24 Apr 2017 | Livemint.com

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Bajaj Hindusthan Sugar Ltd.

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  • 13.34 -0.08 (-0.6%)
  • Vol: 785015
  • BSE Code: 500032
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  • Vol: 3018192
  • NSE Code: BAJAJHIND
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  • OPEN PRICE
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    13.35(71129)

Bajaj Hindusthan Sugar Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

(Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges)

Tenets of Company's Corporate Governance philosophy

We strongly believe that retaining and enhancing stakeholder trust is indispensable for sustained corporate growth. Maximising the shareholder value while safeguarding and promoting the interests of other stakeholders and maintaining a resolute commitment to ethics and code of conduct forms the nucleus of the Company's Corporate Governance philosophy. For the Company, adherence to Corporate Governance stems not only from the letter of law but also from our inherent belief in doing fair business the right way.

Bajaj Hindusthan Sugar Limited (Bajaj Hindusthan Sugar/BHSL) is in full compliance with the Corporate Governance norms and disclosures of Clause 49 of the Listing Agreement with the Stock Exchanges. We report our financial results and other relevant disclosures/developments in a clear and timely manner through print and electronic media. The Company files its quarterly, half yearly, annual results, quarterly shareholding patterns in the manner and within such time as prescribed in the Listing Agreement.

The Company's policies on Corporate Governance and compliance thereof in respect of specific areas for the financial year ended March 31, 2015, in the format prescribed by Clause 49 of the Listing Agreement with the Stock Exchanges are set out below for the information of the shareholders and investors of the Company.

The fundamental theme of Corporate Governance at Bajaj Hindusthan Sugar is the nature and extent of accountability of people in the business. The tenets of honesty, transparency and fairness have been entrenched into the corporate culture and each of its associate to ensure adherence to the following main principles of Corporate Governance:-

• Rights and equitable treatment of shareholders:

To respect the rights of shareholders and help  shareholders to exercise those rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.

• Interests of other stakeholders: To recognise that the Company has legal, contractual, social, and market driven obligations to the non-shareholder stakeholders comprising external stakeholder groups represented by investors, lenders, trade creditors, suppliers, customers, communities affected by the Company's activities, policy makers, etc. on the one hand and the internal stakeholders represented

by the Board of Directors, executives and other employees on the other.

• Role and responsibilities of the Board: The Board possesses sufficient relevant skills and understanding to review and challenge management performance with appropriate levels of independence and commitment.

• Integrity and ethical behaviour: To practice that integrity is a fundamental requirement in choosing corporate officers and board members. The Company has developed a code of conduct for its Directors and executives that promotes ethical and responsible decision-making.

• Disclosure and transparency: The roles and responsibilities of Board and Management are clearly defined, make publicly disseminated to provide stakeholders with a level of accountability. All the material matters concerning the organisation are timely disclosed and balanced to ensure that all investors have access to clear, factual information.

Towards this end, all the Directors and Senior Management are committed to adhere to the Company's Code of Conduct and Code for Prevention of Insider Trading. The Management always aims at seeking practical solutions with the objective of strengthening corporate and board governance within the existing framework.

Board of Directors

Composition

The Board of Directors of Bajaj Hindusthan Sugar has a healthy blend of Executive and Non-Executive Directors. All the Non-Executive Directors are eminent professionals and bring the wealth of their professional expertise and experience to the Management of the Company.

The Board of Directors as on March 31, 2015 consists of 7 Directors. 2 of the Directors are Executive Directors and the remaining 5 Directors are Non-Executive Directors. The Executive Directors consist of 1 Executive Chairman & Managing Director, 1 Whole-time Director. 1 of the 7 Directors belong to the promoter group.

According to Clause 49 of the Listing Agreement, if the Chairman is an Executive Chairman, at least half of the Board should consists of Non-Executive Directors and also at least half of the Board shall comprise Independent Directors. In the case of Bajaj Hindusthan Sugar, 71% of its Directors are Non-Executive. Since 4 Non-Executive Directors are Independent Directors, the Company is presently complying with the requirement of having one-half of the total size of the Board as Independent Directors. As Table 1 shows, both these provisions are met by Bajaj Hindusthan Sugar.

Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the retirement policy laid down by the Board from time-to-time. The Managing Director and all the Non-Executive Directors (except Independent Directors) are liable to retire by rotation unless otherwise specifically approved by the shareholders.

Profile of Directors

The brief profile of each Director is given below:

Mr. Kushagra Bajaj, Chairman & Managing Director

Mr. Kushagra Bajaj is one of our Promoters. He graduated with a Bachelor of Science (Hons.) degree in Economics, Political Philosophy and Finance from the Carnegie Mellon University, Pittsburgh, USA. Mr. Bajaj completed his Master of Science degree in Marketing from the Northwestern University, Chicago, USA. Mr. Bajaj was the Chief Executive of the Company from August 2001 to April 2007 and was appointed as Joint  Managing Director with effect from April 24, 2007. He was re-designated as the Vice Chairman and Joint Managing Director with effect from April 30, 2011 and is responsible for overall operations of our Company. He has over one decade of experience in sugar and FMCG industries, all of which has been with our Company and with the Group Companies of our Promoters. He became the Chairman & Managing Director of the Company with effect from October 18, 2014. Mr. Kushagra Bajaj is the son of Mr. Shishir Bajaj.

Mr. M. L. Apte, Independent, Non-Executive

Mr. M. L. Apte has been a member of our Board of Directors since July 1970. He is also the Chairman of the Apte Group of companies. Mr. Apte is a former sheriff of Mumbai, a former president of the Maharashtra Chamber of Commerce, the Bombay Chamber of Commerce, the Cricket Club of India and the Indian Sugar Mills Association, a former member of the Indian Cotton Mills Federation and a former chairman of the Textiles Committee.

Mr. R. V. Ruia, Independent, Non-Executive

Mr. R. V. Ruia has been a member of our Board of Directors since April 2001. He received a Bachelors Degree in Commerce from Mumbai University in 1982. He is a director of Dawn Apparels Private Limited. Mr. R. V. Ruia is a committee member at The Bombay Mill Owners' Association, Indian Cotton Mills Federation and Bombay Textile Research Association and is a trustee of various public charity trusts.

Mr. Alok Krishna Agarwal, Independent, Non-Executive

Mr. Alok Krishna Agarwal has been a member of our Board of Directors since April 2007. He is the founder managing partner of Juris Consultus, Law Office now called Sheldon Law Firm at New Delhi. He is also the editor of the monthly Law Magazine "LAWZ". He graduated in law from the Delhi University in the year 1988. He was admitted to the rolls of Bar Council of India in 1989. He is a member of the Supreme Court Bar Association. He is also a life member of the Indian Council of Arbitration.

Mr. D. K. Shukla, Independent, Non-Executive

Mr. D. K. Shukla has been a member of our Board of Directors since October 2001. He has a Bachelors degree in Arts and a Masters degree in Social Work.

He served as a representative for the Life Insurance Corporation of India on our Board until November 11, 2008. He retired as an Executive Director of LIC in February 2003. During his tenure with LIC, he occupied positions like Regional Manager and was in charge of 3 LIC divisions. Mr. Shukla was re-inducted in the Board with effect from December 21, 2008 as an Independent Director. In addition, Mr. Shukla is a member of our Audit Committee and Nomination & Remuneration Committee.

Mr. Ashok Kumar Gupta, Executive, Non-Independent

Mr. Ashok Kumar Gupta has been a member of our Board of Directors since October 2012. He has experience of more than 41 years in Sugar Industry. After completing his M.Com from Agra University, he had started his service career from Dhampur Sugar Mills, Dhampur, district Bijnor in 1970 and thereafter joined Upper Doab Sugar Mills, Shamli, district Muzaffar Nagar (a Unit of Shadilal Enterprises) in August 1978. Thereafter, he had joined in Bajaj Hindusthan Sugar Limited, Golagokarannath, Lakhimpur Kheri on May 31, 1982 and since then continuing with BHSL. During his long tenure with BHSL, he had worked in various senior posts in different departments and presently working as Director (Group Operations), Sugar & Distillery Divisions. He is a patron Member of The Sugar Technologists' Association of India (Membership No. 4551). He has been awarded with "GEM OF INDIA AWARD" on June 30, 2011 by Council for National Development, New Delhi on its 58th National Convention of National Building through Individual Achievements.

Mrs. Kiran Anuj, Non-Executive, Non-Independent

Mrs. Kiran Anuj has been a member of our Board of Directors since March 2015. She has more than 34 years of experience in areas of Public Relations and Liaisoning. Prior to joining us, she has worked with Western Electroniks Ltd. as Executive Manager and with Lomex Mascon, Moscow as Manager - Marketing. She holds the degree of B.A. (Hons.) and also has obtained professional qualification in Overseas Secretarial Practices from YWCA, New Delhi.

Board procedures

Information supplied to the Board

The Board of Bajaj Hindusthan Sugar has complete access to any information within the Company and to any employee of the Company. At the meetings, the Board is provided with all the relevant information on important matters affecting the working of the Company as well as all the related details that require deliberation by the members of the Board.

Attendance record of the Directors

During the financial year 2014-15, the Board of Directors met ten times on May 16, 2014, June 30,  2014, August 08, 2014, September 25, 2014, October 18, 2014, November 12, 2014, December 11, 2014, December 25, 2014, February 12, 2015 and March 30,  2015. The gap between any two meetings has been less than four months.  Out of the aforesaid, nine Board Meetings were held through video conferencing facility.

Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on February 12, 2015 to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Agenda

All the meetings are conducted as per well designated and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of all the Board Committees and Subsidiaries for the information of the Board. Additional agenda items in the form of "Other Business" are included with the permission of the Chairman. Agenda papers are generally circulated seven days prior to the Board Meeting. In addition, for any business exigencies, the resolutions are passed by circulation and later placed in the ensuing Board Meeting for ratification/approval.

Invitees & proceedings

Apart from the Board members, the Company Secretary and the CFO are invited to attend the Board Meetings Other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the board. The CFO makes presentation on the quarterly and annual operating and financial performance and on annual operating & capex budget. The Managing Director, CFO and other senior executives make presentations on capex proposals & progress, operational health & safety and other business issues. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective committee meetings, which are generally held prior to the Board Meeting.

Post meeting action

Post meetings, all important decisions taken at the meeting are communicated to the concerned officials and departments. Action Taken Report is prepared and reviewed periodically by the Company Secretary for action taken/pending to be taken.

Support and role of Company Secretary

The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. He acts as interface between the Board and the Management and provides required assistance and assurance to the Board and the Management on compliance and grievance aspects

Membership term

As per statutory requirements, at least two-third of the Board (other than Independent Directors) should consist of retiring Directors. Of these, one-third is required to retire every year by rotation and, if eligible, may seek re-appointment at a general meeting. 4 out of the 7 Directors of Bajaj Hindusthan Sugar are Independent Directors. 3 out of remaining 7 Directors are such retiring Directors.

Other directorship and membership of Board Committees

Details of the number of Directorships held in other companies and positions held in all public limited companies by Directors of Bajaj Hindusthan Sugar are summarised in Table 2

None of the Directors of Bajaj Hindusthan Sugar is a member in more than 10 committees and Chairman of more than 5 committees across all companies in which he/she is a Director.

Induction & training of Board members

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction programme including the presentation from the Chairman & Managing Director on the Company's manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The induction for independent Directors include interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site etc. On the matters of specialised nature, the Company engages outside experts/consultants for presentation and discussion with the Board members.

Familiarisation programmes for Independent Directors

Independent Directors have been explained about their roles, rights, responsibilities in the Company through detailed presentations on the changes in backdrop of Companies Act 2013 and Listing Agreement.

The Board including all Independent Directors were provided with relevant documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices from time to time. Updates on relevant statutory changes on laws concerning the Company are informed to the entire Board on regular intervals. The Independent Directors are facilitated to meet without the presence of the Company's management to discuss matters pertaining to the Company's affairs.

The Board including Independent Directors is also updated periodically on Related Party Transactions and their rationale, Litigation update, various Policies and Standard Operating Procedures of the Company, Entity Level Risk, Risk Mitigation Plans, etc.

The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at www.bajajhindusthan.com

Evaluation of the Board's performance

During the financial year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Code of conduct

The Company has adopted a Code of Conduct for the Directors and senior management of the Company. The same has been posted on the website of the Company. The members of the Board and senior management of the Company have submitted their affirmation on compliance with the Code for the effective period. The Declaration by the Chairman & Managing Director to that effect forms part of this Report.

Prevention of insider trading code

As per SEBI (Prevention of Insider Trading) Regulation, 1992, the Company has adopted a Code of Conduct for Prevention for Insider Trading. All the Directors, employees at Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Company has appointed Mr. Kausik Adhikari, Deputy Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company's securities. During the financial year under review, there has been due compliance with the said code

The Board is responsible for constituting, assigning, co-opting and fixing of terms of service for committee members of various committees. The Chairman of the Board, in consultation with the Company Secretary and the Committee Chairman, determines the frequency and duration of the committee meetings.

Recommendations of the committees are submitted to the Board for approval. The quorum for meetings is either two members or one-third of the members of the committees, whichever is higher. In case of all the above committees of Bajaj Hindusthan Sugar, two members constitute the quorum.

Audit Committee

Constitution and composition

The Audit Committee in Bajaj Hindusthan Sugar was constituted in 1989. Pursuant to provisions of Section 177 of the Companies Act 2013, the Company was required to constitute an Audit Committee consisting of minimum three directors with independent directors forming a majority. The shareholders had approved the appointment of Independent Directors under the provisions of Companies Act, 2013 at the 82nd Annual General Meeting of the Company held on August 12, 2014. Accordingly, the Company re-constituted the Audit Committee in accordance with Section 177(2) of the Companies Act, 2013 on September 25, 2014. The scope and terms of reference and working of the Audit Committee are constantly reviewed and appropriate changes are made from time to time for greater effectiveness of the Committee. The Committee's composition conforms to the requirements of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

The composition of Audit Committee is given in Table 4. All the committee members possess sound knowledge of accounts, audit and finance.

Meetings and attendance

During the financial year ended March 31, 2015, the Audit Committee met seven times on May 16, 2014, August 08, 2014, September 25, 2014, October 18, 2014, November 12, 2014, December 25, 2014 and February 12, 2015. The gap between any two meetings has been less than four months.

Out of the aforesaid, three Audit Committee meetings were held through video conferencing facility in terms of the circulars issued by the Ministry of Corporate Affairs.

Mr. Shishir Bajaj, Chairman and Managing Director* and Mr. Kushagra Bajaj, Vice-Chairman & Joint Managing Director**, are permanent invitees to the Audit Committee Meetings. In addition, the heads of the Finance and Internal Audit functions, representatives of Statutory Auditors, Cost Auditors and other executives as are considered necessary, generally attended these meetings. The Company Secretary acts as the Secretary to the Audit Committee  * Mr. Shishir Bajaj, ceased to be Chairman & Managing Director  w.e.f. October 17, 2014 ** Mr. Kushagra Bajaj, Chairman & Managing Director w.e.f. October  18, 2014

Brief description of terms of reference

The terms of reference of Audit Committee are quite comprehensive and include all requirements mandated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Committee focussed its attention on overseeing and monitoring the financial reporting system within the Company, considering quarterly, half-yearly and annual financial results of the Company and submitting its observations to the Board of Directors before its adoption by the Board, review of annual budgets, annual internal audit plans, legal compliance reporting system, implementation of SAP, review of internal control systems, audit methodology and process, major accounting policies and practices, compliance with accounting standards, risk management and risk disclosure policy and uses of proceeds from Preferential Issue. The Audit Committee also continued to advise the management on areas where greater internal control and internal audit focus was needed and on new areas to be taken up for audit. These were based on the Committee's discussions and review of the observations of the reports submitted by the Company's Internal Audit Department on systems and controls, cost control measures and statutory compliance in various functional areas.

Nomination and Remuneration Committee

Composition of the committee

The Remuneration Committee was constituted in 2003. Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors at its meeting held on September 25, 2014 had re­constituted the Nomination & Remuneration Committee consisting of four non-executive Directors. Consequent to the resignation of Mr. D.S. Mehta as a Director of the Company, the Committee was re-constituted on October 17, 2014. The composition of the Nomination & Remuneration Committee is given in Table 5 below.

Terms of reference

The Remuneration Committee was constituted in 2003 and has been re-christened as Nomination and Remuneration Committee with effect from August 11, 2010 with the following terms of reference:

a. To determine the Company's policy on remuneration to Executive Directors and their relatives working  in the Company, including pension rights and compensation payments.

b. To approve the remuneration payable to all managerial personnel (under the Companies Act, 2013) including Executive Directors.

c. To monitor ESOP Scheme promulgated by erstwhile Bajaj Hindusthan Sugar and Industries Limited till the Scheme is in force.

Meeting and attendance

During the financial year ended March 31, 2015, the Nomination and Remuneration Committee met one time on November 12, 2014. The attendance of each Committee Member is provided in Table 5.

Remuneration policy

The Nomination & Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel including Whole-time Director and Managing Directors after taking into account the financial position of the Company, trend in the industry, qualifications, experience, past performance and past remuneration, etc.

The Non-Executive Directors are paid sitting fees for every meeting of the Board and its Committees attended by them.

Remuneration to Directors

Pecuniary relationship and transactions of non-executive directors with Bajaj Hindusthan Sugar

The Register of Contracts maintained by the Company pursuant to the provisions of Section 189(1) of the Companies Act, 2013 and rule 16(1) of the Companies (Meetings of Board & its Powers) Rules, 2014, contains particulars of all contracts or arrangements with any related party under Section 188 or in which any director is concerned or interested under sub-section (2) of Section 184 applies. The Register is signed by all the Directors present during the respective Board meetings held from time to time.

Remuneration of non-executive Directors

Non-Executive Directors were paid a sitting fee of Rs. 20,000 for attending each Board Meeting and Rs. 10,000 for attending each Committee Meeting. The details of sitting fees paid to Non-Executive Directors during the financial year ended March 31, 2015 are provided in Table 6.

Remuneration of executive Directors

The executive Directors - Mr. Shishir Bajaj (up to 16/10/2014), Mr. Kushagra Bajaj, Dr. Sanjeev Kumar (up to 29/03/2015), Mr. Manoj Maheshwari (up to 29/03/2015) and Mr. Ashok Kumar Gupta were paid remuneration as per their respective terms of appointment approved by the shareholders of the Company.

On their retirement, Mr. Shishir Bajaj and Mr. Ashok Kumar Gupta are entitled to superannuation benefits payable in the form of an annuity from the Life Insurance Corporation of India and these form part of the perquisites approved for them. Mr. Kushagra Bajaj, Dr. Sanjeev Kumar and Mr. Manoj Maheshwari are not entitled to superannuation benefits. No pension is paid by the Company to any of the Directors.

The Company did not advance any loans to any of the Executive and/or Non-Executive Directors during the period under review. Dr. Sanjeev Kumar was granted 2,00,000 options under the Employee Stock Option Plan, 2006 framed by erstwhile Bajaj Hindusthan Sugar and Industries Limited (amalgamated with the Company with effect from December 20, 2010). These options  were vested on July 17, 2007 and upon non-exercise of options, expired on July 16, 2014. The pricing formula for these options has been described in Annexure II to Directors' Report.

The details of remuneration paid to the Directors of the Company are given in Table 6.

Stakeholders Relationship Committee

During the year under review, the nomenclature of the Shareholders & Investors Grievance Committee was changed to "Stakeholders Relationship Committee" in line with the provisions of Section 178 of the Companies Act, 2013. This Committee is responsible for speedy disposal of all grievances/complaints relating to shareholders/investors. Reference to this Committee has been made by SEBI in Clause 49 of the Listing Agreement.

The Committee specifically looks into the redressal of shareholder and investor complaints on matters relating to transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends, etc. In addition, the Committee advises on matters which can facilitate better investor services and relations.

Mr. Kausik Adhikari, Deputy Company Secretary, has been designated as the Compliance Officer.

The Company has designated the email id "investor. complaints@bajajhindusthan.com exclusively for the purpose of registering complaints by investors electronically. This e-mail id is displayed on the Company's website i.e. www.bajajhindusthan.com

The Committee is headed by Mr. R.V. Ruia, Chairman, Independent Director and consists of the members as stated in Table 8 below. During the financial year ended March 31, 2015, the Stakeholders Relationship Committee met three times on August 08, 2014, November 12, 2014 and February 02, 2015.

Shareholder Information  

Financial calendar

Financial Year 2015-16 : April 01, 2015 to March 31, 2016

Audited Annual Results for the year ended March 31, 2015 : Third week of May 2015

Mailing of Annual Report : Second week of August 2015

Unaudited first quarter financial result : Second week of August 2015

Unaudited second quarter financial results : Second week of November 2015

Unaudited third quarter financial results : Second week of February 2016

Dividend announcement

In view of loss incurred during the year under review, directors do not recommend any dividend for the current year. The Dividend paid in the previous year was nil.

Date of book closure

Tuesday, September 08, 2015 to Monday, September 14, 2015 (both days inclusive).

Unclaimed dividends

Unclaimed dividends up to 1995-96 have been transferred to the General Revenue Account of the Central Government. Those who have not encashed their dividend warrants for the period prior to and including 1995-96 are requested to claim the amount from Registrar of Companies - Maharashtra, CGO Building, 2nd Floor, "A" Wing, Opp. Police Commissioner's Office, C.B.D. Belapur, Navi Mumbai -  400 614.

In view of amended Section 205C of the Companies Act, 1956, followed by the issue of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company to a fund called Investor Education and Protection Fund (the fund) set up by the Central Government.

Accordingly, unpaid/unclaimed dividends for the years 1997-98 to 2006-07 were transferred by the Company to the said fund on respective due dates. This would be followed by the transfer of the amounts of unpaid / unclaimed dividends every year in respect of dividends for subsequent years. Shareholders are therefore requested to verify their records and send claims, if any, for the relevant years from 2007-08 onwards, before the respective amounts become due for transfer to the fund. The details of unclaimed dividend are as under: -

Unclaimed shares in the suspense account

In accordance with the requirement of terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement, entered into with the Stock Exchanges, the Company reports the following details in respect of equity shares issued but remained unclaimed lying in the suspense account in demat form:

Information on directors being appointed / re-appointed

The information regarding Directors seeking appointment/re-appointment at the ensuing Annual General Meeting is given under Annexure to item no. 2 & item no. 4 of the Notice convening 83rd Annual General Meeting.

Communication to shareholders

The Company has published its quarterly, half-yearly and annual results in all the editions of Free Press Journal (English), Navshakti (vernacular), Mumbai and Nav Bharat Times (vernacular) at Lucknow. Quarterly results were sent to the Stock Exchanges immediately after the Board approved them. The financial results and other relevant information are regularly and promptly updated on the website of the Company www.bajajhindusthan.com

Corporate filing and dissemination system (CFDS):

The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through the CFDS portal. In particular, the Company informs BSE and NSE all price sensitive matters or such other matters which in its opinion are material and of relevance to the members.

NSE electronic application processing system (NEAPS):

The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, among others are filed electronically on NEAPS.

BSE corporate compliance & listing centre (the 'Listing Centre'):

BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, among others are also filed electronically on the Listing Centre.

SEBI complaints redress system (SCORES):

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

In terms of Clause 52 of the Listing Agreement, the Company has started voluntarily filing of financial statements under Corporate Filings & Dissemination System (CFDS). The Compliance Officer is responsible for ensuring correctness, authenticity & comprehensiveness of the filings. The Company shall file all information, statements and reports under Corporate Filings & Dissemination System (CFDS) in a phased manner.

Share transfer

The power to approve share transfer/transmission, etc. as well as the dematerialisation/rematerialisation were delegated to Mr. Shishir Bajaj, Chairman & Managing Director and in his absence to Mr. D. S. Mehta, Director of the Company. With effect from December 15, 2009, the Share Transfer Committee has been dissolved and the aforesaid powers have been delegated to certain directors/officers of the Company. All transfers pertaining to shares held in physical form as well as requests for dematerialisation/rematerialisation are processed in fortnightly cycles.

Registrar and transfer agent

m/s.Sharepro Services (India) Private Limited, as the Registrar and Share Transfer Agents of Bajaj Hindusthan Sugar, handle all share transfers and related processes. They provide the entire range of services to the Shareholders of the Company relating to share transfers, change of address or mandate and dividend. The electronic connectivity with both the depositories - National Securities Depository Limited and Central Depository Services (India) Limited is also handled by M/s. Sharepro Services (India) Private Limited.

Share transfer system

Share transfers received by the Company are registered within 15 days from the date of receipt in most of the cases, provided the documents are complete in all respects.

The number of shares transferred in physical category during the year ended March 31, 2015 was 3,450 as compared to 27,270 in 2012-14 (eighteen months).

Dematerialisation of shares

During the year ended March 31, 2015, 54,482 shares were dematerialised as compared to 16,44,741 shares during 2012-14 (eighteen months). The distribution of shares in physical and electronic modes as at March 31, 2015 and March 31, 2014 is provided in Table 12.

Listing on stock exchanges and stock codes

The Company's equity shares are listed and traded on the following Stock Exchanges:

Name BSE Limited

Address 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Stock Code 500032

Reuters Code BJHN.BO

Name The National Stock Exchange of India Limited (NSE)

Address Exchange Plaza, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

Stock Code BAJAJHIND

Reuters Code BJHN.NS

The ISIN Number of Company's Equity Shares (face value of Rs. 1/- per share) for NSDL & CDSL: INE306A01021

Company has paid listing fees for the financial year 2015-16 to all the stock exchanges where its securities are listed.

The Global Depository Receipts (GDRs) were listed on the Luxembourg Stock Exchange and also admitted to trading on international order book of London Stock Exchange. GDRs of the Company were delisted from Luxembourg Stock Exchange with effect from October 08, 2013 and also de-registered from London Stock Exchange.

Market price data

Equity shares

The details of high/low market price of the equity shares of the Company at BSE Limited and at The National Stock Exchange of India Limited (NSE) during the last accounting year of the Company are provided hereunder. (See Table 13

Reconciliation of share capital audit

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practising Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to stock exchanges and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

Investor services

The Company under the overall supervision of Mr. Pradeep Parakh, Group President (GRC) & Company Secretary is committed to provide efficient and timely services to its shareholders. The Company has appointed M/s. Sharepro Services (India) Private Limited as its Registrar and Share Transfer Agent for rendering the entire range of services to the shareholders of the Company with regard to share transfer, change of address, change of mandate, dividend, etc.

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of all the registered shareholder/s. The prescribed form for such nomination can be obtained from the Company. Nomination facility in respect of shares held in electronic form is also available with depository participant (DP) as per the bye-laws and business rules applicable to NSDL  and CDSL.

Mandatory requirement of PAN

SEBI vide its circular dated January 07, 2010 has made it mandatory to furnish PAN copy in the following cases:

I. Deletion of name of deceased shareholder(s), where the shares are held in the name of two or more shareholders;

II. Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder.

III. Transposition of shares - in case of change in order of names in which physical shares are held jointly in the names of two or more shareholders.

Subsidiary companies

There is no material non listed Indian subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the subsidiary Company. The requirements of the  Clause 49 of the Listing Agreement with regard to subsidiary companies have been complied with.

Plant locations Sugar mills

1. Golagokarannath, Lakhimpur-Kheri, district Kheri, Uttar Pradesh

2. Palia Kalan, district Lakhimpur-Kheri, Uttar Pradesh

3. Kinauni, district Meerut, Uttar Pradesh

4. Thanabhawan, district Muzaffarnagar, Uttar Pradesh

5. Budhana, district Muzaffarnagar, Uttar Pradesh

6. Bilai, district Bijnor, Uttar Pradesh

7. Barkhera, district Pilibhit, Uttar Pradesh

8. Khambarkhera, district Lakhimpur-Kheri, Uttar Pradesh

9. Gangnauli, district Saharanpur, Uttar Pradesh

10. Maqsoodapur, district Shahjahanpur, Uttar Pradesh

11. Pratappur, district Deoria, Uttar Pradesh

12. Rudauli, district Basti, Uttar Pradesh

13. Utraula, district Balrampur, Uttar Pradesh

14. Kundarkhi, district Gonda, Uttar Pradesh

Distillery

1. Golagokarannath, Lakhimpur-Kheri, district Kheri, Uttar Pradesh

2. Palia Kalan, district Lakhimpur-Kheri, Uttar Pradesh

3. Kinauni, district Meerut, Uttar Pradesh

4. Khambarkhera, district Lakhimpur-Kheri, Uttar Pradesh

5. Gangnauli, district Saharanpur, Uttar Pradesh

6. Rudauli, district Basti, Uttar Pradesh

Co-Generation

1. Palia Kalan, district Lakhimpur-Kheri, Uttar Pradesh

2. Barkhera, district Pilibhit, Uttar Pradesh

3. Khambarkhera, district Lakhimpur-Kheri, Uttar Pradesh

4. Kinauni, district Meerut, Uttar Pradesh

5. Thanabhawan, district Muzaffarnagar, Uttar Pradesh

6. Budhana, district Muzaffarnagar, Uttar Pradesh

7. Bilai, district Bijnor, Uttar Pradesh

8. Gangnauli, district Saharanpur, Uttar Pradesh

9. Maqsoodapur, district Shahjahanpur, Uttar Pradesh

10. Golagokarannath, Lakhimpur-Kheri, district Kheri, Uttar Pradesh

11. Pratappur, district Deoria, Uttar Pradesh

12. Rudauli, district Basti, Uttar Pradesh

13. Utraula, district Balrampur, Uttar Pradesh

14. Kundarkhi, district Gonda, Uttar Pradesh

Board division

1. Palia Kalan, district Lakhimpur-Kheri, Uttar Pradesh

2. Kundarkhi, district Gonda, Uttar Pradesh

3. Kinauni, district Meerut, Uttar Pradesh

Address for Correspondence

Investors and shareholders can correspond with:

1) The Company at the following address: Secretarial Department  Bajaj Hindusthan Sugar Limited  Bajaj Bhawan, 2nd Floor, Jamnalal Bajaj Marg,  226, Nariman Point, Mumbai - 400 021  Tel. No. : +91-22-2204 9056  Fax No. : +91-22-2204 8681  E-mail: investor.complaints@bajajhindusthan.com  Website: www.bajajhindusthan.com

AND/OR

2) The Registrars and Share Transfer Agent of the Company M/s. Sharepro Services (India) Private Limited at their following address: -

By Post/Courier/Hand Delivery

M/s Sharepro Services (India) Private Limited Unit : Bajaj Hindusthan Sugar Limited 13AB Samhita Warehousing Complex 2nd Floor, Sakinaka Telephone Exchange Lane Off Andheri-Kurla Road Sakinaka, Andheri (East) Mumbai - 400 072 Tel. No.: +91-22-6772 0400/1/2 Fax No.: +91-22-2850 8927, 28591568 Email: sharepro@ shareproservices.com

By Hand Delivery

M/s Sharepro Services (India) Private Limited Unit : Bajaj Hindusthan Sugar Limited 912 Raheja Centre Free Press Journal Road Nariman Point Mumbai - 400 021Tel. No.: +91-22-2282 5163 Fax No.: +91-22-2282 5484 Email: sharepro@ shareproservices.com