Uttam Sugar Mills : AR 2015-16

Uttam Sugar Mills Limited

	C O N T E N T S
Notice	1-10
Director's Report	11-30
Corporate Governance Report	31-43
Management Discussion & Analysis	44-53
Auditor's Report	54-59
Balance Sheet	60-60
Profit and Loss Statement	61-61
Cash Flow Statement	62-62
Notes	63-84
Attendance Slip & Proxy Form	-

Annual Report 2015-16	1

Uttam Sugar Mills Limited

CORPORATE INFORMATION
[CORPORATE IDENTITY NO. (CIN) : L99999UR1993PLC032518]
BOARD OF DIRECTORS
Mr. Raj Kumar Adlakha	Managing Director
Mr. Ashok Kumar Agarwal	Executive Director
Mr. R. Vasudevan	Independent Director
Mr. G. S. Matta	Independent Director
Mr. Narendra Kumar Sawhney	Independent Director
Mrs. Rutuja Rajendra More	Independent Director
Mr. Lohit Kumar Neel	Nominee Director-IDBI Bank Ltd.
Mr. Bikash Narayan Mishra (Ceased w.e.f. 13.02.2016)	Nominee Director-PNB
Mr. Binod Kumar (Appointed w.e.f. 13.02.2016)	Nominee Director-PNB.
REGISTERED OFFICE	FACTORIES
Village Libberheri, Tehsil Roorkee,	Unit - 1 :
District Haridwar, Uttarakhand - 247667	Village Libberheri, Tehsil Roorkee,
Tel. : 01332 - 229445	District Haridwar, Uttarakhand - 247667
Fax : 01332 - 229194	Unit - 2 :
Website : www.uttamsugar.in
E-mail : [e-mail]	Village Barkatpur, Tehsil Nazibabad
	District Bijnor (U.P.)
CORPORATE OFFICE	Unit - 3 :
A-2E, 3rd Floor, C.M.A. Tower, Sector - 24,	Village Khaikheri,
Noida - 201 301 (U.P.)	Tehsil & District Muzaffarnagar (U.P.)
Tel. : 0120 - 4525000	Unit - 4 :
Fax : 0120 - 4525020
E-mail : [e-mail]	Village Shermau, Tehsil Nakur,
[e-mail]	District Saharanpur (U.P.)

STATUTORY AUDITORS

B.K. Kapur & Co.

Chartered Accountants

CHIEF - LEGAL AND CORPORATE AFFAIRS &

COMPANY SECRETARY

G. Ramarathnam

BANKERS

Punjab National Bank

IDBI Bank Ltd.

Indian Overseas Bank

State Bank of India

Oriental Bank of Commerce

Uttarakhand State Co-operative Bank Ltd.

Zila Sahkari Bank Limited

Annual Report 2015-16	2

Uttam Sugar Mills Limited

Notice of 21st Annual General Meeting

NOTICE is hereby given that the 21st Annual General Meeting of the Members of Company will be held at the Registered Office of the Company at Village Libberheri, Tehsil Roorkee, District Haridwar, Uttarakhand on Friday, 16th September, 2016 at 12.00 Noon to transact the following business(es):-

ORDINARY BUSINESS:

1. Adoption of Financial Statements
   To receive, consider and adopt the financial statements of the Company for the financial year ended 31st March, 2016 including the audited Balance Sheet as at 31st March, 2016, Profit & Loss
   Statement for the Financial Year ended on that date together with the Reports of Board of Directors and Auditors thereon.
2. Re-appointmentof Mr. Kumar Neel Lohit (DIN: 06504417) as a Director liable to Retire by Rotation
   To appoint a Director in place of Mr. Kumar Neel Lohit (DIN: 06504417), who retires by rotation and is eligible for re-appointment.
3. Ratification of Appointment of Statutory Auditors
   To consider and if thought fit to pass with or without modification(s) the following resolution as an ORDINARY RESOLUTION:
   "RESOLVED THAT pursuant to the provisions of section 139 and all other applicable provisions of the Companies Act, 2013, if any, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the continuance of appointment of M/s B. K. Kapur & Company, Chartered Accountants (Firm Registration No.000852C) as Statutory Auditors of the Company, be and is hereby ratified till the conclusion of the Twenty Second AGM of the Company to be held in the year 2017 at a remuneration to be fixed by the Board of Directors on the recommendation of Audit Committee plus service tax payable thereon and reimbursement expenses, if any, incurred by them in connection with the Audit."

SPECIAL BUSINESS:

4. Payment of Remuneration to Mr. Raj Kumar Adlakha, Managing Director of the Company

To consider and if thought fit, to pass with or without modifications, the following resolution as SPECIAL RESOLUTION (S):-

"RESOLVED THAT pursuant to Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and subject to the Articles of Association of the Company and subject to Approval of Central Government, if required, the consent of the Company be and is hereby accorded for the payment of remuneration of Rs. 1,08,00,000/- per annum (including perquisites) and commission upto 4% of net profits of the Company, subject to the overall ceiling stipulated in Section 197 of the Companies Act, 2013 to Mr. Raj Kumar Adlakha (DIN : 00133256) as a Managing Director of the Company for the period from 1st July, 2016 to the remaining tenure upto 31st March, 2018 as recommended by the Nomination and Remuneration Committee of the Directors and approved by the Board of Directors on 11th August, 2016.

"RESOLVED FURTHER THAT the above remuneration of Rs. 1,08,00,000/- per annum (including perquisites) will be payable to him as minimum remuneration in case of absence or inadequacy of profits in any financial year as permissible under Section II of Part II of Schedule V of the Companies Act, 2013 including such amendment(s), modification(s) and/or revision(s) as may be made by the Central

Government in the said limits from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to decide the actual amount of commission payable in any financial year to Mr. Raj Kumar Adlakha upto 4% of the net profits of the Company, subject to the overall ceiling stipulated in Section 197 of the Companies Act, 2013 and to do all such acts, deeds and things as may be necessary to give effect to the above resolutions."

Annual Report 2015-16

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