Mar 31, 2023
The Board of Directors present their Twenty-Seventh Annual Report and audited financial statements for the financial year ended 31st March 2023.
The highlights of the standalone financial results are as under: |
(Rs. in Million) |
|
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenues |
86,862 |
62,091 |
Earnings before interest, taxes, depreciation, and amortization (excluding foreign exchange gain/loss) |
7,197 |
4,781 |
Foreign exchange loss (net) |
720 |
315 |
Financial expenses |
5,413 |
3,755 |
Depreciation |
2,291 |
2,010 |
Profit /(loss) before provision for tax and exceptional items |
(1,227) |
(1,299) |
Exceptional Items |
- |
2,514 |
Provision for taxation: |
||
- Income Tax relating to earlier years |
- |
- |
- Deferred Tax / (Income) |
130 |
84 |
Net Profit/(Loss) |
(1,357) |
1,131 |
Total comprehensive income/(loss) |
(328) |
3,125 |
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year |
(29,782) |
(33,096) |
Changes in Retained Earnings |
(656) |
1,599 |
Changes in Items of OCI |
(799) |
1,715 |
Closing Retained Earnings and Items of OCI |
(31,236) |
(29,782) |
The Company achieved total revenue of INR 86,862 million for the year ended 31st March 2023 as against INR 62,091 million for the previous year. The EBITDA (excluding foreign exchange gain/loss) for the year under review stood at INR 7,197 million as compared to INR 4,781 million for the previous year, while the Net loss stood at INR 1,357 million as compared to Net profit of INR 1,131 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.
In February 2023, the Company commenced commissioning activities of its expanded ethanol production capacity at Athani (from 300 KLPD to 450 KLPD) and at Munoli (from 120 KLPD to 500 KLPD). With this, the Company''s ethanol production capacity stands increased from 720 KLPD to 1250 KLPD.
There were no material changes in the nature of business of the Company during the year under review.
Dividend & Dividend Distribution Policy
Since the Company has carried forward losses as on 31st March 2023, your Directors have not recommended any dividend for the financial year ended 31st March 2023. The Company has complied with the requirement of formulation of the Dividend Distribution Policy of the Company which may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/dividend-distribution-policy.pdf
Debenture Redemption Reserve (DRR) 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. Since the Company has already transferred requisite amount to DRR, the Company has not transferred any further amount to DRR during the financial year ended 31st March 2023.
During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the âAct") and the Companies (Acceptance of Deposits) Rules, 2014.
Management Discussion and Analysis Report
The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.
Subsidiary Companies and Consolidated Financial Statements
As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (âSEBI Listing Regulations"), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 (âthe Act"), a statement containing the salient features of the financial statements of each subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is provided in the financial statements forming part of this Annual Report.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the period under review is provided in the notes on consolidated financial statements forming part of this Annual Report. There was no material change in nature of the business of any of the subsidiaries during the year.
Pursuant to Section 136 of the Act, 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 at https:// renukasugars.com/en/financials.html. These documents will be made available to the Members for inspection electronically, upon request, 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.
During the year under review, no company became or ceased to be a subsidiary of the Company.
The Board of Directors, at its meeting held on 24th May 2022, approved the Scheme of Amalgamation of wholly owned subsidiaries namely Monica Trading Private Limited (MTPL), Shree Renuka Agri Ventures Limited (SRAVL), and Shree Renuka Tunaport Private Limited (SRTPL) with the Company. The said scheme was filed with the Stock Exchanges on 1st August 2022. The Company has filed an application with National Company Law Tribunal (NCLT), Mumbai Bench for merger of MTPL and National Company Law Tribunal, Bangalore Bench for merger of SRAVL and SRTPL with the Company. All t he necessary compliances as per directions issued by the Mumbai bench have been complied and t he compliance affidavit has been filed with Mumbai NCLT, which has issued order of amalgamation, a copy of which is awaited. In respect of applications filed with Bangalore NCLT Bench, the Company has complied with the dispatch notices to creditors and regulatory authorities. Clearance from Registrar of Companies, Regional Director and Official Liquidator is awaited.
The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/ policy-on-determining-material-subsidiaries.pdf
Merger of Gokak Sugars Limited with the Company
The Company had received an in-principle approval from BSE Ltd. and National Stock Exchange of India Ltd. (NSE) on 11th March 2022 for merger of Gokak Sugars Limited (GSL) with the Company. Company could not proceed with filing the application with NCLT within the prescribed time line.
Subsequently, the Board of Directors the Board of Directors, at their meeting held on 11th August 2023, had approved revised scheme of merger of GSL with the Company. The Company will be approaching BSE and NSE for their approval and proceed with the filing of the application with NCLT as soon as the approvals are received.
CHANGE OF NAME:
The Shareholders had approved change in the name of the Company to âShree Renuka Enterprises Limited" vide their resolution dated 29th June 2022.
However, due to operational reasons, the Company did not apply the Central Government for its approval to the change of name.
During the year under review, there was no change in the paid-up share capital of the Company which stands at Rs. 212,84,89,773 comprising of 212,84,89,773 equity shares of Re 1 each fully paid-up. As on 31st March 2023, 99.85% of the total paid-up equity share capital of the Company stands in the dematerialized form.
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Act, Mr. Kuok Khoon Hong (DIN: 00021957), Non-Executive Director of the Company, is liable to retire by rotation at Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting (âAGM").
In terms of the Regulation 17(1A) of the SEBI Listing Regulations, with effect from 1st April 2019, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. As Mr. Kuok Khoon Hong, will turn 75 years in the next financial year, on the recommendation of the Nomination & Remuneration/Compensation Committee (NRC), and taking in account Mr. Khoon Hong''s seniority, expertise and vast experience, which has immensely benefitted the Company, the Board of Directors at their meeting held on 11th August 2023 had approved the continuation of Mr. Khoon Hong as a Non-Executive Director of the Company, liable to retire by rotation subject to the special resolution passed by the Members in the ensuing AGM.
Brief Resume of Mr. Khoon Hong is circulated to the Members as part of the Annual Report.
The Board of Directors, through Circular Resolution and on the recommendation of the NRC, appointed Mr. Arun Chandra Verma (DIN: 06981070) as an Independent Director of the Company for a period of 5 (Five) years with effect from 1st April 2022. Subsequently, the Members, vide their resolution passed through Postal Ballot on 29th June 2022, approved the appointment of Mr. Verma as an Independent Director, to hold office for a term of 5 (Five) years with effect from 1st April 2022.
Mr. Dorab Mistry (DIN:07245114) and Mr. Bhupatrai Premji (DIN: 07223590) retired as Independent Directors of the Company, upon completion of their second term as Independent Director on 21st August 2022. The Board placed its gratitude towards the valuable contribution of Mr. Dorab Mistry and Mr. Bhupatrai Premji during their tenure.
The Board of Directors, on the recommendation of the NRC, appointed Mr. Seetharaman Sridharan (DIN: 01773791)
and Mr. Siraj Hussain (DIN: 05346215) as Independent Directors of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 for a term of 5 (Five) years with effect from 9th August 2022. Subsequently, the Members, at the 26th Annual General Meeting held on 16th September 2022, approved the appointments of Mr. Sridharan and Mr. Hussain as Independent Directors, to hold office for a term of 5 (Five) years with effect from 9th August 2022.
The Board of Directors, on the recommendation of the NRC, approved the appointment of Mr. TK Kanan (DIN: 00020968) as an Alternate Director to Mr. Khoon Hong with effect from 19th May 2022.
The Board of Directors, on the recommendation of the NRC, re-appointed Mr. Madhu Rao (DIN: 02683483) as an Independent Director of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 for the second term of 5 (Five) years effective from 27th June 2023. Subsequently, the Members had, vide resolution passed through Postal Ballot on 17th June 2023, approved the appointment of Mr. Rao as an Independent Director, to hold office for the second term of 5 (Five) years with effect from 27th June 2023.
The Board is of the opinion that the Independent Directors of the Company including those appointed during the year possess requisite qualifications, expertise and experience and they hold highest standards of integrity. The Independent Non-Executive Directors of the Company have confirmed compliance with relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
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 SEBI Listing Regulations adopted by the Board is appended as Annexure I to this Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available on the website of the Company https://renukasugars.com/pdf/corporate-governance/nomination-remuneration-policy.pdf.
As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Executive Director & Dy. CEO, Mr. Ravi Gupta, Executive Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.
Pursuant to the provisions of the Act and SEBI Listing Regulations, 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 performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.
The separate meeting of Independent Directors of the Company was held on 14th March 2023 to discuss matters as per the provisions of Companies Act, 2013 and SEBI Listing Regulations.
The Board hereby confirms that the Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.
During the year, five meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.
The Company has complied with the requirements of SS-1 (Secretarial Standard on meetings of the Board of Directors) in respect of the meetings of the Board of Directors held during the year.
Directorsâ Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;
(b) that 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 31st March 2023 and of the loss of the Company for the year ended on that date;
(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the
Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the Directors have prepared the annual accounts on a going concern basis;
(e) that 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) that 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 Auditorsâ Report
M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were re-appointed as Statutory Auditors of the Company at the 26th AGM held on 16th September 2022, for a second term of 5 consecutive years to hold office from the conclusion of the 26th AGM till the conclusion of 31st AGM.
During FY 2022-23, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. DVD & Associates, Practicing Company Secretary (Membership No. F6055/CP No. 6515), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed herewith as Annexure II to this Report. There are no qualifications or observations made by the Secretarial Auditor in the said report.
During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.
Cost Auditors
The Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March 2023. Remuneration payable to the Cost Auditor is subject to ratification by the Members of the Company. Accordingly, a resolution seeking Members'' approval for ratification of the remuneration payable to M/s. B. M. Sharma & Co,
Cost Accountant, forms a part of the Notice of the enusing AGM, along with relevant details, including the proposed remuneration.
In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to the provisions of Section 134(3) (m) of the Act and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Companies Act,
2013 forms part of this Report and is annexed hereto as Annexure III.
Corporate Governance
In compliance with Regulation 34 read with Schedule V of SEBI Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practising Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under SEBI Listing Regulations is appended to the Corporate Governance Report.
Particulars of Employees
The information in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given as Annexure IV. Further, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the annual report and the financial statements are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection and any Member interested in obtaining a copy of the Annexure may write to the Company Secretary.
Employee Stock Option Scheme
The NRC of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (âScheme") of the Company in accordance with applicable SEBI regulations.
During the year under review, the Company has not granted any fresh Stock Options to the employees.
Contracts and Arrangement with Related Parties
All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The details required under Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure V. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.
The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/tpt-policy-srsl.pdf
Particulars of Loans, Guarantees orInvestments
Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the 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. The CSR Committee vide Circular Resolution dated 1st March 2023, approved the CSR spending for the financial year 2021-2022 and carried out the same. The CSR Policy of the Company may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/policy-on-corporate-social-responsibility.pdf
The report on the CSR activities is appended as Annexure VI to the Board''s Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rules'') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPF''), constituted by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to IEPF.
During the year under review, the Company was not required to transfer any unclaimed/unpaid dividend and shares to IEPF.
The details of unclaimed/unpaid dividends and equity shares transferred to IEPF are available on the website of the Company at https://renukasugars.com/en/ shareholders-service.html
The contact details of Nodal Officer of the Company are available on the website of the Company at https:// renukasugars.com/en/shareholders-service.html
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company for FY 2022-23 is available on the website of the Company at https://renukasugars.com/en/financials.html
Risk Management & Internal Financial Controls
The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.
The Company''s Risk Management Policy is 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.
The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.
Whistle Blower Policy
Pursuant to SEBI Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Act, the Company has in place a Whistle blower Policy/ Vigil Mechanism to deal with unethical behaviour, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistle blower
Policy may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-governance/ whistle-blower-policy.pdf
During the year under review, no complaints were received by the Company under the policy.
Prevention of Sexual Harassment at Workplace
The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.
During the year, there were no complaints received by the Company under the said Act.
The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company and to align the interest of employees with the long term organizational goals.
HR department has outlined a talent management strategy in place designed for the company to gain optimal results. In order to achieve desired goals, HR has facilitated the Company to transform from good to great and made efforts in building âA People Centric Organisation".
Further, by marching forward, HR has been able to transform the organisation by building âA People Centric Organisation" by aligning people with the Company''s goals and visions, by objective and key result-driven performance, custom made training programs at all levels, investing in existing and future talent supply and optimizing talent pipeline.
Material Changes & Events after Balance Sheet Date
1. The Company entered into a non-binding term sheet for acquisition of 100% equity shares in a sugar manufacturing company based in Uttar Pradesh. The proposal may be finalized after satisfactory due diligence.
2. The Board of Directors approved Merger of Gokak Sugars Limited (93.6% subsidiary) with the Company in its meeting held on 11th August 2023.
This is subject to the Company obtaining all the requisite approvals.
Business Responsibility and Sustainability Reportâ (âBRSR")
In terms of Regulation 34 of SEBI Listing Regulations read with circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10th May 2021, new reporting requirements on Environment, Social and Governance (ESG) parameters were prescribed under âBusiness Responsibility and Sustainability Report" (âBRSR''). The BRSR seeks disclosure on the performance of the Company against nine principles of the âNational Guidelines on Responsible Business Conduct" (âNGRBCs''). As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalization. Accordingly, BRSR for the financial year ended 31st March 2023, is annexed as Annexure VII.
Restructuring of Non-convertible Debentures
During the year under review, the company restructured the terms of 1,500, 11.70% Non-Convertible Debentures (NCDs) and 1,000, 11.30% Non-Convertible Debentures (NCDs) of the Company aggregating to Rs. 250 crores, issued to LIC of India. These NCDs are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The in-principle approval for the restructuring was issued by BSE on 15th March 2023 and execution of documentation for restructuring/amendments of existing terms was made on 27th and 28th March 2023. The Company is in the process of completing the documentation/formalities for listing of these restructured NCDs on BSE Limited. The summary of restructured NCDs are as given below:
ISIN |
ROI |
Nos. of NCDs |
Face value |
(In Rs. ) |
Maturity |
INE087H07094 |
11.70% |
750 |
10,00,000 |
75,00,00,000 |
31-Mar-28 |
INE087H07102 |
11.00% |
750 |
10,00,000 |
75,00,00,000 |
31-Mar-32 |
INE087H07128 |
11.30% |
500 |
10,00,000 |
50,00,00,000 |
31-Mar-28 |
INE087H07110 |
11.00% |
500 |
10,00,000 |
50,00,00,000 |
31-Mar-32 |
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.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
⢠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.
⢠No application has been made by the Company and neither any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
⢠The Company has not done any one-time settlement during the year, and hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
⢠The Whole time Directors of the Company are not receiving any remuneration or commission from the Holding Company or Subsidiary Company of the Company.
⢠All recommendations of Audit Committee during the year were accepted by the Board.
Appreciation & Acknowledgements
The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, lenders, government authorities, customers, vendors and cane growers and finally to all its Members for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by the employees at all levels for their competence, dedication and contribution towards the operations of the Company.
Mar 31, 2022
The Board of Directors presents their Twenty-Sixth Annual Report and audited financial statements for the financial year ended 31st March 2022.
Results of our operations and state of affairs
The highlights of the standalone financial results are as under:
(Rs. in Mn) |
||
Particulars |
FY 2021-22 |
FY 2020-21 |
Total Income |
62,091 |
56,116 |
Profit /(loss) before financial expenses, depreciation and exceptional items |
4,466 |
6,353 |
Financial expenses |
3,755 |
3,686 |
Depreciation |
2,010 |
2,013 |
Profit /(loss) before provision for tax and exceptional items |
(1,299) |
654 |
Exceptional Items - Income |
2,514 |
1,499 |
Provision for taxation: |
||
- Income Tax relating to earlier years |
- |
- |
- Deferred Tax / (Income) |
84 |
1,596 |
Net Profit/(Loss) |
1,131 |
557 |
Total comprehensive income/(loss) |
3,125 |
117 |
Retained Earnings and Items of Other Comprehensive Income (OCI) brought forward from the previous year |
(33,096) |
(34,139) |
Changes in Retained Earnings |
1,599 |
1,247 |
Changes in Items of OCI |
1,715 |
(203) |
Closing Retained Earnings and Items of OCI |
(29,782) |
(33,096) |
The Company achieved total income of INR 62,091 million for the year ended 31st March 2022 as against INR 56,116 million for the previous year. The EBITDA (excluding foreign exchange gain/loss) for the year under review stood at INR 4,781 million as compared to INR 5,606 million for the previous year, while the Net Profit stood at INR 1,131 million as compared to INR 557 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.
There were no material changes in the nature of business of the Company during the year under review.
Dividend & Dividend Distribution Policy
Since the Company has carried forward losses as on 31st March 2022, your Directors have not recommended any dividend for the financial year ended 31st March 2022. The Company has complied with the requirement of formulation of the Dividend
Distribution Policy of the Company which may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/ dividend-distribution-policy.pdf.
Debenture Redemption Reserve (DRR) 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. Since the Company does not have distributable profits, the Company Company has not transferred any amount to reserves during the financial year ended on 31st March 2022.
During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the âAct") and the Companies (Acceptance of Deposits) Rules, 2014.
Management Discussion and Analysis Report
The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.
Subsidiary Companies and Consolidated Financial Statements
As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations"), the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 (âthe Act"), a statement containing the salient features of the financial statements of each subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is provided in the financial statements forming part of this annual report.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review is provided in the notes on consolidated financial statements forming part of this annual report. There was no material change in nature of the business of any of the subsidiaries during the year.
Pursuant to Section 136 of the Act, 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 at www.renukasugars.com. These documents will be made available to the Members for inspection electronically, upon request, 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.
During the year under review, no company became a subsidiary of the Company or Joint Venture or Associate Company.
During the year under review, the Company had filed the revised scheme of merger on 17th December 2021 with the Stock Exchanges i.e. BSE Limited (BSE) & National Stock Exchange of India Limited
(NSE) for seeking in-principle approval of merger of its subsidiary (93.64%), Gokak Sugars Limited, with the Company. BSE and NSE forwarded the same to SEBI with their recommendation. The Company has received No Objection letter from BSE and NSE on 11th March 2022 and is currently in the process of filing application to the National Company Law Tribunal for seeking approval for the said merger.
The Board of Directors, at its meeting held on 24th May 2022, approved the merger of Monica Trading Private Limited, Shree Renuka Agri Ventures Limited and Shree Renuka Tunaport Private Limited, wholly owned subsidiaries of the Company, with the Company. The Company has submitted the scheme of merger to the Stock Exchanges on 1st August 2022 pursuant to SEBI Listing Regulations. The Company is now in the process of filing application to the National Company Law Tribunal for seeking approval for the said merger.
The Company''s Policy for Determining Material Subsidiaries may be accessed on the Company''s website at https://renukasugars.com/pdf/ corporate-governance/policy-ondetermining-material-subsidiaries.pdf
During the year under review, there was no change in the paid-up share capital of the Company which stands at Rs. 212,84,89,773 comprising of 212,84,89,773 equity shares of Re 1/- each fully paid-up. As on 31st March 2022, 99.83% of the total paid-up equity share capital of the Company stands in the dematerialized form.
1,500 Non-Convertible Debentures (NCDs) (11.70%) of Rs. 10 Lakhs each and 1,000 Non-Convertible Debentures (NCDs) (11.30%) of Rs. 10 Lakhs each aggregating to Rs. 250 Crores of the Company are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The Company has filed an application for in-principle approval with BSE Limited (BSE) for conversion of 50% of listed NCDs into Redeemable Preference Shares, which is under process with Listing Operation team of BSE Limited.
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Act, Mr. Charles Cheau Leong Loo (DIN: 08737827), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment
at the forthcoming Annual General Meeting. Brief Resume of Mr. Loo is circulated to the members as part of this Annual report.
The members, through notice of postal ballot dated 11th February 2022, approved the appointment of Mr. Ravi Gupta (DIN: 00133106) as an Executive Director of the Company for a period of five years with effect from 28th October 2021.
Mr. S. K. Tuteja (DIN: 00594076) completed his tenure as an Independent Director of the Company on 31st March 2022. The Board placed on record its gratitude towards the services of Mr. S K Tuteja for his contributions to the proceedings of the Board and the valuable advice given by him as a Board member over a period of his tenure of 15 years.
The members, through notice of postal ballot dated 27th May 2022, approved the appointment of Mr. Arun Chandra Verma (DIN: 06981070) as an Independent Director of the Company for a period of five years with effect from 1st April 2022.
The Board of Directors, on recommendation of the Nomination & Remuneration/Compensation Committee (NRC), approved the appointment of Mr. Tinniyan Kalyansundaram Kanan (DIN: 00020968) as an Alternate Director to Mr. Kuok Khoon Hong, Non-Executive Director, w.e.f. 19th May 2022.
The Board of Directors, on the recommendation of the NRC, appointed Mr. Seetharaman Sridharan (DIN: 01773791) and Mr. Siraj Hussain (DIN: 05346215) as Additional Directors (Independent) of the Company as per the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 (âthe Act") for a period of 3 (Three) years effective from 9th August 2022, subject to the approval of the members.
Brief resumes and other particulars of Mr. Sridharan and Mr. Hussain, as stipulated under Regulation 36(3) of the Listing Regulations/Secretarial Standard-2 on General Meetings, are given in the Notice of Annual General Meeting, which forms part of this Annual Report. The Board recommends the appointment of the aforesaid Directors for members'' approval.
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 Listing Regulations adopted by the Board is appended as Annexure I to the Board''s Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The policy is available
on the website of the Company at https://renukasugars.com/pdf/corporate-governance/nomination-remuneration-policy.pdf.
As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Executive Director & Dy. CEO, Mr. Ravi Gupta, Executive Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.
Pursuant to the provisions of the Act and Listing Regulations, 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 performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.
The meeting of Independent Directors of the Company was held on 29th March 2022 to discuss matters as per the provisions of Companies Act, 2013 and the Listing Regulations.
The Board hereby confirms that the Company has received necessary declaration from each independent directors under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
During the year, four meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance, which forms part of this Annual Report.
The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.
Directors'' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;
(b) that 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 31st March 2022 and of the profit of the Company for the year ended on that date;
(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the Directors have prepared the annual accounts on a ''going concern'' basis;
(e) that 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) that 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. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting (AGM) held on 21st December 2017, for a term of 5 years to hold office from the conclusion of the 21st AGM till the conclusion of 26th AGM.
As the term of M/s. S R B C & CO LLP comes to an end at the ensuing 26th AGM of the Company, it is proposed to appoint a firm of Chartered Accountants as may be recommended by the Audit Committee and approved by the Board of Directors, as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 26th AGM till the conclusion of 31st AGM. The details of the firm to be appointed as Statutory Auditors would be provided in the notice convening the Annual General Meeting.
The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications or observations made by the Statutory Auditor in the said report.
During FY 2021-22, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.
Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. DVD & Associates, Practicing Company Secretary (Membership No. F6055/CP No. 6515), to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31st March 2022 is annexed herewith at Annexure II to this Report. There are no qualifications or observations made by the Secretarial Auditor in the said report.
During FY 2021-22, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March 2023. Remuneration payable to the Cost Auditor is subject to approval by the members of the Company. Accordingly, a resolution seeking members'' approval for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountants, forms part of Notice convening 26th AGM of the Company, along with relevant details of the proposed remuneration.
In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this Report and is annexed hereto as Annexure III.
In compliance with the Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate Governance forms part of this Annual
Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to this Report.
The Nomination & Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (âScheme") of the Company in accordance with applicable SEBI regulations.
During the year under review, the Company has not granted any fresh Stock Options to the employees.
Contracts and Arrangements with Related Parties
All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis except for the Contracts/arrangements referred in form AOC-2 annexed hereto as Annexure V. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.
The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https://renukasugars.com/pdf/corporate-
governance/tpt-policy-srsl.pdf
Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the 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. Since the CSR Committee was dissolved on 25th June 2021, the CSR functions were discharged by the Board during the remaining part of the year under review. The CSR Policy of the Company may be accessed on the Company''s website at https:// renukasugars.com/pdf/corporate-governance/ policy-on-corporate-social-responsibility.pdf
The report on the CSR activities is appended at Annexure VI to the Board''s Report.
Based on the amount to be spent by the Company in terms of Section 135(9) of the Act, the provisions of constitution of CSR Committee have now again become applicable to the Company. Accordingly, the Board of Directors, at its meeting held on 9th August 2022, constituted a CSR Committee. The details relating to the composition, powers, roles, terms of reference etc. of CSR Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (''IEPF''), constituted by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years have to be transferred by the Company to IEPF.
During the year under review, the Company has not transferred any unclaimed/unpaid dividends amount and shares to IEPF.
The details of unclaimed/unpaid dividends and equity shares transferred to IEPF are available on the website of the Company at https://renukasugars.com/pdf/shares-trfd-to-iepf. pdf.
The contact details of Nodal Officer of the Company are available on the website of the Company at https://renukasugars.com/en/contact-us.html
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules 2014, the Annual Return of the Company for FY 2021-22 is available on the website of the Company at https://renukasugars. com/en/agm-2022.html
Risk Management & Internal Financial Controls
The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.
The Company''s Risk Management Policy is 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.
The Board of Directors, at its meeting held on 25th June 2021, constituted a Risk Management Committee. The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report, which forms part of this Annual Report.
Pursuant to Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Act, the Company has in place a Whistleblower Policy/ Vigil Mechanism to deal with unethical behaviour, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistleblower Policy may be accessed on the Company''s website at https://renukasugars.com/pdf/ corporate-governance/whistle-blower-policy.pdf
During the year under review, no complaints were received by the Company under the policy.
Prevention of Sexual Harassment at Workplace
The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âthe Act") and Rules made thereunder. During the year, there were no complaints received by the
Company under the Act.
The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of the Company.
HR department has outlined a talent management strategy in place designed for the company to gain optimal results. In order to achieve desired goals, HR has transformed from Good to Great and made efforts in building âA people organization".
HR has transformed from Good to Great by moving from Traditional & Transactional to a more People-centric organisation, creating Centre for HR Excellence,driven strategically with a digital orientation.
Further, by marching forward HR has been able to transform the organisation by building âA People Organization" by aligning people with the Company''s goals and visions, by objective and key result-driven performance, custom made training programs at all levels, investing in existing and future talent supply and optimizing organization structures and workflow to increase talent pipeline.
Material Changes & Events after Balance Sheet Date
There are no material changes which have occurred after the date of the Balance Sheet and the date of this report.
Qualified Institutional Placement
The shareholders of the Company, at their Annual General Meeting held on 2nd September 2021, approved raising of INR 15,000 Mn by way of equity through Qualified Institutional Placement (âQIP") to eligible Qualified Institutional Buyers (âQIB"), under Schedule VI of SEBI (ICDR) Regulations 2018. The Company had conducted non-deal road shows with potential investors, during the months of November to March 2022. The Company is planning to conduct further road shows and launch the QIP as soon as possible, subject to necessary statutory approvals.
Business Responsibility Report
The Business Responsibility Report for the year ended 31st March 2022 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual Report as Annexure VII.
⢠The Company has complied with the applicable Secretarial Standards for all Board meetings during the year.
⢠All recommendations of Audit Committee during the year were accepted by the Board.
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
Atul Chaturvedi
Executive Chairman DIN: 00175355
Date: 9th August, 2022 Place: Mumbai
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.
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
⢠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.
⢠No application has been made by the Company and neither any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
⢠The Company has not done any one time settlement during the year, and hence, details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
⢠The Whole time Directors of the Company are not receiving any remuneration or commission from the Holding Company or Subsidiary Company of the Company.
Mar 31, 2018
Dear members,
The Board of Directors presents their Twenty-Second Annual Report and audited financial statements for the financial year ended 31st March, 2018.
STANDALONE FINANCIAL RESULTS
The highlights of the standalone financial results are as under:
(Rs. in Million)
Particulars |
FY 2018 |
FY 2017 |
Revenues |
59031 |
79158 |
Profit /(loss) before financial expenses, depreciation and exceptional items |
(1431) |
3334 |
Financial expenses |
4986 |
3921 |
Depreciation |
2322 |
2532 |
Profit /(loss) before provision for tax and exceptional items |
(8739) |
(3119) |
Exceptional Items |
27359 |
- |
Provision for taxation: |
||
- Current |
- |
- |
- Deferred Tax |
(6277) |
(761) |
Net Profit/(Loss) |
(29821) |
(2358) |
Total comprehensive income/(loss) |
(30440) |
(2363) |
Retained Earnings and Items of OCI brought forward from the previous year |
6417 |
8905 |
Changes in Retained Earnings |
(29149) |
(1761) |
Changes in Items of Other Comprehensive Income (OCI) |
(1291) |
(727) |
Transfer to Debenture Redemption Reserves |
- |
(125) |
Closing Retained Earnings and Items of OCI |
(24023) |
(6417) |
OPERATING HIGHLIGHTS
The Company achieved a turnover of Rs.59031 million for the year ended 31st March, 2018 as against Rs.79158 million for the previous year. The EBITDA for the year under review stood at â (1431) million as compared to Rs.3334 million for the previous year, while the Net Loss stood at Rs.29821 million as compared to Net Loss of Rs.2358 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report,
DIVIDEND & DIVIDEND DISTRIBUTION POLICY
As the Company has incurred losses during the year under review, your Directors have not recommended any dividend for the financial year ended 31st March, 2018. The Dividend Distribution Policy of the Company may be accessed on the Companyâs website at www.renukasugars.com
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 current year, the Company has not created Debenture Redemption Reserve on outstanding amount of NCDs.
FIXED DEPOSITS
Your Company has not accepted any deposits from public/ shareholders in accordance with Sections 73 and 74 of the Companies Act, 2013.
DEBENTURES
During the year under review, your Company has allotted 5521 0.01% Non-Convertible Debentures (NCDs) of Rs.10 lacs each aggregating to Rs.5521 million to the lenders pursuant to debt restructuring exercise undertaken by the Company, by converting the part of the loans facilities availed by the Company from the lenders. The details of Debentures outstanding as on 31st March, 2018 are given in the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 (the Listing Regulations), Consolidated Financial Statements of the Company have been prepared for the year under review. The audited Consolidated Financial Statements along with the auditorsâ report thereon forms part of this Annual report,
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 Companyâs Policy for Determining Material Subsidiaries may be accessed on the Companyâs website at www.renukasugars.com
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 at 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 9.00 a.m. and 6.00 p.m. upto 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
During the year under review, as a part of debt restructuring exercise, your Company allotted on preferential basis, 481,843,884 0.01% Compulsorily Convertible Preference Shares (CCPS) at Rs.16.28 each aggregating to Rs.7844.42 million to Wilmar Sugar Holdings Pte. Ltd., one of the promoter of the Company and also allotted 489,728,828 equity shares at Rs.16.28 each aggregating to Rs.7972.79 million, 4,28,08,858 0.01% Optionally Convertible Preference Shares at Rs.100 each aggregating to Rs.4280.89 million and 74,388,207 0.01% Redeemable Preference Shares at Rs.100 each aggregating to Rs.7438.82 million, to the lenders by converting the part of the loans facilities availed by the Company from the lenders. Subsequently, Wilmar Sugar Holdings Pte. Ltd. exercised the conversion option and converted 481,843,884 CCPS into equal number of equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Stephen Ho Kiam Kong (DIN: 07584449), Director of the Company, is proposed to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment
Pursuant to the recommendation of the Nomination & Remuneration/Compensation Committee, the Board of Directors have approved appointment of Mr. Madhu Rao (DIN: 02683483) as an Independent Director for a period of 5 years with effect from 27th June, 2018. Mr. Atul Chaturvedi, Non-Executive Director, has assumed charge as Executive Chairman (KMP) with effect from 2nd July, 2018.
Brief resumes and other particulars of Mr. Madhu Rao and Mr. Stephen Ho Kiam Kong, as stipulated under Regulation 36(3) of the Listing Regulations/Secretarial Standard-2 on General Meetings, are given in the Notice of Annual General Meeting, which forms part of this Annual Report. The Board recommends the appointment of the aforesaid Directors for membersâ approval.
The Company has 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 under the provisions of Listing Regulations.
Mrs. Vidya Murkumbi (DIN: 00007588) stepped-down as Executive Chairperson and Director of the Company effective from end of day on 30th June, 2018, upon completion of open offer by Wilmar Sugar Holdings Pte. Ltd.
Mr. Narendra Murkumbi (DIN: 00009164) stepped-down from the position of Vice Chairman & Managing Director of the Company effective from end of day on 30th June, 2018, upon completion of open offer by Wilmar Sugar Holdings Pte. Ltd. However, Mr. Murkumbi would continue as Non-Executive Director of the Company effective from 1st July, 2018.
Mr. Hrishikesh Parandekar (DIN: 01224244) resigned as Independent Director with effect from end of day on 30th June, 2018.
Mr. Sanjay Asher (DIN: 00008221) resigned as Independent Director with effect from end of day on 2nd July, 2018.
The Board places on record its appreciation towards valuable contribution made by outgoing directors during their tenure as a Director of the Company
The policy of the Company on directorsâ 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 Listing Regulations adopted by the Board is appended as Annexure 1 to the Boardâs Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.
As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Whole-time Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Rupesh Saraiya are the Key Managerial Personnel of the Company
MEETINGS OF THE BOARD
During the year, thirteen meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;
(b) that 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 31st March, 2018 and of the loss of the Company for the year ended on that date;
(c) that 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) t hat the Directors have prepared the annual accounts on a âgoing concernâ basis;
(e) that 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) that 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 AUDITORSâ REPORT
M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company at the 21st AGM held on 21st December, 2017, for a term of 5 consecutive years to hold office from the conclusion of the 21st AGM till the conclusion of 26th AGM. In accordance with the Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every AGM. Thus, M/s. S R B C & CO LLP will continue to hold office till the conclusion of 26th AGM.
The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any adverse qualification, reservation, adverse remark or disclaimer
During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013, the Board had appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. F2655/CP No. 1798), to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith at Annexure 2 to this Report. The said report mentions that the Board of Directors of the company has approved the un-audited quarterly results for the quarter ended 31st December, 2017 on 12th March, 2018 and the Company has paid the requisite fees to BSE Limited and National Stock Exchange of India Limited for the same. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITORS
The Board of Directors on the recommendation of the Audit Committee, have appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March, 2019. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company Accordingly, a resolution seeking membersâ ratification for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountants, is included in the Notice convening the Annual General Meeting, along with relevant details, including the proposed remuneration.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per the Companies Act, 2013 and the rules framed thereunder 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
In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.
CEO/CFO CERTIFICATION
As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO Certificate is attached with this 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
The Nomination & Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 (âSchemeâ) of the Company in accordance with applicable SEBI regulations. The disclosure relating to the Scheme and other relevant details are available on the Companyâs website at www.renukasugars.com
During the year under review, the Company has not granted any fresh Stock Options to the employees.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. Therefore, the disclosure in AOC-2 is not applicable for the financial year 2017-18. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 are set out in the financial statements.
The Companyâs Policy on Related Party Transactions may be accessed on the Companyâs website at www.renukasugars.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the 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 this Annual Report. The CSR Policy of the Company may be accessed on the Companyâs website at www.renukasugars.com
The report on the CSR activities is provided at Annexure 5 to the Boardâs Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return (MGT-9) of the Company is annexed herewith as Annexure 6 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, assess and reduce exposure to risks wherever possible. The Companyâs Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved.
The Companyâs 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
WHISTLE BLOWER POLICY
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has in place a Whistleblower Policy/Vigil Mechanism to deal with unethical behavior, victimisation, fraud and other grievances or concerns of directors and employees. The Whistleblower Policy can be accessed on the Companyâs website at www.renukasugars.com
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âthe Actâ) and Rules made thereunder, 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 Companyâs 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 organisational goals.
MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE
- During FY 18, the Company implemented a Resolution Plan which contemplated Additional investment of Rs.784.92 crores by Wilmar Sugar Holdings Pte. Ltd. (WSH); upfront repayment and settlement of Rs.730.13 crores of the outstanding debt; waiver of Rs.657,99 crores of the debt; restructuring of the sustainable debt of SRSL through changes in the repayment terms by way of a rupee loan facility and a working capital facility; and conversion by certain lenders of part of the unsustainable debt into equity shares, optionally convertible preference shares, redeemable preference shares and non-convertible debentures.
Further, in connection with the Debt Restructuring Package, WSH, Wilmar International Limited, the Company and the Murkumbi Group have executed the Joint Venture Termination Agreement on 9th March, 2018, pursuant to which the earlier Joint Venture Agreement entered into among them, governing their mutual rights and obligations as shareholders including but not limited to management rights, reserved matters and transfer restrictions, has been terminated.
- The Companyâs Brazilian subsidiary Shree Renuka Do Brasil Participacoes Ltda (SRDBPL) together with all of its subsidiaries (collectively âRenuka Brazilâ), had on 28th September, 2015, filed for protection under Judicial Recovery Law (Law 11.101/2005-Recupera§ao Judicial) in the designated court in the capital of the state of Sao Paulo.
On 6th July, 2018 a recovery plan of Renuka Vale do Ivai was approved by Creditors in the Creditors General Assembly and Court approval is awaited.
In Renuka do Brasil, the recovery plan was approved by creditors on 22nd May, 2017 and judge also approved the plan on 6th June, 2017, However the plan was not implemented as the Superior Court of Sao Paulo granted injunction to Banco Nacional do Desenvolvimento (BNDES Bank) to suspend the Amended RJ Plan and its effects.
Presently, new recovery plan is under discussion with Creditors and it will be presented for approval on 29th August 2018.
- 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:
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs 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,
Atul Chaturvedi
Chairman
8th August, 2018, Mumbai
Mar 31, 2017
BOARD''S REPORT
Dear members,
The Board of Directors presents their Twenty-First Annual Report and audited financial statements for the financial year ended 31st March, 2017.
STANDALONE FINANCIAL RESULTS
The highlights of the standalone financial results are as under:
(Rs, in Million)
Particulars |
FY 2017 |
FY 2016 |
Revenues |
78,921 |
59,873 |
Profit before financial expenses and depreciation |
3,097 |
661 |
Financial expenses |
3,657 |
3,407 |
Depreciation |
1,438 |
1,458 |
Profit before provision for tax and exceptional items |
(1,998) |
(4,204) |
Exceptional Items |
- |
- |
Provision for taxation: |
||
- Current |
- |
- |
- Deferred Tax |
(759) |
(1,423) |
Net Profit/Loss |
(1,239) |
(2,781) |
Profit brought forward from the previous year |
(4,171) |
(1,262) |
Other Comprehensive Income |
(4) |
(3) |
Profit available for appropriation |
(5,414) |
(4,046) |
Transfer from General Reserves |
- |
- |
Transfer to Debenture Redemption Reserves |
(125) |
(125) |
Transitional Impact of change in useful life of assets |
- |
- |
Retained in the Profit & Loss Account |
(5,539) |
(4,171) |
OPERATING HIGHLIGHTS
The Company achieved a turnover of Rs, 78,644.59 million for the year ended 31st March, 2017 as against Rs, 59,650.01 million for the previous year. The EBITDA for the year under review stood at Rs, 3,284.86 million as compared to Rs, 1,638.11 million for the previous year, while the Net Loss stood at Rs, 1,242.82 million as compared to Net Loss of Rs, 2,783.86 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.
DIVIDEND & DIVIDEND DISTRIBUTION POLICY
As the Company has incurred a loss during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March, 2017.
The Board of Directors of the Company had approved Dividend Distribution Policy on 1st February, 2017 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy may be accessed on the Company''s website at the link http://www.renukasugars.com/ en/corporate-governance.html
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 created Debenture Redemption Reserve of '' 125 million on outstanding amount of NCDs.
FIXED DEPOSITS
Your Company has not accepted any deposits from public/shareholders in accordance with 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. The Company has extended the repayment/redemption schedule in respect of 11.70% NCDs aggregating to Rs, 150 crores and 11.30% NCDs aggregating to Rs, 100 crores issued by the Company and listed on BSE Limited.
Accordingly, the principal amount of both the aforesaid NCDs will be re-payable by the Company in the following manner- (a) 15% each in FY 2019-20 and 2020-21 (b) 20% in FY 2021-22 and (c) 25% each in FY 2022-23 and 2023-24. The amount in respect of each financial year will be re-payable in equal quarterly installments at the end of each calendar quarter of the relevant financial year, commencing from 30th June, 2019.
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 notification issued by the Ministry of Corporate Affairs (MCA), your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2016. Ind AS has replaced existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
Accordingly, the Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April 2016 with the transition date of 1st April 2015 and the financial statements for the year ended 31st March 2017 has been prepared in accordance of Ind AS. The financial statements for the year ended 31st March 2016 has been restated to comply with Ind AS to make them comparable.
The MCA notification also mandates that Ind AS shall be applicable to subsidiary companies, joint venture or associates of the Company. Hence the Company and its subsidiaries have prepared and reported financial statements under Ind AS w.e.f. 1st April 2016, including restatement of the opening balance sheet as at 1st April, 2015.
The effect of the transition from IGAAP and Ind AS has been explained by way of a reconciliation in the standalone financial statements 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. and 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
The Authorized Share Capital of the Company is Rs, 1,850,000,000/- divided into 1,600,000,000 (One hundred Sixty crores) equity shares of Rs, 1/- each and 25,000,000 (Two crores Fifty lakhs) preference shares of Rs, 10/- each. On 31st March, 2017, the issued, subscribed and paid up share capital of your Company stood at Rs, 945,246,580 comprising 945,246,580 equity shares of Rs, 1/- each.
During the year under review, the Company has allotted 16,435,338 equity shares of face value of Rs, 1/- each, at a price of Rs, 16.56 per equity Share aggregating to Rs, 272,169,197.28 to Standard Chartered Bank, one of the JLF Lenders in lieu of and against the conversion of a part of the loans availed by the Company from Standard Chartered Bank.
On 24th August, 2017, the Company has re-classified its Authorized Share Capital from Rs, 1,850,000,000/divided into 1,600,000,000 equity shares of Rs, 1/- each and 25,000,000 preference shares of Rs, 10/- each to Rs, 1,850,000,000/- divided into 1,600,000,000 equity shares of Rs, 1/- each and 2,500,000, 0.01% Redeemable Preference Shares of Rs, 100/- each. Further, Authorized Share Capital increased from Rs, 1,850,000,000/divided into 1,600,000,000 equity shares of Rs, 1/- each and 2,500,000, 0.01% Redeemable Preference Shares of Rs, 100/- each to Rs, 25,150,000,000/- divided into 2,900,000,000 equity shares of Rs, 1/- each; 510,141,365, 0.01% Compulsorily Convertible Preference Shares of Rs, 16.27/- each, 94,000,000, 0.01% Redeemable Preference Shares of Rs, 100/- each and 45,500,000, 0.01% Optionally Convertible Preference Shares of Rs, 100/- each;
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act), Mr. Jean-Luc Bohbot (DIN: 06857132) and Mr. Atul Chaturvedi (DIN: 00175355), Directors of the Company, retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Mr. Ashit Mallick, an Independent Director of the Company, passed away on 10th September, 2017. Dr. B. V. Mehta (DIN: 00895163) was appointed as an Additional Director (w.e.f. 13th November, 2017) by the Board of Directors to fill-in the casual vacancy caused by unfortunate demise of Mr. Mallick.
Pursuant to recommendation of the Nomination & Remuneration/Compensation Committee, the Board of Directors has subject to approval of the members at the ensuing Annual General Meeting of the Company, approved:
- The re-appointment of Mrs. Vidya Murkumbi (DIN:00007588), as Whole-time Director designated as Executive Chairperson of the Company for a period of 3 years with effect from 1st April, 2017.
- The re-appointment of Mr. Vijendra Singh (DIN: 03537522), as Whole-time Director designated as President (Sugar Mills) for a period of 3 years with effect from 10th May, 2017.
- The re-appointment of Mr. Narendra Murkumbi (DIN:00009164), as Vice Chairman & Managing Director for a period of 3 years with effect from 20th September, 2017.
The proposals regarding the re-appointment of aforesaid Directors are place for your approval.
The Company has 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 under the provisions of Listing Regulations. The Board recommends the re-appointment of the aforesaid Directors for members'' approval.
Brief resumes of Mrs. Vidya Murkumbi, Mr. Vijendra Singh and Mr. Narendra Murkumbi seeking re-appointment/fixation of remuneration, as stipulated under Regulation 36(3) of the Listing Regulations/ Secretarial Standard-2 on General Meetings, are given in the section on Corporate Governance, which forms part of this Annual Report. Brief resumes of other directors seeking appointment/re-appointment are given in AGM notice.
During the year under review, the Board of Directors and shareholders of the Company had appointed Mr. Bhupatrai Premji (DIN: 07223590) and Mr. Dorab Mistry (DIN: 07245114) as Independent Directors of the Company in terms of the provisions of Sections 149, 152 & other applicable provisions of the Act & the Listing Regulations. The Board of Directors and shareholders of the Company had also appointed Mr. Stephen Ho Kiam Kong (DIN: 07584449) as Non-Executive Director of the Company.
Mr. Robert Taylor, Independent Director ceased to be Director of the Company consequent to his resignation effective from 2nd February, 2017. The Board records its sincere appreciation for the valuable contribution made by him during his tenure with the Company.
Mr. Rupesh Saraiya has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 13th November, 2017. Mr. Naveen Manghani was the Company Secretary & Compliance Officer till 31st October, 2017.
The Company has 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 the Listing Regulations.
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 Listing Regulations adopted by the Board is appended as Annexure 1 to the Board''s Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.
MEETINGS OF THE BOARD
During the year, ten meetings of the Board of Directors were held, the details of which are given in the report on Corporate Governance.
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 31st March, 2017 and of the 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
As per the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your Company''s statutory auditors, M/s. Ashok Kumar, Prabhashankar and Co., Chartered Accountants, Bangalore (Registration No. 004982S) hold office until conclusion of the ensuing Annual General Meeting of the Company.
The Audit Committee and the Board of Directors recommend appointment of SRBC & Co LLP, Chartered Accountants, as the statutory auditors of the Company to hold office for a period of 5 years commencing from conclusion of ensuing Annual General Meeting till the conclusion of 26th Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting.
Accordingly, a resolution proposing appointment of SRBC & Co LLP, Chartered Accountants (FRN-324982E/E300003) as the statutory auditors of the Company for a period of 5 consecutive years commencing from conclusion of 21st Annual General Meeting of the Company, forms part of the Notice convening this Annual General Meeting of the Company.
SRBC & Co LLP have confirmed their eligibility and are not disqualified for appointment under the Companies Act, 2013 and the Chartered Accountants Act, 1949 or the Rules and Regulations made there under.
The Auditors'' Report to the Members on the Accounts of the Company for the year ended 31st March, 2017 does not contain any qualification or adverse remark.
The Board places on record its appreciation for the contribution of Ashok Kumar, Prabhashankar and Co, Chartered Accountants, during their tenure as the statutory auditors of your Company.
SECRETARIAL AUDITORS
The Board had appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655), to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed herewith at Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
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 2017-18, the Cost Audit Report for which will be submitted to the Central Government before the due date.
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 meets all the mandatory requirements as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance along with the Auditors'' Certificate on its compliance, composition 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.
CEO/CFO CERTIFICATION
As required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO Certificate is attached with this 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
The Nomination and Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 ("Scheme") of the Company in accordance with applicable SEBI regulations. The disclosure relating to the Scheme and other relevant details are available on the Company''s website at the link http://www.renukasugars.com/en/corporate-governance.html
During the year, the Company has not granted any fresh Stock Options to the employees.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Therefore, the disclosure in AOC-2 is not applicable for the financial year 2016-17. The details of transactions with related parties are given in notes to the financial statements. All transactions with related parties were in the ordinary course of business and on an arm''s length basis. Details showing the disclosure of transactions with related parties as required under Ind AS-24 are set-out in the financial statements.
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
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees given, securities provided and investments made are provided in the notes to the 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 this 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 5 to the Board''s Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company being in the top 500 companies by market capitalization on National Stock Exchange of India Limited and BSE Limited as on 31st March, 2017, is required to give a ''Business Responsibility Report'' (BRR) in the Annual Report. As a Green Initiative, BRR has been hosted on Company''s website at the link http://www. renukasugars.com/en/corporate-governance.html A physical copy of the BRR will be made available to members on request.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return (MGT-9) of the Company is annexed herewith as Annexure 6 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, assess and reduce exposure to risks wherever possible. The Company''s Risk Management Policy is 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
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has in place a Whistleblower Policy/Vigil Mechanism to deal with unethical behavior, victimization, fraud and other grievances or concerns of directors and employees. The Whistleblower Policy can be accessed on the Company''s website at the link 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
6 Redressal) Act, 2013 ("the 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.
MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE - Update on Brazil operations :
The Company''s Brazilian subsidiary viz., Shree Renuka Do Brasil Participacoes Ltda (SRDBPL) together with all of its subsidiaries (collectively ''Renuka Brazil''), had on 28th September, 2015, filed for protection under Judicial Recovery Law (Law 11.101/2005-Recuperagao Judicial) in the designated court in the capital of the state of Sao Paulo. In July 2016, the designated court had approved the Re-organization Plan of one of the subsidiaries of the Company at Brazil viz., Renuka Vale do Ivai S/A (Renuka VDI). In June 2017, Renuka VDI filled an amendment to the judicial reorganization plan before court. On 14th July, 2017, a petition was filed by Renuka VDI requesting the convening of a new General Creditors'' Meeting to 26th September, 2017 (1st call) and 10th October, 2017 (2nd call). The meeting is suspended till 12th December, 2017.
In case of another Brazilian subsidiary viz Renuka Do Brasil S/A (RDB), auction notices for sale of UPI Revati were published in July, 2017 in the newspapers and the auction was scheduled on 4th September, 2017. However, on 1st September, 2017, Supreme Court of Sao Paulo granted injunction to Banco Nacional do Desenvolvimento (BNDES Bank) appeal to suspend the Amended RJ Plan and its effects. The Amended RJ Plan is suspended until this moment. The Company is making efforts to get the injunction lifted.
- Debt Restructuring Plan:
The Company has executed a binding investment agreement on 27th July, 2017 with Wilmar Sugar Holdings Pte Ltd (WSH) and is in the process of implementing a Debt Restructuring Package which would, amongst other things, entail the following:
- WSH making an additional investment of '' 783.96 Crores in the Company for the purpose of up-front repayment and settlement of part of the Debts and to fund working capital requirements of the Company;
- lenders converting part of the Debts into equity shares and convertible securities of the Company;
- waiver of part of the Debts; and
- restructuring of the remaining Debts through changes in the repayment terms on the terms of a restructuring package.
The Company hopes that this exercise, once completed, would significantly pare its debt burden and interest cost in India and would also free the Company of all guarantees and obligations related to its overseas subsidiaries.
The Restructuring Package would be subject to the necessary regulatory approvals and final sanctions from the banks.
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:
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
- 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,
Vidya Murkumbi
Chairperson
13th November, 2017,
Mumbai
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
Sep 30, 2010
The Board of Directors is pleased to present the Fifteenth Annual
Report of your Company together with the audited financial statements
for the year ended September 30, 2010.
FINANCIAL RESULTS
(Rs. in Million)
Particulars 2009-10 2008-09
Revenues 55,979 22,398
profit before financial expenses and 7,246 3,685
depreciation
Financial expenses 825 884
Depreciation and amortisation 815 625
profit before provision for tax 5,606 2,176
Provision for taxation :
- Current 943 341
- Deferred tax 560 400
- Wealth Tax 1 -
Less: Prior period adjustments 1 -
Net profit 4,101 1,435
Less: Brought forward loss on amalgamation 39 -
of subsidiaries
Profit brought forward from the previous year 1,129 685
Profit available for appropriation 5,191 2,120
Transfer to General Reserves 1,000 500
Transfer to Debenture Redemption Reserve 120 120
Dividend on equity shares 671 317
Dividend tax 111 54
Retained in the profit & Loss Account 3,289 1,129
OPERATING HIGHLIGHTS
The Company achieved turnover of Rs. 55,979 Million for the year ended
September 30, 2010 as against Rs. 22,398 Million of the previous year,
registering a growth of 150%. EBITDA for the year under review stood at
Rs. 7,246 Million compared to Rs. 3,685 Million of the previous year, a
strong growth of 97%. Net profit increased substantially by 186% to
Rs. 4,101 Million from Rs. 1,435 Million of the previous year. Analysis
of operating performance is covered under "Management Discussion and
Analysis" which forms part of this Report.
AMALGAMATION
During the year under review two wholly owned subsidiaries of the
Company viz. Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd have
been amalgamated with the Company (Shree Renuka Sugars Ltd). In terms
of the above Scheme all assets, liabilities, rights, licences,
permissions etc. of Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd
stands transferred to and vested in Shree Renuka Sugars Ltd from April
1, 2009 being the appointed date. As from December 10, 2010 being the
effective date of the Scheme, Godavari Biofuel Pvt Ltd and Ratnaprabha
Sugars Ltd stands dissolved without winding up.
DIVIDEND
The Board of Directors at its meeting held on September 28, 2010
declared 100% interim dividend i.e. Rs. 1/- per equity share having
face value of Rs. 1/- each. The total dividend pay-out for the
financial year 2009-10 (including dividend distribution tax) was Rs.
781,724,070/-. The said dividend was paid on October 11, 2010.
Your Directors have taken a decision to treat the interim dividend as
fnal dividend for the financial year 2009-10.
TRANSFER TO RESERVES
The Company has transferred Rs. 1,000 Million to the General Reserves
and an amount of Rs. 120 Million to the Debenture Redemption Reserve
out of the amount available for appropriation. An amount of Rs. 3,289
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").
FURTHER ISSUE OF CAPITAL
During the year the Company had issued and allotted 18,000,000 fully
paid-up equity shares of Rs. 1/- each at a price of Rs. 114.37,
aggregating to Rs. 2,058.66 Million to Promoters, in accordance with
SEBI guidelines, on preferential basis, consequent to the exercise of
warrants issued to them.
BONUS ISSUE
The members at the last Annual General Meeting of the Company approved
issue of Bonus shares in the ratio of 1:1. Accordingly, the Company
issued and credited 334,900,000 equity shares to all those members
whose names appeared as on March 17, 2010, being the Record Date fixed
for ascertaining entitlement for Bonus Issue.
STRATEGIC ACQUISITIONS AND DEVELOPMENTS
In March 2010, the Company completed acquisition of Renuka Vale Do IvaÃÂ
S/A (VDI) formerly Vale Do IvaàS/A Açúcar E Ãlcool, a Brazilian sugar
and ethanol production company located in Parana state of Brazil.
Pursuant to the above acquisition, VDI has become a wholly owned
subsidiary of the Company. The acquisition includes two sugar and
ethanol production facilities located in the Southern State of Parana
with a combined crushing capacity of 3.1 Million tons per annum.
In July 2010, the Company completed its second Brazilian acquisition by
acquiring a controlling stake of 50.34% in Equipav S.A. Açúcar e Ãlcool
("Equipav AA") which has been renamed as "Renuka do Brasil S/A (RdB)".
RdB consists of two very large and modern sugar/ethanol mills with
integrated co-generation facilities in Sao Paulo state in Southeast
Brazil having a combined cane crushing capacity of 10.5 Million tons of
cane per annum (44,400 TCD). In addition, RdB has a co-generation
capacity of 203 MW. Cane supply comes from the cultivation of about
115,000 Ha of land of which nearly 2/3rd is cultivated by the RdB with
very high level of mechanisation for both planting and harvesting. The
mills have easy access to the main ports of Santos and Paranagua, which
provides logistic benefits to RdB.
Above acquisition in Brazil has transformed your Company from a local
player to a global player in sugar and ethanol sectors, having a
substantial presence in the largest ethanol and sugar markets of the
world and making it one of the largest sugar company in the world.
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
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.
The Company has been granted exemption under Section 212(8) of the Act
for the year ended September 30, 2010 by the Ministry of Corporate
Affairs from attaching to its Annual Report, copies of the Balance
Sheet, profit & Loss Account, Report of the Board of Directors and the
Auditors and other documents required to be attached under Section
212(1) of the Act, of all its subsidiary companies. Accordingly, the
said documents are not attached with the Balance Sheet of the Company.
A statement containing brief financial details of each of the
subsidiary companies is included in the Annual Report, in terms of the
exemption letter. 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 at the registered office of the respective subsidiary
companies. 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.
OTHER SIGNIFICANT DEVELOPMENTS
During the year, the Company has received Letters of Intent for supply
of 118 Million litres of Ethanol to the Oil Marketing Companies (Indian
Oil Corporation, Hindustan Petroleum Corporation Ltd, Bharat Petroleum
Corporation Ltd) for states of Karnataka, Andhra Pradesh, Kerala, Goa
and Maharashtra for a period of one year.
A new standalone sugar refnery with refning capacity of 3,000 TPD at
Kandla, West Coast of India is under implementation and expected to be
operational in April 2011.
During the year, the Company has increased its stake in National
Commodity & Derivatives Exchange Ltd (NCDEX) from 5% to 12.5%.
DIRECTORS
Mrs. Vidya Murkumbi, Mr. Sidram Kaluti and Mr. Nandan Yalgi, Directors
of the Company retire by rotation and being eligible offer themselves
for re-appointment at the ensuing Annual General Meeting.
During the year Mr. Nitin Puranik, Whole- Time Director, resigned from
the office of Director and Mr. G. K. Sood vacated the office of
Director pursuant to the provisions of Section 260 of the Act. The
Board place on record its appreciation for the valuable services and
guidance rendered by them during their tenure as Directors 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. Certifcate from the said
Auditors has been obtained to the effect that their re-appointment, if
made, would be within the limits specifed under Section 224 (1B) of the
Act.
The Auditors Report to the members on the Accounts of the Company for
the year ended September 30, 2010 does not contain any qualifcation.
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
confrm that:
a) in the 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 Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at September 30, 2010 and of the profit & Loss of the
Company for the year ended on that date;
c) the Directors have taken proper and suffcient 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;
d) the Directors have prepared the annual accounts on a "going concern"
basis.
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.
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 is annexed hereto.
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
The Companys HR policies and procedures are designed to recruit and
retain the best talent to support the growth momentum of your Company
to align the interest of employees with those of the Company and to
provide them with an opportunity to share the growth of the Company as
also to foster long-term commitments, Stock Options are granted by the
Company. The Company granted 9,523,840 options under the Companys
Employee Stock Option Scheme - 2006 to eligible Employees/Directors.
The necessary disclosures as stipulated under the SEBI Guidelines are
given in Annexure to this Report. The Company intends to implement
Employee Stock Option Plan à 2011 to its eligible Employees/Directors
as well as that of its holding and subsidiaries for which approval of
members is being sought at the ensuing Annual General Meeting.
ACKNOWLEDGEMENTS
Your Directors wish 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
fnally to all its members for their trust and confdence reposed on us
and look forward to their continued support at all times. Your
Directors wish to place on 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.
On Behalf of the Board of Directors
Mumbai Vidya Murkumbi
February 11, 2011 Executive Chairperson
Sep 30, 2009
The Directors are pleased to present the 14th Annual Report of the
Company together with the audited financial statements for the year
ended September 30, 2009. Your directors take great pleasure and feel
immense pride to mark with the completion of highly successful journey
of 10 years from our first cane crushing operations at our plant in
Munoli (Unit#1), near Belgaum, on November 22, 1999. We commenced our
journey with 2,500 TCD of sugar crushing capacity and are now a company
with production of 1.01 mn Tons.
Financial highlights (Rs. in mn)
Particulars 2008-09 2007-08
Revenues 22,398 18,151
Profit before financial expenses
and depreciation 3,685 2,180
Financial expenses 884 678
Depreciation and amortization 625 365
Profit before provision for tax 2,176 1,137
Provision for taxation :
- Current 341 132
- Deferred tax 400 259
Net Profit 1,435 746
Add: Excess provision for
epreciation written back - 182
Profit brought forward 685 327
Profit available for
appropriation 2,120 1,255
Transfer to General Reserves 500 500
Transfer to Debenture
Redemption Reserve 120 -
Dividend on equity shares 317 60
Dividend tax 54 10
Balance carried over 1,129 685
Operational highlights
The total turnover of the Company for the year ended September 30, 2009
stood at Rs. 22,398 mn as against Rs. 18,151 mn for the previous year
ended September 30, 2008, thereby recording a growth of 23%. The
Company has reported an EBITDA of Rs. 3,685 mn compared with Rs. 2,180
mn for the previous year ended September 30, 2008, recording a
healthier growth of 69%. The bottom line growth clocked 92% at Rs.
1,435 mn during the year from Rs. 746 mn in the previous financial year
ended September 30, 2008. Volume led growth, segment wise growth of
revenue, revenue from exports and other detailed analysis of operations
are discussed in the Management Discussion and Analysis forming part of
this Annual Report.
Dividend
The Board of Directors in its meeting held on September 30, 2009 had
declared 50% interim dividend i.e. Re. 0.50 per equity share of Re. 1/-
each. The Board also declared in that meeting 50% one-time special
dividend i.e. Re. 0.50 per equity share of Re. 1/- each to mark the
completion of 10 years of commercial production. The total dividend
pay-out for the financial year 2008-09 (including dividend distribution
tax) is Rs. 371 mn. The above interim dividend aggregating to 100% i.e.
Re. 1/- per equity share of Re. 1/-, declared and paid is to be
confirmed by members in the ensuing Annual General Meeting. The Board
of Directors has decided to consider the interim divided as dividend
for the financial year 2008-09.
Transfer to Reserves
The Company has transferred Rs. 500 mn to the General Reserves and an
amount of Rs. 120 mn to the Debenture Redemption Reserve out of the
amount available for appropriation. An amount of Rs. 1,129 mn is
proposed to be retained in the Profit & Loss Account.
Deposits
The Company has not accepted any public deposits and, as such, no
amount of principal or interest on public deposits was outstanding as
on the date of Balance Sheet.
Further Issue of Capital
To meet the fund requirements entailed by the strong growth potentials,
the Company issued 36,936,840 equity shares of Re.1/- each to Qualified
Institutional Buyers at a price of Rs. 137/- including a premium of Rs.
136/- each fully paid-up in accordance with the statutory provisions
including SEBI (Disclosure and Investor Protection) Guidelines, 2000
and the approval of members accorded in the Extraordinary General
Meeting of the Company held on August 27, 2008.
Further the Company has allotted 4,000,000 equity shares of Re.1/- each
at a price of Rs. 62.57 including a premium of Rs. 61.57 each fully
paid-up, consequent to the exercise of the option of conversion of
4,000,000 warrants, in accordance with SEBI Guidelines, on preferential
basis.
The above issues of shares have resulted in an increase in the paid-up
equity share capital of the Company from Rs. 275,963,160 to Rs.
316,900,000 consisting of 316,900,000 shares of Re. 1/- each.
Bonus issue of shares
With a view to share the prosperity of the Company with its
shareholders, your Directors are pleased to recommend issue of bonus
shares in the ratio of one fully paid equity share of Re.1/- each for
every one fully paid equity share held in the Company. The issue of
bonus shares shall be subject to the approval of shareholders at the
ensuing Annual General Meeting of the Company. On approval by the
shareholders, bonus shares will be issued to those members whose names
appear as on Record Date, to be fixed by the Board.
Strategic acquisition in Brazil
The Company has entered into Definitive Agreements for acquisition of
Vale do IvaàS.A. Açúcar e Ãlcool (ÃVDIÃ), a Brazilian sugar and
ethanol production company. The acquisition includes two sugar and
ethanol production facilities located in the Southern State of Parana
with a combined cane crushing capacity of 3.1 mn Tons per annum.
Brazil is the largest and among the lowest-cost producers of sugar in
the world with strong growth potential in the medium and long-term. The
global trade and imports into Asia are, in particular, significantly
dependent on production surplus of sugar in Brazil. In addition, the
area around India which is the Middle-East, South-Asia, East-Africa and
Southeast-Asia are competitively covered distance wise from our two
refineries in India. Hence, the Brazilian acquisition will make
significant value additions to the Company in terms of long term
viability.
Other significant developments
Athani plant: During the year, 180 KLPD distillery was made
operational. The sugar manufacturing capacity of Athani plant was
enhanced to 8,000 TCD from 6,000 TCD. Expansion of refinery is
projected to complete by February 2010 which will enhance the capacity
by 1,000 to 2,000 TPD.
Havalga plant: 25.5 MW co-generation facility and a 210 KLPD distillery
became operational during the year. The installed and utilised capacity
of sugar manufacturing unit is enhanced to 8,000 TCD from 4,000 TCD. A
new refinery with a refining capacity of 1,000 TPD is under
construction and projected to start its operation by February 2010.
During the year the Company commissioned 30MW bagasse based power
project situated at Panchganga in the State of Maharashtra. With
commissioning of Panchganga co-generation power project, the exportable
power capacity of the Company increased to 95 MW.
During the year, the Company commenced the operation at Raibag SSK a
leased plant with 2,500 TCD cane crushing facility.
During the year the Company has also acquired a strategic 5% stake in
National Commodity & Derivatives Exchange Limited (NCDEX).
Subsidiary Companies and Consolidated Financial Statements
The Company had 9 subsidiaries in the beginning of the year viz.,
Renuka Commodities DMCC, Shree Renuka Biofuels Holdings (FZE), Shree
Renuka Energy Limited, Shree Renuka Agri Ventures Limited, KBK Chem
Engineering Private Limited, Godavari Biofuels Private Limited,
Ratnaprabha Sugars Limited, Shree Renuka Southern Africa Holdings
(FZC), Renuka Energy Resource Holdings (FZE).
During the year the Company has set up Shree Renuka Global Ventures
Limited in the Republic of Mauritius to facilitate its efforts to
explore the business at global level. The Company has also set up SRSL
Ethanol Limited as its subsidiary for setting-up an integrated sugar
and ethanol plant at Nandur, Maharashtra. During the year, the Company
acquired majority stake in Gokak Sugars Ltd, with its 2,500 TCD sugar
manufacturing unit and 14MW co-generation power plant at Kolavi village
of Belgaum district in Karnataka. The Company acquired a ready to
commission 30MW co-generation power project at Panchganga in
Maharashtra and other co-generation projects which were under
development from Shree Renuka Energy Limited. Since the complete
co-generation assets had been transferred to the Company, the equity
stake held by the Company in Shree Renuka Energy Limited was divested
and that company ceased to be the subsidiary of the Company.
Consequently, Renuka Energy Resource Holdings (FZE) Sharjah, a
subsidiary of Shree Renuka Energy Limited also ceased to be the
subsidiary of the Company.
Ratnaprabha Sugars Ltd and Godavari Biofuels Pvt. Ltd., wholly owned
subsidiaries of the Company are proposed to be amalgamated into the
Company to achieve better synergies and avoid duplication of
administrative expenditure.
In accordance with the Accounting Standard AS-21 on consolidated
financial statements, your Directors have pleasure in attaching the
consolidated financial statements, which form part of this Annual
Report. These consolidated financial statements provide financial
information about your Company and its subsidiaries as a single entity.
The Company has obtained approval from the Ministry of Corporate
Affairs under Section 212(8) of the Companies Act, 1956, (the Act) for
exempting the Company from attaching to its Annual Report, the copies
of the Balance Sheets, Profit & Loss Accounts, Directorsà Reports and
Auditorsà Reports and other documents required to be attached under
Section 212(1) of the Act, of all its subsidiary companies.
Accordingly, the said documents are not attached to the financial
statements of the Company. A gist of the financial performance of the
subsidiaries is given in this Annual Report. The annual accounts of the
subsidiary companies and the related detailed information will be made
available to the investors of holding and subsidiary companies seeking
such information at any point of time. The annual accounts of the
subsidiary companies will also be kept for inspection by any investor
in the registered office of the Company and that of subsidiary
companies concerned.
Directors
Mr. Nitin Puranik, Mr. S. K. Tuteja, Mr. Robert Taylor and Mr. J. J.
Bhagat 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 September 30, 2009, appointed Mr. G.
K. Sood as Additional Director & Whole Time Director of the Company.
Mr. G. K. Sood has been in the employment of the Company since April
2008. In terms of the provisions of Section 260 of the Companies Act,
1956, Mr. G. K. Sood would hold office up to the date of ensuing Annual
General Meeting. The Company has received notice proposing the
candidature of Mr. G. K. Sood for the office of Director of the Company
in terms of the provisions of Section 257 of the Act and the Board
recommends his appointment.
Mrs. Vidya Murkumbi was reappointed as Executive Chairperson of the
Company for further period of five years in the Board Meeting held on
January 30, 2009. Mr. Nandan Yalgi was also reappointed as Whole Time
Director designated as ÃDirector - Commercialà for a term of five years
in the Board Meeting held on July 21, 2009. Mr. Nitin Puranik was
reappointed as Executive Director in the Board Meeting held on January
25, 2010 for further period of three years effective from April 20,
2010. The Board in its meeting held on April 27, 2009 approved the
upward revision in the remuneration payable to Mr. Narendra Murkumbi,
Vice
Chairman & Managing Director, considering his performance, leadership,
vision and the financial position of the Company. All the
reappointments and revision of remuneration is made on specific
recommendations of the Remuneration Committee and are subject to
approval of shareholders in the forthcoming Annual General Meeting.
The details of reappointments and amendments to terms and conditions
are given in the explanatory statement to the Notice of the Annual
General Meeting.
Brief resume of the above Directors, nature of their expertise in
specific functional areas, names of companies in which they hold
Directorships /Chairmanships of Committees of the Board as stipulated
under Clause 49 of the Listing Agreement with the stock exchanges are
given in the Section on
Corporate Governance, elsewhere in the Annual Report.
Employees Stock Option Scheme
The grant of stock options to employees is a mechanism to align the
interest of employees with those of the Company, to provide them with
an opportunity to share the growth of the Company and also to foster
long-term commitment. Employees Stock Option Scheme (ESOP) was
approved and implemented by the Company and options were granted in
accordance with Securities and Exchange Board of India (Employees Stock
Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.
The Remuneration/ Compensation Committee, constituted by the Company
administers and monitors the scheme.
The applicable disclosures as stipulated under the SEBI Guidelines as
at September 30, 2009 are as under :
Particulars Scheme 1* Scheme 2
a) Options granted 2,119,000 2,000,000
b) The pricing formula Prevailing market price as Prevailing market
price as on the date of grant on the date of grant
c) Options Vested Nil Nil
d) Options exercised Nil Nil
e) Total number of shares arisen as a result of exercise of Options Nil
Nil
f) Options lapsed Nil Nil
g) Variation in terms of options Nil Nil h) Money realized by exercise
of Options Nil Nil i) Total number of Options in force 2,119,000
2,000,000 j) Employee wise details of Options granted to :
(i) Senior Management Personnel : Mr. Shripad Nerlikar - 100,000 Mr.
Shripad Nerlikar - 60,000
Mr. K. K. Kumbhat - 100,000 Mr. K. K. Kumbhat - 100,000
Mr. S. K. Maheshwari - 150,000
(ii) Any other employee who received a grant in any one year of Mr.
Robert Taylor à 200,000 Nil options amounting to 5% or more of options
granted during Mr. G. K. Sood à 150,000 that year
(iii) Identified employees who were granted Options, during any Nil Nil
one year, equal to or exceeding 1% or more of the issued capital of the
Company at the time of the grant.
k) Diluted Earnings per share (EPS) before exceptional items pursuant
NA NA to issue of shares on exercise of options.
* after adjusting for split
The exercise price of the above schemes is the market price prevailing
as on the date of grant and the taxes as may be applicable will be
borne by the respective employees of the Company. Hence, the issuance
of options does not and the consequent exercise of options will not
affect the profit and loss account of the company.
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 at the Annual General Meeting held
on 28th December, 2006. The Certificate will be placed at the Annual
General Meeting for inspection of members.
Human Resources
We recruit skilled and unskilled workers from nearby locations to our
manufacturing facilities. We do not have workersà unions at our owned
or leased facilities. We believe in maintaining good relationships with
our workers. Our Company has taken an LIC Group gratuity scheme for our
employees. We have a policy to provide the necessary training to new
employees and workers. We view this process as a necessary tool to
maximise the performance of our employees.
Shree Renuka Sugars Employee Welfare Trust was formed with the sole
intention of assisting all workers and employees with receiving a
better livelihood. The continuous efforts of the trust have resulted in
our excellent industrial relations and there have been no reported
strikes or closures during the year.
Recruitment
We believe that our employees are the major contributors to our
business. A structured orientation programme is conducted for all new
employees of the Company for the respective responsibilities. We
recruit the technical personnel based on their experience and a good
track record of performance. Similarly technicians and operatives with
good work experience in the industry are considered. We normally
recruit staff through advertising, consultants or by references from
existing employees.
Training and Development
We place special emphasis on the training of our employees to enable
them to develop their skills and to meet changing requirements. We
focus on an initial learning programme for our trainees as well as
continuous learning programmes for all our employees. The strategy
observed for training of employees is to identify the training needs of
the employees based on their competency profile.
Our key objective is to provide training to all employees at regular
intervals and key focus areas of training are technology, quality,
information technology and leadership development. Our Company sponsors
and encourages our employees to attend seminars and conferences. To
achieve the objectives in the most efficient manner, we conduct regular
appraisals of employees with a view to (i) identifying training needs,
(ii) performance appraisal, and (iii) career planning. We regularly
sponsor our engineers, chemists, and other employees for various
advanced courses in sugar engineering, sugar technology and alcohol
technology at the Vasantdada Sugar Institute, Pune.
Auditors and Auditorsà Report
M/s Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore,
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are recommended for re-appointment.
Certificate from the 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, 1956.
The Auditorsà Report to the shareholders for the year ended September
30, 2009 does not contain any qualification and therefore does not call
for any explanation/comments.
Directors Responsibility Statement
The Board of Directors in terms of Section 217 (2AA) of the
Act states that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at September 30, 2009 and of the Profit and 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 Act 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 Ãgoing concernÃ
basis.
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.
Corporate Governance
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance stipulated
in Clause 49 of the Listing Agreement have been complied with. A
separate Report on Governance along with the Auditorsà Certificate on
its compliance, forms part of this Report and is annexed hereto.
Particulars of employees
In terms of the provisions of Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975 as amended, the names
and other particulars of the employees are set out in the annexure to
the Directorsà 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 and others entitled thereto. Any
member interested in obtaining such particulars may write to the
Company Secretary at the registered office of the Company.
Acknowledgements
Your Directors wish to place on record their sincere appreciation for
the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities, Customers, Vendors and
cane growers and finally to all shareholders for their trust and
confidence reposed in the Company. The Directors also express their
deep sense of appreciation for the committed services of the
executives, staff and workers of the Company.
On Behalf of the Board of Directors
Mumbai Vidya M. Murkumbi
January 25, 2010 Executive Chairperson