Mar 31, 2023
The Directors have pleasure in presenting the 37th Annual Report on the business and operations of the company and the audited financial statements for the year ended 31st March 2023.
Rs. in Lakhs
1) Financial Highlights |
2022-23 |
2021-22 |
Total Income |
77,395.17 |
47,936.90 |
Profit before Finance Costs, Depreciation and exceptional items |
5,912.90 |
4,369.09 |
Less: Finance Costs |
1,418.76 |
2,218.36 |
Depreciation |
2,420.87 |
2,410.77 |
Profit / (loss) from ordinary activities before Tax |
2,073.27 |
(260.04) |
Tax Expenses |
2,970.13 |
57.58 |
Profit / (loss) after Tax |
(896.87) |
(317.62) |
Other comprehensive income /(loss), net of income tax |
(75.60) |
23,378.46 |
Total comprehensive income /(loss) for the period |
(972.47) |
23,060.84 |
Basic / Diluted earnings /(loss) per share of ''10/- each, before / after extraordinary items |
(2.71) |
(0.96) |
In view of the stressed financial position, your Directors have not recommended payment of dividend for the year 2022-23. Also no amount has been transferred to reserves.
Your Company earned an income of '' 77,395.17 lakhs in the year 2022-23 as against '' 47,936.90 lakhs during the previous year. The Company has earned a net profit before tax of '' 2073.27 lakhs as against net loss before tax of '' 260.04 lakhs incurred during the previous year. The net loss after tax has been '' 896.87 lakhs as against the net loss of ''317.62 lakhs in the previous year. This is due to the Company has opted for payment of income tax under Section 115BAA of the Income Tax Act, 1961 at the time of filing the return on income for the Assessment year 202223 on 27th September 2022. Consequent thereof, excess provision for Deferred Tax Asset and Minimum Alternate Tax Credit not available for setoff is reversed.
4) Operational Performancea) Sugar Division
The key operational data of our sugar division for the year 2022-23 are as follows:
Particulars |
2022-23 |
2021-22 |
Sugarcane crushed (Tons) |
17,81,221 |
12,78,164 |
Recovery % |
8.87 |
9.01 |
Sugar Produced (Tons) |
1,58,042 |
1,15,109 |
Sugar Sold (Tons) - Domestic |
1,67,203 |
95,595 |
The sugarcane crushing has increased by 39% due to better availability of cane on account of the good monsoon in the command area.
During the year under review, the total power generated by the Cogeneration Division was 2,042 lakh units as against 1,535 lakh units in the previous year. The company exported 1,253 lakh units during the year as against 974 lakh units in the previous year.
c) Distillery Division
The Distillery Division produced 223.35 Lakh litres of Alcohol during the year as against 160.03 lakh litres in the previous year and sold 219.65 lakh litres as against 183.06 lakh litres in the previous year.
5) Restructuring of Sugar Development Fund (SDF) Loan.
The Company was in default of loans received from Sugar Development Fund (SDF), Government of India, since the Financial Year 2016. The Company has received the Administrative Approval (AA) dated 20th May 2022 vide letter reference no.''File No.8-4/2010-SDF'' from the SDF, Ministry of Consumer Affairs, Food & Public Distribution, Department of Food & Public Distribution, for restructuring of SDF Ethanol loan of '' 32.45 crore and Co-generation loan of '' 21.10 crore availed by the Company. The Company has completed execution of Tripartite Agreement (TPA) with SDF and their nodal agency, for restructuring of the SDF loans, within the stipulated time.
The pending compliance of the terms of Tripartite Agreement is the perfection and modification of the existing security. The company has requested the appropriate authority of SDF for an amendment in the existing guidelines on security cover for the restructured debt in line with Statutory provisions of Indian Accounting Standards. Pending amendment, the Company has also requested that the validity of AA be extended for a period of four months from the date of such amendment to the security guidelines to enable the Company to register the modified security and file the necessary charge with Registrar of Companies.
The management believes that no material uncertainty exists about the company''s ability to continue as a going concern and accordingly the management has prepared these financial statements on a going concern basis.
Though the rainfall in the command area of our Company is lesser in comparison to the previous year, the recharged ground water is still supportive of the planting and factory operations for next two years.
With the production in Maharashtra and north Karnataka down from the estimated numbers and the stock position at the end of the season is likely to be low, situation looks positive on the domestic prices. The international sugar prices are also moving up sharply which should support the domestic prices (as the export values of the latest exports are high).
In the sugar season 2021-22 (October to September), India has exported about 11 million tons of sugar at a reasonable price. The Government of India, for sugar season 2022-23, has allowed sugar export of 6.2 million tons. Allowing of further export is not in visibility due to lower sugar production.
The ambitious ethanol program of the Central Government continues to be supportive to the sugar industry. In the year under review, the Union Cabinet approved the increase in price of Ethanol as follows:
⢠C-Heavy Molasses - from '' 46.66 to '' 49.40 per Litre.
⢠B-Heavy Molasses - from '' 59.08 to '' 60.73 per Litre.
⢠Cane Juice - from '' 63.45 to '' 65.60 per Litre.
⢠Transportation charges will also be compensated by OMCs
The price of potable alcohol - Extra Neutral Alcohol (ENA) has also been stable.
Further, the Government policy on sugar would continue to have a significant bearing on the prospects of the industry in the coming years.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
Statutory Auditors: M/s.S.Krishnamoorthy & Co., Chartered Accountants, Coimbatore (Firm Registration No. 001496S), hold office as Auditors upto the conclusion of the 40th Annual General Meeting (AGM) to be held for the financial year ending 31st March 2026.
Cost Auditors: In terms of Section 148 of the Act, read with Companies (Cost Records and Audits) Rules, 2014, the products manufactured by the company viz. Sugar, Industrial Alcohol and Cogeneration of Power are covered under the ambit of mandatory cost audits. Accordingly, the Company has made and maintained the accounts and cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. Based on the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2023-24 and fixed their remuneration with increase by '' 50,000/-. The resolution for ratification of remuneration in terms of Section 148(3) of the Companies Act, 2013 is being placed before the ensuing AGM.
Secretarial Auditor: Based on the recommendation of the Audit Committee, the Board of Directors have re-appointed Mr.G.Soundarrajan, Practicing Company Secretary, as the Secretarial Auditor, to conduct Secretarial Audit as per Section 204 of the Act, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), for the financial year ending 31st March 2024.
9) Conservation of energy, technology absorption, foreign exchange earnings and outgo
Annexed to this Report as Annexure 1.
The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements prescribed by SEBI. The Company also follows several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the LODR forms an integral part of this Report as Annexure 2. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is also attached to the report on Corporate Governance.
11) Corporate Social Responsibility (CSR)
The Company has earned a net profit of ''1681.07 lakhs during the Financial Year ended 31st March 2023, computed as per section 198 of the Act. Hence, provisions relating to Corporate Social responsibility as specified under section 135 of the Act will be applicable to the Company from the Financial Year 2023-24. The Company has already constituted its CSR Committee in accordance with Section 135 of the Act read with Companies (CSR Policy) Rules, 2014 and the amendments thereto and formulated a CSR Policy which is available on the website of the Company at https://www.raishreesugars.com/policies/
The Company''s average net loss, as per the said Section for last three financial years (2022-23, 2021-22 & 2020-21) is ''235.74 lakhs. Hence, the company is not required to spent any amount on CSR during the financial year 2023-24.
12) Details of Directors or Key Managerial Personnel Appointed / Resigned
Details of re-appointment and cessation of a Director / Key Managerial Personnel during the year are furnished below:
Name |
Designation |
Appointment / Reappointment / Resignation |
Effective from |
Mr. Sheilendra Bhansali |
Independent Director |
Re-appointment |
10th July 2022 |
Mr. R. Varadarajan |
Whole-time Director |
Re-appointment on retirement by rotation at the 36th Annual General Meeting |
28th September 2022 |
Mr. S. Krishnaswami |
Independent Director |
Re-appointment |
30th September 2022 |
Dr.P.Surulinarayanasami |
Non-Executive Non-Independent Director |
Vacation of office under section 167(1)(a) |
31st October 2022 |
On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors has reappointed Mr. R.Varadarajan (DIN 00001738) as Wholetime Director of the company whose tenure of appointment expired on 4th June 2023, for a further term of three consecutive years from 5th June 2023 and fixed his remunuration, subject to approval of the members.
The (NRC) and the Board of Directors have recommended the said reappointment. Necessary resolution for the approval of the members by way of Special Resolution will be placed at the ensuing AGM.
Pursuant to the provisions of the Act and LODR the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.
The NRC has carried out annual evaluation of the Directors individually. The Independent Directors at their separate meeting has also carried out annual performance evaluation of the non-independent Directors (including Chairperson of the Company) and Board as a whole.
The performance evaluation has been carried out as per the criteria laid down by NRC.
During the year, 4(Four) Board Meetings were convened and held, the details of which, including attendance of directors, are given in the Corporate Governance Report.
15) Declaration given by Independent Directors
The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Act and LODR.
16) Whistle Blower Policy (''Vigil Mechanism'')
The Board has established a Vigil Mechanism, as required under the LODR, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company''s code of conduct or ethics policy.
This mechanism also provides for adequate safeguard against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee.
The said Policy is available on the website of the Company www.raishreesugars.com/policies/
17) Particulars of Loans, Guarantees or Investments under Section 186
The Company has not given/ made any loan, guarantee or investment in terms of Section 186 of the Act, during the year under review.
18) Anti-Sexual Harassment Policy
The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".
During the calendar year ended 31st December 2022, no complaint was received under the act. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the said act.
19) Related Party Transactions
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material contracts / arrangements / transactions with related parties during the year.
20) Material Changes & Commitments between end of financial year and this Report
There were no material changes that took place between the end of the financial year and this report.
The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 3).
The Board has, on the recommendation of NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and to fix/ revise their remuneration.
The salient features of the policy are furnished hereunder:
The Nomination & Remuneration Policy (NR Policy) was framed in terms of the provisions of the Act and LODR for appointment and remuneration of Directors, KMP and Senior Management. The objective and purpose of this policy are to ensure that (1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully (2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks and (3) remuneration to directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
The policy empowers and regulates the NRC by providing detailed roles. The policy also provides detailed regulation for appointment and remuneration of Wholetime / Managing Director, KMP, and Senior Management Personnel.
The said policy is available in the Company''s website www.raishreesugars.com/policies/
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
24) Internal control systems and their adequacy
The Company has internal control systems which is commensurate with its size, nature and volume of operations.
25) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock Option Plan 2012
A detailed report as required under SEBI(Share based Employee Benefits & Sweat Equity) Regulations, 2021 on the "RSCL Employees Stock Option Plan 2012" forms part of this report, as Annexure 4.
The Board has appointed Mr.G.Soundarrajan (Membership No.13993; Peer Review Certificate No.; 2101/2022; CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Act. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks, except stated in this report below.
In terms of Section 92(3) of the Act, read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 filed for the financial year ended 31st March 2022 has been placed on the website of the Company under link https://www.rajshreesugars.com/annual-return-mgt-7.
28) Transfer of Amounts to Investor Education and Protection Fund (IEPF)
No dividend is pending to be transferred to IEPF pursuant to the provisions of Section 124(5) of the Act, except unpaid dividend of '' 39,729/- for the financial year 2009-10, which are kept pending transfer due to prohibition as per court orders.
Pursuant to the provisions of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th August 2017 on the website of the Company (www.raishreesugars.com). and also on the website of Ministry of Corporate Affairs.
The company has also transferred the equity shares of the shareholders who have not claimed dividend for the 7 years continuously, to the credit of IEPF in Form IEPF-4 on 6th December 2017. The shareholder may claim the said shares and dividend by following the procedures laid down in the website of IEPF Authority, viz. https://www.iepf.gov.in/IEPF/refund.html.
29) Directors'' Responsibility Statement
In terms of clause (c) of sub-section (3) of Section 134 of the Act, the Directors state that:
i) in the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures; if any;
ii) accounting policies as selected have been applied consistently and the judgments made and estimates 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 / loss of the Company for the year under review.
iii) proper and sufficient care has been taken 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.
iv) the annual accounts / financial statements have been prepared on a going concern basis.
v) internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and operating effectively.
vi) a proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
30) Explanation for the observation of the auditors
The Statutory Auditors and the Secretarial Auditor have made observations in their reports viz., Dr.P.Surulinarayanasami, Non-Executive Non-Independent Director of the Company is disqualified under Section 164(2)(a) of the Act from being appointed as a Director. In this regard, this is to inform that a Company Essram Holdings Private Limited (CIN:U67190TN2019PTC128787), in which Dr.Surulinarayanasami is recorded as Managing Director has not filed its Financial Statements or Annual Returns for three consecutive financial years from 2019-20 till 2021-22. This invites the provisions of Section 164(2)(a) and Section 167(1)(a) of the Act. Under the provisions of these Sections the office of Dr.Surulinarayanasami as Director in the Company became vacant with effect from 31st October 2022, the due date on which Essram Holdings has defaulted in filing the financial statement for the financial year ended 31st March 2022.
Directors, KMP and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Wholetime Director, as required under LODR forms part of Corporate Governance Report.
The code is available in the website of the company www.raishreesugars.com/Code-of-conduct-fair-disclosure
32) Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
The code is available in the website of the Company www.raishreesugars.com/Code-of-conduct-fair-disclosure
The Company has formulated a Risk Management Policy as required under LODR. The Company has also formulated a specific policy viz., ''Forex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Management''.
The Board perceives the risk of recurring lower sugar recovery as compared to minimum recovery for which the state is to pay the Fair remunerative price. Lower capacity utilization is also a concern.
The Tamil Nadu Industry has also the option of producing Ethanol. The Tamil Nadu Government has issued an Ethanol Blending Policy 2023 to attract investments in molasses/grain-based ethanol programme to make the state self-sufficient in meeting the estimated annual requirement of 130 crore litres. However, the State has the limited scope as still availability of molasses is limited.
The details about the risks being faced by the Company are furnished in the ''Management Discussion & Analysis Report'' (Annexure 6).
34) Significant & material orders passed by regulator or courts or tribunals impacting going concern status and companies operations in future
There have been no significant and material orders passed by any Regulator / Court / Tribunal impacting the going concern status and company''s operations in future.
35) Compliance with Secretarial Standards
The company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved as such by the Central Government, as per the provisions of the Act.
Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower her blessings for the continued prosperity of the Company.
Mar 31, 2018
The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the company and the audited financial statements for the year ended 31st March 2018.
Rs. in lakhs
1) Financial Highlights |
2017-18 |
2016-17 |
Total Income |
56,402.02 |
69,840.41 |
Profit before Finance Costs, Depreciation and exceptional items |
3,631.46 |
14,401.24 |
Less: Finance Costs |
6,008.78 |
7,200.69 |
Depreciation |
2,530.57 |
2,613.88 |
Exceptional items (From Sale of Investment in Subsidiary) |
(2,201.20) |
-- |
Profit / (Loss) from ordinary activities before Tax |
(2,706.69) |
4,586.67 |
Tax Expenses |
1,448.91 |
1,582.01 |
Profit / (Loss) after Tax |
(1,257.78) |
3,004.66 |
Other comprehensive income, net of income tax |
32.46 |
(16.13) |
Total comprehensive income for the period |
(1,225.32) |
2,988.53 |
Basic / Diluted earnings per share of Rs. 10/- each, before / after extraordinary items |
(4.47) |
10.76 |
2) Dividend
In view of the adverse financial results, your Directors have not recommended payment of dividend for the year 2017-18.
3) The Indian Accounting Standards (Ind As)
The Indian Accounting Standards prescribed under Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards)(Amendment) Rules, 2016 are applicable to your company with effect from 1.4.2017 with a transition date of 1.4.2016. Your company has accordingly prepared the financial statements for the financial year ended 31.3.2018 by following the Ind-AS. The financial results for the financial year 2016-2017 are adjusted/ reconciled in accordance with Ind-AS.
4) Financial Performance
Your Company earned an income of Rs. 56,402.02 lakhs in the year 2017-18 as against Rs. 69,840.41 lakhs during the previous year. The Company has incurred a net loss of Rs. 1,225.32 lakhs as against the net profit of Rs. 2,988.53 lakhs earned during the previous year.
5) Optional Performance
a) Sugar Division
The key operational data of our sugar division for the year 2017-18 are as follows:
Particulars |
2017-18 |
2016-17 |
Sugarcane crushed (Tons) Recovery % Sugar Produced (Tons) Sugar Sold (Tons) - Domestic |
7,56,525 8.84 66,859 1,16,362 |
17,91,793 9.16 1,64,118 1,40,409 |
The sugarcane crushing has dropped by 58% due to severe drought in the state of Tamilnadu during the last four years.
b) Cogeneration Division
During the year under review, the total power generated by all our Units was 1,052 lakh units as against 2,182 lakh units in the previous year. The company exported 638 lakh units during the year as against 1,417 lakh units in the previous year. Lower availability of cane has a cascading effect on the generation and export of power.
The Company has not received any carbon credits during the year.
c) Distillery Division
The distillery plant at Unit III has produced 192.03 lakh litres of Alcohol in 2017-18 as against 220.27 lakh litres of Alcohol in the previous year and sold 188.60 lakh litres of alcohol as against 216.98 lakh litres of alcohol in the previous year.
The Distillery plant at Unit I was not in operation since April 2014 due to non-availability of adequate molasses.
6) Default in the payment to the lenders
The Company is not in a position to make the payment of interest and principal (dues for March-April 2018) to the banks, due to poor financial performance.
The Companyâs financial position is stressed because of the lower availability of sugarcane in our mills caused due to severe drought in the state of Tamilnadu over the last 4 years. It may be noted that the sugar mills in Tamilnadu are working at around 25% of their installed capacity and the State is estimated to produce less than 6 lakh tons of sugar against its normal average of around 20 lakh tons per season.
The lower availability of sugarcane had a cascading effect on the cogeneration and industrial alcohol business of the Company, which has also resulted in the reduction of cash inflows.
The cash flows of the Company will become stable once the cane availability improves, which could happen during the new sugar season starting from November 2018 on the back of an expected normal monsoon.
The Company is also in discussion with the lenders for a resolution plan for restructuring its debt to align it with the projected cashflows.
7) Future Outlook
Sugarcane crushing for the year 2018-19 is likely to be marginally higher than for the year 2017-18 on account of better monsoon prospects.
8) Allotment
The Company has issued and allotted 980 equity shares of Rs. 10/- as per exercise of Employee Stock Options by the employees in accordance with Employee Stock Option Plan (ESOP)- 2012 of the Company.
9) Fixed Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
10) Auditors
Statutory Auditors : The shareholders, at the 30th Annual General Meeting held on 29th September 2016, have appointed M/s.S.Krishnamoorthy & Co., Chartered Accountants as Statutory Auditors for a term of five financial years from 2016-17 to 2020-21, who will hold office up to the conclusion of the 35th AGM to be held in the year 2021, subject to ratification of appointment by the shareholders at every AGM. However, as per the Companies (Amendment) Act, 2018 the requirement of ratification has been done away with, with effect from 7th May 2018. Hence, necessary resolution for modifying the resolution passed at the 30th AGM held on 29th September 2016, will be placed at the ensuing AGM for approval of the shareholders. M/s.S.Krishnamoorthy & Co., Chartered Accountants, the present auditors of the company, have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.
Cost Auditors: In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, the products manufactured by the company viz. Sugar, Industrial Alcohol and Cogeneration of Power are covered under the ambit of mandatory cost audits. As per the recommendation of the Audit Committee, the Board of Directors had appointed M/s.S.Mahadevan & Co., Cost Accountants, as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2018-19 and fixed their remuneration. The necessary resolutions will be placed before the ensuing Annual General Meeting for ratification of remuneration as per Section 148(3) of the Companies Act, 2013.
11) Conservation of energy, technology absorption, foreign exchange earnings and outgo
Annexed herewith as Annexure 1.
12) Corporate Governance
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
13) Details of Directors or Key Managerial Personnel Appointed / Resigned
Key Managerial Personnel appointed / resigned during the year is furnished below:
Name |
Designation |
Appointment / reappointment / Resignation |
Effective from |
Dr.P.Surulinarayanasami |
Non-Independent Non-Executive Director |
Retired by rotation and Reappointed |
From 28th August 2017, liable to retire by rotation |
Ms.Rajshree Pathy |
Chairperson |
Resigned as Managing Director and continues to be Chairperson and non-executive Director of the Board |
From 30th June 2017 |
Mr.Aditya Krishna Pathy |
Managing Director |
Appointed as an Additional Director from 29th May 2017 and Managing Director from 30th June 2017 |
From 30th June 2017, liable to retire by rotation |
Mr.Sheilendra Bhansali |
Independent Director |
Appointment |
From 10th July 2017 for five years upto 9th July 2022 |
Mr.Raja M.J.Abdeen |
Non-Independent Non-Executive Director |
To be retired at the ensuing Annual General Meeting and being eligible offers himself for reappointment. |
NA |
14) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The performance evaluation has been carried out as per the policy laid down by the Nomination and Remuneration Committee.
15) Number of Board meetings
During the year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.
16) Declaration given by Independent Directors
The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Companies Act 2013 & SEBI (LODR) Regulations, 2015.
17) Whistle Blower Policy (âVigil Mechanismâ)
The Board has established a Vigil Mechanism, as required under the SEBI (LODR) Regulations, 2015, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the companyâs code of conduct or ethics policy.
This mechanism also provides for adequate safeguard against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
The said Policy is available on the website of the Company www.rajshreesugars.com.
18) Particulars of Loans, Guarantees or Investments under Section 186
The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013 during the year under review.
19) Sexual Harassment
The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.
During the calendar year ended 31st December 2017, no complaint was received under the policy.
20) Related Party Transactions
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There were no material contracts / arrangements / transactions with related parties during the year.
21) Material Changes & Commitments between end of financial year and this Report
There have been no other material changes & commitments between end of financial year and this report.
22) Managerial Remuneration
The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 3).
23) Remuneration Policy
The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management to fix their remuneration. The salient features of the policy are furnished hereunder:
The Nomination & Remuneration Policy (NR Policy) of the Company was formed in terms of the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations for nomination and remuneration of Directors, Key Managerial Personnel and Senior Management. The objectives of the policy inter alia are (1) to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (2) to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons (3) create competitive advantage of the Company and (4) to harmonize the aspirations of human resources consistent with the goals of the Company.
The policy empowers and regulates the Nomination & Remuneration Committee by providing detailed roles, guideline and duties. The policy also provides detailed regulation for appointment and remuneration of Wholetime / Managing Director and KMP. As per the policy the remuneration / compensation / commission etc. to the Directors including Managing / Wholetime Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/commission etc., shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
The policy also provides for payment of remuneration by way of profit related commission to the Non-executive Directors of the Company, as per the provisions of the Companies Act, 2013.
The complete version of the policy is available at the Companyâs website www.rajshreesugars.com under Investor information / policies.
24) Industrial Relations
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
25) Internal control systems and their adequacy
The Company has internal control systems which is commensurate with its size, nature and volume of operations.
26) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock Option Plan 2012
The details of Stock Options granted during the financial year ended as on 31st March 2018 and other particulars under the âRSCL Employees Stock Option Plan 2012â form part of this report, as Annexure 4.
27) Secretarial Audit
The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks.
28) Extract of Annual Return
The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure 6.
29) Transfer of Amounts to Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the IEPF. No dividend is pending as on date for transfer to the IEPF except unpaid dividend of Rs. 39,729/- for the financial year 2009-10, which are kept pending transfer due to prohibition as per court orders.
Pursuant to the provisions of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28th August 2017 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), and also on the website of Ministry of Corporate Affairs.
The company has also transferred the equity shares of the shareholders who have not claimed dividend for the 7 years continuously, to the credit of IEPF in Form IEPF-4 on 18th December 2017. The shareholder may claim the said shares and dividend by following the procedures laid down in the website of IEPF Authority viz., http://www.iepf.gov.in/IEPFA/refund.html
30) Directorsâ Responsibility Statement
In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures; if any;
ii) 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 / loss, if any of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts / financial statements, on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
31) Code of Conduct
Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Managing Director, as required under SEBI (LODR) Regulations 2015 forms part of Corporate Governance Report.
The Code of Conduct is available on the Companyâs website www.rajshreesugars.com
32) Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
33) Risk Management Policy
The Company has formulated a Risk Management Policy as required under SEBI (LODR) Regulations 2015. The Company has also formulated a specific policy viz., âForex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Managementâ, which is also in effect.
At present the Board has not identified any element of risk which may threaten the existence of the company. However, the details about the risks being faced by the Company are furnished in the âManagement Discussion & Analysis Reportâ (Annexure 7).
34) Significant & material orders passed by regulator or courts or tribunals impacting going concern status and companies operations in future
There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.
35) Acknowledgement
Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.
For and behalf of the Board
R VARADARAJAN ADITYA KRISHNA PATHY
Place : Coimbatore Whole time Director Managing Director
Date : 14 May 2018 DIN 00001738 DIN 00062224
Mar 31, 2016
BOARD''S REPORT
The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the company and the audited financial statements for the year ended 31st March 2016
Rs. in lakhs
2015-16 |
2014-15 |
|
1) FINANCIAL HIGHLIGHTS |
||
Total Income |
57,428.49 |
58,356.91 |
Profit before Finance Costs, Depreciation |
4,238.04 |
1,807.36 |
and exceptional items |
||
Less: Finance Costs |
6,476.49 |
6,473.96 |
Depreciation |
2,598.49 |
2,968.48 |
Exceptional items |
(2,762.42) |
-- |
Profit / (Loss) before Tax |
(2,074.52) |
(7,635.08) |
Deferred Tax Liability / (Asset) provided |
(641.02) |
(2,359.24) |
Profit / (Loss) after Tax |
(1,433.49) |
(5,275.84) |
Basic / Diluted Earnings Per Share of Rs. 10/- each |
(5.98) |
(22.18) |
before / after extraordinary items |
||
Diluted Earnings Per Share of Rs. 10/- each |
(5.09) |
(22.18) |
before / after extraordinary items (after considering allotment |
||
of 31,95,000 equity shares) |
2) DIVIDEND
The Board of Directors has not recommended any dividend for the year ended 31st March 2016.
3) FINANCIAL PERFORMANCE
Your Company earned an income of Rs.57,428.49 lakhs in the year 2015-16 as against Rs.58,356.91 lakhs during the previous year. The Company has incurred a net loss of Rs.1,433.49 lakhs as against the net loss of Rs. 5,275.84 lakhs incurred during the previous year.
Tamil Nadu Electricity Regulatory Commission (TNERC) passed an order during the year re-fixing power tariff for the Surplus Power evacuated to TANGEDCO grid. The Company has accounted an additional revenue to the tune of Rs.20.22 Crores for the financial year 2015-16.
4) OPERATIONAL PERFORMANCE
a) Sugar Division
The sugarcane crushing in the financial year 2015-16 has increased substantially (12.43%) over the previous financial year on account of adequate sugarcane planting in the command area. The average recovery of sugar was 8.98% as against 9.14% in the previous year.
The Company produced 1.60 lakh tons of sugar as against 1.45 lakh tons in the previous year. The Company sold 1.69 lakh tons (including exports) as against 1.49 lakh tons in the previous year.
The key operational data of our sugar division for the year 2015-16 are as follows:
Sugar Division - at a glance |
2015-16 |
2014-15 |
Sugarcane crushed (Tons) |
1,781,191 |
1,584,231 |
Recovery % |
8.98 |
9.14 |
Sugar Produced (Tons) |
159,977 |
144,789 |
Sugar Sold (Tons) |
|
|
- Domestic (including Levy) |
151,166 |
138,959 |
- Exports |
18,040 |
10,000 |
b) Cogeneration Division
The operations of cogeneration division across all the Units were satisfactory. During the year under review, the total power generated by all our Units was 2,224 lakh units as against 1,918 lakh units in the previous year. The company exported 1,477 lakh units during the year as against 1,252 lakh units in the previous year.
The Company has not received any units of carbon credits during the year ended 31st March 2016, as against 73,568 units in the previous year.
c) Distillery Division
The distillery plant at Unit III has produced 200.15 lakh litres of Alcohol in 2015-16 as against 193.82 lakh litres of Alcohol in the previous year and sold 188.40 lakh litres of alcohol as against 193.68 lakh litres of alcohol in the previous year.
The Distillery plant at Unit I was not operational during the year under review due to non-availability of adequate molasses.
d) Operations of subsidiary Company, M/s Trident Sugars Limited
Your wholly owned subsidiary Company, Trident Sugars Limited, has crushed 3.40 lakh tons of sugarcane during the financial year 2015-16 as against 5.04 lakh tons in the previous year. The company produced 37,439 tons of sugar and sold 53,867 tons of sugar during the financial year as against 55,334 tons of production and 47,973 tons of sales in the previous year. The lower production was on account of severe drought in the region.
In terms of the CDR Scheme, sale of the wholly owned subsidiary of the Company, having sugar plant in Telangana, is being considered.
5) ACCOUNTS OF SUBSIDIARY
As per sub-section 3 of Section 129 of the Companies Act 2013, the consolidated financial statements are also being given in addition to the standalone financial statements of the Company. The financial statements of the subsidiary will however be made available to those members who request the same. A separate statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1 is furnished in the notes to consolidated financial statements.
6) FUTURE OUTLOOK
Sugarcane crushing for the year 2016-17 is likely to be marginally lower than the crushing for the year 2015-16 on account of lower cane planting.
Your company expects that sugar prices to increase in the next financial year on account of drop in the overall sugar production in the country. Increasing trend of sugar prices is expected to support the company''s financials and cash flow.
7) FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
8) AUDITORS
M/s.Srikishen & Co., Chartered Accountants, the present auditors of the company, retires at the ensuing Annual General Meeting and proposed for reappointment. They have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.
As the transition period under Companies Act, 2013, for rotation of the auditor expires on 31st March 2017, it is also proposed to appoint M/s.S.Krishnamoorthy & Co., Chartered Accountants as Statutory Auditors of the company to hold office from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting. They have furnished necessary certificate in terms of second and third proviso to Section 139(1) of the Companies Act, 2013 read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.
9) MISAPPROPRIATION AT FACTORY
There had been a fraud perpetrated in Unit III, Gingee by a few employees working as weighment clerks with the connivance of cane yard receptionist, Cane Assistant and the help of some cane farmers. Investigation revealed that bogus weighment of incoming cane was recorded and passed on as genuine transactions for processing of payment to a specific group of farmers. The money so defrauded was shared amongst all these perpetrators.
Initial enquiry by factory authorities revealed that the total amount so defrauded may be approximately Rs.78 lakhs. FIR has been registered against the perpetrators and the police department is investigating the case. At present, Rs.6,14,900/- has been recovered from the accused.
10) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Annexed herewith as Annexure 1.
11) CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
12) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED.
The following table shows the Directors or Key Managerial Personnel appointed / resigned during the year.
Name |
Designation |
Appointment / reappointment / Resignation |
Effective from |
Mr.Raja M.J.Abdeen |
Director |
Reappointment |
From 10th August 2015, liable to retire by rotation |
Mr.V.B.Gopal Krishnan |
Chief Financial Officer |
Appointment |
11th August 2015 |
Mr.A.Sathyamurthy |
Chief Financial Officer |
Resignation |
10th August 2015 |
13) BOARD EVALUATION
Pursuant to the provisions of the companies Act, 2013 and SEBI Listing Regulation the Board has carried out an annual performance evaluation of its own performance, the directions individually as well as the evaluation of the working of its committees the performance evaluation has been carried out as per the policy laid down by the Nomination and Remuneration committee.
14) NUMBER OF MEETINGS
During the year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.
15) DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the Companies Act 2013 & Listing Regulations.
16) WHISTLE BLOWER POLICY (''VIGIL MECHANISM'')
The Board has established a Vigil Mechanism, as required under the Listing Regulations, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company''s code of conduct or ethics policy.
This mechanism also provides for adequate safeguard against victimization of director(s) /employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
The said Policy is available in the website of the Company www.rajshreesugars.com
17) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies Act 2013 except investment in a wholly owned subsidiary Company viz., Trident Sugars Limited. Please refer Note Nos. J & O to financial statements.
18) SEXUAL HARASSMENT
The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.
During the financial year 2015-16, no complaint was received under the policy.
19) RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on arm''s length basis and in the ordinary course of the business. There were no material contracts / arrangements / transactions with related parties during the year.
20) MATERIAL CHANGES & COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND THIS REPORT
Preferential issue of equity shares: In terms of the CDR Scheme, the funds brought-in by the promoters as contribution has been fully converted into 43,75,000 equity shares of Rs.28/- each (including a premium of Rs.18/- each.)
There have been no other material changes & commitments between end of financial year and this report.
21) MANAGERIAL REMUNERATION
The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 3).
22) INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has internal control systems which is commensurate with its nature and volume of operations, which are being further strengthened.
24) RAJSHREE SUGARS & CHEMICALS LIMITED (RSCL) EMPLOYEES STOCK OPTION PLAN 2012
The details of Stock Options granted during the financial year ended as on 31st March 2016 and other particulars under the âRSCL Employees Stock Option Plan 2012â form part of this report, as Annexure 4.
25) SECRETARIAL AUDIT
The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or adverse remarks.
26) EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure 6.
27) NOMINATION & REMUNERATION POLICY
The Nomination & Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of the Directors and recommended to the Board a policy for appointment and remuneration for the Directors, Key Managerial Personnel and other employees.
The Nomination & Remuneration Policy is furnished as Annexure 7.
28) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 10th August 2015 (date of last Annual General Meeting) on the website of the Company (www.rajshreesugars.com), and also on the website of Ministry of Corporate Affairs.
29) DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been followed along with the proper explanation relating to material departures;
ii) 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 loss of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts / financial statements, on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
30) CODE OF CONDUCT
Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Managing Director, as required under SEBI Listing Regulations forms part of Corporate Governance Report.
The Code of Conduct is available on the Company''s website www.rajshreesugars.com
31) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
32) RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy as required under SEBI Listing Regulations. The Company has also formulated a specific policy viz., ''Forex and Interest Rate Risk Management Policy for Currency and Interest Rate Risk Management'', which is also in effect.
At present the Board has not identified any element of risk which may threaten the existence of the company. However the details about the risks being faced by the Company is furnished in the ''Management Discussion & Analysis Report'' (Annexure 8).
33) SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE
There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status and companies operations in future.
34) ACKNOWLEDGMENT
Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.
For and behalf of the Board
RAJSHREE PATHY
Place : Coimbatore Chairperson and Managing Director
Date : 28th May 2016 DIN 00001614
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report on
the business and operations of the company and the audited financial
statements for the year ended 31st March 2015.
Rs. in lakhs
2014-15 2013-14
FINANCIAL HIGHLIGHTS
Total Income 58,356.91 83,598.47
Profit before Finance Costs, Depreciation 1,807.36 7,013.68
and exceptional items
Less: Finance Costs 6,473.96 7,343.70
Depreciation 2,968.48 3,530.47
Exceptional items -- --
Extraordinary items -- --
Profit / (Loss) before Tax (7,635.08) (3,860.49)
Deferred Tax Liability / (Asset) provided (2,359.24) (1,192.89)
Profit / (Loss) after Tax (5,275.84) (2,667.60)
Basic / Diluted Earnings Per Share
of Rs. 10/- each before (22.18) (11.21)
extraordinary items
Basic / Diluted Earnings Per Share
of Rs. 10/- each after (22.18) (11.21)
extraordinary items
DIVIDEND
The Board of Directors has not recommended any dividend for the year
ended 31st March 2015.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs. 58,356.91 lakhs in the year 2014-15
as against Rs. 83,598.47 lakhs during the previous year. The Company has
incurred a net loss of Rs. 5,275.84 lakhs as against the net loss of Rs.
2,667.60 lakhs incurred during the previous year.
OPERATIONAL PERFORMANCE
Sugar Division
The inadequate rainfall in the command area of the factories and the
low sugar prices during the previous season led to reduction in
sugarcane crushing in 2014-15. The average recovery of sugar was 9.14%
as against 9% in the previous year.
The Company produced 1.45 lakh tons of sugar as against 2.22 lakh tons
in the previous year. The Company sold 1.49 lakh tons (including
exports) as against 2.24 lakh tons in the previous year.
The key operational data of our sugar division for the year 2014-15 are
as follows :
Sugar Division - at a glance 2014-15 2013-14
Sugarcane crushed (Tons) 1,584,231 2,466,747
Recovery % 9.14 9.00
Sugar Produced (Tons) 144,789 222,035
Sugar Sold (Tons)
- Domestic (including Levy) 138,959 224,095
- Exports 10,000 --
Cogeneration Division
The operations of cogeneration division across all the Units were
satisfactory. During the year under review, the total power generated
by all our Units was 1,918 lakh units as against 2,672 lakh units in
the previous year on the back of lower cane crushed. The company
exported 1,252 lakh units during the year as against 1,643 lakh units
in the previous year.
The Company has received 73,568 units of carbon credits during the year
ended 31st March 2015 which has been accounted during the year under
review.
Distillery Division
The distillery units located at Unit I and III have produced 193.82
lakh litres of Alcohol in 2014-15 as against 271.61 lakh litres of
Alcohol in the previous year and sold 193.68 lakh litres of alcohol as
against 268.56 lakh litres of alcohol in the previous year.
Operations of subsidiary company Trident Sugars Limited
Your wholly owned subsidiary Company, Trident Sugars Limited, has
crushed 5.04 lakh tons of sugarcane during the financial year 2014-15
as against 3.80 lakh tons in the previous year. The company produced
55,334 tons of sugar and sold 47,973 tons of sugar during the financial
year as against 41,243 tons of production and 30,551 tons of sales in
the previous year.
Accounts of Subsidiary
As per sub-section 3 of Section 129 of the Companies Act 2013, the
consolidated financial statements are also being given in addition to
the standalone financial statements of the Company. The financial
statements of the subsidiary will however be made available to those
members who request the same. A separate statement containing the
salient features of the financial statements of the subsidiary in the
prescribed Form AOC-1 is annexed with this report as Annexure 8.
FUTURE OUTLOOK
Sugarcane crushing for the year 2015-16 is likely to be marginally
higher than the crushing for the year 2014-15 on account of increase in
planting in our command area.
Falling trend of domestic sugar prices and the disconnect between
sugarcane and sugar price continue to pose a great challenge to your
company''s financials and cash flow.
Your company earnestly hopes that both Central and State Governments
would intervene with measures to remove surplus sugar from the system
and support sugar prices to help the industry recover economical
viability. Notwithstanding the above, your company is committed to
working towards better crop management and improving operational
efficiencies.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.
The earlier deposits (accepted as per the provisions of previous
Companies Act 1956) outstanding as on 31st March 2014, amounting to Rs.
142.66 lakhs together with interest has been repaid in full within the
stipulated period i.e. before 31st March 2015, as required under
Section 74 of the Companies Act, 2013
AUDITORS
M/s.Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished necessary certificate in terms
of second and third proviso to Section 139(1) of the Companies Act 2013
read with Rule (4) of Companies (Audit and Auditors) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Annexed herewith as Annexure 1 CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance (Annexure 2) as stipulated under the Listing Agreement forms
an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of
corporate governance is attached to the report on Corporate Governance.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED
DURING THE YEAR
The following table shows the Directors and Key Managerial Personnel
appointed / resigned during the year.
Name Designation Appointment-
reappointment
Ms.Rajshree Pathy Managing Director Reappointment
Mr.R.Varadarajan Wholetime Director Reappointment
Mr. G.R. Karthikeyan Independent Director Appointment
Mr. R.C.H. Reddy
Mr. G.S.V. SubbaRao
Dr. K. Mohan Naidu
Dr. P. Surulinarayanasami Director Reappointment
Mr. Raja M.J.Abdeen Director Seeking
reappointment
Name Effective from
Ms.RajshreePathy 3 years from 16.3.2015
Mr.R.Varadarajan 3 years from 5.6.2014
Mr. G.R. Karthikeyan From 8.9.2014 upto the expiry of
Mr. R.C.H. Reddy 3 years or the date of 31st Annual General
Mr. G.S.V. SubbaRao Meeting, whichever is earlier.
Dr. K. Mohan Naidu
Dr. P. Surulinarayanasami From 8.9.2014, liable to retire by rotation
Mr. Raja M.J.Abdeen At the ensuing AGM, liable
to retire by rotation
BOARD EVALUATION
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act,
2013, the statement containing the manner in which the formal annual
evaluation made by the Board of its own performance, the directors
individually and its various committees, is furnished hereunder:
a) Each Director has been furnished with a grade score sheet of other
Directors, in which the Director has to fill the grade score between 1
and 5, 1 being lowest and 5 being highest.
b) The average grade score has been arrived thereafter and expressed as
a percentage. Range of such percentage was then appropriately
summarized as "Below Average, Average, Good, Very Good and Excellent".
The Board and its Committees have been evaluated in the same manner.
NUMBER OF MEETINGS
During the year, five Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have furnished declarations as
required under Section 149(6) of the Companies Act 2013,on their
appointments as Independent Directors.
WHISTLE BLOWER POLICY (''VIGIL MECHANISM'')
As per Clause 49 (II) (F) of the Listing Agreement, the Board has
established a Vigil Mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud and
violation of the company''s code of conduct or ethics policy.
This mechanism also provides for adequate safeguards against
victimization of director(s) /employee(s) who avail of the mechanism
and also provide for direct access to the Chairman of the Audit
Committee in exceptional cases.
The copy of Whistle Blower Policy is uploaded in the website of the
Company www.rajshreesugars.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loan, given any guarantee or made any
investment as per Section 186 of the Companies Act 2013 except
investment in a wholly owned subsidiary Company, viz., Trident Sugars
Limited. Please refer Notes J & O to financial statements.
SEXUAL HARASSMENT
There has been no compliant received on Sexual Harassment, during the
year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of the business. There were no material
contracts/arrangements/transactions with related parties during the
year. Hence the requirement to furnish Form AOC-2 does not arise.
MATERIAL CHANGES & COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND THIS
REPORT.
There have been no material changes & commitments between end of
financial year and this report.
MANAGERIAL REMUNERATION AND EMPLOYEE PARTICULARS
The details of disclosures relating to Managerial Remuneration as
required pursuant to Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure
7).
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY
The Company has established adequate internal control systems which is
commensurate with its nature and volume of operations.
RAJSHREE SUGARS & CHEMICALS LIMITED (RSCL) EMPLOYEES STOCK OPTION PLAN
2012
The details of Stock Options granted during the financial year ended as
on 31st March, 2015 and other particulars under the "RSCL Employee
Stock Option Plan 2012" form part of this report, as Annexure 3.
SECRETARIAL AUDIT
The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP
No.4993), a Company Secretary in Practice to undertake the Secretarial
Audit of the Company as required under Section 204 of the Companies Act
2013. The Secretarial Audit report is annexed herewith as Annexure 4.
The report does not contain any qualification, reservation or adverse
remarks.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in the prescribed Form MGT 9 is
annexed herewith as Annexure 5.
NOMINATION & REMUNERATION POLICY
The Nomination & Remuneration Committee has formulated the criteria for
determining qualifications, positive attributes and independence of the
Directors and recommended to the Board a policy for appointment and
remuneration for the Directors, Key Managerial Personnel and other
employees.
The Nomination & Remuneration Policy is furnished as Annexure 6.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, relevant amounts which remained unpaid or unclaimed for a period
of 7 years have been transferred by the Company to the Investor
Education and Protection Fund. Pursuant to the provisions of Investor
Education and Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company as on 8th September 2014 (date of last Annual General
Meeting) on the website of the Company (www.rajshreesugars.com), as
also on the website of Ministry of Corporate Affairs.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts / financial statements,
the applicable accounting standards had been followed along with the
proper explanation relating to material departures;
ii) 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 loss of the
Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts / financial
statements, on a going concern basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system are adequate
and operating effectively.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all designated employees in
the course of day to day business operations of the company. The
Company believes in "Zero Tolerance" against bribery, corruption and
unethical dealings / behavior of any form and the Board has laid down
the directives to counter such acts. The Code has been posted on the
Company''s website www.rajshreesugars.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. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated persons of the Company, as per SEBI (Prohibition of
Insider Trading) Regulations, 2015.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy as required under
clause 49 (VI) of the Listing Agreement. The Company has also
formulated a specific policy viz., ''Forex and Interest Rate Risk
Management Policy for Currency and Interest Rate Risk Management'',
which is also in effect.
At present the Board has not identified any element of risk which may
threaten the existence of the company. However, the details about the
risks being faced by the Company is furnished in the ''Management
Discussion & Analysis Report'' (Annexure 9).
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR
TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANIES OPERATIONS IN
FUTURE
There have been no significant & material orders passed by regulator /
courts / tribunals impacting going concern status and companies
operations in future.
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and support provided by them
to the Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and on behalf of the Board
Place : Coimbatore RAJSHREE PATHY
Date : 27th May 2015 Chairperson and Managing Director
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the 28th Annual Report with
the audited financial statements for the year ended 31st March 2014.
Rs. in lakhs
2013-14 2012-13
FINANCIAL HIGHLIGHTS
Total Income 83,598.47 84,714.91
Profit before Finance Costs,
Depreciation and exceptional items 7,013.68 12,500.06
Less: Finance Costs 7,343.70 7,909.08
Depreciation 3,530.47 3,415.50
Exceptional items - 0.61
Extraordinary items - -
Profit / (Loss) before Tax (3,860.49) 1,174.88
Current Tax - 235.45
Less: MAT credit entitlement - 235.45
Deferred Tax Liability /
(Asset) provided (1,192.89) 146.35
Income tax of prior years - -
Profit / (Loss) after Tax (2,667.60) 1,028.52
Basic Earnings Per Share of Rs.10/-
each before extraordinary items (11.21) 4.32
Diluted Earnings Per Share of
Rs.10/- each before extraordinary items (11.21) 4.12
Basic Earnings Per Share of Rs.10/-
each after extraordinary items (11.21) 4.32
Diluted Earnings Per Share of Rs.10/-
each after extraordinary items (11.21) 4.12
DIVIDEND
The Board of Directors has not recommended any dividend for the year
ended 31st March 2014.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs. 83,598.47 lakhs in the year
2013-14 as against Rs. 84,714.91 lakhs during the previous year. The
Company has incurred a net loss of Rs. 2,667.60 lakhs as against the
net profit of Rs. 1,028.52 lakhs earned during the previous year.
OPERATIONAL PERFORMANCE
Sugar Division
The inadequate rainfall in the command area of the factories and the
low sugar prices during the previous season led to reduction in
sugarcane crushing in 2013-14. The average recovery of sugar was at 9%
as against 9.16% in the previous year.
The Company produced 2.22 lakh tons of sugar as against 2.60 lakh tons
in the previous year. The Company sold 2.24 lakh tons of sugar as
against 2.37 lakh tons (including exports) in the previous year.
The key operational data of our sugar division for the year 2013-14 are
as follows :
Sugar Division - at a glance 2013-14 2012-13
Sugarcane crushed (Tons) 2,466,747 2,837,376
Recovery % 9.00 9.16
Sugar Produced (Tons) 222,035 259,981
Sugar Produced from Raw Sugar (Tons) - 5,060
Total Sugar Produced (Tons) 222,035 265,041
Sugar Sold (Tons)
-Domestic (including Levy) 224,095 178,431
-Exports - 58,425
Cogeneration Division
The operations of cogeneration division across all the Units were
satisfactory. During the year under review, the total power generated
by all our Units was 2,672 lakh units as against 3,103 lakh units. The
company exported 1,643 lakh units as against 1,975 lakh units in the
previous year.
The Company has received 77,860 units of carbon credits during the year
which has been accounted during the year under review.
Distillery Division
The distillery units located at Unit I and III has produced 271.61 lakh
litres of Alcohol in 2012-13 as against 222.98 lakh litres of Alcohol
in the previous year and sold 268.56 lakh litres of alcohol against
209.31 lakh litres of alcohol in the previous year.
OPERATIONS OF SUBSIDIARY COMPANIES
Trident Sugars Limited
Your wholly owned subsidiary Company, Trident Sugars Limited, has
crushed 3.80 lakh tons of sugarcane during the financial year 2013-14
as against 4.25 lakh tons in the previous year. The company produced
41,243 tons of sugar and sold 30,551 tons of sugar during the financial
year as against 40,373 tons of production and 35,473 tons of sales in
the previous year.
Rajshree Power Private Limited
As a business strategy, M/s Rajshree Power Private Limited was
incorporated on 12th August 2010 as a subsidiary Company, as per the
approval of the Board at its meetings held on 17th May 2010 and 29th
July 2010 for carrying on power/energy related businesses. There were
procedural difficulties in implementing this business strategy and
commencing business and hence the Board considered dropping of the said
proposal and dissolution of the said subsidiary.
The Company, therefore, had its name struck off by the Registrar of
Companies Tamilnadu, Coimbatore.
Accounts of Subsidiaries
In line with the procedure given by the Ministry of Corporate Affairs,
the consolidated financial statements are also being given in addition
to the standalone financial statements of the Company. The financial
statements of the subsidiary will however be made available to those
members who request for the same.
FUTURE OUTLOOK
Sugarcane crushing for the year 2014-15 is expected to be lower than
the crushing for the year 2013-14 due to decrease in plantation of
sugarcane in our command area. Prolonged drought and absence of
alternate sources of water for irrigation in our command area have hit
sugarcane planting very badly. However the company is hopeful of
improving the sugarcane planting in our command area with our focussed
cane extension activities.
The domestic sugar prices have already started showing signs of
recovery in this financial year and it is expected that sugar prices
would remain firm reflecting the demand - supply situation over the
next twelve months.
DIRECTORS
Dr. P.Surulinarayanasami, Director retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
reappointment.
M/s G.R. Karthikeyan, R.C.H.Reddy, Dr. K. Mohan Naidu and G.S.V.Subba
Rao are being considered for appointment as Independent Directors.
M/s Aditya Krishna Pathy and B.Soundararajan, Directors, resigned
during the year under review.
The Board places on record the valuable services rendered and guidance
given by both M/s Aditya Krishna Pathy and
B.Soundararajan during their tenure as Directors of the company.
AUDITORS
M/s Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retires at the ensuing Annual General Meeting and is eligible
for reappointment. They have furnished necessary certificate in terms
of Section 139(1) of the Companies Act 2013 read with Rules made
thereunder.
COST AUDIT REPORTS FOR THE FINANCIAL YEAR ENDED 31.3.2013
Your company had filed the Cost Audit Reports with the Ministry of
Corporate Affairs for its Sugar, Industrial Alcohol and Co-generation
divisions for the financial year ended 31.3.2013 as detailed below:
Details of Year Due date Actual SRN No. Qualification
Cost Auditor of filing date
M/s. S.Mahadeven 2012 30.9.2013 27.9.2013 S 22598486 NIL
& Co -13
Cost Auditors
Old No.158,
New No.112
''Sri Abhirami''
Dr.Radhakrishnan
Road, Tatabad,
Coimbatore 641012.
Mrs. Meena Ramji
M.No.20783
CORPORATE DEBT RESTRUCTURING (CDR)
The Empowered Group of Corporate Debt Restructuring Cell on being
approached by the Company and on the strength of the recommendations of
the lenders led by the State Bank of India, have given approval for
Corporate Debt Restructuring Scheme. In accordance therewith, a Master
Restructuring Agreement was entered into with the CDR lenders on 27th
March 2014.
The key features of the CDR Scheme are given in detail under Notes to
Financial Statements forming part of this Annual Report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules 1975, as amended, are given
in Annexure forming part of this Report.
However, having regard to the provisions of Section 219(1) (b)(iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all members of the Company. Any member desirous of
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund. Pursuant to the provisions of Investor
Education and Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company as on 12th August 2013 (date of last Annual General
Meeting) on the website of the Company (www.rajshreesugars.com), as
also on the website of Ministry of Corporate Affairs.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that in the preparation of annual financial statements for the
financial year ended 31.3.2014;
I. the applicable accounting standards have been followed;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the losses of the
company for that period;
III. they 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 and
IV. the annual financial statements have been prepared on a going
concern basis.
CONSERVATION OF ENERGY
Particulars required to be furnished under sub section 1(e) of section
217 of the Companies Act, 1956 are also annexed to this report as
Annexure 1.
CORPORATE GOVERNANCE
The Management discussion and analysis and the compliance of
recommendations on corporate governance are annexed to this report as
Annexure 2.
RSCL EMPLOYEES STOCK OPTION PLAN 2012
2,58,857 options have become eligible for vesting consequent to
completion of one year from the date of grant of options.
Accordingly, the Compensation Committee of your company has vested
2,43,749 stock options to the employees as per the vesting terms. The
remaining 15,108 stock options became un-exercisable and hence moved to
the main pool.
Pursuant to the provisions of the Securities and Exchange Board of
India (Employees Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 as amended, the details of Stock Options as on
31st March, 2014 under the "RSCL Employees Stock Option Plan 2012" form
part of this report, as Annexure 3.
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and support provided by them
to the Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and behalf of the Board
Place : Coimbatore RAJSHREE PATHY
Date : 14th May 2014 Chairperson and Managing Director
Mar 31, 2013
The Directors have pleasure in presenting the 27th Annual Report with
the audited financial statements for the year ended 31st March 2013.
Rs.in lakhs
2012-13 2011-12
FINANCIAL HIGHLIGHTS
Total Income 84,714.91 71,711.88
Profit before Finance
Costs, Depreciation 12,500.06 10,022.69
and exceptional items
Less: Finance Costs 7,909.08 6,165.36
Depreciation 3,415.50 2,572.59
Exceptional items 0.61 1,477.65
Extraordinary items 25.00
Profit before Tax 1,174.88 (217.90)
Current Tax 235.45
Less: MAT credit entitlement 235.45
Deferred Tax Asset 146.35 (40.75)
Income tax of prior years
Profit after Tax 1,028.52 (177.15)
Basic Earnings Per Share of
Rs.10/- each before extraordinary
items 4.33 (0.64)
Basic Earnings Per Share of Rs.10/-
each after extraordinary items 4.32 (0.74)
Diluted Earnings Per Share of Rs.10/-
each after extraordinary items 4.12 (0.74)
(after considering allotment of
11,50,000 warrants)
DIVIDEND
The Board of Directors have not recommended any dividend for the year
ended 31st March 2013.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs. 84,714.91 lakhs in the year 2012-13
as against Rs. 71,711.88 lakhs during the previous year. The Company has
earned a net profit of Rs. 1,028.52 lakhs as against the net loss of
Rs.177.15 lakhs during the previous year.
OPERATIONAL PERFORMANCE
Sugar Division
The sugarcane crushing in 2012-13 has increased substantially (17%)
over the previous year on account of adequate sugarcane planting in the
command area of the factories and as a consequence to our sustained
efforts in the Research & Development and cane extension activities.
The average recovery of sugar was at 9.16% as against 9.40% in the
previous year.
The Company produced 2.60 lakh tons of sugar as against 2.28 lakh tons
in the previous year, registering a 14% increase. The Company sold
(including exports) 2.37 lakh tons as against 2.23 lakh tons in the
previous year.
The key operational data of our sugar division for the year 2012-13 are
as follows :
Sugar Division - at a glance 2012-13 2011-12
Sugarcane crushed (Tons) 2,837,376 2,434,644
Recovery % 9.16 9.40
Sugar Produced (Tons) 259,981 228,802
Sugar Produced from Raw Sugar (Tons) 5,060
Total Sugar Produced (Tons) 265,041 228,802
Sugar Sold (Tons)
-Domestic (including Levy) 178,431 178,508
-Exports 58,425 44,895
Cogeneration Division
The operations of cogeneration division across all the Units were
satisfactory. The total power generated by the cogeneration division
recorded a growth of 13%, largely owing to higher crushing and bagasse
availability, coupled with better capacity utilisation. During the year
under review, the total power generated by all our Units was 3,103 lakh
units as against 2,751 lakh units. The company exported 1,975 lakh
units as against 1,877 lakh units in the previous year.
The Company has received 44,442 units of carbon credits during the year
ended 31st March 2013 which has been accounted during the year under
review.
Distillery Division
The distillery units located at Unit I and III have produced 222.98
lakh litres of Alcohol in 2012-13 as against 92.76 lakh litres of
Alcohol in the previous year and the company has sold 209.31 lakh
litres of alcohol against 95.41 lakh litres of alcohol in the previous
year. The increase in production of alcohol is due to the successful
commissioning of the new distillery plant at Gingee (Unit III) on 27th
April 2012.
Operations of subsidiary companies
Trident Sugars Limited
Your wholly owned subsidiary Company, Trident Sugars Limited, has
crushed 4.25 lakh tons of sugarcane during the financial year 2012-13
as against 4.07 lakh tons in the previous year. The company produced
40,373 tons of sugar and sold 35,473 tons of sugar during the financial
year as against 42,897 tons of production and 47,168 tons of sales in
the previous year.
Rajshree Power Private Limited
There were no operations of the said subsidiary company during the year
under review.
Accounts of Subsidiaries
Pursuant to the resolution passed in accordance with the general
circular issued by the Ministry of Corporate Affairs, Government of
India, by the Board of Directors at its meeting held on 25th May 2013,
it was decided that the Balance Sheet, Statement of Profit and Loss and
other documents of the subsidiary companies are not being attached with
the Balance Sheet of the Company. However, the financial information of
the subsidiary companies are disclosed in the Annual Report in
compliance with the said circular.
The Company hereby undertakes to make available the Annual financial
statements of the subsidiary companies and the related detailed
information to any member of the Company and members of subsidiary
companies, seeking such information at any point of time. The
Consolidated Financial Statements presented by the Company include the
financial results of its subsidiary companies.
The annual financial statements of the subsidiary companies shall also
be kept for inspection of any shareholder at the Registered Office of
the holding company and of the subsidiary companies concerned. The
holding company shall furnish a hard copy of details of accounts of
subsidiaries to any shareholder on request.
FUTURE OUTLOOK
The acute drought conditions in the entire state of Tamilnadu are
likely to impact crop productivity and recovery of sugar in the current
season. The resulting reduction in sugar stocks should be offset by the
surplus stocks likely to be available at the end of this season. This
would keep the domestic prices relatively stable.
Your Company will see a period of consolidation in the coming year when
we stabilize and increase efficiencies in all its plants to extract
optimum returns on investments.
DIRECTORS
Mr.G.R.Karthikeyan and Dr.K.Mohan Naidu, Directors retire by rotation
at the ensuing Annual General Meeting and being eligible have offered
themselves for reappointment.
M/s Aditya Krishna Pathy and B.Soundararajan were co-opted as
Additional Directors on 5th November 2012 and they hold office upto the
ensuing Annual General Meeting. Notices have been received from a
shareholder together with the requisite deposit, proposing their
candidature for the office of Directorship which is being placed at the
ensuing Annual General Meeting.
AUDITORS
M/s Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished necessary certificate in terms
of Sec.224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules 1975, as amended, are given
in Annexure forming part of this Report.
However, having regard to the provisions of Section 219(1) (b)(iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all members of the Company. Any member interested in
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund. Pursuant to the provisions of Investor
Education and Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying
with the Company as on 8th August 2012 (date of last Annual General
Meeting) on the website of the Company (www.rajshreesugars.com), as
also on the website of Ministry of Corporate Affairs.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that in the preparation of annual financial statements for the
financial year ended 31.3.2013;
I. the applicable accounting standards have been followed;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profits of the
company for that period;
III. they 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 and
IV. the annual account/financial statements have been prepared on a
going concern basis.
CONSERVATION OF ENERGY
Particulars required to be furnished under sub section 1(e) of section
217 of the Companies Act, 1956 are also annexed to this report as
Annexure 1.
CORPORATE GOVERNANCE
The Management discussion and analysis and the compliance of
recommendations on corporate governance are annexed to this report as
Annexure 2.
RSCL EMPLOYEES STOCK OPTION PLAN 2012
During the year under review, your company allotted 10,35,437 options
convertible into equity shares at Rs. 55.40 each to its employees under
RSCL Employee Stock Option Plan with a vesting period of 4 years.
Pursuant to the provisions of the Securities and Exchange Board of
India (Employees Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 as amended, the details of Stock Options as on
31st March, 2013 under the "RSCL Employee Stock Option Plan 2012" form
part of this report, as Annexure 3.
The Company has received a certificate from the Auditors of the Company
that the Scheme has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be placed at the Annual General Meeting for
inspection by members.
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for the
continued financial assistance and support provided by them to the
Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and behalf of the Board
RAJSHREE PATHY
Place : Coimbatore
Date : 25th May 2013 Chairperson and Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 26h Annual Report with
the audited financial statements for the year ended 31st March 2012.
Rs in lakhs
2011-12 2010-11
FINANCIAL HIGHLIGHTS
Total Income 71,728.17 62,127.11
Profit before Interest, Depreciation
and exceptional items 10,022.70 5,904.72
Less: Interest 6,165.36 5,360.26
Depreciation 2,572.59 2,303.08
Exceptional items 1,477.65 --
Extraordinary items 25.00 2,500.00
Profit / (Loss) before Tax (217.90) (4,258.62)
Deferred tax asset (40.75) (585.94)
Income tax of prior years -- 19.07
Profit / (Loss) after Tax (177.15) (3,691.75)
Basic Earnings per Share of Rs 10/- each
before extraordinary items (0.64) (5.18)
Basic Earnings per Share of Rs 10/- each
after extraordinary items (0.74) (16.04)
DIVIDEND
Your Directors have not recommended any dividend for the financial year
ended 31.3.2012 due to the loss incurred on account of exceptional
items during the year 2011-12.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs 71,728.17 lakhs in the year 2011-12
as against Rs 62,127.11 lakhs during the previous year. The Company has
earned an operational profit of Rs 1,284.75 lakhs as against the
operational loss of Rs 1,758.62 lakhs during the previous year. During
the year under review the company incurred an expenditure of Rs 1,366.81
lakhs towards settlement of sales tax issues under Samadhan scheme
announced by the Tamil Nadu Sales Tax Department and Rs 113.47 lakhs
paid as compensation to the employees who opted for the voluntary
separation scheme which resulted in a net loss of Rs 177.15 lakhs.
During the previous year the company incurred a one time expenditure of
Rs 2,500 lakhs towards settlement of Derivative disputes with Axis Bank
Ltd.which resulted in a net loss of Rs 3,691.75 lakhs.
OPERATIONAL PERFORMANCE
Sugar Division
The sugarcane crushing in 2011-12 has increased substantially (41%)
over the previous year on account of adequate sugarcane planting in the
command area of the factories and as a consequence to our sustained
efforts in the Research & Development and cane extension activities.
The average recovery of sugar was at 9.40% as against 8.98% in the
previous year owing to quality of sugarcane crop and other favourable
factors.
The Company produced 2.28 lakh tons of sugar as against 1.69 lakh tons
in the previous year, registering a 35% increase. The Company sold
2.23 lakh tons (including exports) as against 1.82 lakh tons in the
previous year.
The key operational data of our sugar division for the year 2011-12 are
as follows :
Sugar Division - at a glance 2011-12 2010-11
Sugarcane crushed (Tons) 2,434,644 1,725,139
Recovery % 9.40 8.98
Sugar Produced (Tons) 228,802 154,970
Sugar Produced from Raw Sugar (Tons) -- 14,084
Total Sugar Produced (Tons) 228,802 169,054
Sugar Sold (Tons)
-Domestic (including Levy) 178,508 165,452
-Exports 44,895 17,212
Cogeneration Division
The operations of cogeneration division across all the Units were
satisfactory. The total power generated by the cogeneration division
recorded a growth of 22%, largely owing to higher crushing and bagasse
availability, coupled with better capacity utilisation. During the year
under review, the total power generated by all our Units was 2,751 lakh
units as against 2,258 lakh units. The company exported 1,877 lakh
units as against 1,597 lakh units in the previous year.
The Company has received 66,515 units of carbon credits during the year
ended 31st March 2012 which has been accounted during the year under
review.
Distillery Division
The distillery performance was satisfactory during the year. The
Company produced 92.76 lakh litres of Alcohol in 2011-12 as against
60.88 lakh litres of Alcohol in the previous year and sold 95.41 lakh
litres of alcohol against 58.68 lakh litres of alcohol in the previous
year.
Operations of subsidiary companies Trident Sugars Limited
Our wholly owned subsidiary Company, Trident Sugars Limited, has
crushed 4.07 lakh tons of sugarcane during the financial year 2011-12
as against 3.97 lakh tons in the previous year. The company produced
42,897 tons of sugar and sold 47,168 tons of sugar during the financial
year as against 41,385 tons of production and 44,879 tons of sales in
the previous year.
Rajshree Power Private Limited
There were no operations of the said subsidiary company during the year
under review.
Accounts of Subsidiaries
Pursuant to the resolution passed in accordance with the general
circular issued by the Ministry of Corporate Affairs, Government of
India, by the Board of Directors at its meeting held on 19th May 2012,
it was decided that the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary companies are not being attached with
the Balance Sheet of the Company. However, the financial information of
the subsidiary companies is disclosed in the Annual Report in
compliance with the said circular. The Company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in
obtaining the same. The Consolidated Financial Statements presented by
the Company include the financial results of its subsidiary companies.
Commencement of operation of new Distillery
As reported last year, your company has successfully commissioned its
new green-field distillery with an installed capacity of 80 KL per day
at Semmedu village, Gingee, Villupuram District in Tamilnadu and
commenced operations on 27th April 2012. Thus, your company has now
made Unit II (Mundiyampakkam) & Unit III (Semmedu) also integrated
complexes with the molasses produced from Unit II & Unit III sugar
divisions being the feedstock for conversion into alcohol in the new
Distillery.
FUTURE OUTLOOK
As per the forecast of Department of Agriculture as well as Indian
Sugar Mills Association, there is an increase in planting of sugarcane
and hence sugarcane crushing for the next season is expected to be
higher than the current season. The Union Government's recent decision
to allow sugar export without quantitative restrictions would
facilitate clearing up of inventory as well as stabilizing the domestic
sugar price at reasonable levels.
India has tremendous renewable energy potential and the demand for
biomass based green power sector is likely to grow exponentially. Thus,
with the increase in cane crushing & hence bagasse availability, our
cogeneration can optimize power generation and contribute to our
profitability.
Recently, Government of Tamilnadu has announced its participation in
the ethanol blending programme thereby allowing resumption of ethanol
production in sugar mills. Your company with its new addition to
production capacity sees a good potential in the ethanol production. By
maintaining a proper product mix of alcohol for sale to potable,
industrial & blending sector, your company would strive to derive the
optimum realization.
Overall, with the outlook remaining positive, your company is committed
to bettering the performance year after year and confident of improving
the profitability.
DIRECTORS
M/s G.S.V.Subba Rao and Raja MJ Abdeen, Directors retire by rotation at
the ensuing Annual General Meeting and are being eligible have offered
themselves for reappointment.
AUDITORS
M/s Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retires at the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished necessary certificate in terms
of Sec.224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
The particulars of the employees of the Company who were in receipt of
remuneration, which in the aggregate exceeded the limits fixed under
section 217(2A) of the Companies Act, 1956 is attached
herewith.(Annexure 1).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that in the preparation of annual financial statements for the
financial year ended 31.3.2012;
I. the applicable accounting standards have been followed;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the losses of the
company for that period;
III. they 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 and
IV. the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY
Particulars required to be furnished under sub section 1(e) of section
217 of the Companies Act, 1956 are also annexed to this report.
(Annexure 2)
CORPORATE GOVERNANCE
The Management Discussion and Analysis and the compliance of the
recommendations on Corporate Governance are annexed to this report.
(Annexure 3)
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and support provided by them
to the Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and behalf of the Board
Place : Coimbatore RAJSHREE PATHY
Date : 19th May 2012 Chairperson and Managing Director
Mar 31, 2011
The Directors have pleasure in presenting the 25th Annual Report with
the audited financial statements for the year ended 31st March 2011.
2010-11 2009-10
FINANCIAL HIGHLIGHTS Rs. Rs.
Total Income 6,414,697,369 5,521,644,992
Profit before Interest,
Depreciation and exceptional
items 590,722,540 1,393,295,061
Less: Interest 536,026,340 474,797,050
Depreciation 230,308,569 226,900,946
Exceptional items 250,000,000 35,400,629
Profit before Tax (425,612,369) 656,196,436
Direct taxes 250,000 113,588,000
Deferred taxes (58,594,000) 109,653,000
Income tax of prior years 1,907,085 1,261,756
Profit after Tax (369,175,454) 431,693,680
i) Transfer to General Reserve - 50,000,000
ii) Proposed Dividend - 68,075,100
iii) Provision for dividend tax - 11,569,363
Basic Earnings per Share of Rs.10/-
each before extraordinary items (5.18) 19.02
Basic Earnings per Share of Rs.10/-
each after extraordinary items (16.04) 19.02
Diluted Earnings per Share of Rs.10/-
each after extraordinary items
(after considering allotment of 1,100,000
warrants) for the previous
year - 18.14
DIVIDEND
Since the Company has incurred loss during the year 2010-11, the Board
of Directors has not recommended dividend for the year ended 31.3.2011.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs.641.47 crores in the year 2010-11 as
against Rs.552.16 crores during the previous year. The Company incurred
a net loss of Rs.36.92 crores as against the net profit of Rs.43.17
crores during the previous year.
The above net loss includes one time expenditure of Rs.25 crores towards
out of court settlement of the Derivative disputes with Axis Bank Ltd.
With reference to the operations, lesser sugar price realizations
coupled with increased raw materials cost added to the loss in
operations during the year under review.
OPERATIONAL PERFORMANCE
Sugar Division
The sugarcane crushing in 2010-11 has increased substantially over the
previous year on account of adequate sugarcane planting in the command
area of the factories. The sugarcane crushed during the year 2010-11
was as follows:
Sugarcane crushed (MT)
200-11 2009-10
Unit I 230,453 234,187
Unit II 912,733 717,988
Unit III 581,953 475,757
Total 1,725,139 1,427,932
Your company has produced 168,743 MT of sugar (including 14,084 MT of
sugar processed from raw sugar) as against 174,472 MT of sugar
(including 44,429 MT of sugar processed from raw sugar) in the previous
year. The company has sold 165,452 MT of Sugar as against 166,476 MT
during the previous year. The company has exported 17,212 MT of sugar
during the year under review to benefit from the higher price
prevailing in the International market.
Distillery Division
The Company produced 6,087,978 litres of Alcohol in 2010-11 as against
10,326,903 litres of Alcohol in the previous year on account of lesser
cane crushed in the Unit 1. The company sold 61,179 tons of molasses in
the year 2010-11 as against 25,271 tons of molasses sold during
2009-10. In view of higher conversion cost of operations of Distillery
unit with externally sourced biomas fuel (due to lesser availability of
cane), your company sold molasses to take advantage of the higher
margin.
Cogeneration of Power
The Cogeneration plants in Unit I, II and III generated 226.33 million
units of electricity in 2010-11, as against 190.95 million units of
power generated during the previous year. After captive consumption,
158.03 million units of power were exported to TNEB as against 127.98
million units exported in the previous year. The company has received
110,696 units of carbon credits during the year ended 31st March 2011
which has been accounted during the year under review.
Operations of subsidiary company
There has been substantial improvement in the performance of the wholly
owned subsidiary Company, Trident Sugars Limited, which crushed 396,506
MT of sugarcane during the financial year 2010-11 as against 310,632 MT
in the previous year. The company produced 41,100 MT of sugar and sold
44,879 MT of Sugar during the financial year as against 30,702 MT of
production and 21,600 MT of sales in the previous year. The annual
accounts of the subsidiary company is enclosed alongwith the accounts
of the Company.
Allotment of equity shares
Pursuant to the special resolution passed by the shareholders at the
Extraordinary General Meeting held on 28th May 2009, your Company has
allotted 1,100,000 Equity Shares at Rs.10/- each at a price of Rs.62/-
each including a premium of Rs.52/- per share to Ms.Rajshree Pathy,
Chairperson and Managing Director on 9th December 2010 on receipt of
the entire payment, on exercise of the rights attached to the share
warrants. The said 1,100,000 equity shares are subject to lock-in for 3
years upto 9th December 2013.
After this allotment, the paid-up capital has increased to
Rs.237,917,000/-. The share premium account has also gone up by
Rs.57,200,000/-.
FUTURE OUTLOOK
Sugarcane crushing for 2010-11 season is expected to be better than the
crushing season of 2009-10 on account of increase in cane planting and
better monsoon. The Unit II at Mundiampakkam has recorded the highest
cane planting in Tamilnadu, thereby ensuring better cane availability
for the subsequent year as well.
With this improvement in cane crushing, the value addition from the
Cogeneration and Distillery is expected to be better during the current
year.
Your company has commenced construction activities for a green-field
distillery with an installed capacity of 80 KL per day as part of its
3500 TCD integrated sugar complex at Semmedu village, Gingee,
Villupuram District in Tamil Nadu. The molasses produced from Unit II &
Unit III will be the feedstock for conversion into alcohol in the new
Distillery. We expect to commission the plant by the end of this
financial year.
DIRECTORS
Dr.P.Surulinarayanasami and Mr.R.C.H.Reddy, Directors retire by
rotation at the ensuing Annual General Meeting and being eligible have
offered themselves for reappointment.
Mr.R.Varadarajan has been reappointed as Wholetime Director for a
further period of 3 years from 5th June 2011 by the Board of Directors
in its meeting held on 18th May 2011 subject to approval of the
shareholders at the ensuing Annual General Meeting of the company.
The Board in its meeting held on 18th May 2011 also approved the
re-appointment of Ms.Rajshree Pathy, Chairperson and Managing Director
for a further term of 3 years from 16th March 2012 subject to approval
of the shareholders at the ensuing Annual General Meeting of the
company and the Central Government.
AUDITORS
M/s Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished necessary certificate in terms
of Section 224(1B) of the Companies Act, 1956.
COMPANY SECRETARY
Mr.R.Anand, General Manager (Finance) & Company Secretary resigned from
the services of the company on 31st January 2011. The company has
appointed Mr.R.S.Gowdhaman as Company Secretary and he has joined your
company on 13th May 2011.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
The particulars of the employees of the Company who were in receipt of
remuneration, which in the aggregate exceeded the limits fixed under
section 217(2A) of the Companies Act, 1956 is attached herewith.
(Annexure 1).
DERIVATIVE TRANSACTION
The company entered into an out-of-court settlement of Rs.25 crores on
account of dispute pertaining to the Derivative transactions with Axis
Bank Ltd. Consequent on such settlement, both the parties have
withdrawn all actions initiated by each of them and necessary final
orders have been obtained from the Madras High Court.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000,
your Directors confirms that in the preparation of annual accounts for
the financial year ended 31.03.2011 :
I. the applicable accounting standards have been followed;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the losses of the
company for that period;
III. they 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 and
IV. the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY
Particulars required to be furnished under sub section 1(e) of section
217 of the Companies Act, 1956 are also annexed to this report.
(Annexure 2)
CORPORATE GOVERNANCE
The Management discussion and analysis and the compliance of
recommendations on corporate governance are annexed to this report.
(Annexure 3)
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and support provided to the
Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and behalf of the Board
Place :Coimbatore RAJSHREE PATHY
Date : 18th May 2011 Chairperson and Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 24th Annual Report with
the audited financial statements for the year ended 31st March 2010.
FINANCIAL HIGHLIGHTS 2009-10 2008-09
Rs. Rs.
Total Income 5,521,644,992 3,727,289,172
Profit before Interest, Depreciation
and exceptional items 1,393,295,061 761,267,631
Less: Interest 474,797,050 260,006,375
Depreciation 226,900,946 135,609,790
Exceptional items 35,400,629 24,053,530
Profit before Tax 656,196,436 341,597,936
Direct taxes 113,588,000 41,750,000
Deferred taxes 109,653,000 77,050,000
Income tax of prior years 1,261,756 28,897
Profit after Tax 431,693,680 222,769,039
i) Transfer to General Reserve 50,000,000 20,000,000
ii) Proposed Dividend 68,075,100 22,691,700
iii) Provision for dividend tax 11,569,363 3,856,454
Basic Earnings per
Share of Rs.10/- each
before extraordinary items 19.02 9.82
Diluted Earnings per Share of
Rs.10/- each
after considering allotment of 1,100,000
warrants 18.14 9.82
DIVIDEND
The Directors are pleased to recommend a dividend of Rs.3/- per share.
FINANCIAL PERFORMANCE
Your Company earned an income of Rs.552.16 crores in the year 2009-10
as against Rs.372.73 crores during the previous year. The Company
earned an after tax profit of Rs.43.17 crores as against the profit of
Rs.22.28 crores during the previous year. Higher profitability is on
account of better price realization for sugar and alcohol during the
year under review.
OPERATIONAL PERFORMANCE
Sugar Division
The inadequate rainfall in the command area of the factories and the
low sugar prices during the previous season led to reduction in
sugarcane crushing in 2009-10. The sugarcane crushed during the year
2009-10 was as follows:
Sugarcane crushed (MT)
2009-10 2008-09
Unit I 234,187 329,249
Unit II 717,988 1,304,440
Unit III 475,757 107,302
Total 1,427,932 1,740,991
As a measure to bridge the gap in sugar production, your company has
processed 46,721 MT of raw sugar in all its Units and produced 44,429
MT of white sugar at an average recovery of 95.09%.
Distillery Division
The Company produced 10,326,903 litres of Alcohol in 2009-10 as against
11,193,124 litres of Alcohol in the previous year. The demand of
alcohol by the IMFS units in the State remained high and supported the
marketing efforts of the Company. The ethanol blending programme of the
Central Government has not been implemented in the State since the
State Government has not accorded permission for supply of ethanol to
the oil companies, as they yet perceive a shortfall of alcohol to the
potable sector.
Cogeneration of Power
The Cogeneration plants in Unit I, II and III generated 1,909.53 lakh
units of electricity in 2009-10, as against 1,788.54 lakh units of
power generated during the previous year. After captive consumption,
1,279.81 lakh units of power were exported to TNEB as against 1,139.37
lakh units exported in the previous year.
Operations of subsidiary company
The wholly owned subsidiary Company, Trident Sugars Limited crushed
310,632 MT of sugarcane during the financial year 2009-10 as against
355,169 MT of sugarcane crushed in the previous year. The annual
accounts of the subsidiary company is enclosed alongwith the accounts
of the Company.
FUTURE OUTLOOK
Sugarcane crushing for 2009-10 season is expected to be lower than the
crushing season of 2008-09 due to decrease in plantation of sugarcane
in the command area. The prevailing drought and the remunerative prices
offered for competitive crops like paddy and others has resulted in
lower cane planting in our command area.
As a measure to bridge the gap in sugar production, your company is
utilizing the opportunity of processing raw sugar in our . plants. To
achieve this objective, your company has so far imported about 58,000
tons of raw sugar for processing at our sugar plants in Tamilnadu.
Your company is proposing to set up a green field distillery with an
installed capacity of 80 KL per day as part of its 3500 TCD integrated
sugar complex at Semmedu village, Gingee Taluk, Villupuram District in
Tamil Nadu.
Your company is also proposing to set up a co-generation power plant
with an installed capacity of 22 MW as part of its 2500 TCD sugar
factory at Varadarajnagar, Theni District by replacing the existing 12
MW cogeneration plant which would enable your company to export more
power to the state grid.
Your company is establishing a full fledged Research & Development and
Agricultural Extension wing, in support of the operations wing. This
will facilitate the growers to get the full benefit of improved
agricultural practices and introduction of modern crop and irrigation
technology to improve field productivity.
The shortage of cane supplies coupled with increase in sugar prices has
resulted in the industry being compelled to increase cane prices
significantly. Your company has also increased cane prices and ensured
prompt and timely payment to farmers. This should lead to
significantly higher cane planting.
DIRECTORS
M/s Raja M.J.Abdeen and G.R.Karthikeyan, Directors retire by rotation
at the ensuing Annual General Meeting and being eligible have offered
themselves for reappointment.
Dr.K.Mohan Naidu was appointed as an Additional Director on 17th May
2010 and he holds office upto the ensuing Annual General Meeting.
Notice has been received from a shareholder proposing his candidature
for the office of Directorship which is being placed at the ensuing
Annual General Meeting.
AUDITORS
M/s Srikishen & Co, Chartered Accountants, the present auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for reappointment. They have furnished necessary certificate in terms
of Sec.224(1 B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
The particulars of the employees of the Company who were in receipt of
remuneration, which in the aggregate exceeded the limits fixed under
section 217(2A) of the Companies Act, 1956 is attached herewith.
(Annexure 1).
DERIVATIVE TRANSACTION
The company had filed a case in the Madras High Court against Axis Bank
to declare that the derivative contract it had entered into with it was
void as it violated RBI regulations. A single judge of the Madras High
Court had held that while the suit is maintainable, the injunction
granted restraining the bank from enforcing the contract was vacated.
The bank then made a claim of Rs. 402,791,929/- against the company on
15th October 2008 and filed a recovery petition with the Debt Recovery
Tribunal, Mumbai. In the meanwhile, on appeal by the company, a
Division Bench of the Madras High Court on 20th October 2008, stayed
the order of the single judge and passed status quo orders restraining
both parties from proceeding further.
The Bank then filed a petition in the Supreme Court seeking transfer of
the civil suit in the Madras High Court to the Debt Recovery Tribunal,
Mumbai to be heard along with the banks recovery petition. The Supreme
Court after having heard final arguments on this and various other
cases of similar nature has in its judgment on 29th July 2009 dismissed
the Banks petition seeking transfer of the case from the Madras High
Court to the Debt Recovery Tribunal, Mumbai.
Therefore the case now lies before the Division Bench of the Madras
High Court and the status quo order is still in force.
DIRECTORS1 RESPONSIBILITY STATEMENT
Your Directors state that in the preparation of the annual accounts;
I. the applicable standards have been followed;
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period;
III. they 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 and
IV. the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY
Particulars required to be furnished under sub section 1 (e) of section
217 of the Companies Act, 1956 are also annexed to this report.
(Annexure 2)
CORPORATE GOVERNANCE
The Management discussion and analysis and the compliance of
recommendations on corporate governance are annexed to this report.
(Annexure 3)
ACKNOWLEDGEMENT
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and support provided to the
Company. Your Directors also thank the cane growers, suppliers,
Government Institutions and others for the cooperation extended to the
Company. The Board also places on record its appreciation of the
dedicated services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity
of the Company.
For and on behalf of the Board
Place: Coimbatore RAJSHREE PATHY
Date: 17th May 2010 Chairperson and Managing Director
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