Your Board of Directors are pleased to present the
36^th A^nnua| Report on the operations of the Company
and the Audited Statement of accounts for the year
ended 31^st March 2023.

FINANCIAL SUMMARY

Rs. in Crores

The financial statements have been prepared in
compliance with the Indian Accounting Standards.

PERFORMANCE.

Financial Performance: During the year under review
the total income was Rs. 0.95 Crores as against the total
income of Rs.40.68 Crores in the previous year. The
company was not able start the cane crushing operation
in all the units as the company has not cleared the cane
arrears relating to sugar season 2018-19. The gross
operating loss works out to Rs. 9.10 Crores as against
the loss of Rs.16.82 Crores in the previous year. During
the year, the company has not charged interest towards
banks and financial institutions as our accounts are
classified as NPA. The cash loss works out to Rs.9.11

Crores as against the cash loss of Rs.16.83 Crores in
the previous year. The net loss after depreciation and
deferred tax works out to Rs.30.78 Crores as against
the loss of Rs.39.62 crores in the previous year.

Sugar, Alcohol and Power: During this period under
review, the Company was not able to start cane crushing
operation in all units as the company has not cleared
the cane arrears relating to sugar season 2018-19.

RESERVES

Due to absence of profits in the current year no amount
is proposed to be transferred to General Reserves
account on account of loss during the year.

DIVIDEND

Due to absence of profits in the current year, the Board
of Directors is unable to recommend any dividend for
the year 2022-23.

BOARD MEETINGS

During the financial year 2022-23, Three Board
Meetings were held on 22.07.2022, 27.10.2022, and
04.11.2022. Details of Attendance of each director
furnished in the report on Corporate Governance in
page No.30.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. A. Sennimalai (DIN 00062791) Non-Executive
Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself
for reappointment. His name has been proposed for
reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013,
the directors state that

In the preparation of the annual accounts, the applicable
accounting standards have been followed:

• The directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were 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 or loss of the Company for the
year under review.

• The directors have 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.

• The directors have prepared the annual accounts on
a going concern basis.

• The directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively.

• 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.

DECLARATION OF INDEPENDENT DIRECTORS

The independent directors have submitted their
declaration as per Sec. 149 (7) that they continue
to meet the criteria of independence as provided in
Sec.149 (6).

POLICY ON DIRECTOR APPOINTMENT &
REMUNERATION POLICY

The Nomination & Remuneration Committee constituted
as per Section 178 of the Companies Act, 2013 has
formulated the policy for appointment of Directors,
Senior Management etc., and this has been approved
by the Board and posted on the Company's Website.
The Remuneration policy of the Company comprising
the appointment and remuneration of the Directors, Key
Managerial Personnel and Senior Executives of the
Company including criteria for determining qualifications,
positive attributes, independence of a Director and other
related matters are given below.

I. For Executive Directors: The remuneration
of the Whole Time/Executive Directors shall
comprise of fixed component and a performance
linked pay, as may be fixed by the Nomination and
Remuneration Committee (NRC) and subsequently
approved by the Board of Directors and Members.
Performance Linked Pay shall be payable based
on the performance of the individual and the
Company during the year. Remuneration trend in the
industry and in the region, academic background,
qualifications, experience and contribution of
the individual are to be considered in fixing the
remuneration. These Directors are not eligible to
receive sitting fees for attending the meetings of the
Board and Committees.

II. For Non-Executive Directors: The Non-Executive
Directors will be paid sitting fees for attending
the Board and Committee Meetings as per the
stipulations in the Act, and the Articles of Association
of the Company and as recommended by the
Nomination and Remuneration Committee. Different
scales of sitting fee may be fixed for each category of
the directors and type of meeting. However, the fees
payable to the Independent Directors and Woman
Directors shall not be lower than the fee payable
to other categories of directors. In addition to this,
the travel and other expenses incurred for attending
the meetings are to be met by the Company. The
Company shall have no other pecuniary relationship
or transactions with any Non- Executive Director.

STATUTORY AUDITORS REPORT

M/s Srivatsan & Associates Chartered Accountants,
Chennai (FRN No.014921S), appointed as Statutory
Auditors of the Company in the Annual General meeting
held in 30th December, 2022 for a period of ONE year
as Statutory Auditors.

The following qualification was mentioned in the audit report as of 31st March 2023 by the statutory auditors.

SECRETARIAL AUDIT

The Company was under control the IRP/RP during the
CIRP period from 29.07.2021 to 09.05.2024, Hence,
the Company could not comply with certain reporting as
given below:

During the CIRP period, the board/committee meetings
of the listed entity were held, The IRP/RP was duly
informed about the board/committee meetings. IRP/RP
has attended the board/audit committee meetings

During the period under review the Company has
complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned
above subject to the following Observations:

a. As per Regulation 24A(2) of SEBI (LODR), The
company has submitted the secretarial compliance
report for the financial year ended 31.03.2022 to
stock exchanges on 02.06.2022 with 3 days delay.
The Stock Exchanges levied fine for this non¬
compliance.

b. As per Regulation 33(3)(d) of SEBI (LODR), The
company has submitted the annual audited financial
results for the financial year ended 31.03.2022 with
some delay.The Stock Exchanges levied fine for this
non-compliance.

c. As per Regulation 76 of the Depositories Act, 1996,
The company has submitted the reconciliation
of share capital audit report for the quarter ended

30.06.2022 to the stock exchanges with delay.The
Stock Exchanges levied fine for this non-compliance.

d. As per Regulation 13(3) of SEBI (LODR), The
company has filed the quarterly statement of investor
complaints for the quarter ended 30.06.2022 with
Stock Exchanges in one day delay.The Stock
Exchanges levied fine for this non-compliance.

e. As per Regulation 31(1) of SEBI (LODR), The
company has submitted the shareholding pattern
for the quarter ended 30.06.2022 to the stock
Exchanges with delay.The Stock Exchanges levied
fine for this non-compliance.

f. As per Regulation 33(3)(a) of SEBI (LODR), The
company has submitted the quarterly financial
results for the quarter ended 30.06.2022 to the stock
exchanges with some delay.The Stock Exchanges
levied fine for this non-compliance.

g. As per Regulation 31(1) of SEBI (LODR)- The
company has submitted the shareholding pattern
for the quarter ended 30.09.2022 to the stock
Exchanges with delay.The Stock Exchanges levied
fine for this non-compliance.

h. As per Regulation 33(3)(a) of SEBI (LODR)- The
company has submitted the quarterly financial
results for the quarter ended 30.09.2022 to the stock
exchanges with some delay.The Stock Exchanges
levied fine for this non-compliance

i. As per Regulation 76 of the Depositories Act, 1996,
The company has submitted the reconciliation
of share capital audit report for the quarter ended

30.09.2022 to the stock exchanges with delay.

j. As per Regulation 33(3)(a) of SEBI (LODR)- The
company has submitted the quarterly financial
results for the quarter ended 31.12.2022 to the stock
exchanges with some delay.The Stock Exchanges
levied fine for this non-compliance.

k. As per Regulation 30 read with Schedule III Part
B Clause 16 of SEBI LODR, The company has
disclosed to the Stock Exchanges, the outcome of
meeting of board of directors dated 04.11.2022 in
which the financial results were approved for the
quarter / Annual ended 31.03.2022 with delay.

l. As per Regulation 30 read with Schedule III Part
B Clause 16 of SEBI LODR, The company has
disclosed to the Stock Exchanges, the outcome of
meeting of board of directors dated 12.04.2023 in
which the financial results were approved for the
quarter ended 30.06.2022, 30.09.2022 & 31.12.2022
with delay.

m. The trading window were not closed the for the
approval of Financial results for Quarter ended

30.06.2022.30.09.2022 and 31.12.2022 in the Board
Meeting held on 12.04.2023 as required under SEBI
(Prohibition of Insider Trading) Regulations, 2015

n. The Company has not complied with Regulation
3(5) & 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 with respect to Structured Digital
Database.

It is informed that due to non-availability of funds,
salary/wages to employees could not be made, audit
fees could not be paid, and several compliances could
not be made. The IRP/RP has taken steps to meet the
compliances requests upon receipt of funds provided by
the CoC.

Standards, etc. mentioned above subject to the Section
204 (1) of the Companies Act, 2013 requires that the
Secretarial Audit Report is to be attached to the Board's
Report. M.Damodaran & Associates LLP Practicing
Company Secretaries, Chennai have conducted and
submitted the Secretarial Audit Report for the period
from 1st April 2022 to 31st March 2023. The Report was
placed.

LOANS, GUARANTEES OR INVESTMENTS.

Your Company has not given any loans or provided
any guarantees or acquired securities as defined in
Section 186 of the Companies Act, 2013.

CONTRACTS, ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION 188(1).

All transactions entered into by the Company with
Related Parties were in the Ordinary Course of Business
and at arm's Length pricing basis. The Audit Committee
granted Omni bus approval for the transactions (which
are repetitive in nature) and the same was reviewed by
the Audit Committee and the Board of Directors. There
were no materially significant transactions with Related
Parties during the financial year 2022-2023 which
were in conflict with the interest of the Company
or which requires the approval of shareholders.
Suitable disclosures as required under IND AS-24 have
been made in Note. 47 of the Notes to the financial
statements. Details of the transactions are provided in
Form AOC-2 which is attached as Annexure-III to this
Report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company,
which have occurred between the end of the financial
year and the date of the report. All the Banks/Financial
Institutions had declared our accounts as non¬
performing assets and issued notice to recall the loans.

AUDIT COMMITTEE

The Audit committee consists of the following Directors.

The Audit Committee met TWO times on 22.07.2022
and 27.10.2022.

Details of Attendance of each director is furnished
in the report on Corporate Governance in Page
No.32

There were no instances where the Board has not
accepted the recommendations of the Audit Committee.

FOREIGN EXCHANGE EARNINGS AND OUT-GO,
CONSERVATION OF ENERGY & TECHNOLOGY
ABOSORPTION

The details of measures taken for Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are given in the Annexure.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary or any
Associate Company.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy.
Pursuant to Section 134 (3) (n) of the Companies Act,
2013 details of the Policy are disclosed in the Company's
Website.

At present the Company has not identified any element
of risk which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS

1. The Hon'ble National Company Law Tribunal
(“NCLT”), Chennai Bench, admitted the Corporate
Insolvency Resolution Process (“CIRP”) application
filed by a financial creditor of the Company and
appointed an Interim Resolution Professional
(“IRP”), in terms of the Insolvency and Bankruptcy
Code, 2016 (“the Code”) to manage the affairs of the
Company vide order dated July 29, 2021 received by
the Company on July 31, 2021.

2. Further as per the e-voting results dated 22nd
September 2022 CoC approved the appointment
of Mr. Mahalingam Suresh Kumar, Insolvency
Professional as Resolution Professional.The
appointment was confirmed by Hon'ble NCLT,
Chennai vide order IA/1248(CHE)/2022 in
IA/976/2019 dated 18th November 2022.

3. The Hon'ble NCLT had passed a liquidation order
dated 28^th June 2023.

4. Meanwhile, the following lenders (Consortium Banks)
viz., Indian Bank, State Bank of India, Central Bank
of India, IDBI Limited, The South Indian Bank Ltd,

The Federal Bank Ltd, ICICI Bank, Bank of India,
Union Bank of India and Indian Overseas Bank had
assigned there loan to National Asset Reconstruction
Company Limited (“NARCL”) vide Joint Assignment
Agreement dated 30th September 2023.

5. Considering the settlement arrived between the
Promoter and the majority lenders of the Company,
the Hon'ble Supreme set aside the Liquidation
Process vide its order dated 28117/2023 dated
7thAugust 2023. Further the Hon'ble Supreme
Court vide its order 150612/2023 dated 18th March
2024, remanded back to The Hon'ble National
Company Law Tribunal (NCLT), Chennai Bench for
consideration of withdrawal of IBC process initiated
against the Company in terms of Section 12A of IBC,
2016 read with Regulation 30A of the IBBI(CIRP)
Regulations., 2016.

6. Based on the settlement proposal submitted by
the Promoter U/s 12 A of IBC 2016, the CoC and
NCLT has approved the proposal and ordered the
withdrawal of the CIRP process and restored the
powers of the Board vide its order No. IA (IBC)/825/
CHE/2024 in IBA/976/2019 dated 9th May 2024.

7. A Master Restructuring Agreement (MRA) was
entered into between NARCL and India Debt
Resolution Company Limited (IDRCL) - acting a
Trustee on behalf of NARCL on 24th May 2024.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal
Audit function is defined by this Audit Committee. To
maintain its objectivity and independence, the Internal
Auditor reports to the Chairman of the Audit Committee
of the Board & to the Chairman of the Company. he
Internal Audit Department monitors and evaluates the
efficiency and adequacy of internal financial control
system in the Company, its compliance with operating
systems, accounting procedures and policies at all
locations of the Company. Based on the report of
internal auditor Company undertakes corrective action
in their respective areas and thereby strengthens the
financial controls. Significant audit observations, if
any, and recommendations along with corrective
actions thereon are presented to the Audit Committee
of the Board.

DEPOSITS

During the financial year 2022-2023 the Company has
not accepted deposits as defined in Section 73 and 74 of

Chapter V of the Companies Act, 2013. Your Company
has complied with the provisions of Section 73 &74 and
the rules prescribed there under. Your Company has
no unpaid deposits which were due or repayable as on
31^st March 2023. Your Company has not defaulted in
repayment of the deposits on the due dates. As on the
date of this report, there are no deposits and unclaimed
deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Section 135 of the Companies Act, a Corporate
Social Responsibility (CSR) Committee has been
formed. CSR policy has been framed and is available
on the Website. Members of the Committee are:

However, as the average of the net profits for the last
3 years is negative, no CSR expenditure has been
earmarked on this account.

BOARD EVALUATION.

Pursuant to the provisions of the Companies Act,
2013, the Board has carried out an evaluation of its
own performance, the directors individually as well as
the evaluation of the working of its Audit, Nomination
& Remuneration Committees as also the Independent
Directors.

Criteria for evaluation of the performance of the
Independent Directors:

The criteria for evaluation of the performance of
Independent Directors include their qualification,
experience, competency, knowledge, understanding
of respective roles (as Independent Director and as a
member of the Committees of which they are Members/
Chairpersons), adherence to Codes and ethics, conduct,
attendance and participation in the meetings, etc.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

Pursuant to Section 177(9) and 177(10) of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of the Listing Obligation and Disclosure
Requirement Regulations 2015, the Board of Directors
had approved a Policy on Vigil Mechanism/ Whistle
Blower and the same is hosted on the website of the
Company. This Policy inter-alia provides a direct access
to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ Employee
have been denied access to the Chairman of the Audit
Committee and that no complaints were received during
the year.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate
Governance regulations as laid out in SEBI (Listing
Obligation and Disclosure Requirement) Regulations
2015. A report on Corporate Governance in line with
SEBI prescribed format incorporated in the Listing
Obligations and Requirement Regulations, is attached
herewith. A certificate from the Practicing Company
Secretary on compliance of conditions of Corporate
Governance has been obtained and copy enclosed to
this report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and
all employee in the course of day to day business
operations of the Company. The Code has been posted
on the Company's website www.dharanisugars.com

The Code lays down the standard procedure of
business conduct which is expected to be followed by
the Directors and the designated employees in their
business dealings and in particular on matters relating
to integrity in the work place, in business practices and
in dealing with stakeholders. All the Board Members
and the Senior Management personnel have confirmed
compliance with the Code. All Management Staff were
given appropriate training in this regard.

PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti-Sexual harassment
policy in line with the requirements of the Section 4
of the Sexual harassment of Women at Work Place
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to
redress complaints received about sexual harassment.
All employees are covered under this policy. Details
have been displayed prominently in the work place and
also in the Company's Website. No complaints were
received during the year 2022-2023

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Annexure attached to the Board's Report

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of disclosures & a
Code of Conduct for Prohibition of Insider Trading with
a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees
while in possession of unpublished price sensitive
information in relation to the Company and during the
period when the Trading Window is closed. The Board
is responsible for implementation of the Code.

Directors of the Board and the designated employees
have confirmed compliance with the Code.

ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation
of the support, assistance and co-operation received
from the Central Government, Government of Tamil
Nadu, various governmental agencies, ICICI Bank
Limited, IREDA, the Company's bankers, Indian Bank,
State Bank of India, The South Indian Bank Limited,
Bank of India, Central Bank of India, The Federal Bank
Limited, Union Bank of India, IDBI Bank Ltd and Indian
Overseas Bank.

The Board of Directors also wishes to place on record its
appreciation for the cane growers, without whose help
and support it could not have achieved the progress that
has been made so far. With our encouragement and
their initiative, we hope for improved cane availability
for the ensuing years.

Your Directors are thankful to the employees of the
Company for their wholehearted co-operation and
unstinted dedication to duty leading to cordial industrial
relations during the year under review.

The Board is thankful and grateful for the
continuing co-operation to the management from the
shareholder's family since inception and is confident
that this partnership will sustain forever.

By order of the Board
For Dharani Sugars and Chemicals Limited

Dr Palani G Periasamy

Place: Chennai Executive Chairman

Date : 22.07.2024 (DIN No.00081002)