SHRI PRABHULINGESHWAR SUGARS AND …prabhusugar.com/docs/22 Annual Report - English.pdfvShri Jagadeesh S. Gudagunti - Chairman and Managing Director vShri Rajendrakumar S. Gudagunti

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SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED, SIDDAPUR

v Shri Jagadeesh S. Gudagunti - Chairman and Managing Director

v Shri Rajendrakumar S. Gudagunti - Executive Director (Cane)

v Shri Dharmalingayya J. Gudagunti - Executive Director (Admn) & C.F.O

v Shri Deval A. Desai - Director

v Shri Nagappa G. Sanadi - Director

v Shri Mallappa C. Koti - Independent Director (Up to Dt. 29.09.2016)

v Shri Umesh S. Hiremath - Independent Director (Up to Dt. 26.09.2017)

v Shri Mahalingappa C. Hipparagi - Independent Director (w.e.f. Dt. 29.09.2016)

v Shri Suresh P. Hiremath - Independent Director (w.e.f. Dt. 26.09.2017)

v Shri Sudheer S. Gudagunti - Director

v Shri Sateesh S. Gudagunti - Director

v Smt. Ishwari A. Gudagunti - Director

v Dr. N.A. Charantimath v Shri Satyappa Akkiwat

v Shri Jagadeesh S. Gudagunti - Chairman and Managing Director

v Shri Rajendrakumar S. Gudagunti - Executive Director (Cane)

v Shri Dharmalingayya J. Gudagunti - Executive Director (Admn) & CFO

v Shri Mahendra B. Horaginamani - Company Secretary cum General Manager (F&A)

v Belgaum DCC Bank Ltd., Belagavi

v State Bank of India, Vijayapur

v Bank of India, Vijayapur

v Canara Bank, Vijayapur

v Bagalkot DCC Bank Ltd., Bagalkot

v State Bank of India, (A.D.B.) Jamkhandi

v IDBI Bank Ltd., Vijayapur

v Statutory Auditors : M/s. Nataraj & Co., Chartered Accountants, Hubli

v Secretarial Auditors : M/s. Gopalakrishnaraj H.H & Associates, Company Secretaries, Bengaluru

v Internal Auditors : Smt. Prafulla G. Melinamani, Chartered Accountants, Jamkhandi

v Cost Auditors : Mr. Sanjay K. Tikare, Cost Accountant, Belagavi

v Shri B.S. Khandekar - Sr. General Manager (Cane)

v Shri B.S. Khyadi - General Manager (Engg.)

v Shri Mukund Kulkarni - Chief Chemist (W.T.P.)

v Shri M.B. Nippani - Dy. General Manager (Cane)

v Shri R.P. Hiremath - Sr. Manager (F & A)

v Shri G.S. Saraganachari - Officer on Special Duty

v Shri B.M. Balappagol - Civil Engineer

v Shri V.S. Saraganachari - Stores Officer

v Shri S.C. Hipparagi - General Manager (E & I)

v Shri Sunil Holeppagol - Chief Chemist

v Shri D.N. Halle - Dy. General Manager (Cane)

v Shri A.M. Jayaprakash - Sr. Manager (R.O.)

v Shri C.V. Baligar - Manager (Admin)

v Shri M. S. Guledgudd - Public Relation Officer

v Shri P. Chikkayya - Security Officer

BOARD OF DIRECTORS

HONORARY DIRECTORS

KEY MANAGERIAL PERSONNEL & WTD

PRINCIPAL BANKERS

AUDITORS

MANAGEMENT TEAM

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Siddapur Tq. Jamkhandi Dt. Bagalkot, Karnataka State

CIN - U85110KA1995PLC017861, ISO : 14001 : 2004 Certified

E-mail : [email protected], Website : www.prabhusugar.com

Phone : 08353-238004, 238200 Fax : 08353-238164, 238166

NOTICE

To the Members,

Notice is hereby given that the Twenty Second Annual General Meeting of the members of

Shri Prabhulingeshwar Sugars and Chemicals Limited will be held at Factory Office at Siddapur

on Tuesday, 26th September 2017 at 3-00 p.m. to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited financial statements for the financial year ended

31.03.2017 along with the notes and schedules together with the Board’s Report along with

annexures & Auditors Report thereon.

2. To Appoint Director in place of Shri Sateesh S. Gudagunti (DIN-00464924) who retires by

rotation and being eligible, offer himself for re-appointment.

3. To Appoint Director in place of Shri Nagappa G. Sanadi (DIN-00666766) who retires by rotation

and being eligible, offer himself for re-appointment.

4. To Appoint Statutory Auditors.

“RESOLVED THAT pursuant to the provisions of Section 139, 142, and other applicable provisions

of the Companies Act, 2013 if any, read with the Companies (Audit & Auditors) Rules, 2014,

including any statutory enactment or modification thereof, M/s. Chandargi & Co., Chartered

Accountant, (Firm Registration No.008351S) be and is hereby appointed as the Statutory

Auditors of the Company and to hold the office from the conclusion of this 22nd Annual

General Meeting till the conclusion of 27th Annual General Meeting of the Company, Subject to

ratification as to the said appointment at every Annual General Meeting, on such remuneration

including out of pocket expenses and other expenses as may be mutually agreed by and

between the Board of Directors and the Auditor.”

“FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to do and

perform all such acts, deeds and things as may be necessary desirable and appropriate to give

effect to this resolution and make appropriate filings with the Registrar of Companies, Bengaluru,

Karnataka.”


REGISTERED OFFICE & FACTORY

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SPECIAL BUSINESS

5. To appoint Shri Rajendrakumar S. Gudagunti,(DIN 00464952) as a Executive Director(Cane)

and to revise his remuneration.

To consider and if thought fit to pass, with or without modifications(s), the following

resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 Part II of Schedule

V and other applicable provisions, if any, of the Companies Act, 2013 or any amendments(s)

or modification(s) thereof and on the recommendation and approval of Nomination and

Remuneration Committee, the consent of the members be and is hereby accorded for the

appointment of Shri Rajendrakumar S. Gudagunti, as a “Whole Time Director” designed as

“Executive Director (Cane)” with effect from 26.09.2017 for a period of three calendar years

that is till 25.09.2020, at a monthly remuneration of Rs.1,00,000/- (Rupees One Lakh only)

plus perquisites and other allowances as per the policies of the company.”

“FURTHER RESOLVED THAT in the event of adequacy of profits during the tenure of Shri

Rajendrakumar S. Gudagunti is paid the remuneration as per Section I of Part II of Schedule V

of the Companies Act, 2013.”

“FURTHER RESOLVED THAT the Shri Jagadeesh S. Gudagunti, CMD or Shri Rajendrakumar S.

Gudagunti, ED(Cane) be and are hereby authorized to do and perform all such acts, deeds and

things as may be necessary desirable and appropriate to give effect to this resolution and

make appropriate filings with the Registrar of Companies Bengaluru Karnataka.”

6. To appoint Shri Dharmalingayya J. Gudagunti (DIN 00801770) as a “Executive Director

(Admn)”and to approve remuneration fixed by Board of Directors.

To consider and if thought fit to pass, with or without modification(s), the following

resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 Part II of Schedule

V and other applicable provisions, if any, of the Companies Act, 2013 or any amendments(s)

or modification(s) thereof and on the recommendation and approval of Nomination and

Remuneration Committee, the consent of the members be and is hereby accorded for the

appointment of Shri Dharmalingayya J. Gudagunti, as a “Whole Time Director” to be designed

as “Executive Director (Admn)” with effect from 26.09.2017 for a period of three calendar

years that is till 25.09.2020, at a monthly remuneration of Rs.1,00,000/- (Rupees One Lakh

only) plus perquisites and other allowances as per the policies of the company.”

“FURTHER RESOLVED THAT in the event of adequacy of profits during the tenure of Shri

Dharmalingayya J. Gudagunti, as a Executive Director is paid the remuneration as per Section

I of Part II of Schedule V of the Companies Act, 2013.”

“FURTHER RESOLVED THAT the Shri Jagadeesh S. Gudagunti, CMD or Shri Rajendrakumar S.

Gudagunti, ED (Cane) be and are hereby authorized to do and perform all such acts, deeds

and things as may be necessary desirable and appropriate to give effect to this resolution and

make appropriate filings with the Registrar of Companies Bengaluru Karnataka.”

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7. To appoint Shri Suresh P.Hiremath as an“Independent Director” of the company for the

period of one year with effect from 26.09.2017 till the conclusion of 23rd Annual General

Meeting.


resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and any other

applicable provisions of the Companies Act, 2013 and Rules made thereunder, read with

Schedule IV to the Companies Act, 2013,Shri S.P.Hiremath, (DIN-02112813) be and is hereby

appointed as an Independent Director to hold office for a period of one year i.e. from

26.09.2017till the conclusion 23rdAnnual General Meeting.

“FURTHER RESOLVED THAT the Shri Jagadeesh S. Gudagunti, CMD or Shri Rajendrakumar

S. Gudagunti ED (Cane) be and are hereby authorized to do and perform all such acts, deeds

and things as may be necessary desirable and appropriate to give effect to this resolution

and make appropriate filings with the Registrar of Companies Bengaluru Karnataka.”

8. To consider confirm and ratification of remuneration to Cost Auditors for the F.Y.2017-

18.


resolution as an ordinary resolution.

“RESOLVED THAT, pursuant to the provisions of Section 148 of the Companies Act, 2013 and

Rule 14 of the Companies (Audit and Auditors) Rules 2014 and all other applicable provisions

(including any statutory modification(s) or re-enactment thereof, for the time being in

force), the remuneration of Rs.1,00,000/- payable to Shri Sanjay K. Tikare, Cost Auditors

appointed by the Board of Directors be and is hereby ratified for to conduct the audit of the

cost records of the company for the financial year ending 31st March 2018.”

“FURTHER RESOLVED THAT the Shri Jagadeesh S. Gudagunti, CMD or Shri Rajendrakumar

S. Gudagunti, ED (Cane) be and are hereby authorized to do and perform all such acts, deeds

and things as may be necessary desirable and appropriate to give effect to this resolution

and make appropriate filings with the Registrar of Companies Bengaluru Karnataka.”

Place : Siddapur

Date : 04-08-2017 By Order of the Board of Directors

For Shri Prabhulingeshwar Sugars

and Chemicals Limited

Sd/-

Jagadeesh S. Gudagunti

Chairman & Managing Director

(DIN-00464873)

CIN : U85110KA1995PLC017861

Registered Office & Factory :

Siddapur Tq. Jamkhandi Dt. Bagalkot

Tel .: 08353 - 238004, 238200

Fax : 08353-238164, 238166

E-mail : [email protected]

Website : www.prabhusugar.com

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NOTES

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to

attend and vote instead of himself and such proxy need not be a member of the company.

Proxies, in order to be effective, the member should sign and send the proxy authorization

letter to registered office of the company not less than forty eight (48) hours before the

commencement of the meeting.

2. Members desirous of obtaining any information concerning the accounts and operations of

the company are requested to send their queries to the company at least seven (7) days

before the date of the meeting, to enable the management to keep the full information

ready.

3. Members are requested to:

a) Inform the change of address if any, immediately to the company.

b) Quote their folio number in all correspondences with the company.

c) Bring the copy of Annual Report for attending the meeting.

4. The Register of members and Share Transfer Books of the company closed on 16.08.2017(Book

Closure Date). For e-voting at AGM, cut-off date is 16.09.2017.

5. Ministry of Corporate Affairs (MCA), New Delhi has introduced E-Notice, hence members

who desire to receive E-Notice are requested to intimate their E-mail ID’s by mentioning in

the register maintained at registered office or by sending request mail to the company’s

mail ID [email protected].

6. Corporate members are requested to send a duly certified copy of the Board resolution,

authorizing their representative to attend and vote at the AGM.

7. Members holding shares in single name and physical form are advised to make nomination in

respect of their shareholding in the Company. The nomination forms SH-13 & SH-14 are

attached along with this annual report.

8. Notice of the 22nd Annual General Meeting along with the Annual Report 2017 of the Company

is being sent to all the members in the electronic mode, whose E-mail address are registered

with the Company, unless any member has requested for a hard copy of the same and for

members who have not registered their email address, physical copy of above documents is

being sent.

9. All documents referred to in the accompanying Notice and the Explanatory Statement shall

be open for inspection at the Registered Office of the Company during normal business hours

on all working days except holidays.

10. E-voting Procedures & Instructions:

Remote e-voting: In compliance with the provisions of Section 108 of the Companies Act,

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2013, read with Rule 20 of the Companies (Management and Administration) Rules,

2014, as amended, the Members are provided with the facility to cast their vote

electronically, through the e-voting services provided by Karvy Computershare Private

Limited (Karvy) on all resolutions set forth in this Notice, from a place other than the

venue of the Meeting (Remote e-voting).

I. (A) In case a Member receives an email from Karvy [for Members whose email IDs

are registered with the Company/Depository Participants (s)]:

i. Launch internet browser by typing the URL: https://evoting.karvy.com.

ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID

will be EVEN (E-Voting Event Number) xxxx followed by folio number. In case of Demat

account, User ID will be your DP ID and Client ID. However, if you are already registered

with Karvy for e-voting, you can use your existing User ID and password for casting your

vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. You will now reach password change Menu wherein you are required to mandatorily

change your password. The new password shall comprise of minimum 8 characters with

at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a

special character (@,#,$, etc.,). The system will prompt you to change your password

and update your contact details like mobile number, email ID etc. on first login. You may

also enter a secret question and answer of your choice to retrieve your password in case

you forget it. It is strongly recommended that you do not share your password with any

other person and that you take utmost care to keep your password confidential.

v. You need to login again with the new credentials.

vi. On successful login, the system will prompt you to select the “EVENT” i.e., 'Name of the

Company”

vii. On the voting page, enter the number of shares (which represents the number of votes)

as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter

any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST”

taken together shall not exceed your total shareholding as mentioned herein above. You

may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or

“AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under

either head.

viii. Members holding multiple folios/demat accounts shall choose the voting process separately

for each folio/demat accounts.

ix. Voting has to be done for each item of the notice separately. In case you do not desire to

cast your vote on any specific item, it will be treated as abstained.

x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify.

Once you have voted on the resolution (s), you will not be allowed to modify your vote.

During the voting period, Members can login any number of times till they have voted on

the Resolution(s).

xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also

required to send scanned certified true copy (PDF Format) of the Board Resolution/

Authority Letter etc., together with attested specimen signature(s) of the duly authorised

representative(s), to the Scrutinizer at [email protected] a copy

marked to [email protected]. The scanned image of the above mentioned documents

should be in the naming format “ CorporateName_Event No.”

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(B) In case of Members receiving physical copy of Notice [for Members whose email IDs

are not registered with the Company/Depository Participants (s)]:

i. E-Voting Event Number – XXXX (EVEN), User ID and Password is provided in the Attendance Slip

/ Last page of Annual Report.

II. Voting at AGM : The Members, who have not cast their vote through Remote e-voting can

exercise their voting rights at the AGM. The Company will make necessary arrangements in

this regard at the AGM Venue. The facility for voting through electronic voting system ('Insta

Poll') shall be made available at the Meeting. Members who have already cast their votes by

Remote e-voting are eligible to attend the Meeting; however those Members are not entitled to

cast their vote again in the Meeting.

A Member can opt for only single mode of voting i.e. through Remote e-voting or voting at the

AGM. If a Member casts votes by both modes then voting done through Remote e-voting shall

prevail and vote at the AGM shall be treated as invalid.

III. Other Instructions

a. In case of any query and/or grievance, in respect of voting by electronic means, Members may

refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at

the download section of https://evoting.karvy.com (Karvy Website) or contact Mr. S.V. Raju,

Deputy General Manager, Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot

31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at

[email protected] or phone no. 040 – 6716 1569 or call Karvy's toll free No. 1-800-34-54-001

for any further clarifications.

b. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

c. The remote e-voting period commences on 19.09.2017 ( 9.00A.M. IST) and ends on 25.09.2017

(5.00 P.M.IST). During this period, Members of the Company, holding shares either in physical

form or in dematerialized form, as on the cut-off date of 16.09.2017, may cast their votes

electronically. A person who is not a Member as on the cut-off date should treat this Notice for

information purposes only. The remote e-voting module shall be disabled for voting thereafter.

Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to

change it subsequently.

d. The voting rights of Members shall be in proportion to their share of the paid up equity share

capital of the Company as on the cut-off date i.e. 16.09.2017.

e. In case a person has become a Member of the Company after dispatch of AGM Notice but on or

before the cut-off date for E-voting i.e., 16.09.2017, he/she may obtain the User ID and Password

in the manner as mentioned below :

1. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member

may send SMS: MYEPWD <space> E-Voting Event Number+Folio No. or DP ID Client ID to

9212993399

Example for NSDL:

MYEPWD <SPACE> IN12345612345678

Example for CDSL:

MYEPWD <SPACE> 1402345612345678

Example for Physical:

MYEPWD <SPACE> XXXX1234567890

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2. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client

ID, then on the home page of https://evoting.karvy.com, the member may click “Forgot Password”

and enter Folio No. or DP ID Client ID and PAN to generate a password.

3. Member may call Karvy's toll free number 1800-3454-001.

4. Member may send an e-mail request to [email protected]. However, Karvy shall endeavour

to send User ID and Password to those new Members whose mail ids are available.

IV. Procedure and instructions for web check-in/attendance registration

Web Check- in / Attendance Registration : Members are requested to tender their attendance

slips at the registration counters at the venue of the AGM and seek registration before entering

the meeting hall. Alternatively, to facilitate hassle free and quick registration/entry at the venue

of the AGM, the Company has provided a Web-Check in facility through Karvy's website. Web

Check-in on the Karvy's website enables the Members to register attendance online in advance

and generate Attendance Slip without going through the registration formalities at the registration

counters.

Procedure of Web Check-in is as under :

a. Log on to https://karisma.karvy.com and click on “Web Checkin for General Meetings (AGM/

EGM/CCM)”.

b. Select the name of the company :

c. Pass through the security credentials viz., DP ID/Client ID/Folio no. entry, PAN No & “CAPTCHA”

as directed by the system and click on the submission button.

d. The system will validate the credentials. Then click on the “Generate my attendance slip” button

that appears on the screen.

e. The attendance slip in PDF format will appear on the screen. Select the “PRINT” option for

direct printing or download and save for the printing.

f. A separate counter will be available for the online registered Members at the AGM Venue for

faster and hassle free entry and to avoid standing in the queue.

g. After registration, a copy will be returned to the Member.

h. The Web Check-in (Online Registration facility) is available for AGM during e-voting Period only

i.e., 19.07.2017 (9.00 A.M. IST) to 25.09.2017 (5.00 P.M. IST).

i. The Members are requested to carry their valid photo identity along with the above attendance

slip for verification purpose.

Place : Siddapur




Sd/-



(DIN-00464873)

CIN : U85110KA1995PLC017861



Tel .: 08353 - 238004, 238200

Fax : 08353-238164, 238166



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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT(Pursuant to Section 102 of the Companies Act, 2013)

Item No.5 :

To appoint Shri Rajendrakumar S. Gudagunti, as a “Executive Director (Cane)” and torevise his remuneration.

• Date of Birth : 01/06/1959

• Qualification : SI, LSGD.

The Board of Directors of the company, on recommendation of the Nomination andRemuneration Committee, at its meeting held on 27.07.2017 re-appointed Shri RajendrakumarShivayya Gudagunti as an Executive Director (Cane) with effect from 26.09.2017 to 25.09.2020for a period of three years in accordance with provisions of Section 196,197,198,203 readwith part II of Schedule V and other applicable provisions, if any, of the Companies Act,2013 or any amendment(s) or modification(s) thereof under theArticle of Association of theCompany. Shri Rajendrakumar S.Gudagunti, attended 6 Board meeting.

The Board of Directors on the recommendation and approval of the remuneration committeeand subject to consent and approval of the members in the General Meeting, appointed ShriRajendrakumar S.Gudagunti, as a whole time director to be designated as'Executive Director(Cane)' for the period of three yearsi.e 26.09.2017 to 25.09.2020 at a monthly remunerationof Rs.1,00,000/- (Rupees One Lakh only) plus perquisites and other allowances which thecompany is entitled to pay. Accordingly a resolution for ratification and consent is placed asa special resolution in this regard.

Shri Jagadeesh S. Gudagunti, Shri Rajendrakumar S. Gudagunti, Shri Dharmalingayya J.Gudagunti, Shri Sudheer S. Gudagunti and Shri Sateesh S. Gudagunti are concerned or deemedto be interested in the resolution.

• Directorship in other Companies:“Director” in “Gudagunti Projects Engineers PrivateLimited”.

• Membership in other Board Committee:

1. Stakeholders Relationship Committee – Member of the Committee

2. Share Transfer Committee – Chairman of the Committee

• Shareholding as on 31.03.2017: 10,36,334 Equity Shares

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“Information as per Schedule V of the Companies Act, 2013”

I. General Information:

1. Nature of Industry

The company is engaged in the business of manufacturing sugar and generation of power.

2. Date of Expected / Date of Commencement of Commercial production

The commercial production was started during the year 1999-2000.

3. In case of new companies, expected date of commencement of activities

as per project approved by financial institutions appearing in the

prospectus.

---Existing Company - Not Applicable---

4. Financial performance based on given indicators

a. Turnover - Rs.35,048.50 Lakhs

b. Cost of Sales - Rs.29,605.79 Lakhs

c. Operating Profit - Rs.5,462.83 Lakhs

d. Earning Per Share - Rs.0.92

e. Share Capital - Rs.4,661.86 Lakhs

f. Net-worth - Rs.4,000.37 Lakhs

g. Profit for the year (After Tax) - Rs.426.76 Lakhs

5. Foreign investment or collaborations if any

There is no Foreign collaboration

II. Information about the Appointee :

1. Background Details, Job Profile and his suitability:

Expertise in Specific functional areas:

Shri Rajendrakumar S. Gudagunti, is an expert in analysis of cane procurement,development and promotion activities etc., having 25 years experience in canedevelopment, procurement and promotional activities. He has widely travelled aroundIndia and abroad for growth of sugar industry.

Shri Rajendrakumar S. Gudagunti, core promoter of Shri Prabhulingeshwar Sugars andChemicals Limited and having vast knowledge in cane department. Company built and gainsfrom 2500 TCD 12000 TCD and power generation from 18.50 MW to 41.50 MW. Now itbecomes one of the best and effective sugar mill and Co-generation unit among the NorthKarnataka region.

2. Past Remuneration:

Rs.70,000/-(Rupees Seventythousand Only) plus perquisites and other allowances.

3. Recognition / Awards:

In his regular guidance Company has received the awards as below:

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• “First Prize in Best Safe Power Boiler” by Karnataka State Safety Institute, Departmentof Factories, Boilers, Industrial Saftey and Health, Bengaluru for the year 2016-17.

• “Life Time Achievement Award” by Sugar Technologists Association of India (STAI),New Delhi.(Season 2015-16)

• “Best Performing Sugar Factory” in South India – given by SISSTA, Chennai at Hyderabad.

• “Best Sugarcane Development Award 1st Prize” for the season 2009-10 in Karnataka –given by SISSTA at Chennai.

• “Best Co-generation Platinum Award” (Season 2013-14) given by SISSTA at Visakhapatnam(A.P.)

4. Remuneration proposed:

Rs.1,00,000/-Per month(Rupees One Lakh only) plus perquisites and other allowanceswhich the Company is entitled to pay for next three years till 25.09.2020.

5. Comparative Remuneration profile in respect of industry, size of the Company profileof the position and person (in case of expatriates the relevant details would bewith respect to the country of his origin.)

---Not Applicable---

6. Pecuniary relationship directly / indirectly with the Company or relationship withmanagerial personnel, if any

The following is the relationship (Share Holding Pattern) Directly / Indirectly holdingequity shares, such as..

• Shri Rajendrakumar S. Gudagunti - 10,36,334 Equity Shares

• Shri Jagadeesh S. Gudagunti - 1,26,26,666 Equity Shares

• Shri Sudheer S. Gudagunti - 8,79,134 Equity Shares

• Shri Sateesh S. Gudagunti - 9,56,035 Equity Shares

• Shri Dharmalingayya J. Gudagunti - 11,24,000 Equity Shares

• Through M/s. Siddapur Distilleries Ltd. - 91,91,800 Equity Shares

III. Other Information

1. Reasons for inadequacy of profits

• Increased cost of sugar cane price

• Underutilization of capacity

• Lower sugar crop days

• Lower sugar recovery Percentage

2. Steps taken or proposed to be taken for improvement

• Cane development activities to ensure regular supply of sugar cane with highrecovery percentage.

• Efficient plant utilization.

• Reduction of cost of production.

• Entering future markets to use market driven benefits

• Export Arrangements for Sugar/raw sugar.

• Reducing interest burden by managing working capital

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3. Expected increase in productivity and profits in measurable terms

• Crushing - 11,70,000 Mts

• Expected Recovery in % - 10.70 %

• Expected Crop Days - 117 Days

• Turnover - Rs.38,743.20 Lakhs

• Cost of Sales - Rs.33,073.76 Lakhs

• Operating Profit/Loss - Rs.5,091.99 Lakhs

• Earnings Per Share - Rs.1.09

• Share Capital - Rs.4,661.86 Lakhs

• Net worth - Rs.4,509.57 Lakhs

Item No.6 :

To appoint Shri Dharmalingayya J. Gudagunti, as a “Executive Director (Administraiton)”and to approve remuneration as recommended by Board of Directors

• Date of Birth : 06.02.1982

• Qualification : B.E.(Mechanical)

The Board of Directors of the company, subject to recommendation of the Nomination andRemuneration Committee, at its meeting held on 27.07.2017 re-appointed Shri DharmalingayyaJagadeesh Gudagunti as whole time directors to be designted Executive Director(Administration) with effect from 26.09.2017 to 25.09.2020 for a period of three years inaccordance with provisions of Section 196,197,198,203 read with part II of Schedule V andother applicable provisions, if any, of the Companies Act, 2013 or any amendment(s) ormodification(s) thereof under the Article of Association of the Company. Shri DharmalingayyaJagadeesh Gudagunti, attended 6 Board meeting.

The Board of Directors on the recommendation and approval of the remuneration committeeand subject to consent and approval of the members in the General Meeting, appointedShri Dharmalingayya Jagadeesh Gudagunti, as whole time director to be designated asExecutive Director (Administration) for the period of three years i.e 26.09.2017 to 25.09.2020at a monthly remuneration of Rs.1,00,000/- (Rupees One Lakh only) plus perquisites andother allowances which the company is entitled to pay. Accordingly a resolution for ratificationand consent is placed as a special resolution in this regard.

Shri Jagadeesh S. Gudagunti, Shri Rajendrakumar S. Gudagunti, Shri Sudheer S. Gudagunti,Shri Sateesh S. Gudagunti and Shri Dharmalingayya J. Gudagunti are concerned or deemedto be interested in the resolution.

• Directorship in other Companies : “Additional Director” in “Extract Engineers (India)Private Limited.

• Membership in other Board Committee : NIL

• Shareholding as on 31.03.2017 : 11,24,000 Equity Shares

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“Information as per Schedule V of the Companies Act, 2013”

I. General Information:

1. Nature of IndustryThe company is engaged in the business of manufacturing of sugar & generation ofpower.

2. Date of Expected / Date of Commencement of Commercial productionThe commercial production was started during the year 1999-2000.

3. In case of new companies, expected date of commencement of activities as perproject approved by financial institutions appearing in the prospectus.

---Existing Company - Not Applicable---

4. Financial performance based on given indicators

a. Turnover - Rs.35,048.50 Lakhs

b. Cost of Sales - Rs.29,605.79 Lakhs

c. Operating Profit - Rs.5,462.83 Lakhs

d. Earning Per Share - Rs.0.92

e. Share Capital - Rs.4,661.86 Lakhs

f. Net-worth - Rs.4,000.37 Lakhs

g. Profit for the year (After Tax) - Rs.426.76 Lakhs

5. Foreign investment or collaborations if any

There is no Foreign collaboration

II. Information about the Appointee

1. Background Details, Job Profile and his suitability:

Expertise in Specific functional areas:

Shri Dharmalingayya J. Gudagunti is an engineering graduate and having wide knowledge inSAP information technology and sugar mill machinery manufacturing and also closely associatedwith the working of sugar mills in India. He has 11 years of experience in the areas ofEngineering, Instrumentation, software developments and Corporate Affairs across diverseindustries including Automobiles. Prior to joining the Company, Shri Dharmalingayya J.Gudagunti worked as Managing Director of Extract Engineering Works Private Limited,Dharwad and Extract Engineers (India) Private Limited, Ahmednagar. He has appointed asOrdinary Director in the year 2015.

2. Past Remuneration : Not Applicable

3. Recognition / Awards :

Company has received the awards as below:

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• “First Prize in Best Safe Power Boiler” by Karnataka State Safety Institute,Department of Factories, Boilers, Industrial Saftey and Health, Bengaluru forthe year 2016-17.

• “Life Time Achievement Award” by Sugar Technologists Association of India(STAI), New Delhi.(Season 2015-16).

4. Remuneration proposed:

Rs.1,00,000/-Per month (Rupees One Lakh only) plus perquisites and other allowances asper policies of the company for next three years till 25.09.2020.

5. Comparative Remuneration profile in respect of industry, size of the Company profileof the position and person (in case of expatriates the relevant details would be withrespect to the country of his origin.)

---Not Applicable---

6. Pecuniary relationship directly / indirectly with the Company or relationship withmanagerial personnel, if any

The following is the relationship (Share Holding Pattern) Directly / Indirectly holdingequity shares, such as..

• Shri Dharmalingayya J. Gudagunti - 11,24,000 Equity Shares

• Shri Jagadeesh S. Gudagunti - 1,26,26,666 Equity Shares

• Shri Rajendrakumar S. Gudagunti - 10,36,334 Equity Shares

• Shri Sudheer S. Gudagunti - 8,79,134 Equity Shares

• Shri Sateesh S. Gudagunti - 9,56,035 Equity Shares

• Through M/s. Siddapur Distilleries Ltd. - 91,91,800 Equity Shares

III. Other Information

1. Reasons for inadequacy of profits

• Increased cost of sugar cane price

• Underutilization of capacity

• Lower sugar crop days

• Lower recovery Percentage

2. Steps taken or proposed to be taken for improvement

• Cane development activities to ensure regular supply of sugar cane with highrecovery percentage.

• Efficient plant utilization.

• Reduction of cost of production.

• Entering future markets to use market driven benefits

• Export Arrangements for Sugar/raw sugar.

• Reducing interest burden by managing working capital

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3. Expected increase in productivity and profits in measurable terms

• Crushing - 11,70,000 Mts

• Expected Recovery in % - 10.70 %

• Expected Crop Days - 117 Days

• Turnover - Rs.38,743.20 Lakhs

• Cost of Sales - Rs.33,073.76 Lakhs

• Operating Profit/Loss - Rs.5,091.99 Lakhs

• Earnings Per Share - Rs.1.09

• Share Capital - Rs.4,661.86 Lakhs

• Net worth - Rs.4,509.57 Lakhs

Item No.7 :

To Appoint Shri Suresh P. Hiremath, (DIN-02112813) as an “Independent Director” ofthe company for the period of one year with effect from 26.09.2017 till the conclusionof 23rd Annual General Meeting.

• Date of Birth : 10.04.1945

• Qualification : B.sc (Agri)

Pursuant to provisions of Section 160 of the Companies Act, 2013 the company has receivednotice in writing from a member along with deposit of Rs.1,00,000/- (One Lakhs Rupeesonly) proposing the candidature of Shri S.P.Hiremath for the office of independent directorto be appointed as such, under the provisions of Section 149 of the Companies Act, 2013.

The company has received from Shri S.P. Hiremath(i) consent in writing to act as directorin Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors)Rule, 2014. (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualificationof Directors) Rules, 2014 to the effect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act 2013 and (iii) a declaration to the effect that he meetsthe criteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013.

The resolution seeks the approval of members for the appointment of Shri S.P.Hiremath anIndependent Director of the Company up-to the conclusion of 23rd Annual General Meetingpursuant to Section 149 and other applicable provisions of the Companies Act 2013 and theRules made thereunder and he is not liable to retire by rotation.

In the opinion of the Board of Directors, Shri S.P. Hiremath, the independent directorproposed to be appointed, fulfills the conditions specified in the Companies Act, 2013 andRules made there under and he is independent from the management. A copy of the letterfor the appointment of Shri S.P. Hiremath as an independent director setting out the termsand conditions is available for inspection without any fee by the members at the Company'sregistered office during normal business hours on working days up to the date of the AGM.

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No director, key managerial personal of their relatives, except Shri S.P. Hiremath, towhom the resolution relates, is interested or concerned in the resolution.

• Expertise in Specific functional areas:

Shri Suresh P. Hiremath having vast and well qualified, experienced in fileds like Agriculture,Sugar industry and retired as “Assistant Director” of “Agriculture in Karnataka State AgricultureDepartment” Dharwad.Now, he is eligible to become “Independent Director” and notcovered under director retire by rotation.

He had experience as “Director” in “Shri Prabhulingeshwar Souhard Credit Co-operativeLimited” since from inception of Souhardha and now, he is elected as “Vice Chiarman” of“Shri Prabhulingeshwar Souhard Credit Co-operative Limited. (SPSCCL)”.

They travelled to Australia and surround the city and observed situation of economic,social and cultural activities around city of Australia.

• Directorship in other Companies : He is Managing Director in “Hiremath AgroTrading Private Limited”.

• Membership in other Board Committee : NIL

• Shareholding as on 31.03.2017 : 26,000 Equity Shares

Annexure to the Notice dated 04.08.2017 – Details of Directors seeking Appoinmentand Re-appointment at AGM.

Particulars Shri R.S. Gudagunti Shri D.J. Gudagunti Shri S.P. Hiremath

Director

Identification

Number (DIN)

00464952 00801770 02112813

Date of Birth 01-06-1959 06-02-1982 10-04-1945

Date of Appoint-

ment16-04-1999 12-02-2015 26-09-2017

Qualification SI, LSGD B.E. (Mech) B.Sc. (Agri)

Expertise in

Specific func-tional areas

He is an expert in

analysis of cane

procurement, develop-

ment and promotion

activities etc, having

25 years experience in

cane development,

procurement and

promotional activities.

He is an engineering

graduate and having

wide knowledge in

SAP information tech-

nology and sugar mill

manchinery manufac-

turing and also closely

associated with the

working of sugar mills

in india.

He is having vast and

well qualified, experi-

enced in fields like

Agriculture, Sugar

industry and retired as

“Assistant Director” of

“Agriculture in

Karnataka State Agri-

culture Department”

Dharwad.

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Directorships

held in other

Companies

M/s. Gudagunti Project

Engineers Pvt. Ltd.,

M/s. Extract Engineers

(India) Pvt. Ltd.,

Managing Director in

“Hiremath Agro Trading

Private Limited”

Memberships /

Chairmanships

of statutory

committees

across compa-

nies

Stakeholders Relation-

ship Committee

NIL NIL

No. of shares

held in the com-

pany

10, 36, 334 Equity

shares

11, 24, 000 Equity

shares

26, 000 Equity shares

Item No.8 :

Confirmation of Remuneration to Cost Auditors for the F.Y. 2016-17.

The Board, on the recommendation of the Audit Committee, had approved the appointmentand remuneration of M/s. S.K.Tikare & Co., Cost Accountants (M.No.020794) (FRN.101039)as the Cost Auditors to conduct the audit of the cost records of the Company relating toSugar and Electricity for the financial year ending March 31, 2018 at a remuneration ofRs.1,00,000/-(Rupees One Lakhs only) per annum for FY 2017-18.

In accordance with the provisions of Section 148 of the Act, read with the Companies(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to beratified by the shareholders of the Company at the ensuing 22nd A.G.M. Accordingly, consentof the members is sought for passing an Ordinary Resolution as set out at Item No 8 of theNotice for ratification of the remuneration payable to the Cost Auditors for the financialyear ending March 31, 2018.

None of the Directors / Key Managerial Personnel of the Company/ their relatives is, in anyway, concerned or interested, financially or otherwise, in the resolution set out at ItemNo.8 of the Notice. The Board recommends for the ordinary Resolution set-out at Item No.8of the Notice for approval by shareholders.

Place : Siddapur




Sd/-



(DIN-00464873)

CIN : U85110KA1995PLC017861



Tel .: 08353 - 238004, 238200

Fax : 08353-238164, 238166



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To,

The Members,

Shri Prabhulingeshwar Sugars and Chemicals Limited

The Directors hereby present the Twenty Second Annual Report of your

Company on the business and operations for the year ended March 31, 2017.

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY :

OPERATING RESULTS : (Rs. In Lakhs)

35,048.50

29,605.79

5,462.83

3,825.38

1,210.69

426.76

(1,324.00)

(917.58)

0.92

4,661.86

4,000.62

No. Particulars 2016-17

1

2

3

4

5

6

7

8

9

10

11

Turnover

Cost of Sales

Operating Profit

Interest

Depreciation

Net Profit After Tax (Loss)

Balance of Profit brought forward from the previous year

Balance carried to Balance Sheet

Earnings Per Share (Rs.)

Share Capital

Net Worth

PRODUCTION PERFORMANCE FOR THE YEAR 2016-17 & 2015-16

A) SUGAR DIVISION: (Season-wise) :


1

2

3

4

Sugarcane Crushed

Sugar Produced

Recovery (%)

Export of Sugar

BOARD’S REPORT

6,29,854.016 M. Tons

6,34,050 Qtls.

10.07%

- NIL -

2015-16

40,626.30

36,245.67

4,380.63

2,983.13

1,167.18

230.32

(1,555.00)

(1,324.22)

0.49

4,661.86

3,573.62

10,31,249 M. Tons

11,56,800 Qtls.

11.22%

2,43,000 Qtls.

2015-16

B) SUGAR DIVISION: (Financial year) :


1

2

3

4

Sugarcane Crushed

Sugar Produced

Recovery (%)

Export of Sugar

6,29,854.016 M. Tons

6,34,050 Qtls.

10.07%

- NIL -

12,07,556.393 M. Tons

13,69,200 Qtls.

11.34%

3,32,625 Qtls.

2015-16

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2. INDUSTRIAL SCENARIO :

Sugar Industry :

In India there are about 720+ sugar factories having sugar production capacity about 310Lakh Tons per year. India is a biggest consumer of sugar which requires nearly 240 Lakh Tonsper year for domestic consumption; excess will be around 70 Lakh MT per year.

Sugar industry is an agro based industry, facing one or the other cyclic problems. India hassufficient sugar factories to crush cane cultivated by farmers and also to meet domesticdemand as well and possible to export sugar every year. I mean to say that, no moreadditional sugar factories are required for further period of at least 15 years, because somany new factories have come-up and existing factories have also increased their crushingcapacity.

Before start of every crushing season struggle between factory owners and farmers startsfor cane price fixation, even after knowing Fair & Remunerative Price (FRP) announced byCentral Government. The FRP should be calculated taking into consideration sugar price andprices of by-products, but it is not happening. Some States are having authority to declareState Advisory Price, still it is too bad, because of these factors the factories are suffering.

After our many delegations to Central Government, lastly Government was decided to forma Committee to study the issue and get report. That job was given to Respected Rangarajanji,Ex-Governor of Reserve Bank of India and Advisor to Hon'ble Prime Minister. He and his teamstudied well, visited personally to all States, met all sugar millers and Farmer leaders andcame out with good and practical solution for cane price fixation, i.e., Revenue SharingFormula (RSF). Whatever revenue comes out of total sale of Sugar, Molasses, excess bagasseand Press mud, 70% of it shall be given to farmers against their cane supply up to FactoryGate and balance 30% shall be for factories for their entire expenditure and conversion costfor producing sugar including spares, maintenance, renovation, modernization, Bank loanrepayments, Interest, salaries, staff & workers welfare, chemicals, packing bags, etc.

This formula of RSF has given good relief and this is really practically acceptable proposal.Hence at the first, Government of Karnataka has come forward to implement this one andpassed an ACT as “Karnataka Cane Control Act 2013” and as amended upto 2014. FurtherGovernment of Maharashtra has also introduced this Revenue Sharing Formula Act. In thisformula FRP as declared by Central Government has to be paid as first advance and the finalwill be paid against 70% of sale value of Sugar, Molasses, excess Bagasse, Press mud shall bepaid to farmers by deducting 1st advance (i.e., FRP which was paid as first instalment). Ifthe price determined under Revenue Sharing Formula is more than the FRP, that differencewill be paid by millers. But sometimes happens that due to excess production of sugar thesugar price will come down, then there will be a problem, i.e., FRP is more than RSF. HenceCACP has recommended raising “Sugar Stabilization Fund” (SSF) to bridge the gap, i.e., gap

C) CO-GEN POWER DIVISION : (Financial Year-wise) :

1

2

3

Power Exported (Unit)

Power Avg. Rate (Per Unit)

Total Value

No. Particulars 2016-17 2015-16

3,52,48,500

Rs. 2.30

Rs. 8.10 Crores

6,11,18,750

Rs. 4.06

Rs. 24.83 Crores

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Power :

Sugar industry has been traditionally practicing cogeneration by using bagasse as afuel. With the advancement in the technology for generation and utilization ofsteam at high temperature and pressure, sugar industry can produce electricity andsteam for their own requirements. It can also produce significant surplus electricityfor sale to the grid using same quantity of bagasse. The sale of surplus power generatedthrough optimum cogeneration would help a sugar mill to improve its viability, apartfrom adding to the power generation capacity of the country. It is renewable,widely available, carbon-neutral and has the potential to provide significantemployment in the rural areas.

Power is generated in Sugar Industry by using Bagasse as fuel which is RenewableEnergy. Out of total generation of power 40% will be used for its own and 60% shallbe exportable through KPTCL Grid. Shri Prabhulingeshwar Sugars & Chemicals Limitedshall generate 41.50 MW out of which 16.50 MW used for captive consumption andbalance 25 MW / Hr exported to grid.

Presently we have made Power Purchase Agreement with ESCOM's of Karnataka for aperiod of 5 years and tariff is Rs.3.98 per unit for 12 MW (Plant installed before 2005)and Rs.4.85 per unit for 13 MW (Plant installed after 2012).

3. EXTRACT OF THE ANNUAL RETURN :

In accordance with Section 134(3)(a) of the Companies Act, 2013 extract of theAnnual Return in prescribed format MGT-9 is appended as Annexure-1to the Board'sReport.

4. BOARD MEETING :

During the year the Board of Directors have met six times. The details and attendanceof each director is given below :

between FRP and RSF has to be paid by Central Government from SSF. The Government hasnot yet considered but it is very much required to run the industry smoothly.

FRP, RSF and SSF all these have to be implemented for the viability of the sugar industry.

There must be restriction to farmers to grow only approved variety of cane. Farmersalways see that yield and weight must be more, but they are not bothered about Recoveryand Fibre content. Due to this factories are also suffering financial losses. So as per CaneControl Act, farmers should grow only varieties approved by State Agriculture Universityand sugar factory authorities, which helps both farmers and factories.

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Name

Shri Jagadeesh S. Gudagunti

Shri Rajendrakumar S. Gudagunti

Shri Dharmalingayya .J. Gudagunti

Shri Deval A. Desai

Shri Nagappa G. Sanadi

Shri Sudheer S. Gudagunti

Shri Sateesh S. Gudagunti

Shri Umesh S. Hiremath

Shri Mallappa C. Koti

Smt. Ishwari A. Gudagunti

Shri M. C. Hipparagi

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

06.04.16 06.08.201609.06.16 01.12.2016 07.01.17 23.01.17

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

COMMITTEES OF THE BOARD :

The company has following committees of the Board. The details are given below :

Currently the Board has four committees. The composition of the Committees are as perthe applicable provisions of the Companies Act 2013 read with corresponding rules are asfollows :

MembersAudit

Committee

Stakeholders

Relationship

Committee

Share

Transfer

Committee

Chairman of

the

Committee

NRCommittee

Shri Deval A. Desai





Shri R. S. Gudagunti

-

Yes

-

Yes

Yes

-

-

-

-

Yes

Yes

-

Yes

-

Yes

-

-

Yes

-

-

-

Yes

Yes

Yes

-

-

-

Audit

Committee

NR

Committee

Stake holders

Committee &

Share Trans-

fer Commit-

tee

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MEETINGS OF THE COMMITTEES :

1.Audit Committee :

During the year the Audit Committee has met four times. The Details and attendance ofeach director is given below :

2.Nomination and Remuneration Committee :

During the year the Nomination and Remuneration Committee has two times. Thedetails and attendance of each director is given below:

3.Stakeholders Relationship Committee :

During the year there were no requirements of meeting of this committee.

4.Share Transfer Committee :

During the year Share Transfer Committee has met five times. The details and attedanceof each director is given below :

4. a) Directors :

The composition of the Board of Directors and changes in the composition of the Boardof Directors are reported as under:

Members 05/08/2016 15/12/2016 Shri M.C.Koti YES NA Shri U.S.Hiremath YES YES Shri N.G.Sanadi YES - Shri M.C.Hipparagi NA YES Shri D.A.Desai - YES

Members 14/05/16 11/07/16 15/12/16

Shri R.S.Gudagunti YES YES YES

Shri M.C.Koti YES YES NA

Shri U.S.Hiremath YES YES YES

Shri M.C.Hipparagi NA NA YES

Members 06/04/2016 09/06/2016 06/08/2016 23/01/2017

Shri U.S.Hiremath YES YES YES YES

Shri M.C.Koti YES YES YES NA

Shri N.G.Sanadi YES YES YES YES

Shri M.C.Hipparagi NA NA NA YES

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Name DesignationDate of

Appointment

Date of

Resignation



Shri Dharmalingayya .J. Gudagunti


Shri Deval A. Desai



Shri Mallappa C. Koti


Shri Suresh P. Hiremath


Smt. CA Ishwari A. Gudagunti


Executive Director

Director

Executive Director (Admn) & CFO

Director (Non-Executive)




Independent Director





26.09.2013

01.08.2014

12.02.2015

23.01.2017

28.09.2013

27.09.2014

28.09.2014

27.09.2014

27.09.2014

27.09.2014

26.09.2017

06.08.2016

31.03.2015

-

-

-

-

-

-

-

-

06.08.2016

-

-

-

-

S.N.

1

2

3

4

5

6

7

8

9

10

11

12

4. b) Key Managerial Personnel :

S.N Name DesignationDate of

Appointment

Date of

Resignation

1

2

3

Shri Dharmalingayya J. Gudagunti

Shri Mahendra B. Horaginamani

Shri V. Subbu Rathinam

23.01.2017

31.03.2015

04.08.2015

-

-

06.04.2016

Executive Director (Admn) &

C F O

Company Secretary cum

General Manager (F&A)

Chief Financial Officer & EVP

4.c) Directors Retiring by Rotation :

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Sateesh S. Gudagunti and Shri Nagappa G. Sanadi, Directors retire by rotationat the ensuing 22nd Annual General Meeting and being eligible, have offered themselvesfor re-appointment.

4.d) Independent Director :

Shri U.S.Hiremath completes his term as “Independent director” at the 22nd Annual General Meeting. The Board proposes to appoint Shri S.P.Hiremath for a period of 1 year i.e.upto next AGM.

4.e) Declarations Given by Independent Directors :

Both Independent Directors have given their declarations to the effect that they meetthe criteria of independence as laid down under Section 149 (6) of the Companies Act,2013.

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A meeting of Independent Director was held on 27.07.2017.

4.f) Committees of the Board :

Currently, the Board has four Committees. The composition of the Committees, duties,responsibilities and activities, are as per the applicable provisions of the Act andRules,which are as follows:

Name of theCommittee

CompositionHighlights of duties, responsibilities

and activities

Audit Committee Shri U.S.Hiremath – Chair-manShri M.C.Hipparagi – MemberShri N.G.Sanadi – Member

• All the recommendations made by theAudit Committee during the year wereaccepted by the Board.

• The Company has adopted the Whistleblower mechanism for Directors and allemployees to report concerns aboutunethical behaviour, actual or suspectedfraud, or violation of the Company’s Codeof Business Conduct and Ethics. The Whistleblower Policy is appended as Annexure-3 tothe Board’s Report.

Nomination andRemunerationCommittee

Shri M.C.Hipparagi – Chair-manShri U.S.Hiremath – MemberShri D. A. Desai - Member

• The Committee oversees & administersexecutive compensation, operating undera written charterad adopted by the Boardof Directors.

• The Committee has designed andcontinuously reviews the compensationprogramme of WTD & KMP.

• A copy of the policy is appended asAnnexure-2 to the Board’s Report

Stake HoldersRelationshipCommittee

Shri R.S.Gudagunti –Chairman

Shri Deval A. Desai- MemberShri Sudheer S. Gudagunti –Member

• The Committee reviews and ensuresredressal of Investor grievances.

Share TransferCommittee

Shri R.S.Gudagunti –ChairmanShri U.S.Hiremath – MemberShri M.C.Hipparagi – Mem-ber

• The Committee reviews and approvestransfer of shares, transmission of sharesetc.

5. DIRECTORS’ RESPONSIBILITY STATEMENT :

In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013,Directors of the Company hereby declare that, your Directors make the followingstatements.

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a) in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the

profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the assets

of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

6. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS STATED IN SECTION 178(3) OF THE COMPANIES ACT, 2013 :

Your Company has an appropriate mix of Executive and Independent Directors to maintainthe independence of the Board. As on date, the Board consists of ten members, two ofwhom are Executive or whole-time Directors, and two are Independent Directors and onewoman Director. The Board periodically evaluates the need for change in its compositionand size. The policy of the Company on Directors' appointment and remuneration,including criteria for determining qualifications, positive attributes, independence of aDirector and other matters provided under Sub-section (3) of Section 178 of the CompaniesAct, 2013, adopted by the Board, is appended as Annexure-2 to the Board's Report. Weaffirm that the remuneration paid to the Directors is as per the terms.

7. VIGIL MECHANISM (WHISTLE BLOWER POLICY) :

The Company has established a Whistle Blower Policy for Directors and employees to reporttheir genuine concern. The policy is enclosed as Annexure-3

8. SECRETARIAL AUDIT REPORT :

Secretarial Audit report pursuant to Section 204 of the Companies Act, 2013 is enclosed asAnnexure-4

9. EXPLANATION ON QUALIFICATION MADE BY THE :

a) Auditors in their report : NILb) Secretarial auditors in their report : NIL

10.DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE REPORTABLE TO THECENTRAL GOVERNMENT :

- NIL -

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11.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 :

Particulars of loans, guarantees or investments u/s186 are given in the enclosed Annexure-5

12.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188 (1) :

Particulars of contracts or arrangements with related parties referred to in section 188(1)are given in prescribed Form AOC-2 enclosed as Annexure-6.

13.AMOUNT TRANSFERRED TO RESERVES :- NIL -

14.PROPOSED DIVIDEND :- NIL -

15.MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITIONOF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATES AND THE DATE OF THE REPORT :

There are no material changes and commitments, affecting the financial position of theCompany which have occurred between the end of the financial year of the Company towhich the financial statements relates and the date of the report.

16.DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGNEXCHANGE EARNINGS AND OUTGO :

A note on details of Conservation of energy, Technology absorption and Foreign exchangeearnings and out go,is enclosed as Annexure-7.

17.A STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY :

The business and financial risk of the Company are akin to any other Company in the sameline of business. The Company has a robust Enterprise Risk Management frame work toidentify and evaluate business risk opportunities. This framework seeks to create transpar-ency, minimize adverse impact on the business objectives and enhance the Company’s com-petitive advantage. The business risk policy defines the risk management approach acrossthe enterprise at various levels, including documentation and reporting. The model hasdifferent modes that help in identifying risk trends, exposure and potential impact analysisat a Company level and also separately for different business segments. The Company hasidentified various risks and also has mitigation plans for each risk identified.

18.CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The Company is not required to constitute Corporate Social Responsibility (CSR) Committeeand also not required to spend any amount under the Corporate Social Responsibility(CSR)activity under provisions of Section 135 of the Companies Act, 2013.

Even though CSR provisions will not applicable to us, you will appreciate the initiatives takenby your Company, providing the following services to the farmers and the public in our areaof operation.

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• The Company has continued its services like free supply of precious drinking water to thesocial and religious functions organized by the general public, farmers and shareholders inthe area of operation of the Company. To aid this, Company has reserved two new vehiclesto supply of precious drinking water to general public and its shareholders.

The Company also implemented following social welfare measures in the vicinity offactory site.

• Health Camps : To create awareness of the health in the minds of the farmers in andaround villages of the area of the operation of the factory, the company hasorganized the free health check-up camps, collaboration with Shri Tulasigiri DiabeticHospital, Bagalkot and M/s Wanless Mission Hospital, Miraj during the year 2011-12 and 2012-13.

19. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATIONHAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annualperformance evaluation of its own performance, the Directors individually, as well as theevaluation of the working of its Audit, Nomination and Remuneration Committee and issatisfied with the performance of them.

20. INTERNAL FINANCIAL CONTROL :

Adequacy of Internal Financial Control with reference to financial statements:

• The company maintains all its records in tally system with VSI software and the work flowand approvals are routed through this system.

• The company has laid down adequate systems and well-drawn procedures for ensuringinternal financial controls. It has appointed internal auditors for periodically checking andmonitoring the internal control measures.

• Internal audit reports are discussed along-side of management comments and the finalobservation of internal auditor.

• The Board of Directors have adopted various policies like whistle blower policy, developmentand implementation of risk management policy and put in place budgetary control andmonitoring measures for ensuring the orderly and efficient conduct of the business, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracyand completeness of the accounting records and the timely preparation of reliable financialinformation.

21. INFORMATION REQUIRED AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

As the company is an unlisted company provisions of Section 197(12) of the Companies Act,2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable to the company.

22. PUBLIC DEPOSITS :

The company has not accepted any public deposits under Chapter V of the Companies Act,2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the financial year. So,

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details to be given under the Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are : NIL.

23. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES AND JOINT VENTURES :

a) The Company is not subsidiary of any company.

b) The company has no subsidiaries, associates companies or joint ventures in India or abroad.

24. AUDITORS :

M/s. Nataraj & Co., Chartered Accountants, Hubli, who were appointed at the 19th AnnualGeneral Meeting, hold their office as Auditors of the Company till conclusion of 22th AnnualGeneral Meeting. Now the period is completed at 22nd Annual General Meeting. Now on therecommendation of Audit committee the Board proposes to appoint M/s.Chandargi & Co.,Chartered Accountants, as auditors of the company at the ensuing 22nd Annual GeneralMeeting to hold the office for next five years.

25. INTERNAL AUDITORS :

Smt. Prafulla G. Melinamani., Chartered Accountants, have been conducting periodically Audits of all operations of the Company and their findings have been reviewed regularly. YourDirectors note with satisfaction that no material deviations from the prescribed policy andprocedures have been observed.

26. SECRETARIAL AUDITORS :

M/s. Gopalakrishnaraj H.H. &Associates, Company Secretary in practice, Bengaluru havebeen appointed as Secretarial Auditors of the company for the Financial Year 2016-17 asrequired under section 204 of the Companies Act, 2013 and rules thereunder.

27. COST AUDITORS :

The cost audit report for the year ended 31st March 2016given by Shri Hari T. Devadiga, CostAccountant (M.No.22200) was filed on 16.11.2016 vide SRN.G22335756.

M/s.S.K.Tikare & Co., Cost Accountants appointed as “Cost Auditor” of the company relatingto Sugar and Electricity for the financial year 2016-17.In accordance with the provisions ofSection 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out atItem No.8 of the Notice for ratification of the remuneration payable to the Cost Auditors forthe financial year ending 31st March, 2018.

None of the Directors / Key Managerial Personnel of the Company/ their relatives is, in anyway, concerned or interested, financially or otherwise, in the resolution set out at Item No.8of the Notice.

28. UNCLAIMED DIVIDEND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year company has transferred Rs.15,25,677/- (Rupees Fifteen Lakh Twenty FiveThousand Six Hundred Seventy Seven Only) to the Investor Education and Protection Fund(IEPF), being unclaimed / unpaid dividend amount lying in the unpaid dividend account of thecompany since 2009.

29. CORPORATE GOVERNANCE :

Your Company has voluntarily taken steps for implementation of directives of CorporateGovernance to ensure value system of integrity, fairness, transference, accountability and

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adoption of the highest standards of business ethics which are benefit to all stakeholders.

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

During the year the company did not have any woman employee. So, disclosure under thesexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013,does not arise.

31. AWARDS :

We are happy to informing you that, during the year your company has received the followingawards:

• During the year 2016-17 Shri Jagadeesh Gudagunti, C.M.D. awarded “Life Time Achievement Award” from The Sugar Technologists Association of India (STAI), New Delhi.

• State level safety awards for “Best fuel efficient boiler” by Karnataka State Safety institute Govt. of Karnataka.

• “Best Co-generation platinum award” for the Season 2013-14 by South Indian SugarCane and Sugar Technologist Association (SISSTA).

• “Best Co-generation Award 2nd Prize” for the season 2011-12 in Karnataka – given bySISSTA at Chennai.

• “Best Sugarcane Development Award 1st Prize” for the season 2009-10” in Karnataka –given by SISSTA at Chennai.

• “Udyog Ratna” from Institute of Economic Studies, New Delhi.

• “Vanijya Ratna” from Karnataka Chamber of Commerce and Industries, Hubli.

• “International Gold Star Millennium Award” from Indo-Nepal Friendship & Economic Co-operation, Nepal.

• “Best Performing Sugar Factory” in South India – given by SISSTA at Hyderabad.

32. ACKNOWLEDGEMENTS :

The Directors place on record their appreciation of co-operation and continued support extended by its Customers, Shareholders, Investors, Partners, Vendors, Bankers, the Government, and Statutory Authorities for the Company's growth. We thank employees at all levelsacross the Group for their valuable contribution in our progress and look forward to theircontinued support.

Place : Siddapur

Date : 04-08-2017

For and on behalf of the Board of Directors

Sd/-



(DIN-00464873)

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Annexure-1

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31-03-2017

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014.)

1

2

3

4

5

6

7

I. REGISTRATION & OTHER DETAILS :

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contrib uting 10% or more of the total turnover of the company shall be stated)

Sl.No.

1

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl.No.

--NIL--

CIN

Registration Date

Name of the Company

Category / Sub-categoryof the Company

Address of the Registeredoffice & contact details

Whether listed company

Name, Address & contactdetails of the Registrar &Transfer Agent, if any.

U85110KA1995PLC017861

25-05-1995


Indian Non-Government Company.

Siddapur, Tq. Jamkhandi, Dt. Bagalkot (Karnataka State)Ph.: 08353-238004, 238200. Fax : 08353-238164, 238166E-mail : [email protected] : www.prabhusugar.com

No

Not Applicable

Name and Description of mainproducts / service

NIC Code of theProduct / service

% to total turnover of thecompany

Sugar 2060

Name and Address ofthe company CIN / GLN

Holding /Subsidiary /Associates

% ofsharesheld

Applicablesection

97.09

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SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

IV.

(A) Promoters

(1) Indian

a) Individual

b) Central Govt.

c) State Govt(2)

d) Bodies Corpo.

e) Banks / FI

f) Any other

Sub Total (A)(1)

(2) Foreign

a) NRI’s Individuals

b) Other-Individuals

c) Bodies Corporate

d) Banks/FI’s

e) Any other

Sub Total (A)(2)

A=A(1)+A(2)

0

0

0

0

0

0

0

0

0

0

0

0

0

15262641

0

0

0

0

0

15262641

0

0

0

0

0

0

15262641

15262641

0

0

0

0

0

15262641

0

0

0

0

0

0

15262641

32.739

0

0

0

0

0

32.739

0

0

0

0

0

0

32.739

0

0

0

0

0

0

0

0

0

0

0

0

0

0

15632973

0

0

0

0

0

15632973

0

0

0

0

0

0

15632973

15632973

0

0

0

0

0

15632973

0

0

0

0

0

0

15632973

33.534

0

0

0

0

0

33.534

0

0

0

0

0

0

33.534

0.794

0.794

0

0

0

0

0

0

0.794

Category ofShareholders

No. of Shares held at the beginning ofthe year (As on 31/03/2016)

No. of Shares held at the end of theyear (As on 31/03/2017) % Change

during theyearDemat Physical Total % of

TotalShares

Demat Physical Total % ofTotal

Shares

(B) PublicShareholding

1. Institutions

a) Mutual Funds

b) Bank/FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Capital Funds

f) Insurance Companies

g) FIIS

h) Foreign Venture Capital Fundsi) Others(specify)

Sub-total (B)(1) :-

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

9191800

0

0

0

0

0

0

0

0

0

0

9191800

0

0

0

0

0

0

0

0

0

0

19.717

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

9191800

0

0

0

0

0

0

0

0

0

0

9191800

0

0

0

0

0

0

0

0

0

0

19.717

0

0

0

0

0

0

0

0

0

0

0

0

32

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i) Individualshareholdersholding nominalshare capitalupto Rs. 1 lakh

ii) Individualshareholdersholding nominalshare capital inexcess of Rs 1lakh

c) Others(specify)

Sub-total (B)(2) :-

Total PublicShareholding(B)=(B)(1)+(B)(2)

C. Shares heldby Custodian forGDRs & ADRs

Grand Total(A+B+C)

0

0

0

0

0

0

0

15634958

6613003

0

31355954

31355954

0

46618595

33.538

14.185

0

67.261

67.261

0

100.00

0

0

0

0

0

0

0

15541624

6252198

0

30985622

30985622

0

46618595

33.338

13.411

0

66.466

66.466

0

100.00

-0.20

-0.774

0

-0.795

-0.795

0

15634958

6613003

0

31355954

31355954

0

46618595

15541624

6252198

0

30985622

30985622

0

46618595

(ii) Shareholding of Promoters

1

2

3

4

5

6

7

8

9

10

Sri. Jagadeesh S. Gudagunti

Sri. Satish S. Gudagunti

Sri. Rajendrakumar S.Gudagunti

Sri. Sudheer S. Gudagunti

Sri. Nagayya A.Charantimath

Sri. VeerayyaKochalapurmath

Sri. Subodh Vinayak Joshi

Sri. Nagappa G. Sanadi

Sri. Appasaheb R. Patil

Sri. Salleppa B. Babagond

S.No. Shareholder’s Name Shareholding at the beginningof the year (As on 31-03-2016)

No. ofShares

% of totalShares of

thecompany

% of SharesPledged/

encumberedto totalshares

No. ofShares

% of totalShares of

thecompany

% of SharesPledged/

encumberedto total shares

% changein shareholdingduring

the year

1,22,56,334

9,56,035

10,36,334

8,79,134

35,801

0

11,001

77,001

11,001

0

26.291

2.051

2.223

1.886

0.077

0

0.024

0.165

0.024

0

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

12626666

956035

1036334

879134

35801

0

11001

77001

11001

0

27.085

2.051

2.223

1.886

0.077

0

0.024

0.165

0.024

0

0.794

0

0

0

0

0

0

0

0

0

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Shareholding at the end of theyear (As on 31-03-2017)

33

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(iii) Change in Promoter’s Shareholding

Sri. Nagayya A. Charantimath

Beginning of the Year

Changes during the year

End of the year

Sri. Veerayya Kochalapurmath

Beginning of the year


End of the year

Sri. Subodh Vinayak Joshi



End of the year

Sri. Nagappa Gadigappa Sanadi



End of the year

Sri. Appasaheb

Rayagowda Patil



End of the year

5

6

7

8

Transfer

Transfer

Transfer

Transfer

Transfer

35801

0

0

0

11001

0

77001

0

11001

0

35801

0

11001

77001

11001

9

0.077

0

0

0

0.024

0

0.165

0

0.024

0

0.077

0

0.024

0.165

0.024

S.No.

Name of the Promoter Reason

Shareholding at the beginning ofthe year (As on 31-03-2016)

No. of shares% of total

Shares

Cumulative Share holding duringthe year(As on 31-03-2017)

At the beginning of the year

Sri. Jagadeesh S. Gudagunti



End of the year

Sri. Satish S. Gudagunti



End of the year

Shri Rajendrakumar

S. Gudagunti



End of the year




End of the year

1

2

3

4

Transfer

Transfer

Transfer

Transfer

15262641

12256334

370332

956035

0

1036334

0

879134

0

32.739

26.291

0.794

2.051

0

2.223

0

1.886

0

12626666

956035

1036334

879134

27.085

2.051

2.223

1.886

No. ofshares

% of totalShares

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Sri. Salleppa Balappa

Babagond



End of the year

At the end of the year

Transfer

0

00

15632973

0

00

33.534

10

(iv) Shareholding Pattern of top ten Shareholders : (Other than Directors, Promoters & Holders ofGDRs & ADRs) :-

S.No. For Each of the Top 10 Shareholders


No. ofshares

% of totalShares of the

company

Cumulative Share holding during

the year(As on 31-03-2017)

At the beginning of the year

Shri Jagadeesh S. Gudagunti (HUF)

Shri M.I. Ghanakumarmath

Shri Kallinath C Hiremath

Shri Shivayya A. Hiremath

Shri Jagadeesh P. Hiremath

Shri Gangadhar P. Sarangamath

Shri G.I. Ghanakumarmath

Shri Virupakshayya J. Gudagunti

Shri A.M. Jayaprakash

Shri Sudheer S. Gudagunti (HUF)

At the end of the year

1

2

3

4

5

6

7

8

9

10

2020929

306000

243002

220000

205500

177827

192000

182100

180000

177000

137500

2020929

A

No. ofshares

% of total Shares of the

company

4.335

0.656

0.521

0.472

0.441

0.381

0.412

0.391

0.386

0.380

0.295

4.34

306000

243002

220000

205500

174161

192000

182100

180000

177000

137500

2017263

0.656

0.521

0.472

0.441

0.374

0.412

0.391

0.386

0.380

0.295

4.327

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B

S.N. Name of the Top 10 Shareholders Reason

No. of

shares

1 SRI. JAGADEESH S. GUDAGUNTI (H.U.F.)

Beginning of the Year 306000


End of the Year

2 SRI. M.I. GHANAKUMARMATH



End of the Year

3 SRI. KALLINATH C. HIREMATH



End of the Year

4 SRI. SHIVAYYA A. HIREMATH



End of the Year

5 SRI. JAGADEESH P. HIREMATH


Changes during the year Sold 3666

End of the Year

6 SRI. GANGADHAR P. SANANGMATH



End of the Year

SRI. SUDHEER SHIVAYYA GUDAGUNTI (HUF)

Date wise Increase / Decrease in Top 10 Shareholders during the year specifying the reasons for increase /decrease

(e.g. allotment / transfer / bonus/ sweat equity etc):

Shareholding at the beginning

of the year 31-03-2016

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(V) Shareholding of Directors and Key Managerial Personnel :

S.No.

Shareholding of each Directors and eachKey Managerial Personnel


No. ofshares

% of totalShares of the

company


the year (As on 31-03-2017)

Director





Shri N.G. Sanadi

Shr D.A. Desai


Shri M.C. Hipparagi

Key Managerial Personnel (KMP)


Shri D.J. Gudagunti


Shri V. Subburathinam

1

2

3

4

5

6

7

8

1

2

3

4

12256334

1036334

879134

956035

77001

9000

1124000

11000

12256334

1124000

0

0

No. ofshares

% of total Shares of the

company

26.291

2.223

1.886

2.051

0.165

0.019

2.411

0.024

26.291

2.411

0

0

12626666

1036334

879134

956035

77001

9000

1124000

11000

12626666

1124000

0

0

27.085

2.223

1.886

2.051

0.165

0.019

2.411

0.024

27.085

2.411

0

0

Date wise Increase / Decrease in Top 10 Shareholding during the year specifying the reasonsfor Increase / Decrease (e.g. allotment / transfer / bonus / sweat equity etc) :

S.No.

Name of the Top 10 Shareholders Reason


No. of shares% of total

Shares


the year (As on 31-03-2017)

Shri. Jagadeesh S. Gudagunti



End of the year

Shri Rajendrakumar.S. Gudagunti



End of the year




End of the year

Shri Satish S. Gudagunti



End of the year

Shri N.G. Sanadi



End of the year

1

2

3

4

Transfer

12256334

370332

1036334

0

879134

0

956035

0

77001

0

26.291

0.794

2.223

0

1.886

0

2.051

0

0.165

0

12626666

1036334

879134

956035

77001

27.085

2.223

1.886

2.051

0.165

No. ofshares

% of totalShares

5

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Shri D.A. Desai



End of the year




End of the yearSri M. C. Hipparagi



End of the year

Key Managerial Personnel (KMP)

Shri Jagadeesh S. GudaguntiBeginning of the year


End of the year




End of the year

6

7

8

1

Transfer

9000

0

1124000

0

11000

0

12256334

370332

0

0

2

0.019

0

2.411

0

0.024

0

26.291

0.794

0

0

9000

1124000

11000

12626666

0

0.019

2.411

0.024

27.085

0

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but notdue for payment :

Secured Loansexcludingdeposits

UnsecuredLoans Deposits Total

Indebtedness

Indebtedness at the beginning of thefinancial yeari) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during thefinancial year

* Addition

Reduction

Net Change

Indebtedness at the end of thefinancial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

246,47,76,292

--

--

246,47,76,292

206,72,07,179

186,22,20,638

266,97,62,833

--

--

266,97,62,833

8,10,24,020

--

--

8,10,24,020

74,80,22,569

26,37,22,461

56,53,24,128

--

--

56,53,24,128

--

--

--

--

--

--

--

--

--

--

254,58,00,312

--

--

254,58,00,312

281,52,29,748

212,59,43,099

323,50,86,961

--

--

323,50,86,961

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

B. Remuneration to Other Directors :

SN. Particulars of Remuneration Name of MD/WTD/Manager

J.S. GudaguntiC M D

R.S. GudaguntiE D

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-taxAct, 1961

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961

Stock OptionSwear Equity

Commissions % of profitOthers, please specify (Bonus)

Total (A)

Ceiling as per the Act

23

45

9,00,000

0

0

00

00

9,00,000

9,00,000

0

0

00

00

9,00,000

22,00,000

0

0

00

00

22,00,000

Particulars of RemunerationSN. Total AmountName of Directors

Independent Directors

Fee for attending board committeemeetings

CommissionOthers, please specify

Total (1)

1 U.S. Hiremath

5,75,000

0

05,75,000

M.C. Koti

3,35,000

0

03,35,000

11,50,000

0

011,50,000

IshwariA.

Gudagunti

Fee for attendingboard committeemeetings

Commission

Others, please specify

Total(2)

Total (B)=(1+2)

Total ManagerialRemuneraion

Overall Ceiling as per

the Act

2Other Non-Executive

DirectorsD.A.Desai

N.G.Sanadi

SudheerGudagunti

SateeshGudagunti

D.J.Gudagunti

5,05,000

0

0

5,05,000

5,45,000

0

0

5,45,000

5,00,000

0

0

5,00,000

5,00,000

0

0

5,00,000

4,00,000

0

0

4,00,000

5,00,000

0

0

5,00,000

29,50,000

0

0

29,50,000

NIL

NOT APPLICABLE

Total

D.J.GudaguntiE D *

4,00,000

0

0

00

00

4,00,000

TotalAmount

* Shri D. J. Gudagunti, has appointed as “Executive Director (Admn.)” of the company with effect from

dtd.01.12.2016

M.C. Hipparagi

2,40,000

0

02,40,000

39

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*Shri V. Subbu Rathinam was resigned for the post of Chief Financial Officer and Executive Vice President andrelieved from the office of the company with effect from 05-07-2016 after office hours.

** Shri D.J.Gudagunti, was appointed as “Chief Financial Officer” with effect from dtd. 23-01-2017 and to bedesignated as “ Executive Director (Admn) & CFO”.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES : NIL

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD :

SN Particulars of Remuneration Key Managerial Personnel

CS

Mahendra B.H.

CFO*

V. Subbu Rathinam

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961

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

(c) Profits in lieu of salary u/s 17(3)Income- tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

others, specify

Others, (Ex-gratia)

Total

2

3

4

5

13,99,200

0

0

0

0

0

0

0

13,99,200

4,50,000

0

0

0

0

0

0

0

4,50,000

22,49,200

0

0

0

0

0

0

0

22,49,200

TypeSection of theCompanies Act

BriefDescription

Details of Penalty/Punishment/Compoundingfees imposed

Authority(RD/NCLT/

COURT)

Appeal made,if any (give

Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Total

CFO**

D. J. Gudagunti

4,00,000

0

0

0

0

0

0

0

4,00,000

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Annexure-2

NOMINATION AND REMUNERATION POLICY

Our policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a frameworkbased on which our human resources management aligns their recruitment plans for the strategic growth ofthe Company. The Nomination and Remuneration policy is provided herewith pursuant to Section 178(4) of theCompanies Act.

I. PREAMBLE:

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of every public company shallconstitute Nomination and Remuneration Committee.The company already constituted Nomination andRemuneration Committee comprising of two non-executive independent Directors which also meets therequirement of Companies Act 2013.

A Policy is required to be formulated in compliance with section 178 of the companies Act 2013 read alongwith the applicable rules

II. OBJECTIVES:

a) To guide the Board in relation to appointment and removal of Directors and Key Managerial Personneland Senior management.

b) To evaluate the performance of the Board members and submit the necessary reports for furtherevaluation from the Board.

c) To recommend to the Board on Remuneration payable to the Directors and Key Managerial Personneland Senior management.

III. DEFINITIONS :

• “Board” means Board of Directors of the Company.

• “Company” means “Shri Prabhulingeshwar Sugars and Chemicals Limited.”

• “Employees’ Stock Option” means the option given to the directors, officers or employees of a companyor of its holding company or subsidiary company or companies, if any, which gives such directors, officersor employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a futuredate at a pre-determined price.

• “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

• “Key Managerial Personnel” (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager

(ii) Whole Time Director

(iii) Company Secretary

(iv) Chief Financial Officer and

(v) Such other officer as may be prescribed

• “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of theCompany, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

• “Policy or This Policy” means, “Nomination and Remuneration Policy.”

• “Remuneration” means any money or its equivalent given or passed to any person for services renderedby him and includes perquisites as defined under the Income-tax Act, 1961.

• “Senior Managment” means personnel of the company who are members of its core managment teamexcluding Board of Directors. This would include all members of managment one level below the executivedirectors, including all the functional heads.

IV. INTERPRETATION :

Terms that have not been defined in this Policy shall have the same meaning assigned to them in theCompanies Act, 2013 as amended from time to time.

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V. GUIDING PRINCIPLES :

The Policy ensures that :

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivateDirectors of the quality required to run the Company successfully.

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.c) Remuneration to Directors, Key Managerial Personnel involves a balance between fixed and incentive

pay reflecting short- and long-term performance objectives appropriate to the working of the Companyand its goals.

d) To lay down criteria and terms and conditions with regard to identifying persons who are qualified tobecome Directors (Executive and Non-executive) and persons who may be appointed in Key Managerialpositions and to determine their remuneration.

e) To determine remuneration based on the Company’s size and financial position & trends and practiceson remuneration prevailing in peer companies, in the industries.

f) To carry out evaluation of the performance of Directors, as well as Key Managerial and to provide forreward(s) linked directly to their effort, performance, dedication and achievement relating to theCompany’s operations; and

g) To retain, motivate and promote talent and to ensure long-term sustainability of talented managerialpersons and create competitive advantage.

h) To lay down criteria for appointment, removal of directors, Key Managerial Personnel and evaluationof their performance.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia is the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of aDirector.

b) Formulate criteria for evaluation of Independent Directors and the Board.c) Identify persons who are qualified to become Directors and who may be appointed in KMP in accordance

with the criteria laid down in this policy.d) To carry out evaluation of every Director’s performance.e) To recommend to the Board the appointment and removal of Directors and KMPf) To recommend to the Board, policy relating to remuneration for Directors, Key Managerial Personnel.g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of

remuneration to performance is clear and meets appropriate performance benchmarks.h) To devise a policy on Board diversity.i) To carry out any other function as is mandated by the Board from time to time and/or enforced by any

statutory notification, amendment or modification, as may be applicable.j) To perform such other functions as may be necessary or appropriate for the

performance of its duties.

VII. MEMBERSHIP :

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive

Directors and at least half shall be Independent.b) The Board shall reconstitute the Committee as and when required to comply with the provisions of

the Companies Act, 2013 and applicable statutory requirement.c) Minimum two (2) members shall constitute a quorum for the Committee meeting.d) Membership of the Committee shall be disclosed in the Annual Report.e) Term of the Committee shall be continued unless terminated by the Board of Directors.

VIII. CHAIRMAN :

a) Chairman of the Committee shall be an Independent Director.

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b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chairthe Committee.

c) In the absence of the Chairman, the members present at the meeting shall choose one amongstthem to act as chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the Annual General

Meeting or may nominate some other member to answer the shareholders’ queries.

IX. FREQUENCY OF MEETINGS :

The meeting of the Committee shall be held at such regular intervals as may be circumstances exist.

X. COMMITTEE MEMBERS’ INTERESTS :

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussedat a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetingsof the Committee.

XI. VOTING :

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes ofMembers present and voting any such decision shall for all purposes be deemed a decision of theCommittee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

XII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT.

Appointment criteria and qualifications :

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of theperson for appointment as Director, KMP or at senior management level and recommend to the Boardhis/her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/she isconsidered for appointment. The Committee has discretion to decide whether qualification, expertiseand experience possessed by a person are sufficient/satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed to the noticefor such motion indicating the justification for extension of appointment beyond seventy years.

Term/Tenure :

a) Managing Director/Whole-time Director/Manager (Managerial Person) :

The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceedingfive years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to two consecutive terms onthe Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, butsuch Independent Director shall be eligible for appointment after expiry of twoyears of ceasing to become an Independent Director. Provided that an IndependentDirector shall not, during the said period of three years, be appointed in or beassociated with the Company in any other capacity, either directly or indirectly.

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However, if a person who has already served as an Independent Director for 5 yearsor more in the Company as on October 01, 2014 or such other date as may bedetermined by the Committee as per regulatory requirement, he/she shall be eligiblefor appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director does not serve as an IndependentDirector as well as Whole-time Director of a company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or underany other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasonsrecorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and complianceof the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act,2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP,Senior Management in the same position/remuneration or otherwise even after attaining the retirement age,for the benefit of the Company.

XIII.PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON AND KMP

1. General :

a) The remuneration/compensation/commission, etc., to Managerial Person, KMP andSenior Management Personnel will be determined by the Committee and recommendedto the Board for approval. The remuneration/compensation commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act, 2013, and the rules made thereunder forthe time being in force.

c) Increments to the existing remuneration/compensation structure may be recommended by theCommittee to the Board which should be within the slabs approved by the Shareholders in the case ofManagerial Person. Increments will be effective from the date of reappointment in respect of ManagerialPerson and 1st April in respect of other employees of the Company.

d) Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any otheremployees for indemnifying them against any liability, the premium paid on such insurance shall notbe treated as part of the remuneration payable to any such personnel. Provided that if any Directoris proved to be guilty, the premium paid on such insurance shall be treated as part of theremuneration.

2. Remuneration to Managerial Person, KMP and Senior Management:

a) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may beapproved by the Board on the recommendation of the Committee in accordance with the statutoryprovisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. Thebreak-up of the pay scale and quantum of perquisites, including employer’s contribution to P.F, pensionscheme, medical expenses, etc., shall be decided and approved by the Board on the recommendation ofthe Committee and approved by the shareholders and Central Government, wherever required.

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b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall

pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the

Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the

Central Government.

c) Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such

sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of

the Central Government, where required, he/she shall refund such sums to the Company and until

such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such

sum refundable to it unless permitted by the Central Government.

3. Remuneration to Non-Executive/Independent Director:

a) Remuneration/Commission:

The remuneration/commission shall be in accordance with the statutory provisions of the Companies

Act, 2013, and the rules made there under for the time being in force.

b) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending

meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the

maximum amount as provided in the Companies Act, 2013 and Articles of Association of the company,

per meeting of the Board or Committee or such amount as may be prescribed by the Central Government

and approved by the Board from time to time.

c) Limit of Remuneration/Commission:

The company does not paid any commission to independent directors of the company.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the

Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent

Board and Committee meeting.

XV. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests

of the Company, will be made if there are specific reasons to do so subject to the approval of the Board.

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Annexure-3

VIGIL MECHANISM (WHISTLE BLOWER POLICY) :

As part of our Corporate Governance practices, the Company has adopted the Whistle blower policy thatcovers our directors and employees.

The policy is provided herewith pursuant to Section 7 of the Companies (Meeting of the Board and its Powers)Rules, 2014.

1. INTRODUCTION :

Shri Prabhulingeshwar Sugars and Chemicals Limited (hereinafter referred to as (“the Company”) is committedto the highest standards of transparency, professionalism, legal compliance, honesty, integrity, ethical behavior,corporate governance and accountability in conducting its business. The Company is commited to developinga culture where it is safe for all directors and employees to raise concerns, grievances on various matterspertaining to any malpractice, fraud, violation of code of conduct, abuse of power or authority by any officialand misconduct.

An important aspect of transparency and accountability is a mechanism to enable employees of the Companyto voice their Protected Disclosures in a responsible and effective manner. It is a fundamental term of everycontract of employment with the Company that an employee will faithfully serve his or her employer and notdisclose confidential information about the employer’s business and affairs. Nevertheless, where an employeediscovers information which he/she believes to be a serious malpractice, impropriety, abuse or wrongdoingwithin the organization, especially at the higher levels, then he/she should be able to disclose or report thisinformation internally without fear of reprisal.

Section 7(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 has been recently amendedwhich, interalia, provides for a mandatory requirement for all class of companies to establish a mechanismcalled 'Whistle Blower Policy' for employees to report to the management instances of unethical behaviour,actual or suspected, fraud or violation of the Company's Code of Business Conduct and Ethics policy.

Accordingly, this Whistle Blower Policy ("the Policy") has been formulated with a view to provide a mechanismfor employees of the Company to approach various Committees of the Company.

2. DEFINITIONS :

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not definedherein shall have the meaning assigned to them under the Code

(a) “Audit Committee”- means the Audit Committee constituted by the Board of Directors of the Companyin accordance withSection 177 of the Companies Act, 2013.

(b) “Alleged Wrongful Conduct”- wrongful conduct shall mean and includes, but not limited to:

• Corporate Governance

• Related Party Transactions

• Misappropriation of funds

• Noncompliance to the law of the land or violation of law

• Concealing legal mandatory disclosures

• Breach of fiduciary responsibilities

• Infringement of Company Code of Conduct

• Breach of integrity and ethics policy

• Prohibitive Insider Trading Code of the Company

• Financial Irregularities

• Infringement and misuse of Intellectual Property

(c) “Code”- means Company Code of Conduct

(d) “Company means”- “Shri Prabhulingeshwar Sugars and Chemicals Limited”

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(e) “Employee”- Employee means every employee of the Company (whether working inIndia or abroad), permanent or temporary including the contracted employee andDirectors of the Company whether in the employment of the Company or not.

(f) “Protected Disclosure”- means any communication made in good faith that discloses ordemonstrates information that may evidence unethical or improper activity.

(g) “Subject” - means a person against or in relation to whom a Protected Disclosure has been made orevidence gathered during the course of an investigation.

(h) “Whistle Blower”- means an Employee making a Protected Disclosure under this Policy.

3. SCOPE OF THE POLICY :

(a) This policy covers all employees of Shri Prabhulingeshwar Sugars and Chemicals Limited.

(b) The Policy covers any ‘Wrongful Conduct’ and other malpractices which have taken place involving, butnot limited to:

• Any unlawful act, whether criminal or not.

• Breach of any Policy or Manual or Code of Conduct adopted by the Company.

• Abuse (e.g. through physical, psychological or financial abuse, exploitation or neglect).

• Fraud and corruption (e.g. to solicit or receive any gift/reward as a bribe).

• Any instance of failure to comply with legal or statutory obligation either on behalf of the Company or in any personal capacity in the course of discharging duties of the Company.

• Any kind of financial malpractice.

• Abuse of power (e.g. bullying/harassment).

• Negligence causing substantial and specific danger to public health and safety

• Wastage/misappropriation of company funds/assets

• Any other unethical or improper conduct.

(c) All employees of the Company are eligible to make Protected Disclosures under the Policy. The ProtectedDisclosures may bein relation to matters concerning the Company or any other subsidiaries but we don’thave subsidiary company.

(d) This policy has been introduced by the Company to enable to raise their ProtectedDisclosures about any‘Alleged Wrongful Conduct’, malpractice, impropriety, abuse orwrong doing at any stage and in the right way, without fear of victimization, subsequentdiscrimination or disadvantage. However, employees are not to use this mechanism toquestion financial or business decisions taken by the Company Management or to reopenissues, which have already been addressed pursuant to disciplinary or other proceduresof the Company.

(e) The Whistle Blower's role is that of a reporting party with reliable information. They are not requiredor expected to act as investigators or finders of facts, nor would they determine the appropriate correctiveor remedial action that may be warranted in a given case.

(f) Whistle Blowers should not act on their own in conducting any investigative activities,nor do they have a right to participate in any investigative activities other than asrequested by the Committee Heads.

4. EFFECTIVE DATE OF POLICY :

This revised policy will be effective from April 1st 2014.

5. COMPANY GUARANTEES UNDER THE POLICY :

1. Protection :

(a) The Company, as a matter of policy, condemns any kind of discrimination, harassment,victimization or any other unfair employment practice being adopted against WhistleBlowers. Complete protection shall be given to Whistle Blowers against any unfair

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practice like retaliation, threat or intimidation of termination/suspension of service,disciplinary action, transfer, demotion, refusal of promotion, including any direct orindirect use of authority to obstruct the Whistle Blower's right to continue to performhis/her duties/functions including making further Protected Disclosure.

(b) The Company will take steps to minimize difficulties, which the Whistle Blower mayexperience as a result of making the Protected Disclosure. Employees who acted ingood faith, raise genuine Protected Disclosures under this policy will not beat risk oflosing their jobs or be subjected to any kind of harassment or pressure from theManagement.

2. Protected Disclosures are not published :

The Company will take appropriate action to protect the identity of employees who raise ProtectedDisclosures in good faith, unless forced by circumstances to reveal, in which case the employees willbe taken into confidence and his interests adequately protected.

Any other Employee assisting in the said investigation shall also be protected to the same extent asthe Whistle Blower.

3. Disqualifications :

(a) While it will be ensured that genuine Whistle Blowers are accorded complete protectionfrom any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinaryaction.

(b) Protection under this Policy would not mean protection from disciplinary action arisingout of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a malafide intention.

(c) Whistle Blowers, who make three or more Protected Disclosures, which have beensubsequently found to be mala fide,frivolous, baseless, malicious, or reported otherwisethan in good faith, will be disqualified from reporting further Protected Disclosuresunder this Policy. In respect of such Whistle Blowers, the Company/Audit Committeewould reserve its right to take/recommend appropriate disciplinary action.

6. PROCEDURE FOR DISCLOSURE, ENQUIRY AND DISCIPLINARY ACTION :

1. How to disclose Protected Disclosures :

a) An employee intending to make any Protected Disclosure is required to disclose allrelevant information at the earliest from the day on which he knew of the ProtectedDisclosure.

b) Protected Disclosures should preferably be reported in writing, so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehand writing in English or in the regional language of the place of employment of theWhistle Blower.

c) The Protected Disclosure, if forwarded under a covering letter which shall bear the identity of theWhistle Blower. The Chairman of the Audit Committee shall detach the covering letter and discuss theProtected Disclosure with Members of the Committee.

d) The Whistle Blower must disclose his identity in the covering letter forwarding such Protected Disclosure.Anonymous disclosures will not be entertained by the Audit Committee as it would not be possible tointerview the Whistle Blowers.

e) Protected Disclosures should be factual and not speculative or in the nature of a conclusion, andshould contain as much specific information as possible to allow for proper assessment of the natureand extent of the concern and the urgency of a preliminary investigative procedure.

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2. To whom should Protected Disclosures be disclosed:The Protected Disclosure should be disclosed through E-mail or fax, letter or any other method to theChairman of the Audit Committee as mentioned below.

Chairman of the Audit Committee



Siddapur, Tq. Jamkhandi, Dt.Bagalkot, (Karnataka State)

Tel: 08353 238004, 238200 Fax : 08353-238164, 238166

E-mail:[email protected] Website : www.prabhusugar.com

3. Investigation process:

(a) All Protected Disclosures reported under this Policy will be thoroughly investigated by the Chairmanof the Audit Committee, who will investigate/oversee the investigations under the authorization ofthe Audit Committee. If any member of the Audit Committee has a conflict of interest in any givencase, then he should recuse himself and the other members of the Audit Committee should deal withthe matter on hand.

(b) Chairman of the Audit Committee may at its discretion, consider involving anyInvestigators for the purpose of investigation.

(c) The decision to conduct an investigation taken by the Chairman of the Audit Committeeis by itself not an accusation and is to be treated as a neutral fact-finding process.The outcome of the investigation may not support the conclusion of the Whistle blowerthat an improper or unethical act was committed.

(d) The identity of a Subject will be kept confidential to the extent possible given the legitimate needsof law and the investigation.

(e) Subject will normally be informed of the allegations at the outset of a formalinvestigation and have opportunities for providing their inputs during the investigation.

(f) Subject shall co-operate with the Chairman of the Audit Committee or any of theInvestigators during investigation to the extent that such co-operation will notcompromise self-incrimination protections available under the applicable laws.

(g) Subject has a right to consult with a person or persons of their choice, other thanthe Investigators and/or members of the Audit Committee and/or the Whistle blower.Subject shall be free at any time to engage counsel at their own cost to representthem in the investigation proceedings.

(h) Subject shall not interfere with the investigation.(i) Evidence shall not be with held, destroyed or tampered with, and witnesses shall not

be influenced, coached, threatened or intimidated by the Subject.(j) Unless there are compelling reasons not to do so, subject will be given the opportunity

to respond to material findingscontained in an investigation report. No allegation ofwrong doing against a Subject shall be considered as maintainable unless there isgood evidence in support of the allegation.

(k) Subject has a right to be informed of the outcome of the investigation. If allegationsare not sustained, the Subject should be consulted as to whether public disclosure ofthe investigation results would be in the best interest of the Subject and the Company.

(l) The investigation shall be completed normally within 45 days of the receipt of theProtected Disclosure.

4. Appeal against the decision of the Audit Committee:

If the Complainant or the person complained against is not satisfied with the decision of the AuditCommittee, then either of the Parties could prefer an appeal against this decision before the Company’sBoard and the decision of the Board in the matter will be final and binding on all the parties in relationto the terms of employment. Appropriate appeal procedure may be formulated by the Board, ensuringprinciples of natural justice and the Subject shall have right of remedies under the law.

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5. Untrue Allegations:

If employees make allegations in good faith, which is not confirmed by subsequent investigation, noaction will be taken against the disclosing employees. In making disclosures, employees should exercisedue care to ensure the accuracy of the information.

6. Maintaining confidentiality of the Protected Disclosure:

The employees disclosing the Protected Disclosure, as well as any of the persons to whom the ProtectedDisclosure has been disclosed or any of the persons who will be investigating or deciding on the investigation,as well as the members of the Audit Committee, shall not make public the Protected Disclosure disclosedexcept with the prior written permission of the Audit Committee. However, this restriction shall not beapplicable if any employee is called upon to disclose this issue by any judicial process and in accordancewith the laws of land.

7. COMPLAINTS OF RETALIATION AS A RESULT OF DISCLOSURE :

(a) If an employee believes that he/she has been retaliated against in the form of any adverse action fordisclosing a Protected Disclosure under this policy, he/she may file a written complaint to the AuditCommittee seeking redress.

(b) For the purposes of this policy, an adverse action shall include a disciplinary suspension, a decisionnot to promote, a decision not to grant a salary increase, a termination, demotion, rejection duringprobation, a performance evaluation in which the employee's performance is generally evaluated asunsatisfactory, a forced resignation or an unfavourable change in the general terms and conditions ofemployment.

Amendment :

The Company reserves its right to amend or modify this Policy in whole or in part, at any time withoutassigning any reason. However, no such amendment or modification will be binding on the employees unlessthe same is notified to the employees.

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Annexure-4Form No. MR-3

Secretarial Audit ReportFor the financial year ended 31st March 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To:The Members,Shri Prabhulingeshwar Sugars and Chemicals LimitedCIN: U85110KA1995PLC017861Registered & Factory OfficeAt : Siddapur – 587 301Taluka : Jamkhandi & District : BagalkotState : Karnataka

We have conducted the secretarial audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by Shri Prabhulingeshwar Sugars and Chemicals Limited

(the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis

for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other

records maintained by the company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct of secretarial audit, we

hereby report that in our opinion, the company has, during the audit period covering the financial

year ended on 31st March 2017 complied with the statutory provisions listed hereunder and also

that the Company has proper Board processes and compliance mechanism in place to the extent,

in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by Shri Prabhulingeshwar Sugars and Chemicals Limitedfor the financial year ended

on 31st March 2017 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

3. As the entire shares of the company are held in physical form, the audit under the Depositories

Act, 1996 and the Regulations and Bye-laws framed thereunder is not required.

4. As the company does not have Foreign Direct Investment, Overseas Direct Investment and

External Commercial Borrowings, the audit under Foreign Exchange Management Act, 1999

and the rules and regulations made thereunder is not required.

5. The following laws and Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 ('SEBI Act') are not applicable to the company as the company is an

unlisted public company.

(a)Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 ('SEBI Act') :

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(b)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;

(d)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(e)The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014;

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

(g)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009;

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

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

(a)Secretarial Standards issued by The Institute of Company Secretaries of India.

(b)As the company is an unlisted public company, the provisions of Listing Agreement and

the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015) are not applicable

to the company.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

We further state that, during the period under review and based on our verification of the

records maintained by the Company and also on review of compliance reports/statements by

the respective department heads/Chief Financial Officer/Company secretary taken on record by

the Board of Directors of the company, in our opinion, adequate systems and processes and

control mechanism commensurate to the size and nature of the company's business exist in the

company to monitor and ensure compliances with applicable laws, industry specific laws, labour

laws, intellectual property laws and environmental laws. We have not reviewed the applicable

financial laws, direct and indirect tax laws since the same have been subject to review and audit

by the Statutory Auditors of the Company.

We, further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. The changes in the composition

of the Board of Directors that took place during the period under review were carried out in

compliance with the provisions of the Act.

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For M/s. Gopalakrishnaraj H. H. & Associates

Company Secretaries

Sd/-

Gopalakrishnaraj H. H

Proprietor

FCS: 5654; CP: 4152

Place: Bengaluru

Date: 04/08/2017

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking

and obtaining further information and clarifications on the agenda items before the meeting

and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members' views are captured and

recorded as part of the minutes.

We further report that during the audit period

(a) the company has not issued any shares / debentures/sweat equity, etc.

(b) the company had no preference shares ; the company did not buy-back of securities

(c) the company has not taken any major decisions by the members in pursuance to section

180 of the Act.

(d) there was Merger / amalgamation / reconstruction, etc.

(e) there was no Foreign technical collaborations.

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For M/s. Gopalakrishnaraj H. H. & AssociatesCompany Secretaries

Sd/-

Gopalakrishnaraj H. H

Proprietor

FCS: 5654; CP: 4152

To:The Members,Shri Prabhulingeshwar Sugars and Chemicals LimitedCIN: U85110KA1995PLC017861Registered & Factory OfficeAt : Siddapur – 587 301Taluka : Jamkhandi & District : BagalkotState : Karnataka

Our report of even date is to be read along with this letter.

1) Mantenance of Secretarial records is the responsibility of the management of the Company.Our responsibility is to express an opinion on these secretarial records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. Webelieve that the processes and practices, we follow provide a reasonable basis for ouropinion.

3) We have not verified the correctness and appropriateness of financial records and books ofaccounts of the Company.

4) Wherever required, we have obtained the management representation about the complianceof laws, rules and regulations and happening of events etc.

5) The compliance of the provision of corporate and other applicable laws, rules, regulations,standards is the responsibility of management. Our examination was limited to verificationof procedures on test basis.

6) The secretarial audit report is neither an assurance as to the future vaibility of the Companynor the efficiency or effectiveness with which the management has conducted the affairs ofthe company.

Annexure to our Secretarial Audit Report

Place: Bengaluru

Date: 04/08/2017

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Annexure -5

Particulars of loans, guarantees or investments u/s 186 :

Details of Loans :

1. Date of Making the loan

2. Details of borrower

3. Amount

4. Rate of interest

5. Purpose for which the loan is to be utilised by the borrower

6. Time period for which it is given

7. Security

8. Date of Special resolution, if any.

9. Date of Board resolution

Details of Investments :

1. Date of providing Guarantee and/or security.

2. Details of recipient.

3. Amount

4. Purpose

5. Expected rate of return

6. Date of Special resolution, if any.

7. Date of Board resolution

NIL

Place : Siddapur

Date : 04-08-2017

By Order of the Board of Directors

For Shri Prabhulingeshwar Sugarsand Chemicals Limited

Sd/-

Jagadeesh S. GudaguntiChairman & Managing Director

(DIN-00464873)

NIL

Date

16-12-2016

16-12-2016

16-12-2016

Bank of India -Vijayapur 40.00

Availing Harvestting &Transportation Loan

15.00

42.00

97.00Total :

Details Rs. Purpose E.R.R. D.S.R. D.B.R.


IDBI Bank -Vijayapur

State Bank ofIndia -Vijayapur

Details of Guarantee and/or security provided :

Note : ERR-Expected rate of return, DSR-Date of Special resolution, DBR- Date of Board

Resolution.


01-12-2016

01-12-2016

01-12-2016

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Annexure-6

Form No.AOC-2

PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH RELATED PARTIES(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for 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, 2013 includingcertain arms-length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered during the year endedMarch 31, 2017, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangement or transaction at arms-length basis for theyear ended March 31, 2017 are ;

Name(s) of therelated party

Nature ofrelationship

Nature ofcontracts/

arrangements/transactions

Durationof

contracts

Salient terms ofthe contracts

Date ofapproval of

Board, ifany

Advances,if any

SiddapurDistilleriesLimited







Associate

Associate

Associate

Associate

Associate

Associate

Associate

Sale ofMolasses

Sale ofMolasses

Sale ofMolasses

Sale ofMolasses

Sale ofSteam

Sale ofPressmud

Purchase ofBiogas

6000 MT @Rs.7000/- per MT+ applicable tax

10,000 MT @Rs.7700/- per MT+applicable tax

10,000 MT @Rs.8600/- per MT+applicable tax

43,494.597 tonn@Rs. 400/- pertonn+tax

22,650 Mt @ Rs.275/- per Mt+tax

32,57,117 M3 CubicQty. @ Rs. 4/- PerM3 Cubic Qty.

03.09.16

26.12.16

16.01.17

02.03.17

31.12.14

31.12.14

31.12.14

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Meeting deferred dueto non-availability ofmolasses rate

56

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Annexure-7

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO AS PER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

A. CONSERVATION OF ENERGY :

1. Sulphur burners for sugar process are designed, fabricated and installed to achievewaste heat recovery. Hence high pressure steam used for the same has been divertedto generate more power export is increased.

2. Condensate flash heart recovery system has been designed, fabricated and installed.Hence loss of heat along with outgoing condensate is used to heat the juices, sosteam required to heat the juices are reduced saving the steam / bagasse.

3. Cooled condensate is used to cooling tower as make up. Previously fresh waters areused for the purpose, hence conservation of fresh water has achieved and excess hotcondensate water wastage is stopped.

4. Installed and commissioned the falling film evaporator for sugar processing. Due tohigh efficiency of vaporization of this equipment, the generated vapor temperaturesare more are useful for preceding evaporator bodies. This also reduces the steamconsumption for sugar process.

B. TECHNOLOGY ABSORPTION :

Training programs of factory workmen are in continuous process. Improving and refreshingthe knowledge of the working hands resulted better working qualities.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (As on 31-03-2017) :

D. POWER AND FUEL CONSUMPTION (As on 31-03-2017) :

Particulars 2016-17 2015-16

Earnings (Third Party)

Outgo

-Nil-

-Nil-

Particulars Units (K Wh)Rate Rs.Per Unit

Amount Rs.

Electricity Purchase

Diesel Consumption for DG Set

Own Generation of Powerthrough Steam Turbine

Consumption of Power forSugar Plant

Consumption of Power forPower Plant

Consumption of Power perQuintal of Sugar Production

16,67,750 Units(14,66,500 Units)

1,000 Ltrs(1,000 Ltrs)

6,54,52,376 Units(10,88,89,000 Units)

2,40,95,603 Units(3,63,85,137 Units)

80,31,868 Units(1,21,28,379 Units)

25.18 Units(21.38 Units)

8.10/-

55.25/- Ltr.(61.64/- Ltr.)

-

-

-

-

1,35,08,775/-(1,39,31,750-)

55,250/-(61,640/-)

-

-

-

-

(Previous year figures are indicated in brackets)

Rs. 74,39,46,250/-

Nil

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OFSHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SHRI PRABHULINGESHWAR SUGARSAND CHEMICALS LIMITED (“the company”), which comprise the Balance Sheet as at31 March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements :

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statementsthat give a true and fair view of the financial position, financial performance and cash flows &changes in equity of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified in the Companies(Indian Accounting Standards)Rules, 2015(as amended) under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding the assets of the company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant tothe preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility :

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.

We conducted our audit of the financial statements in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether theIndian Accounting Standards financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statements that give atrue and fair view, in order to design audit procedures that are appropriate in the circumstances.An audit also includes valuating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.

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Opinion :

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31 March, 2017 and its profit andits cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements :

1. As required by section 143(3) of the Act, we report that :

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement& the statement of changes in equity dealt with by this Report are in agreementwith the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March, 2017, taken on record by the Board of Directors, none of the directors isdisqualified as on 31 March, 2017, from being appointed as a director in terms ofSection 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to ourseparate Report in Annexure “A”.

g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule-11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us :

a) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements -Refer Note.28 of the financial statements.

b) The Company did not have any long-term contracts including derivativescontracts for which there were any material foreseeable losses.

c) The Company has transferred Unclaimed Divident for the year 2008-09amounting to Rs. 15,25,677/- to the Invester Education and Protection Fund.

d) The Company has provided requisite disclosures in the financial statement asto holding as well as dealings in Specified Bank Notes during the period from8th November, 2016 to 30th December, 2016, on the basis of informationavailable with the Company. Based on audit procedures, and relying onmanagment’s representation, we report that disclosures are in accordancewith the books of accounts maintained by the Company and as produced to usby the Management. - Refer Note 31.

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2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by theCentral Government in terms of Section 143(11) of the Act, we give in Annexure “B” astatement on the matters specified in paragraphs 3 and 4 of the Order.

Place : SiddapurDate : 04-08-2017

For M/s. NATARAJ & CO.

Chartered Accountants

FRN 006442S

Sd/-

(M.B. NATARAJ)Proprietor (M. No. 202826)

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ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of

our report of even date) Report on the Internal Financial Controls Over Financial Reporting under

Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SHRI

PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED (“the Company”) as of March 31,

2017 in conjunction with our audit of the financial statements of the Company for the year

ended on that date.

Management’s Responsibility for Internal Financial Controls :

The Company’s management is responsible for establishing and maintaining internal financial

controls based on “the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants

of India”. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to Company’s policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required

under the Companies Act, 2013.

Auditor’s Responsibility :

Our responsibility is to express an opinion on the Company’s internal financial controls over

financial reporting based on our audit. We conducted our audit in accordance with the Guidance

Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”)

issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed

under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of

internal financial controls. Those Standards and the Guidance Note require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting were established and

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding

of internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial statements, whether due

to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the Company’s internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls Over Financial Reporting :

A company’s internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company’s internal financial control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorisations

of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting :

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future periods are subject to the risk that

the internal financial control over financial reporting may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion :

In our opinion, to the best of our information and according to the explanations given to us, the

Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2017, based on “the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India”.




FRN 006442S

Sd/-


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ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’

section of our report of even date)

i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of the fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management

during the year in accordance with the phased programme of verification adopted by

the management which, in our opinion, provides for physical verification of all the

fixed assets at reasonable intervals. In accordance with this programme certain fixed

asset were verified during the year and no material discrepancies were noted.

(c) The title deeds of all the immovable properties of the Company shown under theFixed Assets schedule are held in the name of Company.

(ii) The inventories have been physically verified by the management at reasonable intervals

during the year. In our opinion, the frequency of such verification is reasonable and no

material discrepancies were noticed at the time of verification.

(iii) The company has not granted loans, secured or unsecured, to companies, firms, LLP’sor other parties covered in the register maintained U/s. 189 of the Act.

(vi) The company has not given any given loans / investments / guarantees to which the

provisions of S. 185 and S.186 of the Act apply.

(v) The company has not accepted any deposits to which the provision of Sec. 73 to 76 or

any other relevant provisions of the Act and the rules framed there under and the

directives issued by the RBI are not applicable.

(vi) We have broadly reviewed the books of account maintained by the company pursuantto the Rules made by the Central Government for the maintenance of cost records U/s. 148 of the Act, and are of the opinion that prima facie, the prescribed accounts andrecords have been made and maintained. We have, however, not made a detailedexamination of the cost records with a view to determine whether they are accurateor complete.

(vii) According to the information and explanations given to us in respect of statutory dues:

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(a) The Company has generally been regular in depositing undisputed statutory dues,including Provident Fund, employees state insurance (ESI), Investor Educationand Protection Fund, Income-tax, Tax deducted at source, Tax collected at source,Professional Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Service Tax,Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it,with the appropriate authorities. According to the records of the company andinformation and explanations given to us, no undisputed statutory dues payable inrespect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Sales Tax, VAT, Cessand other material statutory dues were in arrears, except deferred purchase tax,as at 31st March 2017 for a period of more than six months from the date theybecome payable.

(b) Details of dues of Excise Duty, Service Tax, Income-tax and Sales Tax matters

which have not been deposited as on March 31, 2017 by the Company on account

of disputes are given below :

Name of

the

Statute

Nature of

Dues

Forum where dispute is

pending

Period to whichthe amount

relates (variousyears covering

the period)

Amount

Involved

(Rs.)

Amountpaid

underprotest(Rs.)

Income

Tax Act,

1961

Income Tax CIT(Appeals), Hubli

ACIT, Hubli(ITAT Remanded)

ACIT, Hubli(ITAT Remanded)

CIT(Appeals), Hubli

CIT(Appeals), Hubli

CIT(Appeals), Hubli

KAT, Bengaluru

KAT, Bengaluru

KAT, Bengaluru

KAT, Bengaluru

KAT, Bengaluru

Customs, Central Excise & Service

Tax Appellate Tribunal, Bengaluru

CCE, Bengaluru



Hon’ble High Court, Dharwad

ACCE, Dharwad



CCE, Mysore

2003-04

2009-10

2010-11

2011-12

2013-14

2014-15

1998-1999

1999-2000

2000-01

2001-02

1998-99

1999-2000

2005-06 to 2006-07

2005-06 to 2007-08

2008-09 to 2009-10

2013

Mar-2016

NIL

NIL

NIL

6,35,310/-

4,21,70,780/-

18,29,53,860/-

84,585/-

5,79,240/-

1,29,034/-

41,246/-

92,734/-

20,47,210/-

37,26,463/-

49,51,351/-

2,83,153/-

24,82,073/-

89,03,169/-

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Karnataka

Sales Tax

Act

Sales Tax

KTEG Act

Central

Excise Act

& Finance

Act

Entry Tax

Excise &

Service Tax

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(viii) In our opinion and according to the information and explanations given to us, the Company

has not defaulted in the repayment of dues to banks and financial institutions.

(ix) The Company has not raised any moneys by way of Initial Public Offer / Further Public Offerduring the Year. In our opinion, the moneys raised by way of Term Loans during the yearwere applied for the purposes for which those are raised.

(x) To the best of our knowledge and according to the information and explanations given to us,

no material fraud by the Company or on the Company by its officers or employees has been

noticed or reported during the year nor have we been informed of any such case by the

management.

(xi) In our opinion and according to the information and explanations given to us, the Company

has paid/provided managerial remuneration in accordance with the requisite approvals

mandated by the provisions of section 197 read with Schedule V of the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order

are not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us the Company

is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable,

for all transactions with the related parties and the details of related party transactions

have been disclosed in the financial statements as required by the applicable accounting

standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement

of shares or fully or partly convertible debentures. Accordingly the provisions of clause 3

(xiv) of the order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the

year the Company has not entered into any non-cash transactions with its directors or

persons connected with him and hence provisions of clause 3 (xv) of the order are not

applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934. Accordingly the provisions of clause 3 (xvi) of the order are not applicable

to the Company




FRN 006442S

Sd/-


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1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

I.

1.

2.

3.

II.

1.

2.

Sl.No. Particulars Note No. As at 31-03-2017 As at 31-03-2016

EQUITY AND LIABILITIES :

Shareholders Funds

(a) Share Capital

(b) Reserves and Surplus

Non-Current Liabilities

(a) Long-Term Borrowings

(b) Deferred Tax Liabilities (Net)

(c) Other Long Term Liabilities

(d) Long-Term Provisions

Current Liabilities

(a) Short-Term Borrowings

(b) Trade Payables

(c) Other Current Liabilities

(d) Short-Term Provisions

TOTAL :

ASSETS :

Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets

(ii) Capital Work-in-progress

(b) Non-Current Investments

(c) Long-Term Loans and Advances

(d) Other Non-Current Assets

Current Assets

(a) Inventories

(b) Trade Receivables

(c) Cash and Bank Balances

(d) Short-Term Loans and Advances

TOTAL :

(Amount in )

The Notes form an integral part of these financial statements


*As per our report of even date

attached*

For NATARAJ & CO.,FRN 006442S

CHARTERED ACCOUNTANTS

Sd/-(M.B.NATARAJ)

Proprietor(M.No. 202826)

For SHRI PRABHULINGESHWAR SUGARS & CHEMICALS LIMITED.,

Sd/-J. S. Gudagunti

Chairman & Managing Director(DIN - 00464873)

Sd/-R. S. Gudagunti

Executive Director(DIN - 00464952)

Sd/-D. J . Gudagunti

Executive Director(Admn) & CFO(DIN - 00801770)

Sd/-Mahendra B.H.

CS Cum. GM (F&A)

Sd/-R.P. Hiremath

Sr. Manager (F&A)


46,61,85,950

(6,61,48,636)

69,34,90,400

8,16,92,710

0

6,69,76,049

215,91,21,761

151,69,35,569

49,27,12,779

2,43,54,310

543,53,20,892

246,13,12,605

12,29,06,517

2,74,89,500

1,98,31,198

4,01,06,002

217,10,07,137

16,73,09,305

8,36,83,689

34,16,74,939

543,53,20,892

SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED, SIDDAPURBALANCE SHEET AS AT

MARCH 31, 2017

46,61,85,950

(10,88,24,191)

44,59,70,000

9,81,49,793

0

5,74,54,162

189,60,22,312

200,02,91,221

8,57,025,191

3,30,88,562

574,53,63,000

217,07,06,734

23,90,09,456

2,74,89,500

2,03,87,865

4,05,43,777

251,59,31,071

20,43,30,578

14,33,54,370

38,36,09,649

574,53,63,000

Sd/-N. G . Sanadi

Director(DIN - 00666766)

Sd/-U. S . Hiremath

Independent Director(DIN - 00465023)

66

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PRABHU SUGAR

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PRABHU POWER

(Amount in )

19

20

21

22

23

24

11

25

I

II

III

IV

V

VI

Sl.No. Particulars Note No. Year ended 31-03-2017 Year ended 31-03-2016

Income :

Revenue from Operations

Less : Excise Duty

Other Income

Total Revenue :

Expenses :

Cost of Materials Consumed

Changes in Inventories of Finished Goods,

Work-in-progress and Stock-in-Trade

Employee Benefits Expenses

Finance Costs

Depreciation and Amortisation Expenses

Other Expenses

Total Expenses :

Profit Before Tax (I-II)

Tax Expense :

Current Tax

Deferred Tax

Profit/(Loss) for the Year (III-IV)

Earnings Per Equity Share :

(i) Basic

(ii) Diluted

The Notes form an integral part of these financial statements

SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED, SIDDAPURSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017


*As per our report of even date

attached*



Sd/-(M.B.NATARAJ)

Proprietor(M.No. 202826)



421,46,76,45516,19,50,319

405,27,26,136

99,03,717

406,26,29,853

338,88,38,656

(17,22,45,028)

17,20,65,353

29,83,13,163

11,67,17,891

24,90,77,673

405,27,67,708

98,62,145

18,79,232

(1,50,48,906)

2,30,31,820

0.49

0.49

370,82,88,46321,23,22,310

349,59,66,153

88,83,744

350,48,49,897

225,98,87,424

33,56,06,747

17,19,89,155

38,25,37,881

12,10,69,121

20,08,26,402

347,19,16,730

3,29,33,167

67,14,695

(1,64,57,083)

4,26,75,555

0.92

0.92

Sd/-J. S. Gudagunti


Sd/-R. S. Gudagunti




Sd/-Mahendra B.H.

CS Cum. GM (F&A)

Sd/-R.P. Hiremath

Sr. Manager (F&A)

Sd/-N. G . Sanadi


Sd/-U. S . Hiremath


67

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PRABHU SUGAR

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PRABHU POWER

Year ended 31-03-2017 Year ended 31-03-2016

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before Tax

Adjustments for :

Depreciation

Profit/Loss on Sale of Asset/Impairment of Assets

Interest Income

Dividend Income

Financial Expenses

Operating cash profit before working capital changes

Adjustments for :

Decrease / (Increase) in Trade Receivables

Decrease / (Increase) in inventories

Decrease / (Increase) in Loans & Advances

(Decrease) / Increase in current liabilities

Cash generated from operations

Less : Taxes Paid

Less : Taxes Paid of Previous Year

Net cash flow from operating activities (A)

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Investment in Shares

Proceeds from sale of asset

Interest Received

Dividend Received

Net cash flow from investing activities (B)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long-term borrowings (Net)

Proceeds from Working Capital Borrowings (Net)

Proceeds from short-term borrowings (Net)

Financial Expenses

Net cash used in financing activities (C)

Cash flow from Investing & Financing Activities (B+C) (D)

Net increase / (decrease) in cash and cash equivalents (A-D)

Add : Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the close of the year

(Amount in )

3,29,33,167

50,17,93,804

53,47,26,971

(42,57,35,076)10,89,91,895

20,00,000

15,63,921

10,54,27,974

(29,37,58,855)

(29,37,58,855)

12,86,60,200

12,86,60,200

(16,50,98,655)

(5,96,70,681)

14,33,54,3708,36,83,689

-1,45,273

(3,35,488)

(16,22,983)

38,25,37,881

3,70,21,27334,49,23,9344,29,29,152

(85,06,09,435)

(29,62,56,954)

-

5,39,628

3,35,48816,22,983

24,75,20,400

36,30,97,741(9,94,20,060)

(38,25,37,881)

--

SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED, SIDDAPURCASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017


*As per our report of even date attached*



Sd/-(M.B.NATARAJ)

Proprietor

(M.NO. 202826)



98,62,145

41,24,34,761

42,22,96,906

(37,32,55,832)4,90,41,074

-

-

4,90,41,074

(22,70,52,628)

(22,70,52,628)

22,13,31,443

22,13,31,443

(57,21,185)

4,33,19,889

10,00,34,481

14,33,54,370

11,67,17,891

14,611

(7,79,849)

(18,31,055)29,83,13,163

(8,77,59,031)(19,52,21,626)

8,07,33,347

(17,10,08,522)

(22,82,39,911)

(17,40,000)

3,16,379

7,79,84918,31,055

(16,69,45,000)71,34,00,020

(2,68,10,414)

(29,83,13,163)

--

12,10,69,121

Sd/-J. S. Gudagunti


Sd/-R. S. Gudagunti




Sd/-Mahendra B.H.

CS Cum. GM (F&A)

Sd/-R.P. Hiremath

Sr. Manager (F&A)

Sd/-N. G . Sanadi


Sd/-U. S . Hiremath


68

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PRABHU SUGAR

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PRABHU POWER

As at31-03-2017

Authorised

5,00,00,000 (Previous year 5,00,00,000) Equity Shares of Rs. 10/- each

1,00,00,000 (Previous Year 1,00,00,000) 13% Non-Cumulative Redeemable Prefer-ence Shares of Rs.10/- each

Issued, Subscribed & Paid up

4,66,18,595 (Previous Year 4,66,18,595) Equity Shares of Rs.10/-each fully paid-up

Nil (Previous Year Nil) 13% Non-cumulative Redeemable Preference Shares of Rs. 10/- each fully paid-up

Total :

As at 31st March 2017


(Amount in )NOTE 1 - SHARE CAPITAL

Particulars

Equity Shares

Particulars

Number Amount Number Amount

Shares outstanding at the beginning of the year

Shares issued during the year

Shares outstanding at the end of the year

Terms/rights attached to Equity Shares :

• The Company has only one class of Equity Shares having a par value of Rs. 10/- per Share.

• Each holder of Equity Shares is entitled to one vote per Share.

• The Company declares and pays dividends in Indian Rupees.

• The dividend proposed by the Board of Directors is subject to the approval of the Share holders in theensuing Annual General Meeting.

• In the event of liquidation of the Company, the Equity Shareholders are eligible to receive the remainingassets of the Company, after distribution of all Preferential amounts. The distribution will be in proportionof their Shareholding.

Name of the Share HolderNo. of Shares Held % of Holding

1. Shri Jagadeesh S. Gudagunti (Individual & H.U.F.)

2. Siddapur Distilleries Limited

50,00,00,000

10,00,00,000

60,00,00,000

46,61,85,950

--

46,61,85,950

50,00,00,000

10,00,00,000

60,00,00,000

46,61,85,950

--

46,61,85,950

4,66,18,595

--

4,66,18,595

46,61,85,950

--

46,61,85,950

4,66,18,595

--

4,66,18,595

46,61,85,950

--

46,61,85,950

1,29,32,666

91,91,800

27.74

19.72

1,25,62,334

91,91,800

26.95

19.72


As at31-03-2016



No. of Shares Held % of Holding

Sl.No.

69

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PRABHU SUGAR

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PRABHU POWER

1

2

S.N.

Nature of Security Terms of Repayment

Term Loan from Belgaum DCC Bank Ltd, Belgaum, amounting

to Rs. 2100.00 Lakhs under scheme for Extending Financial

Assistance to Sugar Undertakings, 2014 is secured by (I) pari

passu 1st charge on Sugar Plant. (II) Jointly and severally,

irrevocable an Personal Guarantee of all Directors.

Repayable in 36 monthly installments com-

mencing from March 2016. Last installments

due in February 2019.

# Rate of interest (floating) : 13.00% Per

Annum.

Term Loan from Bagalkot DCC Bank Ltd, Bagalkot, amounting

to Rs. 1378.20 Lakhs under scheme for Extending Financial

Assistance to Sugar Undertakings, 2014, is secured by (I)

Charges on the Fixed Assets of the factory. (II) Personal Guar-

antee of Promoters / Directors


mencing from March 2016. Last installment

due in February 2019.

# Rate of interest (floating) : 13.50% Per

Annum.

NOTE 2 - RESERVES & SURPLUS

a) Capital Redemption Reserve

Opening Balance

(+) Current Year Transfer

Closing Balance

b) Surplus

Opening Balance

(+) Net Profit / (Loss) for the year

Closing Balance

Total :

NOTE 3 - LONG TERM BORROWINGS

Secured

(a) Term Loans

From Banks

From Other Parties

Total :

(Amount in )

(Amount in )

Particulars

Particulars

2,35,97,870

--

2,35,97,870

(13,24,22,061)

4,26,75,555

(8,97,46,506)

(6,61,48,636)

24,34,90,400

45,00,00,000

69,34,90,400

As at31st Marth 2016

As at31st March 2017

As at31st Marth 2016

As at31st March 2017

Nature of Security and Terms of Repayment for Long Term secured borrowings :

2,35,97,870

--

2,35,97,870

(15,54,53,881)

23,031,820

(13,24,22,061)

(10,88,24,191)

44,59,70,000

-

44,59,70,000

70

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PRABHU SUGAR

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PRABHU POWER

3

S.N.

Nature of Security Terms of Repayment

Term Loan from Belgaum DCC, Belgaum, amounting to Rs.

3446.19 Lakhs is secured by (I) pari passu 1st charge on all

the movable and immovable proprietes of the company , both

present & future (II) Jointly & Severally, Irrevocable and Per-

sonal Guarantee of Directors.


mencing from January 2015. Last install-

ment due in July 2019.

Rate of interest (floating) : 13.50 % Per An-

num.

Note :# Entitled for Interest subvention from Sugar Development Fund @ 12.00% p.a.

As at31 March 2017

NOTE 4 - DEFERRED TAX LIABILITIES (NET)

-

-

-

a) Deferred Tax Liability on account of

i) Depreciation Total (a) :

b) Deferred Tax Asset on account of

i) Unabsorbded depreciation

ii) Provisions and expenses disallowable under Income Tax Act but allowable on payment basis

Total (b) :

c) Deferred Tax Liability Net Total (a-b) :

NOTE 5 - OTHER LONG TERM LIABILITIES

(a) Deferred Purchase Tax on Sugarcane

(b) Interest accrued but not due on borrowings

Total :

(Amount in )

(Amount in )

Particulars

Particulars

-

-

-

36,87,39,825

28,26,93,502

43,53,613

28,70,47,115

8,16,92,710

4 Term Loan from Shri Basaveshwar Sahakari Bank Niyamita,

Bagalkot amounting to Rs. 500.00 Lakhs is secured by (I) pari

passu 2nd charge on Plant & Machinery of the Factory.

(II) Personal Guarantee of Directors.


mencing from November 2015. Last install-

ment due in October 2021.

Rate of interest (floating) : 13.50 % Per An-

num.

As at31 March 2016

As at31 March 2017

As at31 March 2016

33,82,96,462

23,71,36,605

30,10,064

24,01,46,669

9,81,49,793

5 Term Loan from Shri Prabhulingeshwar Souhard Co-op Society

Limited, Siddapur amounting to Rs. 4500.00 Lakhs is secured

by 2nd Charge on Plant & Machinery of the Factory.

(II) Personal Guarantee of Core Promoters.


mencing from March 2019. Last installment

due in March 2024.

Rate of interest (floating) : 13% Per

Annum.

71

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PRABHU SUGAR

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PRABHU POWER

NOTE 7 - SHORT TERM BORROWINGS

Secured

(a) Working Capital Loan

From Banks

(Secured by pledge of sugar and hypothecation of inventories ofstore materials)

From other parties

(Secured by pledge of sugar)

Total (a) :

(b) Basaldose loan

From Banks

(Basaldose Loan from banks are secured by secondary chargeon Assets of the Company & Personal Guarantee of Core promotors)

Total (b) :

Unsecured

Working Capital Loan

From Other Parties

Total (c) :

Total (a+b+c) :

(Amount in )

Particulars

159,37,97,633

--

159,37,97,633

--

--

56,53,24,128

56,53,24,128

215,91,21,761

As at31 March 2017

As at31 March 2016

Particulars

(i) Total outstanding dues to Micro & Small Enterprises

(ii) Trade Payables

Total :

NOTE 8 - TRADE PAYABLES(Amount in )

1,54,581

151,67,80,988

151,69,35,569

As at31 March 2017

As at31 March 2016

126,50,00,000

53,10,24,020

179,60,24,020

9,99,98,292

9,99,98,292

--

--

189,60,22,312

7,84,618

199,95,06,603

200,02,91,221

NOTE 6 - LONG TERM PROVISIONS

(a) Provision for Employee Benefits

(i) Gratuity

(ii) Leave Encashment

Total :

(Amount in )

Particulars

4,70,60,618

1,99,15,431

6,69,76,049

As at31 March 2017

As at31 March 2016

3,92,56,582

1,81,97,580

5,74,54,162

72

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PRABHU SUGAR

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PRABHU POWER

NOTE 9 - OTHER CURRENT LIABILITIES

(a) Current maturities of long-term debt

(b) Interest accrued and due on borrowings

(c) Interest accrued but not due on borrowings

(d) Other Payables

(i) Deffered Purchase Tax on Sugar Cane

(ii) Others

Total :

(Amount in )

Particulars

NOTE 10 - SHORT TERM PROVISIONS

(a) Provision for Employee Benefits

Salary & Reimbursements

Contribution to PF

Gratuity

Leave Encashment

Bonus, Ex-Gratia & Insurance

(b) Other Payables

Provision for UI, Power Import Charges

Total :

(Amount in )

Particulars

20,43,86,232

-

65,86,192

18,59,78,596

9,57,61,759

49,27,12,779

89,37,328

19,30,695

40,84,023

21,03,498

54,42,487

18,56,279

2,43,54,310

As at31 March 2017

As at31 March 2016

As at31 March 2017

As at31 March 2016

20,38,08,000

-

1,14,45,904

18,59,78,596

45,57,92,691

85,70,25,191

96,35,015

20,70,582

39,61,207

23,55,929

1,50,65,829

- -

3,30,88,562

73

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PR

AB

HU

SU

GA

R

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PR

AB

HU

PO

WER

5,80,98,826

21,59,99,277

27,07,21,490

30,70,404

287,46,03,311

3,08,40,546

97,91,850

6,25,41,220

89,76,006

1,13,50,856

1,37,91,125

355,97,84,911

-

-

4,82,67,481

-

35,75,24,644

30,65,249

-

-

17,92,095

14,49,148

2,61,276

41,23,59,893

-

-

-

-

-

15,74,924

-

-

-

-

-

15,74,924

5,80,98,826

21,59,99,277

31,89,88,971

30,70,404

323,21,27,955

3,23,30,871

97,91,850

6,25,41,220

1,07,68,101

1,28,00,004

1,40,52,401

397,05,69,880

--

6,02,24,002

5,39,98,690

30,70,404

119,11,23,536

1,20,37,718

54,56,848

3,76,77,510

42,03,564

86,31,511

1,26,54,394

138,90,78,177

-

67,11,170

1,15,54,500

-

8,81,86,053

39,74,990

8,22,714

76,56,275

7,42,118

8,88,637

5,32,664

12,10,69,121

-

6,69,35,172

6,55,53,190

30,70,404

127,93,09,589

1,51,22,685

62,79,562

4,53,33,785

49,45,682

95,20,148

1,31,87,058

150,92,57,275

SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LIMITED., SIDDAPUR.

NOTE 11 - FIXED ASSETS

Depreciation

Tangible Assets

Land

Factory Buildings

Other Buildings

Temporary Sheds

Plant & Machinery

Vehicles

Tractors

Cane Harvesting Machine

Furniture & Fixtures

Office Equipments

Data Processing Machines

Total :

5,80,98,826

14,90,64,105

25,34,35,781

-

195,28,18,366

1,72,08,186

35,12,288

1,72,07,435

58,22,419

32,79,855

8,65,343

246,13,12,605

5,80,98,826

15,57,75,275

21,67,22,800

-

168,34,79,775

1,88,02,828

43,35,002

2,48,63,710

47,72,442

27,19,345

11,36,731

217,07,06,734

Net Block

(Amount in )

Deletions

8,90,023

8,90,023

23,90,09,456

23,90,61,456

28,96,89,186

28,96,89,186

40,57,92,125

40,57,92,125

Capital Work in Progress

Total :

12,29,06,517

12,29,06,517

12,29,06,517

12,29,06,517

23,90,09,456

23,90,09,456

73

As at31-03-2016

Particulars As at31-03-2016 Additions Deletions

Gross Block

Impair-ment

As at

31-03-2017

Upto

31-03-2016For the

Year

Upto

31-03-2017

As at31-03-2017

I.

1

2

3

4

5

6

7

8

9

10

11

Sl.

No.

123456

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PRABHU SUGAR

123456

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PRABHU POWER

74

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PRABHU SUGAR

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--

205,84,30,920

10,06,85,314

82,80,000

36,10,903

217,10,07,137

NOTE 15 - INVENTORIES

a) Work-in-Progress

b) Finished Goods

c) Stores and Spares

d) Baggase

e) Chemicals

Total :

(Amount in )

Particulars

2,74,79,500

10,000

2,74,89,500

(Amount in )

NOTE 12 - NON CURRENT INVESTMENTS

Other Investments

Unquoted (Valued at cost)

a) In Equity shares of

i) Co-op Banks

ii) Souhard Credit Co-Op Ltd

Total :

Particulars

1,98,31,198

1,98,31,198

(Amount in )

NOTE 13 - LONG TERM LOANS AND ADVANCES

a) Security Deposits

Unsecured, considered good

Total :

Particulars

4,01,06,002

4,01,06,002

(Amount in )

NOTE 14 - OTHER NON CURRENT ASSETS

Balance with Revenue Authorities

Total :

Particulars

As at31 March 2017

As at31 March 2016

As at31 March 2017

As at31 March 2016

As at31 March 2017

As at31 March 2016

As at31 March 2017

As at31 March 2016

2,74,79,500

10,000

2,74,89,500

2,03,87,865

2,03,87,865

4,05,43,777

4,05,43,777

--

234,79,84,207

11,03,90,039

5,43,33,460

32,23,365

251,59,31,071

75

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PRABHU POWER

31 March 2017 31 March 2016

370,82,88,463

0

370,82,88,463

21,23,22,310

349,59,66,153

NOTE 19 - REVENUE FROM OPERATIONS

a) Sale of Products

b) Other Operating Revenues

Revenue from Operations (Gross)

Less : Excise duty

Revenue from Operations (Net)

(Amount in )

Particulars

8,10,28,436

2,11,211

24,44,042

8,36,83,689

34,16,74,939

34,16,74,939

NOTE 17 - CASH AND BANK BALANCES

(i) Cash and Cash Equivalents

a) Balances with banks

b) Cash on hand

(ii) Other Bank Balances

Unclaimed Dividend Account

Total :

NOTE 18 - SHORT-TERM LOANS AND ADVANCES

a) Other Current Assets


Total :

(Amount in )

(Amount in )

Particulars

Particulars

14,26,36,572

14,26,36,572

2,46,72,733

2,46,72,733

16,73,09,305

NOTE 16 - TRADE RECEIVABLES

Trade receivables outstanding for a period less than six months from

the date they are due for payment


Trade receivables outstanding for a period exceeding six months from

the date they are due for payment


Total :

(Amount in )

ParticularsAs at

31 March 2017As at

31 March 2016

As at31 March 2017

As at31 March 2016

As at31 March 2017

As at31 March 2016

19,61,26,581

19,61,26,581

82,03,997

82,03,997

20,43,30,578

13,83,11,996

3,14,291

47,28,083

14,33,54,370

38,36,09,649

38,36,09,649

413,24,20,215

8,22,56,240

421,46,76,455

16,19,50,319

405,27,26,136

76

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PRABHU POWER

31 March 2017

32,23,365

226,02,74,962

226,34,98,327

36,10,903

225,98,87,424

NOTE 21 - COST OF MATERIALS CONSUMED(Amount in )

Raw Material

Opening Stock

Add : Purchases

Less : Closing Stock

Total :

Particulars

31 March 2017 31 March 2016

3,35,488

16,22,983

3,80,400

65,44,873

88,83,744

NOTE 20 - OTHER INCOME(Amount in )

Particulars

Interest Income

Dividend Income

Insurance Claim Received

Other non-operating income

Total :

31 March 2017 31 March 2016

329,66,99,515

0

8,10,60,832

1,73,97,840

339,51,58,187

30,69,01,526

62,28,750

0

31,31,30,276

370,82,88,463

0

0

370,82,88,463

Details of Sale of Products & Other Operating Revenues :

a) Sale of Products

i) Manufactured Goods

Sugar Domestic

Sugar Export (Export through third party)

Power

Steam

Total (A)

ii) By products

Molasses

Press Mud

Bagasse

Total (B)

Total (A)+(B)

b) Other Operating Revenues

Incentive from Export of Raw Sugar & Production Subsidy

Total (C)

Total (A)+(B)+(C)

(Amount in )

Particulars

31 March 2016

278,37,98,793

74,39,46,250

24,83,47,911

1,58,81,501

379,19,74,455

31,70,37,064

1,19,54,525

1,14,54,171

34,04,45,760

413,24,20,215

8,22,56,240

8,22,56,240

421,46,76,455

7,79,849

18,31,055

3,77,407

69,15,406

99,03,717

49,66,907

338,70,95,114

339,20,62,021

32,23,365

338,88,38,656

77

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31 March 2017 31 March 2016

14,23,67,241

1,26,18,013

1,02,82,946

28,84,683

15,51,105

22,85,167

17,19,89,155

(Amount in )

Salaries and Incentives

Employer’s Contribution to Provident Fund

Gratuity

Leave Encashment

Employee Deposit Linked Insurance

Staff welfare expenses

Total :

Particulars

NOTE 23 - EMPLOYEE BENEFITS EXPENSE

31 March 2017 31 March 2016

31 March 2017 31 March 2016

223,59,17,834

2,39,69,590

225,98,87,424

234,79,84,207

0

5,43,33,460

205,84,30,920

0

82,80,000

33,56,06,747

(Amount in )

Particulars

Sugar Cane

Chemicals

Total :

Details of Raw Material Consumed :

NOTE 22 - CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS

(Amount in )

Opening Stock

Finished Goods and By Products

Work in Process

Stock of Bagasse

Less : Closing Stock

Finished Goods and By Products

Work in Process

Stock of Bagasse

Total :

Particulars

31 March 2017 31 March 2016

37,77,48,520

47,89,361

38,25,37,881

(Amount in )

Particulars

Interest

Bank Charges

Total :

NOTE 24 - FINANCE COSTS

335,05,34,602

3,83,04,054

338,88,38,656

215,92,31,738

2,73,02,501

4,35,38,400

234,79,84,207

0

5,43,33,460

(17,22,45,028)

14,86,21,430

1,22,75,171

74,84,068

22,57,239

7,80,162

6,47,283

17,20,65,353

29,30,22,277

52,90,886

29,83,13,163

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31 March 2017 31 March 2016

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

1,85,46,952

6,10,95,655

2,58,16,364

9,60,285

2,06,12,403

2,10,15,391

43,85,155

21,10,297

21,60,000

6,94,861

41,00,000

32,70,098

19,19,599

13,15,509

1,00,89,117

1,29,63,010

18,09,472

2,92,000

1,08,000

35,437

2,34,104

18,69,861

54,22,832

0

20,08,26,402

NOTE 25 - OTHER EXPENSES(Amount in )

Fuel, Oil & Lubricants

Spares

Packing Materials

Bagasse Handling Expenses

Repairs & Maintainance of Machinery

Factory Maintainance - Other Assets

Sugar Bagging Expenses

Other Manufacturing Expenses

Directors Remuneration

Travelling Expenses - Directors

Directors Sitting Fees

Legal, Consultancy & Professional Charges

Postage, Telegram & Telephone Charges

Printing & Stationery

Rent, Rates, Taxes, Electricity, Insurance, Collateral Security

Management Charges & Adm Charges

Repairs and Maintenance - Buildings & Others

Travelling, Conveyance & Honorarium Expenses

Auditors Remuneration

a) Audit Fees

b) Tax & VAT Audit

c) For Reimbursement of Expenses

Loss on Sale of Asset

Selling & Distribution Expenses & Business Promotion

Miscellaneous Expenses

Prior period items (net)

Total :

Sl.No. Particulars

1

2

31 March 2017 31 March 2016

0

0

0

(Amount in )

Sl.No.

Prior period items (net) represents

Debits relating to earlier years

Credits relating to earlier year

Total :

5,41,24,058

5,07,38,778

5,74,60,545

19,67,177

1,28,98,670

2,02,38,373

81,88,480

20,06,532

17,40,000

6,23,449

26,14,500

56,08,036

15,91,220

17,76,797

90,56,346

79,81,207

23,79,978

2,92,000

1,08,000

26,569

14,611

18,76,916

55,02,789

2,62,642

24,90,77,673

3,50,318

87,676

2,62,642

79

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26. Segment Reporting:

a. Accounting Policies:

The Accounting Policies adopted for segment reporting are in line with the accountingpolicies adopted by the Company.

b. Segment Information:

(i) Business Segment :

The Company has considered sugar and co-generation of power as the primarysegments for disclosure. These have been identified taking into account theorganizational structure as well as the differing risks and returns of the segments.

(ii) Geographical Segments :

This comprises of domestic market and export market to which the companycaters. For the year 2016-17, there is no export turnover.

(iii) Segment Assets :

It includes all operating assets used by respective segments and consists principallyof Trade Receivable, inventories and fixed assets. Segmental liabilities includeTrade Payable and other liabilities.

27. Related Party Disclosures :

Related party disclosures have been made herein below. The related parties, in respectof which disclosures have been made, have been identified on the basis of disclosuremade by key managerial persons and taken on record by the Board.

(i) List of Related parties and Description of Relationship :

A) Associates

(a) M/s. Siddapur Distilleries Limited.(b) M/s. Gudagunti Project Engineers Pvt. Ltd.

B) Key Management Personnel

a) Shri Jagadeesh S. Gudagunti - Chairman & Managing Director

b) Shri Dharmalingayya J. Gudagunti - Executive Director(Admn) & CFO

b) Shri Rajendrakumar S. Gudagunti - Executive Director (Cane)

c) Shri Mahendra B. Horaginamani - Company Secretary

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(ii) Information relating to related party transactions for the year ending 31st March 2017

28. Unexecuted Contracts:

Estimated amount of contracts remaining unexecuted on capital account is . Nil (PreviousYear Rs. Nil).

29. Investments and Current Assets:

In the opinion of the Board, all investments, current assets including Stock-in-trade, TradeReceivable and Loans and Advances would in the normal course of business be realisable atthe values stated.

30. List of Micro, Small and Medium Enterprises to whom the Company has payments due,have been identified from available information as at 31st March, 2017:

i) The Kolar Chemical Works, Banahatti

ii) Patil Thermoplastics, Sangali

iii) Mysore Cements Pipes Industries, Jamkhandi

ASSOCIATES

Description

(Amount in )

Siddapur Distilleries Ltd.

2016-17 2015-16

Purchase of goods

Sale of goods

Rendering of Services

Receiving of Services

Amount Outstanding(Due to the Company)

Amount Outstanding(Due by the Company)

1,30,28,469

32,88,71,543

64,090

2,03,250

10,52,72,359

70,87,679

(Amount in )

Key Management Personnel Jagadeesh S. Gudagunti, Chairman &Managing Director, Dharmalingayya J.

Gudagunti, Executive Director(Admn)&CFO and Rajendrakumar

S. Gudagunti, Executive Director

Description

2016-17 2015-16

Purchase of goods 2,68,19,245 2,19,13,056

1,15,35,980

30,10,65,741

12,43,856

2,01,483

10,60,76,225

71,40,972

Receiving of services 66,654 --

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31. Disclosure in respect of specified bank notes held and transacted :

32. The balance of few of the receivable and payable, Loans and advances are subject toreconciliation and confirmations and consequential expenses/incomes.

33. Figures have been rounded off to nearest rupee value.

34. Previous year figures have been reclassified/regrouped/rearranged, wherever necessary,to be in conformity with this year’s presentation.

35. Significant accounting policies and practices adopted by the company are Disclosed in thestatement annexed to these financial statement Annexure-I.

For Shri Prabhulingeshwar Sugars and Chemicals Limited

Place: SiddapurDate: 04-08-2017

*As per our report of even date attached*

For NATARAJ & CO.,


FRN 006442S

Sd/-

(M.B.NATARAJ)

PROPRIETOR(M.No. 202826)

Sd/-

JAGADEESH S. GUDAGUNTI


Sd/-RAJENDRAKUMAR S. GUDAGUNTI

Executive Director

Particulars

Closing Cash in hand as on08.11.2016

SpecifiedBank Notes

(SBNs)

OtherDenominationNotes & Coins

Total

(+) Permitted receipts

(-) Permitted payments

Amount deposited in Banks

Closing Cash in hand as on30.12.2016

14000

-

14000

-

-

185365

1378277

933586

2000

628056

199365

1378277

947586

2000

628056

Sd/-DHARMALINGAYYA J. GUDAGUNTIExecutive Director (Admn) & CFO

(Amount in )

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ANNEXURE - I

STATEMENT OF SIGNIFICANT ACCOUTING POLICIES AND PRACTICES(Annexed to and forming part of the financial statements for the year ended 31st March, 2017)

(I) ACCOUNTING POLICIES:

1. Basis of Accounting:

a. The Financial Statements have been prepared based on historical cost convention and accrual

basis of accounting and are in conformity with the Accounting Standards notified under the Companies

Act, 2013 (“the Act”) read with General Circular No.15/2013 dated 13th September, 2013 of the

Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 unless otherwise

specifically stated.

2. Recognition of Income and Expenditure:

a. The sales are shown net of value added tax and excise duty, if any.

b. Scrap is accounted on actual sale basis.

c. Dividend income on investment in shares is recognised based on the establishment of Company’s

right to receive the same.

d. Sale of steam and pressmud has been recognized based on commercial invoice raised during the

year.

e. The Government grants are accounted on accrual basis after the conditions specified for claiming

such grants have been complied as detailed in Clause 9 herein below.

3. Fixed Assets:

Fixed Assets (Net of Cenvat Credit wherever applicable) are stated at cost less accumulated

depreciation and cost includes applicable overheads till the date of commissioning. Capital

work-in-progress is stated at cost.

4. Depreciation & Amortisation:

Depreciation amount for assets is the cost of an asset, or other amount substituted for cost, less its

estimated residual value.

Depreciation on Tangible Fixed Assets has been provided on the straight line method as per the useful

life prescribed in Schedule II to the Companies Act, 2013.

5. Cash Flow Statement:

Cash flows are reported using indirect method, whereby net profit before tax is adjusted for

the effect of its transactions of non-cash nature, any deferrals or accruals of past or future

operating cash receipts or payments and items of expenses associated with investing or

financing cash flows. The cash flows from operating, investing and financing activities of the

groups are segregated.

6. Investments:

Non Current investments are carried at cost. Diminution in the value of investments, meant to

be held for a long period of time, is not recognized as in the opinion of the Directors; such

diminution in value is purely temporary.

7. Valuation of Inventories :

(A) Inventories of finished stock and spares are valued at lower of cost or net realizable

value as under:

a) Finished stock of sugar is valued at net realizable value

b) Stocks of stores, spares and consumables have been valued at Cost.

(B) By-products Molasses & Bagasse are valued at net realizable Value.

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8. Employee Benefits:

a. Monthly contributions towards provident fund are paid by the company to the

Provident fund Commissioner.

b. Leave encashment and Gratuity liability is determined and provision held as

per Actuarial Valuation.

9. Government Grants:

Revenue Grants are recognized in the Statement of Profit & Loss in accordance with the

terms of the related scheme and in the period in which these are accrued.

10. Borrowing Cost:

Borrowing costs that are directly attributable in respect of qualifying assets are capitalized as

part of qualifying fixed assets till the date of commissioning of respective assets. Other

borrowing costs are recognized as expense in the period in which they are incurred.

11. Taxation:

a. Income tax expenses comprise current tax and deferred tax charge or credit.

Provision for current tax is made at the tax rate applicable to the relevant

assessment year.

b. Deferred tax is recognized on timing differences; being the difference between

taxable incomes and accounting income that originate in one period and are

capable of reversal in one or more subsequent periods. Deferred tax liability

is set off to the extent of deferred tax asset if any, and the balance of deferred

tax liability is charged.

12. Impairment of Assets:

Management evaluates at regular intervals using external and internal sources whetherthere is any impairment of any asset. Any loss arising on account of impairment isrecognized as expenditure.

13. Provisions, Contingent Liabilities and Contingent Assets:

a. Provisions are recognized for liabilities that can be measured only by using asubstantial degree of estimation, if the amount of the obligation can bereasonably estimated.

b. Contingent Liability is disclosed in the case of a possible obligation, unless theprobability of outflow of resources is remote.

c. Contingent Assets are neither recognized nor disclosed in the financial statements.

14. Earnings per Share:

Basic Earnings per Share are calculated by dividing the net profit/loss for the periodattributable to equity share holders by the weighted average number of equity sharesoutstanding during the period.

Diluted Earnings Per Share are calculated by dividing the net profit/loss for the periodattributable to equity share holders by the weighted average number of equity sharesoutstanding during the period as adjusted for the diluted potential equity shares, if any.

15. Segment Reporting:

Segment revenue, results, assets and liabilities have been identified to represent segments on thebasis of their relationship to the operating activities of the segment. Revenue and expenses, whichrelate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have beenincluded under “Unallocated Corporate Income/ Expenses”. Unallocated assets mainly relate to fixedassets at factory not directly identifiable to any segment.

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This page is kept blank intentionally

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PRABHU POWER

FORM NO. SH-13

Nomination Form[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the

Companies (Share Capital and Debentures)Rules 2014]

To,

Name of the Company: Shri Prabhulingeshwar Sugars & Chemicals Ltd, Siddapur

Address of the Company: Siddapur, Tq. Jamkhandi, Dt. Bagalkot.

I/We...........................................................................................................the holder(s) of the secu-

rities particulars of which are given hereunder wish to make nomination and do hereby nominate

the following persons in whom shall vest, all the rights in respect of such securities in the event

of my/our death.

1. PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Name of Securities Folio No. No. of Securities Certificate No. Distinctive No.

2. PARTICULARS OF NOMINEE/S

a) Name:

b) Date of Birth:

c) Father's /Mother's/ Spouse's Name:

d) Occupation:

e) Nationality:

f) Address:

g) e-mail id:

h) Relationship with security holder:

3. IN CASE NOMINEE IS A MINOR—

a) Date of birth:

b) Date of attaining majority:

c) Name of guardian:

d) Address of guardian:

Name :

Address:

Name & Signature of the Security Holder Signature of the Nominee Witness with name and address

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FORM NO. SH-14

Cancellation or Variation of Nomination

[Pursuant of sub-section (3) of section 72 of the Companies Act,2013 and rule 19(9) of the

Companies (Share Capital and Debentures)Rules 2014]

Name of the Company: Shri Prabhulingeshwar Sugars & Chemicals Ltd, Siddapur

I/We hereby cancel the nomination(s) made by me/us in favor of....................................................

..........................................................................(name and address of the nominee) in respect of

the below mentioned securities.

OR

I/We hereby nominate the following person in place of ...........................................as nominee in

respect of the below mentioned securities in whom shall vest all rights in respect of such securities

in the event of my/our death.

1. PARTICULARS OF THE SECURITIES (in respect of which nomination is being

cancelled / varied)

2. a) PARTICULARS OF THE NEW NOMINEE--

i. Name:

ii. Date of Birth:

iii. Father's /Mother's/ Spouse's Name:

iv. Occupation:

v. Nationality:

vi. Address:

vii. E-mail id:

viii. Relationship with security holder:

b) IN CASE NOMINEE IS A MINOR—

i. Date of Birth:

ii. Date of attaining majority:

iii. Name of guardian:

iv. Address of guardian:

Name of the Security Holder(s)

Witness with name and address

Signature

Name of Securities Folio No. No. of Securities Certificate No. Distinctive No.

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PRABHU POWERPRABHU SUGAR





Phone : 08353-238004, 238200 Fax : 08353-238164, 238166

PROXY FORM (MGT-11)

Name of the Member(s) :

Registered Address :

Email ID :

Regd. Folio/Client ID No. :

DP ID No. :

No. of Shares :

I/We______________________________of________________in the district of________________

being a Member/Members of Shri Prabhulingeshwar Sugars and Chemicals Limited, Siddapur

hereby appoint Mr./Mrs___________________________________of ______________________ in

the district of____________________________________or failing him/her,

Mr./ Mrs._________________________of___________________________in the district of

___________________________ as my/our proxy to attend and vote for me/us on my/our behalf

at the Twenty Second Annual General Meeting of the Company to be held on Thuesday,

September 26, 2017 at 03:00 p.m. at Factory Office at Siddapur and at any adjournment

thereof in respect of such resolutions as are indicated below:

ResolutionNumber

Resolution

Pleasemention no.

of sharesFor Against

1 To receive, consider and adopt the AditedFinancial Statements for the Financial Year ended31.03.2017, along with notes and schedulestogether with the Board’s Report along withanexures & Auditor’s Report there on.

2 To Appoint Director in place of Shri Sateesh S.Gudagunti (DIN-00464924) who retires byrotation and being eligible, offer himself for reappointment.

Ordinary Business :


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88

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3

4 To appointment Statutory Auditors.

To Appoint Director in place of Shri NagappaG. Sanadi (DIN-00666766) who retires byrotation and being eligible, offer himself forre-appointment.

5

6

To appoint Shri Rajendrakumar S. Gudagunti,as a Executive Director (Cane) and to revisehis remuneration.

7

8

To appoint Shri Dharmalingayya J. Gudagunti,as a “Executive Director(Admn)” and toapprove remuneration fixed by Board ofDirectors.

To appoint Shri Suresh P. Hiremath, as an“Independent Director” of the company forthe period of one year with effect from26.09.2017 to till the conclusion of 23rd AGM.

To consider, confirm and ratification ofremuneration to Cost Auditors for theF.Y.2017-18

Special Business :

Signed this ________day of __________Affix Rs. One

Revenue Stamp

Signature of the Shareholder Signature of the Proxy

Note : The proxy form duly signed across the revenue stamp of One Rupee must reach the Company's Registered Office not less than 48 hours before the time of the meeting.

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89

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PRABHU POWER





Phone : 08353-238004, 238200 Fax : 08353-238164, 238166

BALLOT FORM (MGT-12)

{Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c)of the Companies(Management and Administration) Rules, 2014}

Name of the Member(s) :

Registered Address :

Email ID :

Regd. Folio/Client ID No. :

DP ID No. :

No. of Shares :

I/We hereby exercise my/our vote in respect of Ordinary/Special Resolution enumerated belowby recording any assent/dissent to the said resolution given below:


ResolutionNumber

Resolution

Pleasemention no.

of sharesFor Against

1 To receive, consider and adopt the AditedFinancial Statements for the Financial Year ended31.03.2017, along with notes and schedulestogether with the Board’s Report along withanexures & Auditor’s Report there on.

2 To Appoint Director in place of Shri Sateesh S.Gudagunti (DIN-00464924) who retires byrotation and being eligible, offer himself for reappointment.

Ordinary Business :

PRABHU SUGAR

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90

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Signed this ________day of __________

Signature of the Shareholder

3

4 To appointment Statutory Auditors.

To Appoint Director in place of Shri NagappaG. Sanadi (DIN-00666766) who retires byrotation and being eligible, offer himself forre-appointment.

5

6

To appoint Shri Rajendrakumar S. Gudagunti,as a Executive Director (Cane) and to revisehis remuneration.

7

8

To appoint Shri Dharmalingayya J. Gudagunti,as a “Executive Director(Admn)” and toapprove remuneration fixed by Board ofDirectors.

To appoint Shri Suresh P. Hiremath, as an“Independent Director” of the company forthe period of one year with effect from26.09.2017 to till the conclusion of 23rd AGM.

To consider, confirm and ratification ofremuneration to Cost Auditors for theF.Y.2017-18

Special Business :

PRABHU SUGAR

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ROUTE MAP

SiddapurVillage

ShirolVillage

92

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SHRI PRABHULINGESHWAR SUGARS AND CHEMICALS LTD., SIDDAPUR

Regd. Office & Factory : Siddapur-587 301. Tq.: Jamkhandi, Dt.: Bagalkot.

CIN-U85110KA1995PLC017861, ISO : 14001 : 2004 Certified


( : 08353-238004, 238200, Fax : 08353-238164, 238166

ATTENDANCE SLIP

Folio No. :

Name of the Shareholder :

* Name of the Proxy :

I hereby record my presence at the 22nd Annual General Meeting of Shri Prabhulingeshwar Sugars &

Chemicals Ltd held on Tuesday 26th September 2017 at 3-00 p.m. at Factory Premises, Siddapur.

* To be filled by the Proxy Signature of the Shareholder/Proxy

Single Side

PRABHU SUGAR

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Documents

SHRI PRABHULINGESHWAR SUGARS AND …prabhusugar.com/docs/22 Annual Report - English.pdfvShri Jagadeesh S. Gudagunti - Chairman and Managing Director vShri Rajendrakumar S. Gudagunti