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Directors Report of Shree Renuka Sugars Ltd.

Mar 31, 2015

Dear Shareholders,

The Board of Directors is pleased to present the Nineteenth Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

(Rs,in Million)

Year ended Year ended Particulars March 31, 2015 March 31, 2014

Revenues 57,481 65,771

Profit before financial expenses and depreciation 1,802 1,947

Financial expenses 3,362 3,182

Depreciation 1,556 1,656

Profit before provision for tax and exceptional items (3,116) (2,891)

Exceptional Items (1,342) (3,317)

Provision for taxation:

- Current - 174

- Deferred Tax (1,507) (1,721)

Net Profit/Loss (2,951) (4,661) Profit brought forward from the previous year (1,551) 2,442

Profit available for appropriation (4,502) (2,219)

Transfer from General Reserves 3,166 -

Transfer from Debenture Redemption Reserves 150 611

Dividend tax - (57)

Transitional Impact of change in useful life of assets 74 -

Retained in the Profit & Loss Account (1,259) (1,551)

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs. 57,481 Million for the year ended March 31, 2015 as against Rs. 65,771 Million for the previous year. The EBITDA for the year under review stood at Rs. 1,802 Million as compared to Rs. 1,947 Million for the previous year, while the Net Loss stood at Rs. 2,951 Million as compared to Net Loss of Rs. 4,661 Million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

DIVIDEND:

As the Company has incurred loss during the year under review, your Directors have not recommended any dividend for the financial year ended March 31, 2015.

TRANSFER TO RESERVES:

Debenture Redemption Reserve is created to the extent of 25% of the Non Convertible Debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. During the year the Company has reversed Debenture Redemption Reserve created in the earlier years of Rs. 275 Million on redemption of Rs. 1,100 Million NCDs and created Rs. 125 Million of Debenture Redemption Reserve on outstanding amount of NCDs. The Company has also reversed Rs. 3,166 Million from General Reserve created in the earlier years.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public / shareholders in accordance with the Sections 73 and 74 of the Companies Act, 2013.

DEBENTURES:

The Company has not raised long term funds through issuance of Non Convertible Debentures (NCDs) during the period under review, while NCDs aggregating to Rs. 1,100 Million were redeemed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which form part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

A summary of the financial performance of each of the Subsidiary, Associate and Joint Venture companies in the prescribed Form AOC-1 is provided in the Financial Statements.

The Company's Policy for Determining Material Subsidiaries may be accessed on the Company's website at the link http:// www.renukasugars.com/en/corporate-governance.html.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company www.renukasugars.com. These documents will be made available to the Members for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m. up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any Member of the Company interested in obtaining the same.

SHARE CAPITAL:

Consequent to the Members' approval, the Board at its meeting held on May 27, 2014 allotted 257,491,592 equity shares to M/s. Wilmar Sugar Holdings Pte. Ltd., a wholly owned subsidiary of Wilmar International Ltd., a part of the Wilmar Group, on preferential basis at a price of Rs. 20.08 per share. Accordingly, the paid-up Share Capital of the Company has increased to Rs. 928,811,242.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Vijendra Singh, Director of the Company, retires by rotation and being eligible, ofers himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149, 152 & other applicable provisions of the Act & the Listing Agreement, the Board of Directors has re-appointed Mr. Robert Taylor and appointed Mr. Ashit Mallick as Independent Directors of the Company, to hold office for the tenure mentioned in the Notice of the Annual General Meeting of the Company, subject to approval of the Members. Pursuant to the terms of the Joint Venture (JV) Agreement with Wilmar Sugar Holdings Pte Ltd., (WSH) dated February 20, 2014, WSH nominated directorship of Mr. Jean-Luc Bohbot and Mr. Atul Chaturvedi on the Board of Directors of the Company. In view of the same, the Board of Directors has also appointed Mr. Jean-Luc Bohbot and Mr. Atul Chaturvedi, as Additional Directors of the Company to hold office upto the ensuing Annual General Meeting.

The Company has received requisite notices from members proposing the appointment of aforesaid Directors. The Company has also received the declarations from the Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreement (Clause 49). The Board recommends the appointment / re-appointment of the aforesaid Directors for members' approval.

Brief resume of the Directors seeking appointment / re-appointment, as stipulated under Clause 49 are given in the section on Corporate Governance, which forms part of this Annual Report.

Pursuant to the provisions of the Act and Clause 49, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.renukasugars.com/ en/corporate-governance.html.

The policy of the Company on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act and Clause 49 adopted by the Board is appended as Annexure 1 to the Directors' Report. We farm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Mr. Naveen Manghani has been appointed as the Company Secretary and Compliance Ofcer of the Company w.e.f. August 14, 2015, consequent to the resignation of Mr. D. V. Iyer, the erstwhile Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) the Directors 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 as at March 31, 2015 and of the profit/loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors (Registration No. 004982S) of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re- appointment. Certificate from the said Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 139 read with Section 141 of the Companies Act, 2013.

The Auditors' Report to the Members on the Accounts of the Company for the year ended March 31, 2015 does not contain any qualification.

COST AUDITORS:

The Board has appointed M/s. B. M. Sharma & Co., Cost Accountants as the Cost Auditors (Registration No. 00219) of the Company to conduct the Cost Audit for the financial year 2014-15, the Cost Audit Report for which will be submitted to the Central Government before the due date.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655), to conduct the Secretarial Audit for the financial year 2014-

15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith at Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies Act, 2013 and the rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto at Annexure 3.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement. The Report on Corporate Governance along with the Auditors' Certificate on its compliance, and details of memberships of various committees viz., Audit Committee, Nomination & Remuneration / Compensation Committee, CSR Committee etc. forms part of this Report and is annexed hereto.

MEETINGS OF THE BOARD:

During the year, five meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure 4 to this Report.

EMPLOYEE STOCK OPTION SCHEME:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. During the year, the Company has not granted any fresh stock options to the employees. Disclosure in terms of the SEBI Guidelines, is given in Annexure 5 to the Directors Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material related party transaction under the provisions of the Companies Act, 2013 or the Listing Agreement. All transactions with related parties were in the ordinary course of business and on an arm's length basis.

The Company's Policy on Related Party Transactions may be accessed on the Company's website at the link http:// www.renukasugars.com/en/corporate-governance.html. The details of related party transactions are set out in the notes to the fnancial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of Annual Report.

CSR Committee formulated and recommended to the Board, the CSR Policy of the Company and it has been approved by the Board of Directors of the Company. The CSR Policy of the Company may be accessed on the Company's website at the link http://www.renukasugars. com/en/corporate-governance.html. The report on the CSR activities is provided at Annexure 6 to the Directors' Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure 7 to this Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize and reduce exposure to risks wherever possible. The Company's risk management policies are based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

The Company's internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

WHISTLEBLOWER POLICY:

The Company has in place a Whistleblower Policy / Vigil Mechanism to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if any. The Whistleblower Policy can be accessed on the Company's website http://www.renukasugars.com/en/ corporate-governance.html.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted Internal Complaints Committees.

During the year, there were no complaints received by the Company under the Act.

HUMAN RESOURCES (HR):

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organizational goals.

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board,

Mumbai Vidya Murkumbi

August 24, 2015 Executive Chairperson


Mar 31, 2014

Dear Members,

The Board of Directors is pleased to present the Eighteenth Annual Report of your Company together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS: (Rs. in Million) Year ended Year ended Particulars March31,2014 March31,2013

Revenues 65,771 64,104

profit before financial expenses and 1,947 6,098 depreciation

Financial expenses 3,182 3,671

Depreciation 1,656 1,592

profit before provision for tax and (2,891) 835 Exceptional Items

Exceptional Items 3,317 77

Provision for taxation :

- Current 174 13

- Deferred Tax (1,721) 227

Net profit/Loss (4,661) 518

profit brought forward from the previous year 2,442 2,841

profit available for appropriation (2,219) 3,359

Transfer to General Reserves - 52

Transfer to Debenture Redemption Reserve (611) 473

Proposed Dividend on equity shares - 335

Dividend tax (57) 57

Retained in the profit & Loss Account (1,551) 2,442

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs. 65,771 Million for the year ended March 31, 2014 as against Rs. 64,104 Million for the previous year. The EBITDA for the year under review stood at Rs. 1,947 Million as compared to Rs. 6,098 Million for the previous year, while the Net Loss stood at Rs. (4,661) Million as compared to Net profit of Rs. 518 Million for the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

DIVIDEND:

As the Company has incurred loss during the year under review, your directors have not recommended any dividend for the financial year ended March 31, 2014.

TRANSFER TO RESERVES:

Debenture Redemption Reserve is created to the extent of 25% of the Non Convertible Debentures (privately placed) equally over the period till maturity of the debentures, as prescribed by the department of Companies Afairs (now Ministry of Corporate Afairs) vide its general circular 9/2002 dated 18th April, 2002. During the year the company has reversed Debenture Redemption Reserve created in the earlier years of Rs. 791.41 Million on redemption of Rs. 3,500 Million Non Convertible Debentures and created Rs. 180 Million of debenture redemption reserve on outstanding amount of Non Convertible Debentures.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public / shareholders in accordance with the Section 58A of the Companies Act, 1956 (corresponding Section 73 and 74 of the Companies Act, 2013).

DEBENTURES:

The Company has not raised long term funds through issuance of Non Convertible Debentures (NCDs) during the period under review, while NCDs aggregating to Rs. 3,500 Million were redeemed.

CREDIT RATING

India Ratings & Research Private Limited has revised the rating for the Company''s Long Term Debt and Non Convertible Debentures from ''IND A '' to ''IND A''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

Ministry of Corporate Afairs vide its General Circular No. 2/2011 dated 8th February, 2011, granted a general exemption to holding companies from complying with the provisions of Section 212 of the Companies Act 1956, subject to certain conditions being fulflled. Accordingly, the Company having fulflled the specifed conditions, has not attached the said documents of the subsidiary companies to the financial statements of the Company.

A summary of the financial performance of each of the Subsidiary Companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Members at any point of time for inspection at the registered ofce of the Company and its respective subsidiaries. The Company will make available the documents of the subsidiaries upon request by any Member of the Company/ Subsidiaries of the Company interested in obtaining the same.

During the year under review, the company divested its stake in Nandur Sugars Limited (NSL) (formerly known as SRSL Ethanol Ltd.), for a consideration of Rs 1.5 million and consequent to this divestment, NSL ceased to be a subsidiary of the Company.

The Company has dropped the proposal relating to amalgamation of its wholly owned subsidiary, Renuka Commodities DMCC, into the Company to focus on growing the Company''s business efciently and profitably and keep the trading subsidiary as a separate profit centre.

PREFERENTIAL ALLOTMENT OF SHARES:

Consequent to the members approval, the Board at its meeting held on May 27, 2014 allotted 257,491,592 equity shares to M/s. Wilmar Sugar Holdings Pte. Ltd., (WSH) a wholly owned subsidiary of Wilmar

International Ltd., (WIL), part of the Wilmar Group, on preferential basis @ Rs. 20.08 per share. Pursuant to SEBI (ICDR) Regulations, 185,762,248 equity shares are locked-in for a period of 3 years i.e. upto June 17, 2017 and the balance 71,729,344 equity shares are locked-in for a period of 1 year i.e. upto June 17, 2015, from the date of receipt of trading approval from BSE and NSE.

The investment resulted in the trigger of the Takeover Regulations and accordingly, Wilmar & the existing promoters (Murkumbi Family) made an open ofer to the existing shareholders of the Company. Post completion of the Open Ofer, Wilmar & Murkumbi Family holds 27.72% each of the Company''s paid up capital who are in joint control of the Company. Consequent to the above allotment, the paid up capital of the Company has increased from Rs. 671 million to Rs. 929 Million.

Wilmar Group, one of Asia''s leading agribusiness groups, headquartered in Singapore, its business activities include palm oil cultivation, oilseeds crushing, edible oils refning, sugar milling and refning, specialty fats, oleochemicals, biodiesel and fertilizer manufacturing and grains processing.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Companies Act, 2013, your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of Annual Report.

DIRECTORS:

In accordance with the provisions of the Section 152 of the Companies Act, 2013, Mrs. Vidya Murkumbi, Director of the Company, retire by rotation and being eligible, ofers herself for re-appointment at the ensuing Annual General Meeting.

The Board at its meeting re-appointed Mrs. Vidya Murkumbi and Mr. Vijendra Singh as Whole-time Directors of the Company for a period of 3 years commencing from April 01, 2014 and May 10, 2014, respectively, subject to members approval.

Purusuant to the provisions of Section 149, 152 & other applicable provisions of the Companies Act, 2013 & the revised listing agreement, it is proposed to appoint Mr. Sanjay Asher, Mr. S. K. Tuteja, Mr. Hrishikesh Parandekar and Mr. Robert Taylor as non- retiring Independent Directors of the Company, to hold ofce as per their tenure of appointment mentioned in the Notice of the Annual General Meeting of the Company. The Company has received requisite notices from members proposing their appointment as Independent Directors of the Company and declarations from all Independent Directors confirming that they satisfy the criteria of independence as prescribed under Section 149(6) of the Companies Act, 1956.

The Board recommends the appointment of the aforesaid Directors for members approval.

Mr. Nandan Yalgi and Mr. S. M. Kaluti ceased to be Directors of the Company consequent to their resignation efective February 20, 2014. The Board records its sincere appreciation for the valuable contribution made by them during their tenure with the Company.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 ("the Act") and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of afairs of the Company as on March 31, 2014 and the profit/Loss of the Company for the year ended on that date;

c) proper and sufcient care have 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; and

d) the annual accounts have been prepared on a "going concern" basis.

AUDITORS AND AUDITORS'' REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors (Registration No. 004982S) of the Company hold ofce until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certifcate from the said Auditors has been obtained to the efect that their re-appointment, if made, would be within the limits specifed under Section 224 (1B) of the Companies Act, 1956 (corresponding Section 139 read with Section 141 of the Companies Act, 2013).

The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2014 does not contain any qualifcation.

COST AUDITORS :

The Board has appointed M/s. B. M. Sharma & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the financial year 2013-14, the Cost Audit Report for which will be submitted to the Central Government before the due date i.e. September 30, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and are annexed hereto.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors'' Certifcate on its compliance, forms part of this Report and are annexed hereto.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/CFO certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an 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 Ofce of the Company.

EMPLOYEE STOCK OPTION PLAN:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

HUMAN RESOURCES (HR):

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, and cane growers and fnally to all its members for the trust and confdence reposed on the Company. The Board further wishes to record their sincere appreciation for the signifcant contributions made by employees at all levels for their competence, dedication and contribution towards the growth of the Company.

For and on behalf of the Board,

Mumbai Vidya Murkumbi August 13, 2014 Executive Chairperson


Mar 31, 2013

Dear Members,

The Board of Directors is pleased to present the Seventeenth Annual Report of your Company together with the audited financial statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Million)

Year ended 31st March 2013 18 Months period ended 31st March, 2012

Revenues 64,104 63,632

Profit before financial expenses and depreciation 6,098 7,398

Financial expenses 3,671 3,699

Depreciation 1,592 1,455

Profit before provision for tax and Exceptional Items 835 2,244

Exceptional Items 77 894

Provision for taxation:

-Current 13 89

- Deferred Tax 227 420

Net Profit 518 841

Profit brought forward from the previous year 2,841 3,288

Profit available for appropriation 3,359 4,129

Transfer to General Reserves 52 85

Transfer to Debenture

Redemption Reserve 473 423

Interim Dividend on equity shares 671

Proposed Dividend on equity shares 335

Dividend tax 57 109 Retained in the Profit & Loss Account 2,442 2,841

OPERATING HIGHLIGHTS:

The Company achieved a turnover of Rs.64,104 Million for the year (12 months) ended 31st March, 2013 as against Rs.63,632 Million for the previous year (18 months). The EBITDA for the year under review stood at Rs.6,098 Million as compared to Rs.7,398 Million for the previous year, while the Net profit stood at Rs.518 Million as compared to Rs.841 Million for the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

The figures under review for the year ended 31st March, 2013 is for a period of 12 months and that the figures for the previous year ended 31st March, 2012 is for 18 months period and hence not comparable.

DIVIDEND:

Your Directors are pleased to recommend foryour consideration, a dividend of 50 paise (50%) per equity share on the Face Value of Rs.1/- each for the financial year 2012-13. The Dividend, if approved, will be paid to the eligible members well within the stipulated period.

TRANSFERTO RESERVES:

The Company has transferred Rs.52 Million to the General Reserves and an amount of Rs.473 Million to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs.2,442 Million is proposed to be retained in the Profit &Loss Account.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of provisions of Sections 58A and 58AA of the Companies Act, 1956.

DEBENTURES:

The Company has raised long term funds through issue of Non- Convertible Debentures (NCDs) aggregating to Rs.1,000 Million, while NCDs aggregating to Rs.2,045 Million were redeemed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

During the year under review, Shree Renuka Tunaport Pvt. Ltd. was incorporated as a wholly owned subsidiary of the Company for the purpose of carrying on the business of infrastructure development in the form of constructing and building ports, jetties, wharfs, docks, harbours, etc.

Renuka Commodities DMCC, wholly owned subsidiary of the Company incorporated in Dubai, is proposed to be amalgamated into the Company to achieve better synergies and increase net worth of the Company, which will facilitate effective and fast mobilization of financial resources for meeting increased capital expenditure.

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

As per the provisions of Section 212 of the Companies Act, 1956, the holding company has to attach the copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and of the Auditors and other documents of all its Subsidiary Companies to its Balance Sheet at the end of every financial year. Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 ("the Act"), the Ministry of Company Affairs vide its General Circular No. 2/2011 dated 8th February, 2011, granted a general exemption to holding companies from complying with the provisions of Section 212 of the Act, subject to certain conditions being fulfilled. Accordingly, the Company has not attached the said documents of the Subsidiary Companies in this Annual Report.

A statement containing brief financial details of each of the Subsidiary Companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Members at any point of time for inspection at the registered office of the Company and its respective subsidiaries. The Company will make available the documents of the subsidiaries upon request by any Member of the Company/ Subsidiaries of the Company interested in obtaining the same.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. S. K. Tuteja and Mr. Robert Taylor, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Mr. J. J. Bhagat, Director of the Company also retires by rotation alongwith the aforementioned Directors at the ensuing Annual General Meeting. He has expressed his unwillingness to be re-appointed as Director. The Members of the Board place on record their deep sense of appreciation for his valuable advice during his association with the Company.

During the year, Mr. Jonathan Kingsman, Director, resigned from the office of Director with effect from 31st October, 2012. The Members of the Board place on record its appreciation for the valuable guidance rendered by him during his tenure as Independent Director of the Company.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

AUDITORS AND AUDITORS''REPORT:

M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certificate from the said Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended 31st March, 2013 does not contain any qualification.

COST AUDITOR:

The Board has appointed M/s. R. J. Goel & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the financial year 2012-13, the Cost Audit Report for which will be submitted to the Central Government before the due date i.e. 30th September, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and are annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 ("the Act") and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and the Profit of the Company for the year ended on that date;

c) the proper and sufficient care have 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; and

d) the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors''Certificate on its compliance, forms part of this Report and are annexed hereto.

CEO/CFO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/ CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES:

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an 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.

HUMAN RESOURCES (HR):

The Company''s HR policies and procedures a re designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

EMPLOYEE STOCK OPTION PLAN:

Your Company has formulated and designed various Employees Stock Option Schemes for employees. The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and finally to all its members for their trust and confidence reposed on the Company.The Board further wishes to record their sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the growth of the Company. For and on behalf of the Board,

Place: Mumbai Vidya Murkumbi

Date: 29th May, 2013 Executive Chairperson


Mar 31, 2012

To The Members of Shree Renuka Sugars Limited

The Board of Directors is pleased to present the Sixteenth Annual Report of your Company together with the audited financial statements for the year (18 months period) ended March 31, 2012.

FINANCIAL RESULTS

(Rs in Million)

Particulars 18 Months Year Ended Ended 31-Mar-12 30-Sep-10

Revenues 63,632 55,979

Profit before financial 7,399 7,246 expenses and depreciation

Financial expenses 3,699 825

Depreciation and 1,455 815 amortization

Profit before provision for tax 2,244 5,606

Exceptional Items 894 -

Provision for taxation :

- Current 265 943

- Deferred Tax 244 560

- Wealth Tax 1 1

Net Profit before prior period 841 4,102 adjustments

Less: Prior period - 2 adjustments

Net Profit 841 4,100

Profit brought forward from 3,289 1,090 the previous year

Profit available for 4,130 5,191 appropriation

Transfer to General Reserves 85 1,000

Transfer to Debenture 423 120 Redemption Reserve

Dividend on equity shares 671 670

Dividend tax 109 111

Retained in the Profit & Loss 2,841 3,289 Account

OPERATING HIGHLIGHTS

The Company has changed its accounting year from October-September to April-March and accordingly the figures for the period under review is for a period of 18 months ended March 31, 2012 and hence not comparable with last year's figures.

The Company achieved turnover of Rs 63,632 million for the year (18 months period) ended March 31, 2012 as against Rs 55,979 million of the previous year (12 months). The EBITDA for the year under review stood at Rs 7,399 million compared to Rs 7,246 million of the previous year while the Net profit slipped to Rs 841 million from Rs 4,100 million of the previous year. Analysis of operating performance is covered under "Management Discussion and Analysis" which forms part of this Report.

DIVIDEND

The Board of Directors at its meeting held on September 29, 2011 declared interim dividend @ Rs 1/- per equity share (100%) of face value of Rs 1/- each, which was paid to all shareholders on October 12, 2011. The total dividend payout for the financial year ended March 31, 2012 (including dividend distribution tax) was Rs 780,217,507/-. Your Directors have taken a decision to treat the interim dividend as final dividend for the financial year 2010-12.

TRANSFER TO RESERVES

The Company has transferred Rs 85 million to the General Reserves and an amount of Rs 423.33 million to the Debenture Redemption Reserve out of the amount available for appropriation. An amount of Rs 2,841.27 million is proposed to be retained in the Profit & Loss Account.

FIXED DEPOSITS

The Company has not accepted any deposits from the public within the meaning of provisions of Section 58A and 58AA of the Companies Act, 1956 ("the Act").

EQUITY SHARE CAPITAL OF THE COMPANY

During the period under review the Company had issued and allotted 937,650 equity shares of Rs 1/- each at a price of Rs 29.55 per share (including premium of Rs 28.55 per share) on exercise of 937,650 options under the Employee Stock Option Scheme by its employees, in accordance with SEBI guidelines.

NON CONVERTIBLE DEBENTURES (NCDs)

The Company has issued and alloted 4,000 Redeemable Non-Convertible Debentures (NCDs) of Rs 1,000,000/- each aggregating to Rs 4,000 million and 1,500 Redeemable Non-Convertible Debentures (NCDs) of Rs 1,000,000/- each aggregating to Rs 1,500 million on a private placement basis on October 07, 2011 and April 03, 2012, respectively.

Further, the NCDs allotted on October 07, 2011 aggregating to Rs 4,000 million are listed on the Wholesale Debt Market segment of Bombay Stock Exchange Limited (BSE) and NCDs aggregating to Rs 1,500 million is in the process of being listed with the said Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The Management Discussion and Analysis Report on the business and operations of the Company is attached to this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India on Consolidated Financial Statements, attached are the Consolidated Financial Statements, which forms part of this Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries after elimination of minority interest, as a single entity.

As per the provisions of Section 212 of the Act, the holding Company has to attach the copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and of the Auditors and other documents of all its Subsidiary

Companies to its Balance Sheet at the end of every financial year. Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Company Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption to holding companies from complying with the provisions of Section 212 of the Act, subject to certain conditions being fulfilled. Accordingly, the Company has not attached the said documents of the Subsidiary companies in this Annual Report.

A statement containing brief financial details of each of the subsidiary companies is included in the Annual Report, in terms of the aforesaid circular. The Annual Accounts of the subsidiary companies and related detailed information will be made available to the members at any point of time for inspection at the registered office of the Company and its respective subsidiaries. The Company will make available the Annual Report of the subsidiaries upon request by any member of the Company/Subsidiaries of the Company interested in obtaining the same.

DIRECTORS

In accordance with the provisions of the Act and the Company's Articles of Association, Mr. Jonathan Kingsman, Mr. Hrishikesh Parandekar and Mr. Sanjay Asher, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors at its meeting held on May 10, 2011, appointed Mr. Vijendra Singh as an Additional Director of the Company to hold office as Director upto the date of ensuing Annual General Meeting in terms of Section 260 of the Act. A notice in writing has been received from a member of the Company under Section 257 of the Act, signifying his intention to propose Mr. Vijendra Singh as a candidate for the office of Director of the Company. In the said Meeting, the Board had, subject to the approval of shareholders in the ensuing General Meeting, appointed Mr. Vijendra Singh, as a Whole-time Director of the Company designated as "President (Sugar Mills)" for a period of three years with effect from May 10, 2011. On the recommendations of the Remuneration/Compensation Committee, the Board has fixed the remuneration of Mr. Vijendra Singh for a period of three years.

Further, the Board of Directors at its meeting held on May 29, 2012, re-appointed Mr. Narendra Murkumbi as Vice Chairman & Managing Director of the Company for further term of five years with effect from September 20, 2012, considering his performance, leadership, vision and the financial position of the Company. All the re-appointments and revision of remuneration is made on specific recommendations of the Remuneration/Compensation Committee and are subject to approval of shareholders in the ensuing Annual General Meeting.

Brief resume of the Directors seeking re-appointment, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are given in the section on Corporate Governance, which forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended by the Board of Directors for re-appointment. Certificate from the said Auditors' has been obtained to the effect that their re- appointment, if made, would be within the limits specified under Section 224 (1B) of the Act.

The Auditors' Report to the members on the Accounts of the Company for the period ended March 31, 2012 does not contain any qualification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are forming part of this Report and is annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Act and based on the representations received from the management, the Directors confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures from the same, if any;

b) the accounting policies selected have been applied consistently and judgment made and estimates given are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on March 31, 2012 and the Profit of the Company for the period ended on that date;

c) proper and sufficient care have 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;

d) the annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors' Certificate on its compliance, forms part of this Report and is annexed hereto.

CEO/CFO CERTIFICATION

As required under Clause 49 of the Listing Agreement, the CEO/CFO Certification is attached with the Annual Report.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules 1975, as amended, are given in an Annexure forming part of this Report.

However, having regard to the provisions of Section 219(1) (b)(iv) of the 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.

HUMAN RESOURCES

The Company's HR policies and procedures are designed to recruit and retain the best talent to support the growth momentum of your Company and to align the interest of employees with the long term organisational goals.

EMPLOYEE STOCK OPTION SCHEME

Your Company has formulated and designed various Employees Stock Option Schemes for employees. During the period under review, the Company has allotted 937,650 Equity Shares of Rs 1/- each on exercise of vested options by certain employees/Directors under the said ESOP Schemes.

Further, 6,829,840 Stock Options granted to Employees / Directiors under Scheme 2 & 3 of Shree Renuka Sugars Employees Stock Option Scheme - 2006 (ESOS 2006) have been surrendered to the Company.

The required disclosures to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, are appended herewith and forms part of this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and cane growers and finally to all its members for their trust and confidence reposed on us and look forward to their continued support at all times. The Board further wishes to record their sincere appreciation for the significant contributions made by employees at all levels for their competence, perseverance and hard work that has enabled the Company to achieve new milestones on a continual basis.

For and on behalf of the Board of Directors

Mumbai Vidya Murkumbi

May 29, 2012 Executive Chairperson

 
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