You are here » Home » Companies » Company Overview » Bajaj Hindusthan Sugar Ltd

Bajaj Hindusthan Sugar Ltd.

BSE: 500032 Sector: Agri and agri inputs
NSE: BAJAJHIND ISIN Code: INE306A01021
BSE 00:00 | 08 Apr 3.27 0.15
(4.81%)
OPEN

3.27

HIGH

3.27

LOW

3.27

NSE 00:00 | 08 Apr 3.05 0.10
(3.39%)
OPEN

3.05

HIGH

3.05

LOW

3.05

OPEN 3.27
PREVIOUS CLOSE 3.12
VOLUME 456940
52-Week high 10.08
52-Week low 2.34
P/E 3.89
Mkt Cap.(Rs cr) 371
Buy Price 3.27
Buy Qty 100039.00
Sell Price 3.25
Sell Qty 1000.00
OPEN 3.27
CLOSE 3.12
VOLUME 456940
52-Week high 10.08
52-Week low 2.34
P/E 3.89
Mkt Cap.(Rs cr) 371
Buy Price 3.27
Buy Qty 100039.00
Sell Price 3.25
Sell Qty 1000.00

Bajaj Hindusthan Sugar Ltd. (BAJAJHIND) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Eighty Seventh annual report and theaudited financial statements for the year ended March 31 2019.

Financial highlights

The summarised financial results of the Company for the year ended March 31 2019 arepresented below:

Rs. Crore
Year ended March 31 2019 Year ended March 31 2018
Sales and other income 6967.43 6105.31
Profit/(Loss) before depreciation interest and tax 466.77 449.78
Depreciation and amortisation 211.33 196.91
Profit/(Loss) after depreciation but before interest and tax 255.44 252.87
Finance costs (Net) 321.78 680.17
Profit/(Loss) before tax (66.34) (427.30)
Provision for taxation (Net) (2.26) (4.11)
Profit/(Loss) after tax (64.08) (423.19)
Opening balance b/f (1033.92) (610.41)
Disposable surplus after adjustments (1098.00) (1033.60)
Transfer to reserve for molasses storage tank 1.18 0.32
Balance carried to balance sheet (1099.18) (1033.92)

On a standalone basis the Company achieved a turnover (including other income) ofRs.6967.43 crore for the year ended March 31 2019 as compared to Rs.6105.31 crore inthe previous year. The Loss after tax is Rs.64.08 crore as compared to the loss ofRs.423.19 crore in the previous year. On a consolidated basis the turnover includingother income is Rs.6902.28 crore as compared to Rs.6043.69 crore in the previous year.The loss after tax and minority interest is Rs.136.57 crore as against loss of Rs.499.64crore in the previous year.

Dividend

In view of loss during the year under review your Directors do not recommend anydividend for the current Financial Year. (Previous year - Nil)

Dividend distribution policy

The Board of Directors at its meeting held on February 13 2017 approved the DividendDistribution Policy containing the requirements mentioned in regulations 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy is annexed as "Annexure I" and forms part of thisReport.

Operations

The Company continues to be the leading sugar and ethanol manufacturing Company inIndia with its fourteen sugar plants having an aggregate sugarcane crushing capacity of136000 TCD six distilleries having aggregate capacity to produce Industrial Alcohol of800 kilolitres per day and fourteen co-generation plants having a total power generationcapacity of 449 MW.

During the year the operations at all the sugar distillery and co-generation plantswere satisfactory.

Sugar

During the year ended March 31 2019 the Company crushed 16.761 MMT of sugarcane asagainst 14.765 MMT in the previous year. The average recovery of sugar from sugarcane ishigher due to conducive weather condition and high yield cane varieties. This year sugarrecovery was 11.40% as against 10.62% in the previous year. During the year the Companyproduced 1910112 MT sugar (previous year 1560093 MT) and 775934 MT molasses(previous year 690184 MT).

The Company sold 1953160 MT of sugar and 328600 MT of molasses during the year asagainst 1462198 MT of sugar and 121136 MT of molasses during the previous year.

Distillery

The Industrial Alcohol / Ethanol production was 107724 KL as against 113165 KL inthe previous year. Alcohol / Ethanol sale during the year was at 124841 KL as against117323 KL during the previous year.

Power

The operations of power generation were smooth at all the fourteen plants. While mostof the power generated by us continued to be used for captive consumption to run ourplants the surplus power was sold to the Uttar Pradesh state grid. During the year Powergeneration was at 949.4 Million Units (MUs) as against 852.2 MUs in the previous year. TheCompany exported 338.9 MUs of power as against 316.5 MUs during the previous year.

Sale of shares

As per the Master Restructuring Agreement dated December 30 2014 and the MasterFramework Agreement dated December 16 2017 executed with the lenders to implement thedebt restructuring scheme the Company is under obligation to divest its non-core assets.Accordingly it was proposed to sell the entire 15439900 Equity Shares of Rs.10/- eachconstituting 17.51% of the paid-up capital of Lalitpur Power Generation Company Limited("LPGCL") held by the Company. The shareholders at an Extra ordinary generalmeeting held on August 04 2018 approved the sale of LPGCL shares held by the Company toBajaj Energy Limited (BEL) a group company. Bajaj Energy Ltd. is proposing an IPO ofRs.5450 crore DRHP for which was filed with SEBI on April 5 2019. A part of thefunds to be received by BEL under the proposed IPO shall be utilised to facilitateproviding funds to BHSL. The sale of shares will be concluded after completion of IPO ofBEL.

Listing of securities

The Company's equity shares are listed on the BSE Limited and National Stock Exchangeof India Limited. The Annual Listing fees to each of these Stock Exchanges have been paidby the Company.

Subsidiary and Associate Companies

As on March 31 2019 the Company had the following Subsidiaries and Associates all ofthem are presently unlisted: Subsidiaries:

1. Bajaj Aviation Private Limited (BAPL) – (Holding 100%).

2. Bajaj Power Generation Private Limited (BPGPL) – (Holding 100%).

3. Bajaj Hindusthan (Singapore) Private Limited (BHSPL) – (Holding 100%).

4. PT. Batu Bumi Persada Indonesia – (step down subsidiary being 99.00%subsidiary of BHSPL).

5. PT. Jangkar Prima Indonesia – (step down subsidiary being 99.88% subsidiary ofBHSPL).

Associate:

1 Bajaj Ebiz Private Limited – (Holding 49.50%).

Performance and financial positions of subsidiaries and associates

a) Bajaj Aviation Private Limited: BAPL continued to provide Air Transport Servicesthrough Air Craft – Falcon LX 2000. In addition to this the Company also leased outits Helicopter – Bell 407 to another Company providing Air Transportation Services.

b) Bajaj Power Generation Private Limited: No substantial progress could be made asregards proposed 1980 MW (3x 660 MW) power project to be set up by the Company through itswholly-owned subsidiary Bajaj Power Generation Private Limited (BPGPL) primarily due tonon-execution of water use agreement. While the Company continued its all-out efforts toseek confirmation from Uttar Pradesh Power Corporation Limited (UPPCL) to facilitatesupply of water in absence thereof it could not obtain coal linkage from Standing LinkageCommittee. On the other hand the Company received a termination notice from UPPCL toterminate Power Purchase Agreement (PPA). The Notice was duly contested by the Companyleading to litigation in this regard. Consequently pursuant to an Order passed by UttarPradesh Electricity Regulatory Commission the PPA stands terminated.

In view of the progress already made during the earlier years BPGPL is exploringvarious alternatives and taking necessary steps for setting up the project.

c) Bajaj Hindusthan (Singapore) Private Limited: BHSPL through its two subsidiaries inIndonesia continued to hold coal mines in Indonesia which are in the process of beingdeveloped.

d) PT. Jangkar Prima (PTJP) Indonesia and PT. Batu Bumi Persada (PTBBP) Indonesia:PTJP and PTBBP are engaged in the business of Mining and Mining services includingconsulting planning implementation and testing of equipment in the field of constructionof mining. These subsidiaries are in the process of development of a coal mine andreceived various clearances in this regard except for the forestry clearance and theclearance for the jetty site for which necessary efforts to expedite the matter withconcerned authorities are being made. Operation of coal mine is expected to start in thenext one year.

e) Bajaj Ebiz Private Limited: Bajaj Ebiz did not carry out any business during theyear.

Pursuant to the provisions of Section 129 of the Companies Act 2013 and Rule 5 of theCompanies (Accounts) Rules 2014 statement containing the salient features of thefinancial statements of its subsidiaries/associate companies in the manner prescribedunder the Companies Act 2013 is given as Annexure to the Consolidated FinancialStatements.

Consolidated financial statements

In compliance with Section 129(3) of the Companies Act 2013 and Rules made thereunderIndian Accounting Standard (Ind AS) 110 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Consolidated Financial Statements form part of thisAnnual Report. Consolidated Financial Statements presented by your Company includefinancial information about its aforesaid subsidiaries and associates. The standalonefinancial statements of BHSL as well as its aforesaid subsidiaries and its associates willbe available on the website of the Company (www.bajajhindusthan.com).

Directors and Key Managerial Personnel

Retirement by rotation

Ashok Kumar Gupta (DIN: 02608184) Director (Group Operations) of the Company willretire by rotation and being eligible offers himself for reappointment.

Appointment of Mr. Ashok Kumar Gupta is in compliance with the provisions of Section164(2) of the Companies Act 2013.

Cessation of Director

Mr. Rajeeva (DIN: 08128796) Nominee director ceased to be a director of the Companywith effect from April 22 2019 pursuant to withdrawal of nomination by Punjab NationalBank. The Board placed on record its appreciation for the valuable services rendered byMr. Rajeeva.

Appointment of Directors and Key managerial personnel

The shareholders through postal ballot (result declared on March 26 2019) approvedRe-appointment of Mr. M. L. Apte (DIN: 00003656) Mr. D. K. Shukla (DIN: 00025409) and Mr.Alok Krishna Agarwal (DIN: 00127273) as Independent Directors of the Company as perSection 149 of the Companies Act 2013 for a second term of 5 (five) consecutive yearswith effect from April 01 2019 to March 31 2024. Independent Directors have beenre-appointed for a period of five years and shall not be liable to retire by rotation. Theprofile of the Independent Directors forms part of the Corporate Governance Report.

During the year Mr. Ved Prakash Agrawal ceased as Chief Financial Officer (CFO) of theCompany with effect from August 09 2018 due to retirement from the services of theCompany. The Board placed on record its sincere appreciation of the valuable servicesrendered by Mr. Ved Prakash Agrawal during his tenure as CFO of the Company.

Mr. Alok Kumar Vaish aged 51 years was appointed as the Chief Financial Officer of theCompany with effect from August 10 2018. Mr. Vaish is working with the Company sinceMarch 26 2004 and is a Chartered Accountant since 1991. Mr. Vaish has over 25 years ofprofessional experience in the field of Finance & Accounts. Prior to joining us Mr.Vaish had worked with A.M. Securities Ltd. Shree Janki Solvent Extraction Ltd. and OswalChemicals & Fertilizers Ltd.

Board evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

Induction and training of Board members

The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.

Independent directors' declaration

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Directors' responsibility statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: (i) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (ii) the directors had selected suchaccounting policies and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of loss of the Company for that year;(iii) 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;(iv) the directors had prepared the annual accounts on a going concern basis; (v) thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and (vi) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Auditors and auditors' report

Auditors and their report

Chaturvedi & Shah LLP (formerly M/s. Chaturvedi & Shah Chartered Accountants)Firm Registration No.101720W/ W100355 were appointed as Auditors of the Company for fiveconsecutive years at the conclusion of the 83rd Annual General Meeting till conclusion ofthe 88th Annual General Meeting.

The auditors in their report to the members have given qualification observationemphasis of matter and key audit matters and the explanation/comments of your directorswith respect to it are as follows:

1. Explanation to Sr. no. 2 of the Audit report regarding Qualified opinion

As per the Master Framework Agreement (MFA) executed between the Company and Lenders onDecember 16 2017 pursuant to the S4A Scheme the Company is regularly servicing thecoupon rate attached to the Optionally Convertible Debentures (OCDs). The differencebetween weighted average interest and coupon rate being Yield to Maturity (YTM) thoughaccruing on annual basis from the date of allotment is payable as redemption premium in aphased manner in 13 equal instalments commencing from the Financial Year 2024-25. Themanagement is of the view that such YTM as redemption premium is payable only in the eventof redemption of OCDs and not upon the conversion of the OCDs into the equity shares ofthe Company based on the right of conversion as may be exercised by the holders from timeto time. Accordingly the Management considers such YTM as a contingent liability and hasnot provided the premium in the books of the Company.

2. Explanation to Sr. no. 3 of the Audit report regarding Material Uncertaintyrelated to Going Concern

Management expects to generate positive cash flow from operation this year based onimprovement in sugar recovery percentage and also expects further improvement in theoperational efficiencies in other parameters based on various corrective measures taken bythe Company including the restructuring of debts as stated in the said note and theCompany expects to receive benefits under the Sugar Promotion Policy 2004 pursuant to afavourable Order of Hon'ble Supreme Court of India. The Company also has taken steps forsale of non-core assets by way of sale of investments in Lalitpur Power Generation CompanyLimited. After receipt of the sale proceeds the loans of the Company and interest burdenwill be reduced substantially. Accordingly the Management is of the view that goingconcern of the accounting is appropriate.

3. Comments to Sr. no. 4 of the Audit report regarding Emphasis of Matter

As per the debt restructuring schemes obligation was casted on the Company andpromoters to recover the outstanding loans in phased manner. The Company also has takensteps for sale of non-core assets by way of sale of investments in Lalitpur PowerGeneration Company Limited.

4. Comments to Sr. nos. 6 and 7 of the Audit report regarding Impairmentassessment for Investments loans and interest on loan related party companies

Please refer the comments on Sr. 3 above regarding recovery of outstanding loans andsale of investment and accordingly no impairment have been identified by the managementbased on above assessment.

Statement on Impact of Audit Qualifications for Audit Report with Modified Opinion

Pursuant to Regulation 34(2)(a) statements on Impact of Audit Qualifications asstipulated in Regulation 33(3)(d) for Modified Opinions on standalone and consolidatedfinancial statements are attached as "Annexure X and XI" and forms part of thisreport.

Cost auditors and their report

Pursuant to Section 148 of the Companies Act 2013 the Board of Directors on therecommendation of the Audit Committee appointed M/s. B.J.D. Nanabhoy & Co. CostAccountants Mumbai (Firm Registration No. 000011) as the Cost Auditors of the Company forfinancial year 2019-20 and has recommended their remuneration to the shareholders forratification at the ensuing Annual General Meeting. The Cost Audit Reports for thefinancial year ended March 31 2018 for the products Sugar Industrial Alcohol andElectricity was filed with the Ministry of Corporate Affairs on October 10 2018.

Secretarial auditor's reports

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Regulation 24A of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 M/s. Anant B Khamankar & Co. Company Secretaries were appointed as SecretarialAuditor of the Company. The Secretarial Audit Report and Annual Secretarial ComplianceReport are annexed as "Annexure II and Annexure III" and forms part of thisreport. The report does not contain any qualification reservation or adverse remark ordisclaimer.

Public deposits

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014. Deposits unclaimed at the end of the year was Nil.

Particulars of loans guarantees or investments

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in "Annexure IV" and forms part of thisreport.

Audit committee

The Company constituted Audit Committee as required under Section 177 of the CompaniesAct 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. Composition of Audit Committee is given inCorporate Governance Report. There is no such instance during the year under review wherethe Board had not accepted any recommendation of Audit of the Audit Committee.

Related-party transactions

The details of transactions entered into with the Related Parties are enclosed in FormNo. AOC 2 is annexed herewith as "Annexure V" and forms part of this report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to Company's policies the safeguardingof its assets the prevention and detection of fraud and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. The Company has in place adequate internal financial controls with referenceto financial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedas "Annexure VI" and forms part of this report.

Corporate Social Responsibility

As required under Section 135 of the Companies Act 2013 the Company has constituted aCorporate Social Responsibility (CSR) Committee. As per recommendation of the CSRCommittee the Board has adopted a policy and standard operating procedures to undertakeprojects programmes and activities relating to CSR. Report on CSR Activities/Initiativesis annexed as "Annexure VII" and forms part of this report.

Policies

Policy for determining material subsidiary

During the year ended March 31 2019 the Company does not have any materiallisted/unlisted subsidiary companies as defined in Regulation 16 (c) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The Company has framed a policy for determining "material subsidiary" andthe same is available on the Company's website atwww.bajajhindusthan.com/investorcorner-policies.php

Policy on remuneration and other aspects of directors and KMP

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of director and appointment ofDirectors Key Managerial Personnel and Senior Management and their remuneration. Thedetailed remuneration policy is placed on the Company's website atwww.bajajhindusthan.com/investorcorner-policies.php

Vigil mechanism/Whistle blower policy

The Company has formulated a Vigil Mechanism/Whistle Blower Policy in accordance withSection 177(9) of the Companies Act 2013 and Regulation 22 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails of the Vigil Mechanism/Whistle Blower Policy are provided in the CorporateGovernance Report and also posted on the website of the Company atwww.bajajhindusthan.com/investorcorner-policies.php

Risk management

The Company has a Risk Management Policy to identify evaluate business risks andopportunities. This framework seeks to create transparency minimise adverse impact on thebusiness objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk's models whichhelp in identifying risk's trend exposure and potential impact analysis at a Companylevel as also separately for business. The detailed remuneration policy is placed on theCompany's website at www.bajajhindusthan.com/investorcorner-policies.php The Board ofDirectors had constituted Risk Management Committee to identify elements of risk indifferent areas of operations and to develop policy for actions associated to mitigate therisks.

Related-party transaction policy

Policy on dealing with Related-Party Transactions as approved by the Board is uploadedon the Company's website at www.bajajhindusthan.com/investorcorner-policies.php

Corporate Social Responsibility (CSR) policy

Contents of Corporate Social Responsibility Policy in the Board's report are given inthe Report on CSR Activities in "Annexure VII" and on the Company's website atwww.bajajhindusthan.com/investorcorner-policies.php

Anti-sexual harassment policy

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.

The following is the summary of sexual harassment complaints received and disposed ofduring the current financial year. Number of Complaints received: Nil Number of Complaintsdisposed of: Nil

Compliance with secretarial standards

The Company has complied with the secretarial standards issued by the Institute ofCompany Secretaries of India on Board Meetings and Annual General Meetings.

Significant and material orders passed by the regulators or courts or tribunals

There have been no significant and material orders passed by the courts or regulatorsor tribunals impacting the going concern status and Company's operations. Howevermember's attention is drawn to the statements on contingent liabilities and commitments inthe notes forming part of the financial statements.

Particulars of employees and related disclosures

As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company are set out in "Annexure VIII" and formspart of this report.

Transfer of unclaimed dividend and unclaimed shares to investor education andprotection fund

The details of Unclaimed Dividend and Unclaimed Shares forms part of the CorporateGovernance Report.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The relevant particulars regarding the above are given in "Annexure IX" andforms part of this report.

Corporate governance

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the Listing Regulations. A separate section on corporategovernance practices followed by the Company together with a certificate from theAuditors confirming compliance is annexed and forms part of this Report.

Management Discussion and Analysis and Business Responsibility Report

As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 Management Discussion and Analysis Reportand Business Responsibility Report are prescribed in separate Sections forming part ofthis Annual Report.

Acknowledgements

Industrial relations have been cordial at all the plants of the Company. The Directorsexpress their appreciation for the sincere co-operation and assistance of Central andState Government authorities bankers customers and suppliers and business associates.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by your Company's employees. Your Directors acknowledge with gratitudethe encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors
Kushagra Bajaj
Chairman & Managing Director
(DIN: 00017575)
Mumbai
May 22 2019

ANNEXURE I

DIVIDEND DISTRIBUTION POLICY

1. Introduction

In accordance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of the Company has adopted thisPolicy.

The intent of the Policy is to broadly specify the external and internal factorsincluding financial parameters that shall be considered while declaring dividend and thecircumstances under which the shareholders of the Company may or may not expect dividendand how the retained earnings shall be utilised etc.

The Policy shall not apply to:

• Determination and declaration of dividend on preference shares as and whenissued by the Company as the same will be as per the terms of issue approved by theshareholders

• Issue of bonus shares by the Company

• Buyback of securities

The Policy is not an alternative to the decision of the Board for recommendingdividend which is made every year after taking into consideration all the relevantcircumstances enumerated hereunder or other factors as may be decided as relevant by theBoard.

2. Definitions

(i) "Act" shall mean the Companies Act 2013 and rules madethereunder as amended from time to time.

(ii) "Board" shall mean board of directors of the Company.

(iii) "Company" shall mean Bajaj Hindusthan Sugar Limited.

(iv) "Dividend" includes any interim dividend.

(v) "Listing Regulations" shall mean the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time.

(vi) "Policy" shall mean this dividend distribution policy.

(vii) "Stock Exchange" shall mean a recognised Stock Exchange on whichthe securities of the Company are listed.

3. Policy

A. Parameters and Factors for Declaration of Dividend

The dividend pay-out decision of the Board depends upon certain financial parametersand internal and external factors including:

Financial parameters and Internal Factors:

(i) Operating cash flow of the Company

(ii) Profit earned during the year

(iii) Profit available for distribution

(iv) Earnings Per Share (EPS)

(v) Working capital requirements

(vi) Capital expenditure requirement

(vii) Business expansion and growth

(viii) Likelihood of crystallisation of contingent liabilities if any

(ix) Additional investment in subsidiaries and associates of the Company

(x) Upgradation of technology and physical infrastructure

(xi) Creation of contingency fund

(xii) Cost of borrowing

(xiii) Past dividend payout ratio / trends

External Factors:

(i) Economic environment

(ii) Capital markets

(iii) Global conditions

(iv) Statutory provisions and guidelines

B. Circumstances under which the shareholders of the Company may or may not expectDividend

The decision regarding dividend payout is a crucial decision as it determines theamount of profit to be distributed among shareholders of the Company and the amount ofprofit to be retained in business. The decision seeks to balance the dual objectives ofappropriately rewarding shareholders through dividends and retaining profits in order tomaintain a healthy capital adequacy ratio to support future growth. The shareholders ofthe Company may not expect dividend in the following circumstances subject to discretionof the Board of Directors: (i) Proposed expansion plans requiring higher capitalallocation (ii) Decision to undertake any acquisitions amalgamation merger jointventures etc. which requires significant capital outflow (iii) Requirement of higherworking capital for the purpose of business of the Company (iv) Proposal for buy-back ofsecurities (v) In the event of loss or inadequacy of profit

C. Utilisation of the retained earnings

The Board may retain its earnings in order to make better use of the available fundsand increase the value of the stakeholders in the long run. The decision of utilisation ofthe retained earnings of the Company shall be based on the following factors:

• Expansion and modernisation plan

• Long-term strategic plans

• Replacement of capital assets

• Where the cost of debt is expensive

• Such other criteria as the Board may deem fit from time to time

D. Manner of Dividend payout In case of final dividend:

(i) Recommendation if any shall be done by the Board usually in the Board meetingthat considers and approves the annual financial statements subject to approval of theshareholders of the Company.

(ii) The dividend as recommended by the Board shall be approved/declared at the AnnualGeneral Meeting of the Company.

(iii) The payment of dividends shall be made within the statutorily prescribed periodfrom the date of declaration to those shareholders who are entitled to receive thedividend on the record date/book closure period as per the applicable law.

In case of interim dividend:

(i) Interim dividend if any shall be declared by the Board.

(ii) Before declaring interim dividend the Board shall consider the financial positionof the Company that allows the payment of such dividend.

(iii) The payment of dividends shall be made within the statutorily prescribed periodfrom the date of declaration to the shareholders entitled to receive the dividend on therecord date as per the applicable laws.

(iv) In case no final dividend is declared interim dividend paid during the year ifany will be regarded as final dividend in the Annual General Meeting.

4. Parameters adopted in relation to various classes of shares

The Company has issued only one class of equity shares with equal voting rights.Accordingly all members are entitled to receive the same amount of dividend per equityshare. The Policy shall be suitably modified upon the issue of equity shares of adifferent class.

5. Policy Review and Amendments

The Board reserves the power to review and amend this Policy from time to time. Allprovisions of this Policy would be subject to revision or amendment in accordance withapplicable law as may be issued by relevant statutory regulatory or governmentalauthorities from time to time. In case of any amendment(s) clarification(s)circular(s) etc. issued by the relevant authorities are not consistent with theprovisions laid down under this Policy then such amendment(s) clarification(s)circular(s) etc. shall prevail upon the provisions hereunder.

ANNEXURE IV

The particulars of loans given investments made guarantee given or security providedunder Section 186 (4) of the Companies Act 2013 are provided below:

Sr. No. Particulars - whether loan investment guarantee or security Name of recipient and other details Amount (Rs. Crore) Key terms & conditions Purpose for which the loan or guarantee or security is proposed to be utilised by the recipient (to be provided only for loan or guarantee or security)
1 Investments made Bajaj Hindusthan (Singapore) Private Ltd. - Equity Shares 92.32 N.A. N.A.
2 Investments made Bajaj Aviation Private Ltd. - Equity Shares 5.00 N.A. N.A.
3 Investments made Bajaj Power Generation Private Ltd. - Equity Shares 0.02 N.A. N.A.
4 Investments made Lalitpur Power Generation Company Ltd. - Equity Shares 770.13 N.A. N.A.
5 Investments made Bajaj Ebiz Private Ltd. - Equity Shares 1.15 N.A. N.A.
6 Investments made Esugar India Limited 0.01 N.A. N.A.
7 Investments made Phenil Sugars Ltd. - 6% Redeemable Non Cumulative Non Convertible Preference Shares 350.04 N.A. N.A.
8 Investments made Phenil Sugars Ltd. - Zero Coupon Optionally Convertible Debentures 370.48 N.A. N.A.
9 Investments made Interest in BHL Securities Trust which holds equity shares of the Company pursuant to the Scheme of Amalgamation of the Company with its erstwhile subsidiary Bajaj Hindusthan Sugar & Industries Ltd. 693.72 N.A. N.A.
10 Loans given Bajaj Aviation Private Ltd. 24.40 Interest @ 12% p.a. unsecured repayable on demand For business purposes - to meet operational expenses
11 Loans given Bajaj Hindusthan (Singapore) Private Ltd. 11.92 Interest @ 0% unsecured repayable on demand For business purposes - general corporate purposes
12 Loans given Bajaj Power Generation Private Ltd. 870.60 Interest @ 12% p.a. unsecured repayable on demand For business purposes - general corporate purposes
13 Loans given Ojas Industries Private Ltd. 318.47 Interest @ 12% p.a. unsecured repayable on demand For business purposes - general corporate purposes
14 Securities given Lalitpur Power Generation Company Ltd. 661.25 Pledge of shares As collateral security with the trustees of consortium of lenders facilities obtained by LPGCL

ANNEXURE V

Form AOC 2

Disclosure of particulars of contracts/arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's-length transactions under third proviso thereto.

A. Details of contracts or arrangements or transactions not at arm's-length basis: NIL

(a) Name(s) of the related party and nature of relationship N.A.
(b) Nature of contracts/arrangements/transactions N.A.
(c) Duration of the contracts/arrangements/transactions N.A.
(d) Salient terms of the contracts or arrangements or transactions including the value if any N.A.
(e) Justification for entering into such contracts or arrangements or transactions N.A.
(f) Date(s) of approval by the Board N.A.
(g) Amount paid as advances if any N.A.
(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 N.A.

B. Details of material contracts or arrangement or transactions at arm's-length basis:

1. (a) Name(s) of the related party and nature of relationship Shishir Bajaj Family Trust – Body corporate whose Board of Trustees is accustomed to act in accordance with the advice directions or instructions of a Director
(b) Nature of contracts/arrangements/transactions Rent paid
(c) Duration of the contracts/arrangements/ transactions Leave & Licence agreement for office record room and parking for a period of 5 years w.e.f. February 15 2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.9.65 Crore
(e) Date(s) of approval by the Board if any 12.02.2019
(f) Amount paid as advances if any -
2. (a) Name(s) of the related party and nature of relationship Bajaj Aviation Pvt. Ltd. - Subsidiary
(b) Nature of contracts/arrangements/transactions Lease rent received
(c) Duration of the contracts/arrangements/ transactions Aircraft booking agreement
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.7.56 Crore
(e) Date(s) of approval by the Board if any 12.04.2013
(f) Amount paid as advances if any -
3. (a) Name(s) of the related party and nature of relationship Mr. Pradeep Parakh – Key Managerial Personnel
(b) Nature of contracts/arrangements/transactions Remuneration
(c) Duration of contracts/arrangements/ transactions 01.04.2018 to 31.03.2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.2.62 Crore
(e) Date(s) of approval by the Board if any 16.05.2014
(f) Amount paid as advances if any -
4. (a) Name(s) of the related party and nature of relationship Mr. Ved Prakash Agrawal – Key Managerial Personnel
(b) Nature of contracts/arrangements/transactions Remuneration
(c) Duration of the contracts/arrangements/ transactions 01.04.2018 to 30.09.2018
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.0.21 Crore
(e) Date(s) of approval by the Board if any 18.10.2014
(f) Amount paid as advances if any -
5. (a) Name(s) of the related party and nature of relationship Mr. Alok Kumar Vaish – Key Managerial Personnel
(b) Nature of contracts/arrangements/transactions Remuneration
(c) Duration of the contracts/arrangements/ Transactions 10.09.2018 to 31.03.2019
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.0.41 Crore
(e) Date(s) of approval by the Board if any 27.09.2018
(f) Amount paid as advances if any -

 

For and on behalf of the Board of Directors
Kushagra Bajaj
Chairman & Managing Director
(DIN: 00017575)
Mumbai
May 22 2019

ANNEXURE VIII

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year and the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year

Sr. No. Name of the Directors/KMP Designation Remuneration of Directors/KMP for the year 2018-2019 % Increase in Remuneration in the year 2018- 2019 Ratio of Remuneration of each Director to median remuneration of employee
(Amount in Rs.)
1 Mr. Kushagra Bajaj Chairman and Managing Director 18466945 0.26% 68.49
2 Mr. Ashok Kumar Gupta Director (Group Operations) 11129756 11.43% 41.28
3 Mr. M. L. Apte Director 250000 * 0.93
4 Mr. D. K. Shukla Director 430000 6.98% 1.59
5 Mr. Alok Krishna Agarwal Director 400000 17.50% 1.48
6 Mr. Vipulkumar S Modi Director 320000 * 1.19
7 Ms. Shalu Bhandari Director 370000 * 1.37
8 Mr. Ashok Mukand Nominee Director 240000 * 0.89
9 Mr. Rajeeva Nominee Director 0 Not Applicable Not Applicable
10 Mr. Ved Prakash Agrawal Chief Financial Officer (up to 09.08.2018) 2122362 Not Applicable Not Applicable
11 Mr. Alok Kumar Vaish Chief Financial Officer (w.e.f. 10.08.2018) 4088393 ** Not Applicable
12 Mr. Pradeep Parakh Group President (GRC) & Company Secretary 26159202 7.01% Not Applicable

* Sitting fees paid to Non-executive Directors during the year was less than thesitting fees paid in the last financial year.

** Appointed as Chief Financial Officer w.e.f. September 10 2018

2. The median remuneration of employees of the Company during the year wasRs.269216.

3. The increase in the median remuneration of employees in the financial yearwas 25.39%.

4. There were 7291 permanent employees on the rolls of the Company as at March31 2019.

5. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase in remuneration of the employees of the Company other thanmanagerial personnel is 14.26%. Increase in remuneration of managerial personnel is 7.07%.The increase in remuneration of employees other than the managerial personnel is in linewith the increase in remuneration of managerial personnel.

6. It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other employees.

Particulars of Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

A. Details of Top Ten Employees in terms of remuneration drawn as per Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Sr. No. Name of Employee Designation/ Nature of duties Remuneration (Rs.) Qualification Age (years) Experience (No. of years) Date of commencement of employment Last employment
1 Mr. Pradeep Parakh Group President (GRC) & Company Secretary 26159202 B.Com (Hons) FCA FCS 52 28 07.03.2001 Dy. Company Secretary Gujarat Ambuja Cement Ltd.
2 Mr. Kushagra Bajaj Chairman & Managing Director 18466945 B.S.Indl Mgmt (FinEcoPol Phil) M. S. (Integrated Mktg Comm (Mktg) 42 17 20.08.2001 -
3 Mr. Akash Sharma Vice President (Finance & Accounts) 14012667 B.Com LLB & FCA 54 28 22.03.2006 Jaiprakash Associates Ltd.
4 Mr. Ashok Kumar Gupta Director (Group Operations) 11129756 M.Com 68 48 31.05.1982 Upper Doab Sugar Mills Ltd.
5 Mr. Vikas Lahoti Head - Group Corporate Taxation 9862599 B.Com CA MBA 62 34 22.04.2013 Etisalat DB Telecom (P) Ltd.
6 Mr. Naval Kishore Kashyap Sr. Vice President (Indirect Taxation) 8326008 B.Com Diploma (Excise & Cust.) 60 37 01.11.2011 Carbery Infrastructure Pte. Ltd.
7 Mr. Adhish Goray Project Head 6912849 G.D.Arch. M.Arts 46 23 15.02.2013 Pancard Clubs Limited
8 Mr. Alok Kumar Vaish Chief Financial Officer (from 10.08.2018) 5714682 B.Com C.A 51 26 26.03.2004 Oswal Chemicals & Fertilizers Ltd.
9 Mr. Naresh Chandra Agarwal Sr. Vice President (Unit Head) and Zonal Head Operations 5068489 M.Sc. 66 46 17.04.2006 L. H. Sugar Factories Limited
10 Mr. Rajendra Mishra Assistant Vice President (Finance & Accounts) 4747221 B.Com 55 34 26.11.2011 Recron Synthetics Limited

B. Details of Employees employed throughout the financial year who were in receipt ofthe remuneration for that year which in aggregate was not less than Rs.1.02 crore aregiven in Sr. nos. 1 to 4 of the table above.

C. Employees employed for a part of the financial year and who were in receipt of theremuneration for that financial year at a rate not less than Rs.850000 per month : NIL

D. Employees employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company: Nil Notes:

1. Remuneration includes Salary Allowances Company's Contribution to Provident FundSuperannuation etc. taxable value of perquisites and terminal benefits as may beapplicable.

2. Except the appointment of Mr. Kushagra Bajaj all appointments are non-contractualand terminable by notice on either side.

3. None of the aforesaid employees is relative of any director or manager.

For and on behalf of the Board of Directors
Kushagra Bajaj
Chairman & Managing Director
(DIN: 00017575)
Mumbai
May 22 2019

ANNEXURE IX

Disclosure of particulars with respect to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014.

A. Conservation of energy:

(i) Steps taken for conservation of energy:

1. Zero liquid discharge as per Central Pollution Control Board / National Tribunaldirections.

2. Cooling tower installed on Under Ground Reservoir (UGR) for cooling of excesscondensate water was commissioned and made operational under zero water dischargeprogramme.

3. Grease is used at mills as lubricants which reduce the consumption of lubricants& same time pollution load on ETP also reduces.

4. Stopped sending 7 Kg/cm sq. live steam to process by installation of E-boiler atSulphur furnace as well as chemical cleaning of evaporator body being done on 1.5 kg/cm sqexhaust steam which has increased the power export.

5. Additional power capacitor provided in the power house and all MCC (Motor ControlCentre) room with PCC (Power Control Centre) to increase power factor to reduce powerconsumption.

6. Installation of Variable Frequency Drives (VFD) at ID fan SA fan feed pump andclear juice pump to save energy.

7. Installation of automation of pump for overhead tank from UGR for on-off accordingto overhead tank level.

8. Use of LED lights in place of simple bulb tube light and Vapour Mercury lamp forlighting in colony and factory to reduce the power load.

9. Installation of auto system spray engineering device to reduce power consumption byreduction of injection water.

10. Installation of automation of pump for overhead tank from UGR.

11. 100% lagging of steam carrying lines to minimise heat loss.

12. Automation in operation through DCS at Mill & Boiler sections to reduce powerconsumption.

13. Synchronisation and reorientation of equipments in individual sections to reducepower load.

14. Installation of Digital AVR on 15 MW. Both Turbines will run parallel with Grid andPower export can increase if sugar plant will run on optimum capacity.

15. Pump having smaller capacity installed at UGR for water re-circulation during offseason which saved approximately 50% of previous power consumption.

16. Clear juice heating by 1st vapour instead of exhaust to save energy.

17. Exhaust vapour drain collected and recycled in system to save energy.

18. Sulphur furance live steam drain collected & reused.

19. Exhaust steam used during Soda boiling in Evaporator condensate going to drain hasbeen collected & used.

20. Various Hot Water & Cold Water consumption points flow meter has been providedto control effluent & power.

21. Replacement of the nickel screen 0.05 mm to 0.06 mm for Reduction of molassesPower saving reduction of nickel screen consumption increase of machine capacity betterquality of sugar.

22. Increase of the height of H'on cutter by 50 mm resulting in reducing the powerconsumption by 20%.

23. Massecuite and magma delivery pipe line relocate from vertical (90 to 45)resulting Zero leakages from gland reduction of power and reduction of maintenance cost.

24. DCS based auto blow off of 1st vapour to 2nd vapour instead of going to atmosphere.

25. By providing control valves and modifying heating steam coil in A Heavy and B Heavymolasses conditioners at pan floor conditioning of molasses improved and resulted bettercirculation in pan and reduced boiling time.

26. Installation of centralised lubrication system for mill roller bearings to reducelubricant consumption.

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

1. Maximum utilisation of biogas in 30-Tonne Per Hour Boiler to save bagasseconsumption.

2. Use biogas in B G Engine to generate the power.

(iii) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

(i) Efforts made towards technology absorption:

Research and Development (R&D): Under Sugarcane Research & Developmentspecific areas in which R&D is carried out by the Company during the year ended March31 2019 were accelerated as under:

1. Installation of 04 Nos. Vertical type Coolers for 300 Kg. Cap. Batch Sulphur Furnaceto improve the efficiency avoid leakages and to reduce the breakdowns.

2. Modification in NSI Juice Sulphitor to get better Juice clarification efficiency.

3. Modification in Vacuum Distribution Header for maximum withdrawal of heavy FiltrateJuice for better efficiency of 14"x28"O.C. Filter.

4. Re-conditioning of existing 02 Nos. KC-1350 Conti. Centrifugal Machine from M/sStandard Type Foundry - Ghaziabad to improve the working efficiency.

5. Modification in design of Polly-baffle of External Vapour Body to prevent the juiceentrainment.

6. Installation of 25 Nos. of Flow Meter in Cold & Hot Water Lines to measure theflow to control and optimise water consumption.

7. Construction of Hazardous Tank holding Cap.-324 Cu.M to collect the Acidic andAlkaline waste water to avoid direct flow into E.T.P.

8. Installation of Sewage Treatment Plant (STP) in plant colony area.

9. Installation of 07 Nos. M.S. Fabricated Condensate / Effluent Collection Pit andpumps.

10. Installation of 2 Nos. Rain Water Harvesting System (RWHS) in plant area.

11. Modification in Sugar Distribution arrangement Inlet to Sugar Storage Vessel.

12. Arrangement made to use the Pan boiled Sweet Water into Sugar Melter to save thesteam.

13. Arrangement made to collect the condensed water of exhaust /vapour steam linesheader at various places in plant.

14. Furnace of Texmeco Boiler Capacity -25 T.P.H. replaced from Horse Shoe Furnace toDumping Grate to increase Boiler Efficiency.

15. V.F.D. installed in the drive of Boiler Bagasse Feeders of Thermax Boiler.

16. Design and installation of bearing protection system for mill roller bearings.

17. New cane varieties Co 0238 Co 118 Co 98014 & CoJ 85 in early group and CoJ 88& others high sugar varieties in general group were introduced.

18. Space row planting in place of traditional method of sowing at 4 feet distance.

19. Arrangement to collect rain water during off season in injection/spray channel andused for trial and testing of plant.

20. Utilisation of Filtrate Clarification system.

21. Modification of cooling water pipe for different equipment to collect in UGR (UnderGround Reservoir) through gravity.

22. Introduced Zero Budget Natural Farming concept in the area in order to reducefarmers input cost and increase & sustain sugarcane productivity.

23. Emphasis on integrated nutrient management (I.N.M.) in order to minimise the use ofchemical fertilisers in sugarcane and promote organic manuring.

24. Use of preventive maintenance management tools for reduction of maintenance cost inall electrical switchgears and motors

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

1. Gas Leakages avoided Gas final temperature maintained & breakdowns eliminated.

2. Efficiency of Juice Sulphitor improved and desired pH level maintained.

3. Capacity enhanced and efficiency improved.

4. Efficiency of KC-1350 Conti. Centrifugal Machine improved & breakdowneliminated.

5. Condensate water quality improved and chances of juice entrainment minimised.

6. Wastage of hot & cold water controlled and consumption optimised.

7. Working efficiency of E.T.P. Plant improved.

8. Treated Sewage Water is being used for horticulture purpose which ultimately meetsthe Z.L.D. norms.

9. Effluent generation controlled to meet Pollution Control Board Norms.

10. 02 Nos. Rain Water Harvesting System installed to meet the norms of PollutionControl Board.

11. Percentage of bolder grain in Sugar Bagging improved by proper distribution ofSugar into vessels.

12. Steam consumption optimised by re-using the boiled sweet water in place of freshhot water.

13. Wastage of hot water prevented and collected water is being used at various placesto save the steam consumption.

14. Smooth operation of Boiler with increased efficiency parameters.

15. By installation of V.F.D. resulted smooth Boiler operation.

16. Reduce of oil consumption and wastage.

17. Proper varietal balance maintained for achieving good recovery % cane.

18. Average cane yield increased resulting availability of sugar cane increased.

19. Reduced the use of groundwater and same time it reduces the generation of effluent.

20. Improvement of quality and recovery of sugar.

21. Better control of 1st vapour and 2nd vapour.

22. Zero Budget Natural Farming helps in bringing down the cost of sugarcanecultivation while improving the soil fertility as well as productivity of sugarcane.

23. Biological control of some of the pest and insects has helped in saving the cost ofinsecticides thus reducing the cost of cultivation and producing healthy disease free caneand improved soil health.

24. Achieved reduction of 2.61 kWh/Qntl in sugar manufacturing and 1.39 kWh/Tonne ofcane crushed in comparison to last year by adopting all energy saving majors and optimumutilisation of equipments.

(iii) Details regarding imported technology (imported during last three years reckonedfrom the beginning of the financial year):

Information regarding technology imported during the last 3 years:
a) Details of Technology imported None
b) Year of import Not applicable
c) Whether the technology been fully absorbed Not applicable
d) If not fully absorbed areas where absorptions has not taken place and the reason thereof Not applicable

(iv) Expenditure incurred on Research and Development:

For the year/year ended Year ended March 31 2019 Year ended March 31 2018
(Rs. Crore) (Rs. Crore)
a) Capital Nil Nil
b) Recurring Nil Nil
c) Total Nil Nil
d) Total R&D expenditure as a percentage of total turnover N.A. N.A.

Note: The capital and revenue expenditure on R&D incurred during the year have beenincluded in the respective heads of capital and revenue expenditure.

C. Foreign exchange earnings and outgo:

a) Activities relating to exports; initiative taken to increase exports; development ofnew export markets for products and services and export plans: None

b) Total foreign exchange used and earned:

For the year/year ended Year ended March 31 2019 Year ended March 31 2018
(Rs. Crore) (Rs. Crore)
Foreign exchange earned in terms of actual inflows 18.55 33.75
Foreign exchange outgo in terms of actual outflows 0.05 0.09

 

For and on behalf of the Board of Directors
Kushagra Bajaj
Chairman & Managing Director
(DIN: 00017575)
Mumbai
May 22 2019

ANNEXURE X

Statement on Impact of Audit Qualifications (for audit report with modified opinion)submitted along with the Annual Audited Financial Results (Standalone) for the FinancialYear ended March 31 2019 [Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations2016]

Rs. Crore

I. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications)
1 Turnover / Total income 6967.43 6967.43
2 Total Expenditure 7033.77 7437.40
3 Net Profit/(Loss) (64.08) (467.71)
4 Earnings Per Share (0.58) (4.25)
5 Total Assets 14405.70 14405.70
6 Total Liabilities 11000.65 11515.15
7 Net Worth 3405.05 2890.55
8 Any other financial item(s) (as felt appropriate by the management) The contingent liability on account of accumulated YTM payable as redemption premium on OCDs : Rs.514.50 crore The contingent liability on account of accumulated YTM payable as redemption premium on OCDs : NIL

II. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: Non-provision of the premium payable onOptionally Convertible Debentures (OCDs) at the time of redemption of OCDs issued tolenders pursuant to the Scheme for Sustainable Structuring of Stressed Assets (S4A Scheme)which stipulates that the yield to maturity (YTM) being the difference between weightedaverage interest and coupon rate be payable as redemption premium at the time ofredemption of OCDs redeemable in 13 equal instalments commencing from the financial year2024-25. The Company considers such YTM/ redemption premium as contingent liability andhas not provided for the same in the books of account for the quarter and year ended March31 2019 amounting to Rs.99.53 crore and Rs.403.63 crore respectively. The aggregateliability for such YTM from the date of allotment of OCDs till the year ended March 312019 is Rs.514.50 crore. Had such interest been provided the reported profit/ (loss) forthe quarter and year ended March 31 2019 would have been Rs.146.68 crore and (Rs. 467.71)crore respectively and net worth of the Company would have been Rs.2890.55 crore.

b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion /Adverse Opinion

c. Frequency of qualification: Whether appeared first time / repetitive / since howlong continuing : First Time

d. For Audit Qualification(s) where the impact is quantified by the auditorManagement's Views: Quantification is given in the note mentioned in para a above.Management's view: As per the Master Framework Agreement (MFA) executed between theCompany and Lenders on December 16 2017 pursuant to the S4A Scheme the company isregularly servicing the coupon rate attached to the Optionally Convertible Debentures(OCDs). The difference between weighted average interest and coupon rate being Yield toMaturity (YTM) though accruing on annual basis from the date of allotment is payable asredemption premium in a phased manner in 13 equal instalments commencing from theFinancial year 2024-25. Based on the legal opinion obtained the management is of the viewthat such YTM as redemption premium is payable only in the event of redemption of OCDs andnot upon the conversion of the OCDs into the equity shares of the Company based on theright of conversion as may be exercised by the holders from time to time. Accordingly themanagement considers such YTM as contingent liability and has not provided the premium inthe books of the Company.

e. For Audit Qualification(s) where the impact is not quantified by the auditor:Not applicable

(i) Management's estimation on the impact of audit qualification: Given in Sr I.

(ii) If management is unable to estimate the impact reasons for the same: Notapplicable

(iii) Auditors' Comments on (i) or (ii) above: Already explained in Sr I and II above.

III. Signatories:
Shalu Bhandari D.K. Shukla Alok Kumar Vaish
Director Audit Committee Chairman Chief Financial Officer
Lalit R Mhalsekar
Statutory Auditor
Mumbai
May 22 2019

ANNEXURE XI

Statement on Impact of Audit Qualifications (for audit report with modified opinion)submitted along with the Annual Audited Financial Results (Consolidated) for the FinancialYear ended March 31 2019 [Regulation 33 / 52 of the SEBI (LODR) (Amendment)Regulations 2016]

I. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications)
1 Turnover / Total income 6902.28 6902.28
2 Total Expenditure 7036.22 7439.85
3 Net Profit/(Loss) (136.57) (540.20)
4 Earnings Per Share (1.24) (4.91)
5 Total Assets 13790.98 13790.98
6 Total Liabilities 11013.88 11528.38
7 Net Worth 2777.11 2262.61
8 Any other financial item(s) (as felt appropriate by the management) The contingent liability on account of accumulated YTM payable as redemption premium on OCDs : Rs.514.50 crore The contingent liability on account of accumulated YTM payable as redemption premium on OCDs : NIL

II. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: Regarding non-provision of premium payable onOptionally Convertible Debentures (OCDs) issued to lenders pursuant to the Scheme forSustainable Structuring of Stressed Assets (S4A Scheme) which stipulates that the yield tomaturity (YTM) being the difference between weighted average interest and coupon ratepayable as redemption premium at the time of redemption of OCDs redeemable in 13 equalinstalments commencing from the Financial year 2024-25. The Company considers such YTMpremium as contingent liability and has not provided the premium in the books of accountfor the year March 2019 amounting to Rs.403.63 crore. The aggregate liability for such YTMfrom the date of allotment of OCDs till year ended March 31 2019 is Rs.514.50 crore fromdate of allotment of OCDs. Had such interest been provided the reported loss for the yearended March 2019 would have been Rs.540.20 crore and Networth of the Group would have beenRs.2262.61 crore.

b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion /Adverse Opinion

c. Frequency of qualification: Whether appeared first time / repetitive / since howlong continuing : First Time

d. For Audit Qualification(s) where the impact is quantified by the auditorManagement's Views: Quantification is given in the note mentioned in para a above.

Management's view: As per the Master Framework Agreement (MFA) executed between theCompany and Lenders on December 16 2017 pursuant to the S4A Scheme the company isregularly servicing the coupon rate attached to the Optionally Convertible Debentures(OCDs). The difference between weighted average interest and coupon rate being Yield toMaturity (YTM) though accruing on annual basis from the date of allotment is payable asredemption premium in a phased manner in 13 equal instalments commencing from theFinancial year 2024-25. Based on the legal opinion obtained the management is of the viewthat such YTM as redemption premium is payable only in the event of redemption of OCDs andnot upon the conversion of the OCDs into the equity shares of the Company based on theright of conversion as may be exercised by the holders from time to time. Accordingly themanagement considers such YTM as contingent liability and has not provided the premium inthe books of the Company.

e. For Audit Qualification(s) where the impact is not quantified by the auditor: Notapplicable

(i) Management's estimation on the impact of audit qualification: Given in Sr I.

(ii) If management is unable to estimate the impact reasons for the same: Notapplicable

(iii) Auditors' Comments on (i) or (ii) above: Already explained in Sr I and II above.

III. Signatories:
Shalu Bhandari D.K. Shukla Alok Kumar Vaish
Director Audit Committee Chairman Chief Financial Officer
Lalit R Mhalsekar
Statutory Auditor
Mumbai
May 22 2019