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VISHNU SUGAR MILLS LIMITED

BOARD OF DIRECTORSK. K. BAJORIA, Managing Director

H. K. BAJORIA, Jt. Managing DirectorP. K. DALMIAR. K. MORE

AUDITORS

L. B. JHA & CO.Chartered Accountants

SOLICITORS

KHAITAN & CO.1B, Old Post Office Street

Kolkata-700 001

BANKERS

STATE BANK OF INDIA

REGISTERED OFFICE

C-3/3, GILLANDER HOUSE8, NETAJI SUBHAS ROAD

KOLKATA-700 001

FACTORY

P.O. : VISHNU SUGAR MILLSGOPALGANJ - 841428

BIHAR

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CONTENTS

Directors' Report 3

Corporate Governance Report 8

Management Discussion and Analysis Report 13

Auditors' Report 15

Annexure To The Auditors' report 17

Balance Sheet 20

Statement of Profit & Loss 21

Cash Flow Statement 22

Notes to Financial Statement 23

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DIRECTORS' REPORT

TO THE SHAREHOLDERS

The Board of Directors have pleasure in presenting the eighty-first Annual Report together withAudited Accounts of the company for the year ended on 31st March, 2013.

Rs. Rs.FINANCIAL RESULTS :

Profit before interest, depreciation & taxation 8,97,33,313Less : Interest 5,04,80,066

Depreciation 2,21,26,087Taxation

Deferred Tax 36,70,6267,62,76,779

Profit for the year 1,34,56,534

To which is added

Balance brought forward from previous year 1,07,68,955

2,42,25,489

Appropriation :Molasses Storage Reserve 1,16,85,342

Balance to be carried forward to next year 1,25,40,147

DIVIDEND :

In view of meager profit and to conserve the resources, Directors do not recommend paymentof Dividend on Equity Shares for the year under review.

OPERATIONAL RESULTS :

The operation of the crushing season 2012-13 commenced on 29th November, 2012 andconcluded on 16th March, 2013 after crushing 44.76 lac quintals of cane against 39.19 lac quintalsin the last season. Inspite of improvement in cane availability, there has been sharp decline insugar recovery which dropped to 8.97 percent against 9.50 percent last year due to unprecedentedadverse weather conditions consequent to which sugar content in sugar cane was drasticallyreduced. This was general phenomenon throughout the State of Bihar where entire sugar millssuffered immensely due to abrupt fall in sugar recovery. The cost of production went haywiremainly due to low recovery, sharp increase in sugar cane cost and manufacturing expenses.

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INDUSTRY SCENARIO & POLICIES :

Sugar production in the country for the season 2012-13 is likely to be around at 230 lac tonsagainst 234 lac tons last year & closing stock 180 lac tons against 173 lac tons. In spite ofsugar surplus Import continue unabated and sugar prices ruled much below cost ofproduction.

The imposition of supply of levy sugar was dispensed with on 4th April, 2013 on the productionof sugar for the season 2012-13 along with monthly release system.

The Fair & Remunerative Price (FRP) of sugar cane for the season 2012-13 was fixed atRs.170/- per qtl. as against Rs.145/- per qtl. in the last season, linked to a basic recovery of9.5%. The FRP for the season 2013-14 has been increased to Rs.210/- per qtl. However, theseprices remained a notional price as every State Govt. announced a very high cane price to gainpolitical mileage, ignoring the economics and paying capacity of Sugar Mills.

The completion of expansion of capacity to 7500 TCD in phases has been delayed due tounfavorable Govt. policies & market condition.

As per Notification issued by the Govt. of India dated 04-06-2010 & 09-08-2010 all the listedcompanies are required to achieve the norms of listing in regard to public share holdings. Inview of the above the Company is in the process of voluntary delisting of its Equity Shares fromBombay Stock Exchange Ltd. in accordance with SEBI (Delisting of Equity Shares) Regulation,2009.

DIRECTORS :

Mr. P. K. Dalmia retires from the board by rotation and being eligible offers himself for re-appointment.

AUDITORS :

Messrs. L.B. Jha & Co., Chartered Accountants, auditor of the company, retire and haveexpressed their willingness to continue in office, if re-appointed.

The note to the accounts referred to in the Auditors’ Report are self-explanatory and thereforedo not call for any further explanation under section 217(3) of the Companies Act, 1956.

PARTICULRS OF EMPLOYEES :

None of the employees of the company were in receipt of remuneration, which in the aggregateexceeded the limits fixed under sub-section (2A) of the Section 217 of the Companies Act,1956.

DIRECTORS' REPORT (Contd.)

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CONSERVATION OF ENERGY :

Information as per Section 217(1) (a) of the Companies Act, 1956 to the extent applicable areset out in annexure hereto.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors state that in the preparation of the annual accounts, the applicable standardshave been followed. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of the financial year andof the profit of the company for that period. They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities and that the annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE :

The company has obtained secretarial Compliance Certificate as required under Companies(Compliance Certificate) Rules, 2001. Members can inspect the same at the registered officeof the Company.

CORPORATE GOVERNANCE :

The Management discussion and analysis and the compliance of recommendations oncorporate governance are annexed to this report.

APPRECIATION :

Your Directors wish to place on record the sincere and dedicated services of workers, staff andofficers of the company. Your Directors also take this opportunity to express their appreciationfor the instinctive support and assistance received from your banker, State Bank of India.

For and on behalf of the Board

Place : Kolkata K. K. BAJORIADated : 20th July, 2013 Managing Director

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Information pursuant to the Companies (Disclosure of Particulars in the report of Board ofDirectors) Rules, 1988 and forming part of the Directors' Report for the year ended31st March, 2013.

CONSERVATION OF ENERGY :

a) Energy Conservation Measures taken :

Your Company continues to give priority to conservation of energy on an ongoing basis byinstalling latest equipment and automation of control devices and instruments.

b) The required data with regard to conservation of energy is furnished below :

A. Power and Fuel Consumption : Current Year Previous Year(in process of manufacture) 2012-2013 2011-2012

1. Electricity

a) Units purchased (Units) – –

Total amount (Rs.) – –

Rate per unit (Rs.) – –

b) Own generation throughDiesel Generators (Units) 5,10,518 5,15,707

Units per ltr. of diesel oil 3.23 3.21

Cost per unit (Rs.) 14.26 13.30

c) Through Steam Turbine/Generator

Units 96,45,700 95,30,514

Units per qtl. of Bagasse Steam produced Steam producedby use of own by use of own

bagasse bagasse

2. Coal, Furnace oil & others Nil Nil

B. CONSUMPTION PER UNIT OF PRODUCTION :Sugar (In lac qtls.) 4.12 3.84

Electricity per qtl. of sugar 24.66 26.17

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C. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION :

Your company has been carrying out research & development in the following specific areas :

(i) Heat Treatment Therapy to eradicate seed borne diseases.(ii) Pest control measures to protect cane from diseases.(iii) Rearing of seed nurseries for new improved varieties.(iv) Ratoon and Water Management of sugarcane crop.(v) Soil Test and Biological Control Laboratory.(vi) Tissue Culture Laboratory.(vii) Production of Vermi Compost using press mud and other sugar mill waste.

Future Plans are :

(i) Production of De-composer.(ii) Continue research for better yielding and disease free cane varieties.(iii) Installation of machineries with latest technology along with expansion of crushing

capacity to 7500 TCD.(iv) Expansion of capacity Bio Compost & Vermi Compost project.(v) Setting up Cogeneration Plant for generation of electricity.(vi) Expansion of Tissue Culture Lab.(vii) Setting up a Distillery.(viii) Water & Steam management.(ix) Power saving devices.

The company has not imported any technology.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the period, there has been outgo in foreign exchange equivalent to Rs.NIL.

For and on behalf of the Board

Kolkata K. K. BAJORIADated : 20th July, 2013 Managing Director

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CORPORATE GOVERNANCE REPORT1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :Vishnu Sugar believes that good corporate governance is essential to achieve long term corporategoals and enhance shareholders' value. The company is committed to produce sugar and valueadded by-products of good quality and strive continuous improvement in all spheres of its activitiesto create value that can be sustained over a long term for all the shareholders, employees,customers, government and lenders. Vishnu Sugar endeavours to ensure that high standard ofethical conduct are met through the organization.2. BOARD OF DIRECTORS :(i) Composition of Board of Directors, Meeting of Board of Directors, Attendance, Directorship in

other companies held by Directors are as follows :Director No of No of Last No. of Chairman Category No. of

Board Board AGM Outside & sharesMeetings Meetings attended Directorship Membership held

Attended held (other inthan Pvt. Ltd. Committee& Co. regd. of other

u/s 25) CompaniesMr. K. K. Bajoria 5 5 YES NIL NIL Promoter & Executive 27312Mr. H. K. Bajoria 5 5 YES NIL NIL Promoter & Executive 69731Mr. R. K. More 5 5 YES 4 NIL Independent & 792

Non-ExecutiveMr. P. K. Dalmia 5 5 YES NIL NIL -do- NIL

(ii) Board Meetings held during the financial year ended 31st March, 2013 :During the financial year 2012-13, 5 (five) Board Meetings were held on 30.04.2012, 30.07.2012,02.11.2012, 04.02.2013 and 23.02.2013.

(iii) CODE OF CONDUCT :The Company has a code of cunduct for all its Board Members and Senior Managementpersonnel for avoidance of conflicts of interest. It has received from all of them the necessarydeclarations affirming compliance with it during the year 2012-13.

(iv) The Company has not had any pecuniary relationship with any of the Non-Executive Directorsduring the year under review.

(v) RISK MANAGEMENT FRAMEWORK :The Company has is place mechanisms to inform to the Board of Members about the RISKassessment area minimization procedure and periodically review to ensure that executivemanagement control risk by means of a property defined framework.

3. AUDIT COMMITTEEThe Audit Committee of the Company met 04 times during the financial year 2012-13 on30.04.2012, 30.07.2012, 02.11.2012 and 04.02.2013.

TERMS OF REFERENCEThe role and terms of reference of the Audit Committee covers the areas mentioned under Clause49 of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms asmay be referred to by the Board of Directors. These include oversight of Company's financialreporting process and disclosure of financial information to ensure that the financial statement iscorrect, sufficient and credible; reviewing annual and quarterly financial statements with managementbefore submission to the Board; reviewing the adequacy of internal control systems with

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management, external and internal auditors and reviewing the company's financial risk andmanagement policies.The Constitution of Audit Committee and attendance at the meeting were as follows :Name of the Members Status No. of Meetings attendedMr. P. K. Dalmia (Chairman) Independent & Non-Executive 04Mr. R. K. More Independent & Non-Executive 04Mr. H. K. Bajoria Executive Director 04The Chairman of the Audit Committee attended the Annual General Meeting of the Company heldon 21.09.2012 and he ensured that necessary clarifications were provided to the members of theCompany on issues regarding accounts and finance.

4. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEEThe constitution of Shareholders/investors Grievance Committee is leaded by Mr. R.K. More, Non-Executive Director, Mr. M. M. Banerjee, acts as the Compliance Officer to the Shareholders/InvestorsGrievance Committee. As on 31st March 2013 there are no complaints pending.5. REMUNERATION COMMITTEEThe Company has no remuneration committee and matters relating to remuneration to Executive/Non Executive Directors are considered by the Board of Directors of the Company. Theremunerations payable/paid to Executive Directors are within the limits prescribed u/s 198 of theCompanies Act, 1956 and are approved by the Shareholders at the General Meeting.

REMUNERATION OF DIRECTORS FOR FINANCIAL YEAR 2012-13(Amount in Rs.)

Name of the Director Sitting Fee Salaries Perquisites/ TotalBenefits

Non Executive DirectorsSri P. K. Dalmia 1,250 NIL NIL 1,250Sri R. K. More 1,250 NIL NIL 1,250Executive DirectorsSri K. K. Bajoria, NIL 12,000 1,50,000 1,62,000Managing DirectorSri H. K. Bajoria, NIL 12,000 1,50,000 1,62,000Jt. Managing Director

Service Contract is for 5 years. Notice period — NoneSeverance Fee — NIL Stock Option during the year — NIL

6. GENERAL BODY MEETINGLocation and time of last Annual General Meetings are as under :Financial Year Venue Date Time

2010 8, N. S. Road, Kolkata-700 001 17th September, 2010 10.00 A.M.

2011 Do 26th September, 2011 10.00 A.M.

2012 Do 21st September, 2012 10.00 A.M.

Details of Special Resolution passed at Annual General Meetings held during last three years –NONE.No special resolutions were put through postal ballot last year but there is a proposal this year.

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7. DISCLOSURES

(i) The Company had no materially significant related party transaction, which was consideredto have conflict with the interest of the Company during the year under review besides thetransactions reported in note no. 24.10 of other disclosures of Annual Report.

(ii) There has not been any non-compliance, penalties or strictures imposed on the Companyby the Stock Exchange, SEBI or any other statutory authority, on any matter relating to thecapital markets, during the last three years.

(iii) The Company has complied with all mandatory requirements of Clause 49 as per listingagreement.

(iv) Reconcilliation of Shares Audit & Certificate under clause 47C of the listing agreement, thecertificate pursuant to SEBI circular dated 31.12.2002 and as per clause 47C of the listingagreement with the Stock Exchange have been duly certified by the practicing companysecretary are been submitted to the Stock Exchange.

8. MEANS OF COMMUNICATION

In compliance with clause 41 of the Listing Agreement, the Quarterly, Half yearly and Annual Resultswere published in the leading English and Bengali Newspapers in Financial Express, and DainikLipi and are informed to Stock Exchange, however half yearly results are not sent to each household& shareholders. The company's website is www.vishnusugar.com.

9. GENERAL SHAREHOLDERS INFORMATION

(i) AGM - Date & Time : 9th September, 2013, at 10 a.m.

Venue : C-3/3 Gillander House8, N. S. Road, Kolkata - 700 001

(ii) Financial Year Calendar for 2013-2014 (Tentative)Results for quarter ending June, 2013 First week of August, 2013Results for quarter ending September, 2013 First week of November, 2013Results for quarter ending December, 2013 First week of February, 2014Results for quarter ending/Annual March, 2014 Fourth week of May, 2014

(iii) Financial Year : The financial year of the Company covers 1st April to 31st March

(iv) Date of Book Closure 05.09.2013 to 09.09.2013

(v) Outstanding ADRs/GDRs Warrants or any convertible instruments, conversion date and likelyimpact on equity : Nil

LISTING OF EQUITY SHARES ON STOCK EXCHANGE AT

Bombay Stock Exchange Ltd., Mumbai

STOCK CODE

• BSE Code 507405• ISIN Number for NSDL & CDSL INE 211K01014

Listing Fees for the year 2012-13 have been paid by the Company.

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STOCK MARKET DATA

Mumbai Stock Exchange (BSE)

High (Rs.) Low (Rs.)April, 2012 1241.15 1241.15May, 2012 1265.95 1265.95June, 2012 1265.95 1265.95July, 2012 1265.95 1265.95Aug., 2012 1265.95 1265.95Sep., 2012 1265.95 1265.95Oct., 2012 1265.95 1265.95Nov., 2012 1265.95 1265.95Dec., 2012 1265.95 1265.95Jan., 2013 1265.95 1265.95Feb., 2013 1265.95 1265.95Mar., 2013 1265.95 1265.95

Share Price Performance in comparison to BSE Sensex.Financial year ended 31st March, 2013

BSE SensexVishnu BSE Sensex

up 2.00% up 8.23%

REGISTRAR AND TRANSFER AGENTS, SHARE TRANSFER SYSTEM

SABI VINIYOG PVT. LTD. is the Company's Registrar & Share Transfer Agents and their contactdetails are as follows :

SABI VINIYOG PVT. LTD. PHONE NO. : 033 2231 90121, OLD COURT HOUSE CORNER FAX : 033 2231 70035TH FLOOR, ROOM NO. 514, 519 E-mail : [email protected] 001

SHARE TRANSFER SYSTEM

The share transfers/transmission which are received in physical form are normally put into effectwithin a maximum period of 15 days from the date of receipt by the company's inhouse servicesthrought its Secretarial Department. The dematerialized shares are directly transferred to thebeneficiaries by the Depositors.

DISTRIBUTION OF SHAREHOLDING AS ON 31st March 2013

a) According to category of Holding :

Category No. of Shareholders % of Shareholders No. of Share % of SharesPromoters 16 45.71 226515 94.38Mutual Funds/UTI – – – –

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Category No. of Shareholders % of Shareholders No. of Share % of SharesFinancial Institutions & Banks – – – –Foreign Financial Institutions – – – –Insurance Companies – – – –NRI/OCB – – – –Private body Corporate 3 8.58 6184 2.58Individuals 16 45.71 7301 3.04GDRs – – – –

35 100.00 240000 100.00b) According to number of Equity Shares held :

No. of Equity Shares held No. of Folios No. of Shares held % of Share holding1-100 15 475 0.20

101-200 1 110 0.05201-500 1 240 0.10

501-1000 3 1808 0.751001-2000 2 2960 1.232001-5000 3 10640 4.43

5001-10000 2 19432 8.1010001 and above 8 204335 85.14

Total 35 240000 100.00

As per SEBI's guideline your Company's shares are compulsorily traded as demateralized form forall the Investors. So far 186959 nos. of shares are in dematerialized form.PLANT LOCATIONCompany's Sugar Plant is situated at Gopalganj, BiharADDRESS FOR CORRESPONDANCEC-3/3, Gillander House8, N.S. Road, KolkataW.B. Pin - 700001RE-APPOINTMENT OF DIRECTORMr. P. K. Dalmia, independent & Non-Executive Director is due for retirement by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment. A briefparticular of the said Director is given below :Mr. Pawan Kumar Dalmia, aged 58 years, is a Commerce Graduate. He is a successfulbusinessman having vast experience in different fields like Sugar, Iron etc. He joined the Board ofthe Company in 2004.Declaration under clause 49 of the Listing Agreement by the Managing DirectorThe Shareholders,I, Krishna Kumar Bajoria, Chairman and Managing Director, do hereby declare that all the BoardMembers and Senior Management have affirmed their compliance of the code of conducts for themembers of the board and senior management of Vishnu Sugar Mills Ltd.

K K BajoriaDate : 20/07/2013 Chairman and Managing Director

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Opportunities and threats

Decontrol of Sugar may provide opportunities to increase production and export. Threat ispolitically fixation of high cane price.

Segment wise performance

The segment wise performance is furnished under the Notes to accounts.

Outlook

The outlook for the Company is furnished in the Directors’ Report.

Risks and concerns

The economics of the Sugar Industry depends very much on govt. Policies and controls asGovt. resort to populist measure to keep sugar price down, impose restrictions and makeindustry pay higher cane price.

Internal control systems and their adequacy

The Company has installed proper internal control systems for the various functional areas.The checks and control measures are effective and adequate.

Financial performance and operational performance.

The details of financial performance and operational performance are mentioned in theDirectors’ Report.

Cautionary Statement

Statements in this Report describing the Company’s objectives, estimates and expectationsmay constitute “forward looking statements” within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or implied.

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CERTIFICATE

To the Members ofM/s. Vishnu Sugar Mills Limited

We have examined the compliance of conditions of Corporate Governance by M/s VishnuSugar Mills Limited (the Company) for the financial year ended on 31st March, 2013 asstipulated in Clause 49 of the Listing Agreement of the said company with the StockExchange.

The Compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof,adopted by the Company for ensuring the Compliance of the conditions of CorporateGovernance. It is neither an Audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations givento us, we certify that the Company has complied with the conditions of Corporate Governanceas stipulated in the above mentioned Listing Agreement.

We state that in respect of investors' grievances received during the financial year ended31st March 2013, no investor grievance is pending for a period exceeding one month againstthe Company as per the records maintained by the Shareholders/Investors GrievanceCommittee.

We further state that such compliance is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

For H M Choraria & CO.Practising Company Secretaries

14/2 Old China Bazar Street H M ChorariaKolkata-700 001 ProprietorDated 20/07/2013 Membership No. FCS 2398

C. P. No. 1499

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INDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF VISHNU SUGAR MILLS LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of Vishnu Sugar Mills Limited, (“theCompany”), which comprising the Balance Sheet as at 31st March, 2013, the relatedStatement of Profit and Loss for the year then ended which we have signed under referenceto this report and a summary of significant accounting policies and other explanatoryinformation. These financial statements are the responsibility of the company’s management.Our responsibility is to express an opinion on these financial statements based on our audit.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a trueand fair view of the financial position, financial performance of the Company in accordancewith the Accounting Standards referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956 (“the Act”). This responsibility includes the design, implementation and maintenanceof internal control relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India. Those Standards require that we comply with ethicalrequirements and plan and perforin the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company’s preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by management, as wellas evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion.

6. OpinionIn our opinion and to the best of our information and according to the explanations given tous, the 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:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st

March 2013;

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(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on thatdate;

(c) in the case of Cash Flow Statement of the cash flows of the Company for the yearended on that day.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by theCentral Government of India in terms of sub-section (4A) of section 227 of the Act, we givein the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that :

(a) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit;

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

(c) the Balance Sheet, Statement of Profit and Loss dealt with by this Report are inagreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss comply with theaccounting standards referred to in subsection (3C) of section 211 of the CompaniesAct, 1956;

(e) On the basis of written representations received from the directors and taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March 2013from being appointed as a director in terms of clause (g) of sub-section (1) of Section274 of the Act;

(f) Since the Central Government has not issued any notification as to the rate at whichthe cess is to be paid under section 441A of the Act, nor has it issued any Rules underthe said section, prescribing the manner in which such cess is to be paid, no cess isdue and payable by the Company.

Place : Kolkata For L. B. JHA & CO.Dated : 20th July, 2013 Chartered Accountants

Registration No. 301088E

B. N. Jha(Partner)

Membership No. 51508

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ANNEXURE TO AUDITORS' REPORT

TO THE MEMBERS OF VISHNU SUGAR MILLS LIMITED

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

(b) All the assets have been physically verified by the management during the year andthere is a regular programme of verification which, in our opinion, is reasonable havingregard to the size of the company and the nature of its assets. No material discrepancieswere noticed on such verification.

(c) Substantial part of fixed assets has not been disposed off so as to affect the going concern.

2. (a) The management has during the year physically verified the stock of finished goods,stores and raw materials.

(b) In our opinion, the procedures followed by the management in the conduct of physicalverification of stock are reasonable and adequate to the size of the company and thenature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticedbetween the physical stocks and book stocks, were not material and have been properlydealt with in the books of account.

3. The company has neither granted nor taken any loans, secured or unsecured to/from anyCompanies, firms or other parties, covered in the register maintained under section 301 ofthe Companies Act 1956. Consequently the other clauses in paragraph 4 of the Order arenot applicable.

4. In our opinion and according to the information and explanations given to us, there areadequate internal control procedures commensurate with the size of the company and thenature of its business with regard to purchase of inventory, fixed assets and with regard tothe sale of goods. During the course of our audit, no major weakness has been noticed inthe internal controls.

5. According to the information and explanations given by the management, there are notransactions relating to contracts or arrangements that need to be entered into the registerunder section 301 of the Act.

6. The company has not accepted any deposit from public under section 58A and 58AA of theCompanies Act, 1956.

7. The company has conducted internal audit from a firm of Chartered Accountants and thesame is commensurate with the size and nature of business of the company.

8. We have broadly reviewed the books of account maintained by the company pursuant to theOrder of the Central Government for the maintenance of cost records under section 209 (1)(d) of the Companies’ Act, 1956 and we are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.

9. a) According to the records of the company, the company is regular in depositing withappropriate authorities undisputed statutory dues including provident fund, investor

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education protection fund, income-tax, sales-tax, wealth-tax, custom duty, excise duty,cess and other statutory dues applicable to it. Employees State Insurance is notapplicable to this company as per Section 1(4) of E.S.I.C. Act, 1948.

b) According to the information and explanations given to us, no undisputed amountspayable in respect of income tax, wealth tax, sales tax, customs duty and excise dutyand cess were outstanding, as at 31.03.2013 for a period of more than six monthsfrom the date they became payable.

c) According to the records of the company there are no dues of sales tax, income tax,customs duty and cess etc, which have not been deposited on account of any dispute.

10. The company has no accumulated losses. The company has not incurred any cash lossduring the financial year covered by our audit and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/Banks/Debenture holders.

12. The company has not granted any loans and advances on the basis of security by way ofpledge of shares, debentures and other securities.

13. According to the information and explanations given to us the company is not a chit fund/nidhi/mutual fund/society.

14. The company is not dealing or trading in shares, securities, debentures and otherinvestments.

15. The Company has not given any guarantee for loans taken by others from bank orfinancial institution.

16. The Company has not taken any term loan during the year.17. On the basis of an overall examination of the balance sheet of the Company, in our

opinion, and according to the information and explanations given to us, there are no fundsraised on a short-term basis, which have been used for long-term investment, and viceversa.

18. The Company has not made any preferential allotment of shares to parties andcompanies covered in the Register maintained under section 301 of the Act.

19. The company does not have any outstanding debentures during the year.20. The Company has not raised any money by any fresh issue of shares during the year.21. Based upon the audit procedures performed and information and explanations given by

the management, we report that no fraud on or by the Company has been noticed by usor reported to us during the course of our audit.

For L. B. JHA & CO.Place : Kolkata Chartered AccountantsDate : 20th July, 2013 Registration No. 301088E

B. N. JhaPartner


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S T A T E M E N T

O F

A C C O U N T S

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BALANCE SHEET AS AT 31ST MARCH, 2013(Amount in Rs.)

Particulars Note As at As atNo. 31st March, 2013 31st March, 2012

I. EQUITY AND LIABILITIES(1) Shareholders’ funds

(a) Share capital 2 2 ,40 ,00 ,000 2,40,00,000(b) Reserves and surplus 3 47,87,16,139 50,27,16,139 47,14,77,552 49,54,77,552

(2) Non-current liabilities(a) Other Long-term liabilities 4 1,20,84,551 1,20,84,551 1,51,79,892 1,51,79,892

(3) Current liabilities(a) Short-term borrowings 5 66,57,08,071 65,08,83,609(b) Trade payables 6 47,66,67,583 38,16,48,220(c) Other current liabilities 7 7,59,82,498 6,45,01,017(d) Short-term provisions 8 8,50,813 121,92,08,965 4,51,812 109,74,84,658

TOTAL 173,40,09,655 160,81,42,102I I . A S S E T S(1) Non-current assets

(a) Fixed assets 9(i) Tangible assets 35,70,03,821 37,11,61,205(ii) Capital work-in-progress 21,60,060 21,60,060

(b) Deferred tax assets (net) 1,01,51,671 1,38,22,297(c) Long-term loans and advances 10 99,90,435 37,93,05,987 1,08,97,407 39,80,40,969

(2) Current assets(a) Inventories 11 129,37,93,220 117,10,20,245(b) Trade receivables 12 1,49,35,837 23,46,781(c) Cash and Bank balalnce 13 1,09,26,343 53,64,288(d) Short-term loans and advances 14 3,50,48,268 135,47,03,668 3,13,69,819 121,01,01,133

TOTAL 173,40,09,655 160,81,42,102

Significant Accounting Policies 1Notes to the Financial Statements 2-24Notes referred to herein form an integral part of the Balance Sheet

8, N. S. Road For L. B. JHA & CO.Kolkata-700 001 Chartered Accountants K. K. Bajoria Managing DirectorDated : 20th July, 2013 Firm Registration No. 301088E H. K. Bajoria Jt. Managing Director

B. N. JhaPartner


21


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2013

(Amount in Rs.)

Particulars Note Year ended Year endedNo. 31st March, 2013 31st March, 2012

I. Revenue from operations 15 129,79,35,869 71,63,21,768II. Other income 16 1,51,90,372 1,02,85,314III. Total Revenue 131,31,26,241 72,66,07,082IV. Expenses :

Cost of Raw Materials consumed 17 117,21,37,214 90,46,75,690Changes in inventories of finishedgoods, work-in-progress and by-products 18 (11,56,15,936) (41,37,22,004)Employee benefits expense 19 5,79,85,903 5,40,16,559Finance costs 20 5,15,87,451 4,96,80,352Depreciation and amortization expense 2,21,26,087 2,00,96,680Other expenses 21 10,77,78,362 9,74,76,793Total Expenses 129,59,99,081 71,22,24,070

V. Profit before tax 1,71,27,160 1,43,83,012VI. Tax Expenses

(1) Current tax – –(2) Deferred tax 36,70,626 (68,50,545)(3) F.B.T.tax – 1,59,810

VII. Profit for the year 1,34,56,534 2,10,73,747VIII. Earnings per equity share :

(1) Basic 56 88(2) Diluted 56 88

Significant Accounting Policies 1Notes to the Financial Statement 2-24Notes referred to herein form an integral part of the financial statements

8, N. S. Road For L. B. JHA & CO.Kolkata-700 001 Chartered Accountants K. K. Bajoria Managing DirectorDated : 20th July, 2013 Firm Registration No. 301088E H. K. Bajoria Jt. Managing Director

B. N. JhaPartner


22


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (Amount in Rs.)

Particulars Year ended Year ended31st March, 2013 31st March, 2012

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before tax from operations 1,71,27,160 1,43,83,012Finance cost 5,15,87,451 4,96,80,352Depriciation and amortisation expenses 2,21,33,000 2,01,03,026Loss on sale/discard of fixed assets 2,237 76,306Interest income (3,39,923) (1,24,324)Profit on sale of fixed assets (40,000) –Storage fund for Molasses written back (57,17,947) (31,32,324)Capital subsidy reserve written back (5,00,000) 6,71,24,818 – 6,66,03,036Operating profit before working capital changes 8,42,51,978 8,09,86,048Movement in working capital:Increase/(decrease) in trade payable 9,50,19,363 24,99,75,164Increase in other long term and current liabilities 83,86,140 1,35,82,522Increase/(Decrease) in short term provision 3,99,001 (18,55,000)Increase in Inventories (12,27,72,975) (43,49,04,406)Increase in trade receivable (1,25,89,056) 23,21,620Decrease in short term loans and advances (36,78,449) 2,46,41,464Decrease in long term loans and advances 9,06,972 21,51,394Increase/(decrease)in other non current and current assets – (3,43,29,003) – (14,40,87,242)Cash generated from/(used in) operation 4,99,22,975 (6,31,01,194)Tax expenses – (1,59,810)Net cash generated/(used in) operating activities (A) 4,99,22,975 (6,32,61,004)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (80,35,354) (64,17,036)Sale of fixed assets 97,500 67,500Proceed of non current investment – –Interest received 3,39,923 1,24,324Net cash flow from/(used in)investing activities (B) (75,97,931) (62,25,212)

C. CASH FLOW FROM FINANCING ACTIVITIESProceed from long term borrowing –Repayment of long term borrowing (2,52,207) (3,33,73,422)Proceed from short term borrowing 1,50,76,669) 14,98,62,515Repayment of short term borrowing – –Interest paid (5,15,87,451) (4,96,80,352)Net cash flow from/(used in)financing activities (C) (3,67,62,989) 6,68,08,741Net increase/(decrease) in cash and cash equivalents A+B+C 55,62,055 (26,77,475)Cash and cash equivalent at the beginning of the year 53,64,288 80,41,763Cash and cash equivalent at the end of the year 1,09,26,343 53,64,288Components of cash and cash equivalentsCash on hand 53,04,714 29,60,389Cheque/drafts in hand 900 –With banks on current account 46,20,729 14,03,899On deposit account 10,00,000 10,00,000

1,09,26,343 53,64,288For L. B. JHA & CO.

8, N. S. Road Chartered AccountantsKolkata-700 001 Firm Registration No. 301088E K. K. Bajoria Managing DirectorDated : 20th July, 2013 B. N. Jha H. K. Bajoria Jt. Managing Director

PartnerMembership No. 51508

23


NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 MARCH 2013

I. Significant Accounting Policies

1.1. Corporate Information

The Company is a Public Limited Company domiciled in India and incorporated underthe provisions of the Companies Act. 1956. Its shares are listed in India on BombayStock Exchange Limited. The Company is engaged in the manufacturing and trading ofsugar, farm operation and power generation for own consumption.

1.2. Basis of Preparation

The Financial statements are prepared and presented under the historical costconvention and in accordance with accounting principals generally accepted in India(Indian GAAP) and comply in all material aspects with the accounting standards notifiedunder Section 211(3C) of the Companies Act, 1956 and the relevant provisions of theCompanies Act, 1956 except where otherwise stated.

The Company follows accrual method of accounting unless otherwise specificallystated.

1.3. Recognition of Income and Expenditure

i) The revenue from sale of goods is recognized on passing of title of the goods,which generally coincides with delivery of goods to the customers. Sales areinclusive of excise duty.

ii) Expenditure is recognized on accrual basis and provision is made for all knownlosses and liabilities, except insurance and leave encashment which is accountedfor on cash basis.

1.4. Use of Estimate

The preparation of financial statements requires estimates and assumptions to bemade that effect the reported amount of assets and liabilities on the date of financialstatements and the reported amount of revenue and expenses during the reportingperiod. Difference between the actual results and estimates are recognized in theperiod in which results are known/materialized.

1.5. Government Grants & Subsidies

Government Grants related to depreciable assets are credited to Capital SubsidyReserve and transferred to Profit & Loss Account over the useful life of assets. Grantsreceived during the year towards revenue expenses are being reduced from therespective expenses.

1.6. Fixed Assets

Fixed assets are stated at cost of acquisition including any attributable cost for bringingthe asset to its working condition for its intended use less accumulated depreciationand impairment losses. Capital work in progress is stated at amount expended uptothe date of Balance Sheet.

24


1.7. Depreciation

a) Depreciation on Fixed Assets as on 30.06.1987 has been provided at the ratesprevailing at that time on straight line method pursuant to circular no 1/86 dated21.05.1986 issued by the Department of Company Affairs, New Delhi.

b) In respect of Fixed Assets acquired from 01.07.1987 depreciation has beenprovided on Straight line basis as per rates specified in Schedule XIV to theCompanies Act, 1956.

c) In respect of Assets costing less than Rs. 5000/- full depreciation is provided in theyear of acquisition.

1.8. Inventories

a) Sugar stocks have been valued at lower of cost or net realizable value.

The cost of Finished Goods and Work-in-Process include cost of conversion andother directly apportionable overheads incurred in bringing the inventories to theirpresent location and condition.

b) By-Products, Scrap and Standing crop are valued at net realizable value.

c) Stores & spares are valued at cost determined on weighted average basis.

1.9. Excise Duty

Closing stock of finished goods includes Excise duty payable thereon. This treatmenthas no impact on the profit or loss for the year.

1.10. Retirement Benefits

a) The liability for gratuity to employees as at the balance sheet date is determined onthe basis of actuarial valuation based on Projected Unit Credit Method administeredby the trustees and managed by Life Insurance Corporation of India. Thecontribution thereof paid/ payable is charged in the books of accounts.

b) The leave records are maintained from July to June every year, therefore theaccumulaton of leave, if any, is encashed and accounted for as and when paid.

c) Retirement benefits in the form of Provident Fund and Pension Schemes arecharged to the Profit & Loss Account of the year when the contributions to respectivefunds accrues.

1.11. Taxes on Income

a) Current Tax is determined as the amount of tax is payable in respect of taxableincome for the period based on applicable tax rates and laws.

b) Deferred tax is recognized, subject to the consideration of prudence, on timingdifferences being the difference between taxable income and accounting incomethat originate in one period and are capable of reversal in one or more subsequentperiods and is measured using Tax rates and Laws that have been enacted orsubstantively enacted by the Balance Sheet date. Deferred tax assets are notrecognized on unabsorbed depreciation and carry forward losses unless there isvirtual certainty that sufficient future taxable income will be available against whichsuch deferred tax asset can be realized. Deferred tax assets are reviewed at eachBalance Sheet date to reassess excess realization.

25


1.12. Segment Reporting

The accountng policies adopted for segment reporting are in conformity with theaccounting policies adopted by company.

Revenue and expenses have been identified to segment on the basis of theirrelationship to the operating activities of segment.

The company has identified business segment as its primary segment. Company hasalso Farm activity for growing of cane Seed and production of Bio Compost.

1.13. Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the periodattributable to equity shareholders by the weighted average number of equity sharesoutstanding during the period. Partly paid equity shares are treated as a fraction of anequity share to the extent that they were entitled to participate in dividends relative to afully paid equity share during the reporting period.

For the purpose of calculating diluted earnings per share, the net profit or loss for theperiod attributable to equity shareholders and the weighted average number of sharesoutstanding during the period are adjusted or the effects of all dilutive potential equityshares.

1.14. Impairment of Assets

Impairment losses, if any, are provided to the extent the carrying amount of the assetsexceeds their recoverable amount. Recoverable amount is the higher of an asset’s netselling price and its value in use. The value in use is the present value of estimatedfuture cash flows expected to arise from the continuing use of an asset and from itsdisposal as at the end of its useful life. Such impairment, if any, are ascertained andreviewed at each year-end.

1.15. Provisions, Contingent liabilities and Contingent assets

Provisions are recognized in respect of obligations based on the evidence available,their existence at the balance sheet date, is considered probable. Estimated liability inrespect of business performance is provided for based on past experience andhistorical data.

Contingent assets are not recognized in the accounts.

26


NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2013

As at As at31st March, 2013 31st March, 2012

No. Rs. No. Rs.2 Share Capital

(a) AuthorisedEquity shares of Rs. 100 each 240000 2,40,00,000 240000 2,40,00,000

2,40,00,000 2,40,00,000(b) Issued and Subscribed

Equity shares of Rs. 100 each 240000 2,40,00,000 240000 2,40,00,000

2,40,00,000 2,40,00,000

(i) Each equity shareholder is entitled for a singlevoting right against each equity share held by them.

(ii) The details of Shareholders holding more than5 percent shares (equity share of 100/- each)

Nos of % age Nos of % ageShares Shares

Shri Krishna Kumar Bajoria 27312 11.38 27312 11.38Shri Hemant Kumar Bajoria 69731 29.05 67835 28.26Smt Sarla Bajoria 12456 5.19 12456 5.19Shri Vijay Kumar Bajoria and Shri Neeraj Bajoria 19432 8.10 19432 8.10Shri Kr ishna Kumar Bajor ia and Smt Sar la Bajor ia 17630 7.34 17630 7.34Smt Shashi Bajoria and Shri Hemant Kumar Bajoria 23318 9.72 21318 8.87Shri Aditya Bajoria and Smt Ritika Bajoria 17228 7.18 17228 7.18Shri Rohit Bajoria and Smt Arati Bajoria 17228 7.18 17228 7.18

(iii) Shares allotted as fully paid up by wayof bonus shares

No. Rs. No. Rs.

Equity shares of Rs. 100 each issued 120000 1,20,00,000 120000 1,20,00,000as on 31st October 2006

(iv) In the event of liquidation of the Company, the holder of equity shares will be entitledto receive remaining assets of the Company, after distribution of all preferential dues.The distribution will be in proportion to the number of equity shares held by share-holders.

27



3. RESERVES & SURPLUS

As at As at31st March, 2013 31st March, 2012

No. Rs. No. Rs.

Reserves and Surplus

Capital Reserves

Balance as at the beginning of the year 21,21,88,188 21,21,88,188

Balance as at the end of the year 21,21,88,188 21,21,88,188

Capital Subsidy Reserve

Balance as at the beginning of the year 5,00,000 5,00,000

Less : Transferred to Profit and Loss A/c 5,00,000 –

Balance as at the end of the year – 5,00,000

Refer note no. 24.4

General Reserve



Molasses Storage and Maintenance Reserve


Add : Created during the year 1,16,85,342 1,15,11,742

Less : Utilised during the year 57,17,947 31,32,324


Surplus in statement of Profit & loss

Balance as at the beginning of the year 1,07,68,955 12,06,950

Add: Profit for the year 1,34,56,534 2,10,73,747

Less:Appropriation

Transfer to Molasses Storage & Maintenance Reserve 1,16,85,342 1,15,11,742


47,87,16,139 47,14,77,552

28


NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2013As at As at

31st March, 2013 31st March, 2012Rs. Rs.

4. Other Long Term Liabilities(a) Gratuity payable to employee 16,89,524 18,02,525(b) Others 1,03,95,027 1,33,77,367

1,20,84,551 1,51,79,892

5. Short Term BorrowingsSecured(a) Other loans and advances : Car finance – 2,52,207(b) Working Capital loan

From State Bank of India 66,57,08,071 65,06,31,402

66,57,08,071 65,08,83,609

(a) Working capital loans from SBI are secured by hypothecation of stock of sugar,stores & spares, first charge on fixed assets & guranted by two directors of theCompany and lien on the fixed deposit of the Company with the Bank.

(b) Car finance was secured by way of hypothecation of financed car.

6. Trade Payable 47,66,67,583 38,16,48,220Refer note no 24.5

7. Other Current LiabilitiesSecurity deposit 34,70,344 18,63,079Unpaid dividends 2,94,490 3,13,290Advance from Customers 8,42,307 13,33,479Statutory liabilities (including excise duty ) 4,94,91,637 4,30,76,059Others 2,18,83,720 1,79,15,110

7,59,82,498 6,45,01,017

8. Short Term ProvisionsProvision for Income Tax 4,13,500 4,13,500Provision for Gratuity 3,99,001 –Provision for Doubtful advance 38,312 38,312

8,50,813 4,51,812

29


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30




10. Long-term loans and advances

Unsecured, considered good unlessotherwise statedSecurity Deposits 15,37,489 19,16,954Other loans and advances :Advance to related party 66,15,000 67,35,000Statutory Advances 13,73,465 17,76,148Others 4,64,481 4,69,305

99,90,435 1,08,97,407

11. Inventories

(a) Work-in-process 3,16,16,056 2,89,20,448(b) Finished goods : Sugar 118,19,76,706 107,78,86,700

Molasses 4,06,48,805 2,48,90,863(c) Stores and spares 3,25,64,888 2,84,36,367(d) Others :

By products and scrap 15,62,400 30,64,400Standing crop and vermi compost 54,24,365 78,21,467

129,37,93,220 117,10,20,245

Refer Note No. 1.8 of Accounting Policies

12. Trade receivables

Other debts :Unsecured, considered good 1,49,35,837 23,46,781

1,49,35,837 23,46,78113. Cash and Bank Balance

Cash and cash equivelentCash in hand 53,04,714 29,60,389Cheque in hand 900 –Bank balances in Current account 43,26,239 10,90,609Other bank balancesFixed Deposits 10,00,000 10,00,000Unpaid Dividend 2,94,490 3,13,290

1,09,26,343 53,64,288

31




14. Short term loans and advances

Unsecured, considered good unlessotherwise statedAdvance Income Tax 8,36,937 8,36,937Balance with Central Excise/Cenvat 37,09,634 26,84,573Buffer stock claim receivable 27,15,305 27,15,305Advance to suppliers and others 2,77,86,392 2,51,33,004

3,50,48,268 3,13,69,819

Year ended Year ended15. Revenue 31st March, 2013 31st March, 2012

(a) Sale of products : Sugar 129,14,72,100 70,05,15,600 By-Products 5,89,02,753 5,32,28,016Less : Excise duty on sales 5,24,38,984 3,74,21,848

129,79,35,869 71,63,21,768

16. Other income

(a) InterestBank deposits 95,758 1,01,036Others 2,44,165 23,288

(b) Other non-operating incomeRent 45,237 46,221Miscellaneous Receipts 93,12,542 23,56,846Profit on Sale of Fixed Asset 40,000 –Stores miscellaneous receipt 1,04,175 52,135Insurance claim 4,77,470 90,446Capital subsidy reserve written back 5,00,000 –Profit from farm activities 43,71,025 76,15,342

1,51,90,372 1,02,85,31417. Cost of materials consumed

Sugarcane 117,21,37,214 90,46,75,690

117,21,37,214 90,46,75,690

32


NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2013Year ended Year ended


18. Changes in inventories of finished goods,work-in-progress and by products

Closing inventories :Finished goods : Sugar 118,19,76,706 107,78,86,700

Molasses 4,06,48,805 2,48,90,863Work in process : Sugar 3,16,16,056 2,89,20,448By product and scrap 15,62,400 30,64,400

125,58,03,967 113,47,62,411

Less : Opening inventories :Finished goods : Sugar 107,78,86,700 66,07,53,964

Molasses 2,48,90,863 1,93,79,812Work in process : Sugar 2,89,20,448 2,64,57,945By product and scrap 30,64,400 50,000

113,47,62,411 70,66,41,721

(Increase)/Decrease in closing inventories (12,10,41,556) (42,81,20,690)Less : Excise Duty on Stock * 54,25,620 1,43,98,686

(11,56,15,936) (41,37,22,004)

* The amount of excise duty on stock represents differential excise duty on opening and closingstock

19. Employee Benefit Expenses

(a Salaries and wages, Bonus, gratuity 5,25,63,405 4,80,87,556(b) Contribution to provident and other funds 28,81,569 29,79,858(c) Staff welfare expenses 25,40,929 29,49,145

5,79,85,903 5,40,16,559

20. Finance Cost

(a) Interest on long term borrowings – 10,58,410(b) Interest on short term borrowings 5,04,54,681 4,76,79,769(c) Interest on others 25,385 –(d) Processing fees 11,07,385 9,42,173

5,15,87,451 4,96,80,352

33



Year ended Year ended31st March, 2013 31st March, 2012

Rs. Rs.

21. Other expenses

(a) Consumption of stores and spare parts 6,05,50,448 5,76,89,381(b) Power and fuel 83,48,330 75,54,066

(c) Rent 14,78,217 15,31,493(d) Repairs to -

(i) Buildings 20,14,664 10,25,400(ii) Machinery 97,37,009 90,18,596

(iii)Others 28,51,884 1,46,03,557 22,50,538 1,22,94,534(e) Insurance 23,97,682 18,06,679

(f) Rates and taxes 1,61,222 1,61,6628,75,39,456 8,10,37,815

(g) Payment to Auditors :(i) As Auditors for Statutory Audit 1,10,000 90,000

(ii) As Tax Audit Fee 20,000 20,000(iii) For other services 39,500 18,000

(iv) Reimbursement of expenses – 1,69,500 1,860 1,29,860(h) Cost Auditors remuneration 25,000 18,000

1,94,500 1,47,860(i) Miscellaneous expenses :

Commission on sales 25,87,081 16,17,175Social contribution 83,302 1,77,900

Legal & Professional Charges 19,90,420 22,47,953Director’s Fees 2,500 3,000

Miscelleneous Expense 1,52,44,843 1,21,88,144Bank Charges 1,36,260 56,946

2,00,44,406 1,62,91,118Total 10,77,78,362 9,74,76,793

22. Expenditure in foreign currency Nil 11,414

34


23. Imported/ indigenous raw materials andspare parts and components consumed Value % Value %Raw materialsImported Nil Nil Nil NilIndigenous 117,21,37,214 100 90,46,75,690 100

Total 117,21,37,214 100 90,46,75,690 100

Spare parts and componentsImported Nil Nil Nil NilIndigenous 6,05,50,448 100 5,76,89,381 100

Total 6,05,50,448 100 5,76,89,381 100

Other Disclosures

Note - 24.

24.1. Estimated amount of contracts to be executed on Capital Account not provided Rs.Nil(Rs.Nil)

24.2. The following are the contingent liabilities not provided for in respect of :—a) Counter guarantees given by the Company to the Banks Rs. 15.53 lacs (Rs. 15.53

lacs)b) The Company’s writ petition at Hon’ble Patna High Court challenging the

downward revision of levy price for the season 1999-2000 is pending before theHon’ble Patna High Court.

c) The company’s writ petition at Hon’ble Patna High Court against the demand ofinterest on Cane Purchase Tax amounting to Rs.35.77 lacs (Rs. 35.77 lacs) hasbeen stayed by the Hon’ble Court.

d) The company has filed a Special Leave Petition at Hon’ble Supreme Courtagainst the interest claimed by Government of India amounting to Rs.78,08,353/-on realization of additional levy price of Rs.34,60,439/- for the year 1982-83.

e) No provision has been made for Cane Purchase Tax since representation hasbeen made by industries to Govt. of Bihar for its remission for the year underreview. However the amount could not be quantified.

f) Interest/Damages/Taxes, Commission payable, if any, on different disputedmatters/claims pending in different Courts/Govt. authorities, other than statedabove the amount of which is unascertainable.

24.3. a) Pending decision of Hon’ble Calcutta / Delhi High court and / or Supreme Courton various writ petitions filed by the Company, challenging the validity of levy /controlled price of sugar, amount realised in excess of the Levy / Controlled priceamounting to Rs.18.13 lacs (Rs.18.13 lacs) for the seasons 1978-79 to 1982-83,continue to be shown under the head “Other long term liabilities” against whichthe Company has furnished Bank Guarantee of Rs. 15.40 lacs (Rs 15.40 lacs) infavour of Food Corporation of India.

35


b) The Company has filed various writ petitions at Hon’ble Calcutta High Courtchallenging the inclusion of Company’s Factory in Schedule V of the Sugar (PriceDetermination) Order for the years 1980 to 1984. In terms of interim orders ofHon’ble Calcutta High Court, difference in rate of levy price realised during theabove years amounting to Rs. 85.82 lacs (Rs. 85.82 lacs) has been credited toother long term liabilities.

24.4. In view of the accounting policy, the Capital Subsidy Reserve of Rs. 5,00,000/- hasbeen transferred to Profit & Loss Account.

24.5 The Company has not received any information from its suppliers regardingregistration under “The Micro, Small and Medium Enterprises Development Act, 2006”.Hence, the information required to be given in accordance with Section 22 of the saidAct, is not ascertainable and therefore not disclosed. Consequently, the amount ofinterest due and payable for the period for the delayed payment, if any, vide section 15read with section 16 of the said Act to such enterprises is also not ascertainable andthus not provided for.

24.6 Government of India by notification dated June 04, 2010 and August 09, 2010amended the Securities Contracts (Regulation) Rules 1957 (SCRR), all listed Co(Other than Public Sectors Company) are required to have minimum publicshareholding (MPS) of at least 25%. In view of the aforesaid rules (SCRR) and clause40A of the listing agreement, Mr. K. K. Bajoria and Mr. H. K. Bajoria, the promoter ofthe company, (Collectively referred to as “The Acquirers”) have proposed to acquirethe remaining public share holding and give a voluntary delisting offer to the publicshare-holders by way of the book building process defined in SEBI (Delisting of EquityShares) Regulations, 2009, Company has decided to voluntary delist its equity sharesfrom BSE Limited in accordance with SEBI (Delisting of Equity shares) Regulations,2009 after obtaining approval by the share holders of the company in terms of theprovision to Regulation 8(1)(b) of the delisting Regulations and accordingly anapplication is being prepared for submission to BSE Limited for in principal approvalfor delisting of equity shares of the Company.

24.7 Licensed and installed capacity as at 31st March, 2013 and actual production for theyear.

Class of Year Installed ProductionGoods Capacity (TCD) (Qtls.)

Sugar 2012-2013 5,000 4,11,736*(5,000) (3,83,824)

Molasses 2012-2013 N.A. 2,43,469(2,04,139)

* Production includes 12,566 qtls. (12713 qtls.) of reprocessed stock of previous year.

36


24.8 The gratuity liability is determined on the basis of actuarial valuation and it is funded withGratuity fund managed under a self - managed Trust Fund. The Trust has taken a masterpolicy from Life Insurance Corporation of India to cover the gratuity liability. The accountinghas been done based on the actuarial valuation and on the figures provided by LICI. Thedifference between the actuarial valuation of the obligations and the present value offunded assets at the end of the accounting period is provided for and carried in theBalance Sheet as short term liability.

The table below sets forth the necessary disclosures as per the Revised AS-15 :

(a) Changes in present value of obligation2013 2012

Present value of obligations as at beginning of the year 13977001 13725822Interest Cost 1118160 1098066Current Service Cost 658788 643475Benefits Paid (1251368) (1299406)Actuarial (gain) / loss on obligations (977798) (190956)Present value of obligations as at end of the year (15480379) 13977001(b) Changes in the fair value of plan assetsFair value of plan assets at beginning of the year 14303813 13678993Expected return on plan assets 1297445 1234437Contributions 982519 689789Benefits paid (1251368) (1299406)Actuarial (gain) / loss on plan assets Nil NilFair value of plan assets at the end of the year 15332409 14303813(c) Actuarial Gain/Loss recognizedActuarial (gain) / loss on obligations (977798) 190956Actuarial (gain) / loss for the year - plan assets Nil NilActuarial (gain) / loss recognized in the year (977798) (190956)(d) Expenses recognized in the statement of Profit & Loss AccountCurrent service cost 658788 643475Interest cost 1118160 1098066Expected return on plan assets (1297445) (1234437)Net actuarial (gain) / loss recognized in the year 977798 190956Expenses recognized in the statement of Profit & Loss account 1457301 316148(e) The amount to be recognized in Balance SheetPresent value of obligations as at end of the year 15480379 13977001Fair value of plan assets at the end of the year 15332409 14303813

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Actuarial Assumptions 2013 20121 Discount Rate 8% 8%2 Expected Rate of Salary Increase 5% 5%3 Mortality LIC LIC

1994-96 1994-96Actuarial method : Projected Unit Credit

24.9 Segment Reporting :

Sugar Mfg Farm Total1. Revenue Activity Activity (Company)

(Rs.) (Rs.) (Rs.)

Net Sales 129,79,35,869 144,95,616 131,24,31,485(71,63,21,768) (82,11,272) (72,45,33,040)

Less : Intersegment Sale 6,63,300 – 6,63,300(5,27,500) – (5,27,500)

External Sale 129,72,72,569 144,95,616 131,17,68,185(71,57,94,268) (82,11,272) (72,40,05,540)

2. Total amount of expense included 2,21,26,087 6,913 2,21,33,000in the segment result for depreciation (2,00,96,680) (6,346) (20,103,026)in respect of segment assets.

3. Results [Profit/Loss] 1,27,56,135 43,71,025 1,71,27,160(67,67,670) (76,15,342) (1,43,83,012)

4. Total amount of segment assets 172,65,74,591 74,35,064 173,40,09,655(159,97,53,462) (83,88,640) (160,81,42,102)

5. Total amount of segment liabilities 173,37,16,870 2,92,785 173,40,09,655(160,58,08,760) (23,33,342) (160,81,42,102)

24.10 Related Party Information :i) Name and description of relationship with related parties:-

Key management personnela) Mr. K.K.Bajoria and Mr.H.K.Bajoria, Mr. P. K. Dalmia and Mr. R. K. More.b) Enterprises/Relatives over which Key management personnel have substantial

interest :Assam Bengal Caseboard Co. Pvt. Ltd, K.K.Bajoria (HUF), H.K.Bajoria (HUF), Mrs.Sarla Bajoria, Mrs. Shashi Bajoria, Mr. Aditya Bajoria, Mr. Rohit Bajoria, Ms. NidhiBajoria, Mr.Neeraj Bajoria, Shri Vishnu Estates Pvt. Ltd., Neeraj Vanijya Pvt. Ltd.,Vishnu Nirmaan Pvt. Ltd., Vishnu Solutions Pvt. Ltd., Varun Interex Pvt. Ltd., VarunFinance Pvt. Ltd., Vishnu Tea & Industries Pvt. Ltd., Plaza Shopping Pvt. Ltd., VishnuInfracomplex Pvt. Ltd., Vishnu Webtech Pvt. Ltd., Vishnu Mansion Pvt. Ltd.

38


(ii) Transactions with related parties during the year :

Enterprises overTransactions Key Relatives of which Key

with management key management management personnel Totalrelated party personnel Personnel have substantial

interest(Rs.) (Rs.) (Rs.) (Rs.)

Remuneration 3,24,000 24,000 — 3,48,000(14,22,000) (6,56,000) (20,78,000)

Reimbursement 3,12,513* 3,12,513of Expense — — (2,90,174) (2,90,174)

2,500 2,500Sitting fees (3,000) — — (3,000)

Rent — 3,00,000 3,00,000(3,00,000) — (3,00,000)

Recovery of 1,20,000 — — 1,20,000advance (1,20,000) (1,20,000)

* Paid to Assam Bengal Caseboard Co. Pvt. Ltd.

24.11 Deferred tax assets/liabilities arising timing differences comprise of :

Particulars 2013 2012

Deferred Tax Asset

Unabsorbed Depreciation 86,79,737 61,75,195

Effect of expenditure debited to profit & Loss account 4,43,459 73,72,195allowed for tax purpose in the following year

Timing difference in depreciation 10,28,475 2,75,580

Net Deferred Tax Asset 1,01,51,671 1,38,22,970

24.12 In the matter of debt recovery amounting to Rs.5.81 lacs (Rs.5.81 lacs) from one party,Order has been given by the Hon’ble Calcutta High Court in our favour, however so farrecovery has not been made.

24.13 Unclaimed dividend represents amounts relating to different years from 2005-06 till2009-10.

24.14 In view of decision of Income Tax Appellate Tribunal (ITAT) in company’s own case,section 115JB of the Income Tax Act, 1961 is not applicable. Hon’ble Calcutta HighCourt has also opined that ITAT has viewed the matter extensively and dismissed theappeal of revenue. As the fact of the case remains unchanged, the said section ofIncome Tax Act is not applicable for the year under review.

39


24.15 Capital goods supplied by M/s Conveytech Projects Rs.33,59,259 (Rs.33,59,259) andM/s Diftech Technologies Pvt. Ltd.Rs.29,30,017(Rs. 28,32,836) has been shown underthe head loans and advances due to dispute and case pending against the parties.Other expenses relating to above capital goods shown under the head Capital work inprogress.

24.16 Profit & loss account of Farm

As on As onParticulars 31.03.2013 31.03.2012

Amount (Rs.) Amcunt (Rs.)INCOMECane Seed Sale 1847331 1165631Other Crop /Misc. Receipt 56760 89724Sale of Bio Composts 12648285 7045641Sale of Poly Bag 9450 1250Sale of Tissue Culture Plant 700 4500lncrease/(Decrease) in stock (2425271) 3909360Total 12137255 12216106EXPENSESCane Seed Purchase 119708 34180Fertiliser & Manure expenses 117096 67370Salary & Wages 239120 341304Rent 240452 193636Irrigation Expenses 175743 64028Cultivation Expenses 301301 223147Repairs & Maintenance 1186334 69569Biological Lab expenses 7674 0Tissue Culture Lab expenses 84018 47865Manufacturing Expenses 5206967 3508351Cane Harvesting Expenses 59325 34020Miscllenous Expenses 14829 10948Liscence Fee 6750 0Depriciation 6913 6346Total 7766230 4600764Profit 4371025 7615342

24.17 Previous year’s figures have been regrouped / rearranged wherever necessary. Previousyear’s figure have been indicated in brackets.

FORM A(Pursuant to Clause 31(a) of List ing Agreement)

No. Particulars Detai ls

T . Name of the Company Vishnu Sugar L imi ted

2 . Annual s tandalone f inancia lstatements for the year ended

31" Ma rch,201.4

3 . Type of Audit Observation Un-qual i f ied

4. Freq uency of observation Not Appl icable

5 . To be signed by:

Managing Director

Executive Vice President -

Corporate Affbirs & CFO ,

Audi t Commit tee Chairman

Auditors of the Company

Mr . K. Bajoria

N . \

Mr. p. K. Dalmia \A,rJ w.C__ {____ _-

Refer our Audit Report dated 2oth July, 2OL3On the standalone f inancia l s tatements of the CompanyFor L. B. Jha & Co.

( Firn/ Rlgistrat ion No.301088E)

Pa rtne rMembersh ip No .51508

Dated: 23 'd May ,201,4

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