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Dwarikesh Sugar Industries Ltd.

BSE: 532610 Sector: Agri and agri inputs
NSE: DWARKESH ISIN Code: INE366A01041
BSE 00:00 | 18 Jun 67.75 -1.75
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NSE 00:00 | 18 Jun 67.65 -1.90
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HIGH

70.60

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OPEN 70.40
PREVIOUS CLOSE 69.50
VOLUME 442060
52-Week high 75.30
52-Week low 23.00
P/E 13.94
Mkt Cap.(Rs cr) 1,276
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.40
CLOSE 69.50
VOLUME 442060
52-Week high 75.30
52-Week low 23.00
P/E 13.94
Mkt Cap.(Rs cr) 1,276
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dwarikesh Sugar Industries Ltd. (DWARKESH) - Director Report

Company director report

Your Directors take pleasure in presenting their 26th (TwentySixth) Annual Report together with the Audited Accounts for the year ended 31stMarch 2020.

FINANCIAL RESULTS

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019
Gross profit before depreciation interest & tax 14146.73 16515.27
Less: Depreciation 3686.56 3294.99
Finance Costs 3302.77 2126.01
Profit/(Loss) before tax and exceptional items 7157.40 11094.27
Profit/(Loss) before tax 7157.40 11094.27
Tax expenses (188.01) 1583.65
Profit/(Loss) after tax 7345.41 9510.62
Total comprehensive income/(loss) 6550.93 9778.35

DIVIDEND

Your Directors recommend payment of Preference dividend on 8%Cumulative Preference Shares (Series II) (falling due for repayment on 06thAugust 2020) & payment of Interim equity dividend of 100% i.e B1/- per Equity Shareof Face value of B1/- each. The outgo on account of Interim Equity dividend &Preference Dividend (series II) upto the date of redemption including Dividenddistribution tax (DDT) amounts to B243182733/-. In August 2020 at the time ofredemption an amount of B166175342/- along with dividend till redemption ispayable to preference shareholders of 8% Cumulative Preference Shares (Series II).

TRANSFER TO RESERVES

During the year there was no redemption of Preference Shares hence notransfer to reserves is required on this account.

YEAR IN RETROSPECT

Impact of Covid-19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees and on minimizing disruption to services for all our customers. From ahighly centralized model consisting of work spaces set in different locations capable ofaccommodating many employees the switch to work from home for employees was carried outseamlessly to work remotely and securely. This response has reinforced customer andemployee confidence in DSIL and many of them have expressed their appreciation andgratitude for keeping their businesses running under most challenging conditions.

Although there are uncertainties DSIL as always involved in publicservice started mass production of Sanitizers at a reasonable rate to serve the nation inthese trying times. With it's positive outlook innovative business model and workcommitment even in these uncertain time due to the pandemic the Company is anticipatingto navigate the challenges ahead and gain better momentum in the near future.

Operations:

Distinguishing features of the crushing operations in your company aregiven in the succeeding paragraphs:

Metrics of sugarcane crushed sugar produced and recovery achievedduring the year is given hereunder: Sugarcane crushed and sugar produced across threeunits (FY2019-20)

Particulars 2018-19 2019-20 Change%
Crushing (Lakh Quintal) 331.16 328.07 -0.93
Recovery % (Combined) 12.29 12.28 -0.08
Production (Lakh Quintal) 40.68 40.35 -0.81

FY2019-20 (1.4.2019 to 31.3.2020) includes a minor part of SS 2018-19and a major part of SS 2019-20 vis--vis SS 2018-19 across three units

Particulars 2018-19 2019-20
Crushing (lakh Quintal) 306.84 336.66
Recovery % (combined) 12.31 12.30
Production (lakh Quintal) 37.77 41.11

For ongoing crushing season 2019-20 (up to 30th April 2020)vis--vis completed SS 2018-19

Highlights FY 2019-20

Sugarcane crushing marginally lower by 0.93%.

Recovery @ 12.28% as compared to recovery of 12.29% last FY.This recovery is after considering diversion of B heavy molasses at DN plant. Adjustedrecovery better than last FY.

Sugar production marginal down by 0.81%.

Impressive recovery on account better varietal mix betterlogistics management & stringent quality control.

All units have clocked impressive recoveries.

Coveted position of highest group recovery in North Indiafor SS 2019-20 is maintained by your company.

Performance of cogeneration division: Metrics of power sold:

Unit

2018-19 (01.04.2018 to 31.03.2019)

2 019-20 (01.04.2019 to 31.03.2020)

Power sold in lakhs units Amount in K/Lakhs Power sold in lakhs units Amount in K/Lakhs
DN 301.38 1500 290.16 847
DP 675.73 3392 651.57 1 922
DD 1043.16 5237 691.06 2 039
Total 2020.27 10129 1632.79 4 808

Performance of Distillery:

During the year 130.10 lakh litres of industrial alcohol (previous FY66.67 lakh litres) was produced and 115.62 lakh litres of Industrial alcohol worth B5600lakh vis--vis 90.17 lakh litres worth B3632 lakh in FY 2018-19 was sold at theDwarikesh Nagar unit.

A SUGAR INDUSTRY OVERVIEW

Global sugar industry scenario

Ongoing season of 2019-20 is expected to be yet another deficit yearwith some estimates pegging the production number at 167 million tons lower by almost 8million tons as compared to production during the previous season 2018-19. Production waslower in all key sugar geographies including Brazil Thailand &

India. With consumption estimated at 176 million tons the deficit isnearly 9 million tons. (Source: International Sugar organization). Brazil went on aoverdrive in its ambitious ethanol blending program and only 35% of the cane juice wasused for making sugar while the rest was used for making ethanol.

The estimated deficit is also on account of estimated lower sugarproduction in all key geographies including Brazil India and Thailand. High price ofcrude during the major part of season resulted in more sugarcane being diverted forethanol manufacture in Brazil (65% for ethanol and the rest used for making sugar). Beetsugar production in European Union is also lower than usual.

Raw sugar prices have been on rollercoaster ride. From a low of 12.5cents per pound six months ago they rebounded to 15 cents per pound in February 2020 tocrash to almost 10 cents per pound. Presently NY raw quoted at 11 cents per pound. Steepfall in price of raw primarily on account of crude price crashing to abysmally low levels.White sugar price prevailing at around USD 360 per metric ton.

More sugarcane juice is expected to be used for making sugar in SS2020-21 in Brazil owing to lower crude price and depreciation of Brazilian Real indicatinga challenging sugar price scenario for the coming season. However lower production inThailand may provide some succour to sugar prices even as production in India is alsoexpected to be higher.

The Indian sugar industry review

India's sugar production figure for SS 2018-19 which was at 33.2million tons is now estimated to be 27 million tons during SS 2019-20 Approximately 1million tons of sugar production is estimated to have been sacrificed in favor of ethanolproduction through B-heavy molasses & juice route. Some sugar mills have attemptedproduction of ethanol from sugarcane juice. UP is estimated to clock production in excess12.5 million tons whereas Maharashtra at 6.2 million tons caused a drag in productionnumbers. The trend of improvement in recovery clocked by sugar mills in North India duringSS 2018-19 continues. State of UP clocked a recovery close to 11.5% during the aboveseason. In view of use of B heavy molasses for ethanol manufacture by many sugar mills andconsequent sacrifice of sugar in favor of ethanol some drop in recovery is expected thoughthe adjusted recovery may not witness any fall.

Outbreak of COVID pandemic did not hamper the production whichcontinued uninterrupted owing to Government support although sourcing intermediate inputsdid pose some challenges. However the sugar demand suffered major disruption of almost 1to 1.5 million tons. Off-take of sugar in the last few months has been sluggish asbeverage/confectionary manufacturers & sweetmeat makers remained under lockdownalthough the Government tried to moderate the situation by giving lesser releases withtimely extension/carry forward of releases for the subsequent months. The worseningsituation has been arrested by the combined efforts of Government & the Industry. Theuninterrupted crushing operations have ensured that the standing cane of the farmers hasbeen harvested on time thus mitigating their hardship.

During SS 2019-20 India is expected to export about 5 million tonsalthough contracts have so far been signed for export of only 4.2 million tons. IranMalaysia Indonesia & Afghanistan have been the key importing countries of Indiansugar. Indian exports are in pursuance to announcement of Maximum Admissible Export Quota(MAEQ) of 6 million tons and a subsidy of B10448 PMT by the Central Government. Indianexports suffered a setback owing to sudden & rapid fall in the international price ofsugar accentuated by the Global decline in the price of crude. Exports also suffered asetback on account of the unfortunate breaking up of the COVID 19 pandemic which resultedin slow movement of sugar from mills to ports and disruption of activities at the ports.DFPD has twice redistributed the quota of sugar mills who have made no progress whatsoeverto export their allotted quantity. Urgent and increased redistribution is required toprovide fillip to the export program.

The outbreak of pandemic COVID 19 & the lockdown also resulted inpoor off-take of ethanol as the fuel consumption plummeted to low levels. Depots of oilmarketing companies had no storage space. OMCs did try to help the industry byredistributing ethanol quantities and offering sugar mills opportunity to supply ethanolto some far-off depots. Ethanol blending target of more than 5% has been achieved althoughmore aggressive ethanol blending program is required to correct the sugar imbalance.Creation of ethanol capacities is not as per expectations of the Government as sugarcompanies with not very robust balance sheets aren't getting loans from the Bankingsystem. Some out of the box solutions are required to prop up the creation of capacitiesand provide impetus to ethanol blending program. Further for a larger diversion ofsugarcane to ethanol sugar mills need to use juice directly to make ethanol whichnecessitates setting up of large distillation capacities. It is here that Government needsto spell out its long term policy of ethanol pricing to generate the enthusiasm andconfidence of the industry and Banks.

Higher opening stock of sugar at the commencement of SS 2019-20 of 14.6million tons coupled with demand disruption of sugar owing to the outbreak of pandemic andconstraints on exports has once again resulted in the estimates of sugar balance goinghaywire. Demand disruption of 1 million tons and deficit in export of another 1 milliontons will result higher closing stock nearly 11 million tons which otherwise would havebeen at around 9 million tons.

Since sugarcane is a remunerative crop there is marked preference onthe part of farmers to grow more and more sugarcane. With improvement in yields andrecoveries domestic sugar production of more than 32 million tons will be more a rulethan exception unless draught in Maharashtra & Karnataka drags down the productionoutlook.

Sugar industry in India continues to be dependent on Governmentintervention. It has got into an orbit of perpetual surplus production. There is need forparadigm shift in its model such as flexibility and adoptability to produce the right mixof sugar & ethanol. Long term policies are indeed aimed towards this objective but inthe short-term the imbalance persists. Government support to the industry includes thefollowing:

Retention of Minimum ex-factory selling price of sugar atB3100 per quintal. However higher MSP is warranted to help enable sugar mills torecover their costs and shore up their ability to clear sugarcane dues.

Monthly release mechanism so as to regulate and moderate theavailability of sugar in the open market.

Announcement of Maximum Admissible Export Quota (MAEQ) of 6million tons and subsidy of B10448 per metric tons mills exporting sugar under theallotted quota. Quota of non-performing sugar mills was redistributed twice amongperforming sugar mills.

Buffer stock subsidy on stock of 4 million tons – validtill July 2020.

Reasonable ethanol procurement prices at B43.70 per liter incase of ethanol made from C heavy molasses B54.27 per liter in case of ethanol made fromB heavy molasses and B59.72 in case of ethanol made directly from sugarcane juice. Howevera long term pricing policy is desirable for big increase in ethanol plant capacities.

Outlook for the coming year is mixed. There is urgent need for theGovernment to announce export policy for season 2019-20 to help enable mills to calibratetheir production plan and also allow them the flexibility to transact at opportune time.This will also help UP based sugar mills to liquidate the stockpile of sugar held by them.Increase in MSP will also help improve the viability of sugar mills.

Sugar stock levels of UP Based sugar mills are at all time high levelsposing serious challenges of storage & logistics.

The Uttar Pradesh sugar industry report card

UP State is expected to clock sugar production in excess of12.5 million tons an all-time high. This is in spite of some use of B heavy molasses forethanol manufacture. Higher production is attributable to early closure of Jaggery &khandasari units the wake of pandemic & lockdown and consequent non-diversion ofsugarcane and additional availability of sugarcane to sugar mills. The crushing season SS2019-20 is extended into the months of May and for some sugar mills into the month ofJune.

Record production of more than 12.5 million tons &regulated release mechanism has resulted in higher sugar stock levels of sugar mills. Thecane arrears are also at an all-time high of more than B15000 crores.

The tariff of power evacuated by the industry to state gridhas been revised downwards by more than B2 per unit (more than 40% decline) effective 1stApril 2019. The same is being litigated.

Outbreak of COVID 19 & lockdown coupled with socialdistancing norms & higher standards of hygiene has opened an opportunity of sugarmills to make sanitizers with ethanol as the basic feedstock.

SAP for sugar season 2019-20 remained unchanged at B315 perquintal for general variety and B325 per quintal for the early variety.

SANITIZERS

The outbreak of COVID 19 has exposed the fragility of life. There havebeen casualties galore across the Globe. It has demanded Social-distancing and practicingthe highest standards of hygiene have emerged as the only viable options to break thechain of this virus. Based on the W.H.O. recommended formula using 80% Ethyl AlcoholSanitizers are recommended for daily use and are capable of fighting germs up to 99.9%.

Your company has never faltered in playing its part in nation buildingand in ensuring the welfare of all its stakeholders – farmers shareholdersconsumers and employees alike. We thought it our duty to help accelerate the production ofhand sanitizers in the region so as to fill the massively growing demand. DwarikeshSanitizers are produced with an uncompromising focus on quality. It is an indication ofour commitment towards the health and safety of society.

Your Company has built strengths to manage the adversities. YourCompany has been recording impressive recovery; its consistent efficiency enhancement andcane development efforts have made it one of the most efficient & lowest cost sugarproducers in India. The company's quest to integrate operations is now complete withthe addition of a 100 KLPD distillery plant thus maximizing byproduct optimization andfacilitating substantial value-addition. While the expenditure has been incurred benefitswill accrue in the foreseeable future.

Your Company is also judiciously managing its debt profile. All termdebts are at subsidized rate of interest. Your Company endeavors to minimize interestoutflow. Increase in working capital loans is inevitable as the company is undercompulsion to carry larger inventory.

Dwarikesh – Financial Scorecard:

Particular 2018-19 2 019-20
K Lakhs % K Lakhs %
Net revenue (from operations) 108412 100.00% 133613 100.00%
EBIDTA 16515 15.23% 14147 10.59%
EBDTA 14389 13.27% 10844 8.12%
EBT 11094 10.23% 7157 5.36%
EAT 9511 8.77% 7345 5.50%

There is significant improvement in the revenue fromoperations during the year under review. The same is attributable to the increasedreleases under the monthly release mechanism administered by the Central Government.

EBIDTA during FY 2019-20 is B14147 lakhs as compared to

B16515 lakhs earned during previous FY. Lower EBIDT both in absoluteterms as well as % terms is mainly attributable to the reduction in power tariff witheffective from 1st April 2019. Reduction in power tariff was steep and morethan 40%.

During the year under review your company earned EBDTA ofB10844 lakhs as compared to B14389 lakhs earned in the previous FY.

Earning before tax is at B7157 lakhs when viewed inconjunction with that of the previous FY (B11094 lakhs).

Earnings after tax at B7345 lakhs is as compared to theearnings after tax of previous FY of B9511 lakhs.

Salient features:

Sugar prices were range bound throughout the year.

During the year under review your company exported a part ofits balance contracted export obligation under the MIEQ of 2018-19 and a part of thequantity contracted under MAEQ 2019-20. All sugar exported thus far has been raw sugar.

Your company has embarked upon project of distilleryexpansion the benefits of which will start accruing on full year basis during FY 2020-21.

Your company strives to raise the bar of efficiencycontinuously. The benchmark numbers of recoveries/process losses challenged season afterseason with a view to better the previous benchmarks and set the new ones. In an industrywhere most factors are beyond the realm of company's control your company strives toruthlessly attack costs and keep the same under control.

Another area of focus for your Company has been to rein inthe interest costs. Its aggressive policy of accelerated debt repayment has paid dividendsand the company squared up all its earlier debts. The long term debts presently carried inthe Company's books are at subsidized rates. Interest outgo would have been muchlesser but for the fact that the Company was compelled to carry higher inventory undermonthly release mechanism and therefore its working capital requirement was higher. Thecompany has also had the benefit of lower rate of interest on account of its improvedcredit rating. The long term loans of the company are rated ‘A+' with stableoutlook and Commercial paper program (short term) has been accorded the highest rating of‘A1+' by ICRA.

CANE & SUGAR POLICY

The main policies of the government in relation to the sugar industryduring the year were: a. Hitherto applicable levy and free sale sugar ratio of 10:90 forthe period up to 31st March 2013 has since been abolished pursuant to adoptionof recommendations contained in the report of Dr. Rangarajan. The sugar mills are noweligible to sell their entire production as free sale sugar. b. The Fair &Remunerative Price (FRP) for the crushing season 2017-18 was B255 per quintal which hasbeen increased to B275 per quintal for 2018-19 where the season 2017-18 was linkedto recovery @ 9.50% and the season 2018-19 is linked to recovery rate @ 10%. c. Chronologyof SMP/FRP announced by the Central Government on the basis of recovery is givenhereinunder:

Season

SMP/F&RP H/

Quintal

2000-01(SMP)

59.50*

2001-02

62.05*

2002-03

64.50*

2002-03 (Revised)

69.50*

2003-04

73.00*

2004-05

74.50*

2005-06

79.50&

2006-07

80.25&

2007-08

81.18&

Season SMP/F&RP H/
Quintal
2008-09 81.18&
2009-10 (SMP since replaced by 129.84@
F&RP)
2010-11 139.12@
2011-12 145.00@
2012-13 170.00@
2013-14 210.00@
2014-15 220.00@
2015-16 230.00@
2016-17 230.00@
2017-18 255.00@
2018-19 275.00#
2019-20 275.00#

 

* Linked to recovery of 8.50% & Linked to recovery of 9% @ Linkedto recovery of 9.50% # Linked to recovery of 10% d. The Company is required to payState Administered Price (SAP) for the crushing season 2019-20 the State Government ofUttar Pradesh announced SAP which remains unchanged as compared to previous season of2018-19 i.e B315 per quintal for general variety of Sugarcane B10 per quintal is extrapayable for early variety & B5 per quintal is less payable for rejected variety.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

During the financial year Company has undertaken to expand theDistillery capacity at its Dwarikesh Nagar Plant Bijnore by adding a new 100 Kilo LitresPer Day (KLPD) capacity plant which will help in mitigating the risk associated with sugarbusiness. The project has been successfully executed during FY 2019-20 and the plantcommenced commercial production during December 2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

No significant & material orders have been passed impacting thegoing concern status & Company's operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controlscommensurate with its size scale and operations. Such controls have been assessed duringthe year under review taking into consideration the essential components of internalcontrols stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Based onthe results of such assessments carried out by the management no reportable orsignificant deficiencies no material weakness in the design or operation of any controlwas observed. Nonetheless your Company recognizes that any internal control framework nomatter how well designed has inherent limitations and accordingly regular audits andreview processes ensure that such systems are re-enforced on an ongoing basis. Theinternal financial controls with reference to the Financial Statements are commensuratewith the size and nature of business of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2020stood at B18.83 crores. During the year under review the Company has not issued shares orconvertible securities or shares with differential voting rights nor has granted any stockoptions or sweat equity or warrants. As on 31st March 2020 none of theDirectors of the Company hold instruments convertible into Equity Shares of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 the detailsforming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met four (4) times during theyear on 23rd May 2019; 05th August 2019; 07thNovember 2019 and 10th February 2020.

SUBSIDIARY COMPANY'S REPORT

The Company does not have any subsidiary in terms of provisions ofCompanies Act 2013.

PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITHRELATED PARTIES

All Related Party Transactions entered during the financial year werein the ordinary course of business and at arm's length basis. There were nomaterially significant Related Party Transactions with the Company's PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as required tobe provided under Section 134(3)(h) of the Companies Act 2013 are disclosed in Form AOC-2as Annexure I. The Board of Directors of the Company has on the recommendation ofthe Audit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the rules thereunder and the Listing Regulations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not made any loans or investments or given guaranteesor provided securities under Section 186 of the Act during the year.

PUBLIC DEPOSITS

The Company did not have any fixed deposits at the beginning of theyear nor has it accepted any deposited during the year in terms of Section 74 of theCompanies Act 2013.

MSME RETURN

MCA vide order dated 22nd January 2019 directed allcompanies who get supplies of goods or services from micro and small enterprises andwhose payments to micro and small enterprise suppliers exceed forty five days during theyear the Company has not filed MSME Return as all payments have been done withinprescribed time.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provision of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above rules are provided in

Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 (the Act)and Articles of Association of the Company Shri B. J. Maheshwari will retire by rotationas Director at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Brief profile of Shri B. J. Maheshwari is annexed to the Notice of AnnualGeneral Meeting as stipulated under Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations).

B. Declaration by an Independent Director(s) Re- Appointment &Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act2013 the company has received the declarations from all the independent directorsconfirming the fact that they all are meeting the eligibility criteria as stated inSection 149(6) of the Companies Act 2013.

All the three independent directors are proposed to re-appoint in theensuing Annual General Meeting of the Company for a further period of 5 years as per therequirements of Section 149 of the Companies Act 2013.

The Independent Directors met once i.e on 10th February2020. The Meeting was conducted without the presence of the Chairman Executive Directorsand any other Managerial Personnel.

C. Formal Annual Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies Act2013 read with Regulation 17 of the listing regulations the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of its Committees.

A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgement safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non Independent Directors were carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.

D. Policy on Directors' Appointment and Remuneration IncludingCriteria for Determining qualifications Positive Attributes Independence of a DirectorKey Managerial Personnel and Other employees

In line with the principles of transparency and consistency yourCompany has adopted the following policies which inter alia includes criteria fordetermining qualifications positive attributes and independence of a Director.

Policy on Directors appointment and remuneration is available oncompany's website athttp://www.dwarikesh.com/pdf/2018/Policy-on-Directors-Appointment-and-Remuneration.pdf

E. STATEMENT OF DIRECTOR'S RESPONSIBILITIES

As required under the provisions of Section 134(3)(c) of the CompaniesAct 2013 your Directors confirm that: a. In the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that year; c. the directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d. the directors had preparedthe annual accounts on a going concern basis; e. the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively f. the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 Management Discussion and Analysis Report for the yearunder review is presented in a separate segment which is forming part of the AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY

Dwarikesh has been an early adopter of CSR initiatives. The Companyworks primarily through its CSR trust viz R R Morarka Charitable Trust towardssupporting projects in eradication of hunger and malnutrition promoting education artand culture healthcare destitute care and rehabilitation environmental sustainabilitydisaster relief and rural development projects. Details of the CSR policy are available onour website at http://www.dwarikesh.com/pdf/2018/

Policy-on-Corporate-Social-Responsibility.pdf and a brief outline ofthe CSR Policy and the CSR initiatives undertaken by the Company during the year asprescribed under the Companies (Corporate Social Responsibility) Rules 2014 is annexedherewith as Annexure III.

RISK MANAGEMENT POLICY

Company has voluntarily formed a Risk Management Committee so as toreview and combat the risk on periodical basis. A detailed note on Risk Management policyelements of risk and its mitigation is comprised in Corporate Governance Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy as envisaged in theCompanies Act 2013 the Rules prescribed thereunder and the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 in the Board meeting held on 09thMay 2014 so as to enable the Directors Employees and all Stakeholders of the Company toreport genuine concerns to provide for adequate safeguards against victimization ofpersons who use such mechanism and make provisions for direct access to the Chairman ofAudit Committee. The details of the said policy is explained in the Corporate GovernanceReport and has been uploaded on the website of the Company at http://www.dwarikesh.com/pdf/2018/Whistle-Blower-Policy.pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has put in place a policy on Anti Sexual harassment in linewith the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

No complaints have been received during the year under review.

CORPORATE GOVERNANCE

As per Regulation 34 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 a report on Corporate Governance together with theAuditors Certificate regarding compliance of the conditions of corporate governance isprovided under Annexure IV.

BOARD COMMITTEE

The Company has following mandatory Committees viz

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 the particulars in respect of conservation ofenergy technology absorption and foreign exchange earnings & outgo are furnished in AnnexureV and form a part of this report.

AUDITORS

A. STATUTORY AUDITORS & AUDITOR'S REPORT

Pursuant to the provisions of Section 139(2) of the Companies Act 2013and rules made thereunder M/s. NSBP & Co. Chartered Accountants New Delhi (FirmRegistration No. 001075N) were appointed as Statutory Auditors of the Company for periodof 5 years to hold office upto the conclusion of 28th Annual General Meetingof the Company subject to ratification of their appointment at every subsequent AnnualGeneral Meeting. The Auditors' Report for the financial year 31st March2020 is unmodified i.e. It does not contain any qualification reservation adverseremark or disclaimer. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company during the financial year under review.

B. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act 2013and rules made thereunder the Board on the recommendation of the Audit Committee hasre-appointed M/s. Ramanath Iyer & Co Cost Accountants (Firm Regn No. 000019) as CostAuditors to conduct cost audits relating to sugar electricity and industrial alcohol forthe year ended 31st March 2020. The

Cost Accountants have confirmed that their appointment is within thelimits of Section 141(3)(g) of the Act and free from any disqualifications specified underSection 141(3) and proviso to Section 148(3) read with Section 141(4) of the CompaniesAct 2013.

The Cost Audit Report for the financial year March 2019 did notcontain any qualification reservation adverse remark or disclaimer. The Cost AuditReport for the year end March 2020 shall be made available by Cost Auditors on or before30th September 2020.

C. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed M/s. VKM & Associates a Practicing Company Secretary(Certificate of Practice no. 4279) Secretarial Auditor to undertake the Secretarial Auditof the Company for the year ended 31st March 2020. The Secretarial AuditReport is appended to this Report as Annexure VI.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.

BUSIENSS RESPONSIBILITY REPORT

As per SEBI (LODR) Fifth Amendment Regulations 2019 BusinessResponsibility Report is mandatory for Top 1000 listed Companies. Our ranking based onMarket Capitalization as on 31.03.2020 on BSE is 853 and at NSE is 800. BusinessResponsibility Report is annexed by way of Annexure VII.

ACKNOWLEDGEMENT

Your directors wish to place on record their sincere gratitude andappreciation to its members sugar cane growers employees bankers financialinstitutions Central & State Government Agencies for their valuable contribution inthe growth of the organization.

On behalf of the Board of Director
B. J. Maheshwari Vijay S. Banka
Place : Mumbai Managing Director & CS cum CCO Managing Director
Date : 10th June 2020 (DIN-00002075) (DIN -00963355)