e-voting module shall be disabledby NSDL for voting thereafter. Once the vote on a resolution is cast by the member themember shall not be allowed to change it subsequently.

V. The way to vote electronically on NSDL e-Voting system consists of "TwoSteps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched click on the icon"Login" which is available under 'Shareholders' section.

3. A new screen will open. You will have to enter your User ID your Password and aVerification Code as shown on the screen.

Alternatively if you are registered for NSDL eservices i.e. IDEAS you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDLeservices after using your log-in credentials click on e-Voting and you can proceed toStep 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is in300***12******.

b) For Members who holdshares in demat account with CDSL. 16 Digit Beneficiary ID

For example if your Beneficiary ID is 12************** then your user ID is

12**************

c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Your password details are given below:

a. If you are already registered for e-Voting then you can user your existing passwordto login and cast your vote.

b. If you are using NSDL e-Voting system for the first time you will need to retrievethe 'initial password' which was communicated to you. Once you retrieve your 'initialpassword' you need enter the 'initial password' and the system will force you to changeyour password.

c. How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company your'initial password' is communicated to you on your email ID. Trace the email sent to youfrom NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Openthe .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDLaccount last 8 digits of client ID for CDSL account or folio number for shares held inphysical form. The .pdf file contains your 'User ID' and your 'initial password'

(ii) If your email ID is not registered your 'initial password' is communicated to youon your postal address.

6. If you are unable to retrieve or have not received the " Initial password"or have forgotten your password:

a) Click on "Forgot User Details/Password?"(If you are holding shares in yourdemat account with NSDL or CDSL) option available on www.evoting . nsdl.com.

b) Physical User Reset Password?" (If you are holding shares in physical mode)option available on www.evoting.nsdl.com .

c) If you are still unable to get the password by aforesaid two options you can send arequest at evoting@nsdl.co.in mentioning your demat account number/folio number yourPANyour name and your registered address.

d) Members can also use the OTP (One Time Password) based login for casting the voteson the e-Voting system of NSDL.

7. After entering your password tick on Agree to "Terms and Conditions" byselecting on the check box.

8. Now you will have to click on "Login" button.

9. After you click on the "Login" button Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1 you will be able to see the Home page of e-Voting.Click on e-Voting. Then click on Active Voting Cycles.

2. After click on Active Voting Cycles you will be able to see all the companies"EVEN" in which you are holding shares and whose voting cycle is in activestatus.

3. Select "EVEN" of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissentverify/modify the number of shares for which you wish to cast your vote and click on"Submit" and also "Confirm" when prompted.

6. Upon confirmation the message "Vote cast successfully" will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the printoption on the confirmation page.

8. Once you confirm your vote on the resolution you will not be allowed to modify yourvote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals HUF NRI etc.) are requiredto send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letteretc. with attested specimen signature of the duly authorized signatory(ies) who areauthorized to vote to the Scrutinizer by e-mail to goenkamohan@gmail.com with a copymarked to evoting@nsdl.co.in

2. It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential. Login to the e-voting website will bedisabled upon five unsuccessful attempts to key in the correct password. In such an eventyou will need to go through the "Forgot User Details/Password?" or"Physical User Reset Password?" option available on www.evoting.nsdl.com toreset the password.

3. In case of any queries you may refer the Frequently Asked Questions (FAQs) forShareholders and e-voting user manual for Shareholders available at the download sectionof www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request atevoting@nsdl.co.in

VI. The voting rights of members shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date of 26th August 2019.

VII. Any person who acquires shares of the Company and become member of the Companyafter dispatch of the notice and holding shares as of the cut-off date i.e. 26th August2019 may obtain the login ID and password by sending a request at evoting@nsdl.co.in orkolkata@linkintime.co.in

VIII. A member may participate in the AGM even after exercising his right to votethrough remote e-voting but shall not be allowed to vote again at the AGM.

IX. A person whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories as on the cut-off date only shall beentitled to avail the facility of remote e-voting as well as voting at the AGM throughballot paper.

X. Mr Mohan Ram Goenka Practicing Company Secretary has been appointed for as theScrutinizer for providing facility to the members of the Company to scrutinize the votingand remote e-voting process in a fair and transparent manner.

XI. The Chairman shall at the AGM at the end of discussion on the resolutions onwhich voting is to be held allow voting with the assistance of scrutinizer by use ofBallot Paper for all those members who are present at the AGM but have not cast theirvotes by availing the remote e-voting facility.

XII. The Scrutinizer shall after the conclusion of voting at the general meeting willfirst count the votes cast at the meeting and thereafter unblock the votes cast throughremote e-voting in the presence of at least two witnesses not in the employment of theCompany and shall make not later than two days of the conclusion of the AGM aconsolidated scrutinizer's report of the total votes cast in favour or against if any tothe Chairman or a person authorized by him in writing who shall countersign the same anddeclare the result of the voting forthwith.

XIII. The Results declared along with the report of the Scrutinizer shall be placed onthe website of the Company www.birla-sugar.com and on the website of NSDL immediatelyafter the declaration of result by the Chairman or a person authorized by him in writing.The results shall also be immediately forwarded to BSE Limited National Stock Exchange ofIndia Limited and The Calcutta Stock Exchange Limited.

By Order of the Board Anand Sharma

Place : Kolkata Company Secretary

Dated :13th May 2019 FCS - 7305

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