SRS Annual Report 2018-19
SRS Annual Report 2018-19
SRS Annual Report 2018-19
Working towards
a sustainable
future
Annual Report 2018-19
Contents FY19
Corporate Overview A Year of Transformation
Corporate Identity 2
Letter to the Shareholders 6
Business Model 8
Operating Revenue (` Crore)
Key Performance Indicators 10
Our Turnaround Story
About the Brand
Upcoming Plans
12
14
15
4,296.86
Corporate Information 16
EBITDA (` Crore)
Statutory Reports
Financial Statements
Earnings per Share (`)
STANDALONE
Independent Auditors’ Report
Balance Sheet
76
84
(1.99)
against (29.63) p.y.
Statement of Profit and Loss 85
Statement of Changes in Equity 86
Cash Flow Statement 87
Notes to Financial Statements 88
Improved Credit Rating
CONSOLIDATED (ICRA) BBB+
Independent Auditors’ Report 132
Balance Sheet 140
from (ICRA) D
Consolidated Statement of Profit and Loss 141
Consolidated Statement of Changes in Equity 142
Consolidated Cash Flow Statement 143
Cane crushed (MT)
Notes to Consolidated Financial Statements 144
528.6
plans and assumptions. We have tried wherever possible to
identify such statements by using words such as ‘anticipate’,
‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’,
and words of similar substance in connection with any 115% increase y-o-y
discussion of future performance. We cannot guarantee
that these forward-looking statements will be realised,
although we believe we have been prudent in assumptions.
The achievement of results is subject to risks, uncertainties and
even inaccurate assumptions. Should known or unknown risks
or uncertainties materialise or should underlying assumptions
prove inaccurate, actual results could vary materially from
those anticipated, estimated or projected. Readers should bear
this in mind. We undertake no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Sustainable development is the need of the hour.
An increasing number of organisations are realigning
their processes to minimise environmental damage and
developing products such that the needs of the future
generations are not compromised.
Corporate Identity
Vision
To be among the top three
integrated sugar and ethanol
companies in the world by
harnessing our strengths and
realising synergies through our
global presence.
Core strengths
• We are present in one of the
world’s largest sugar‑producing
and consuming region,
leveraging information flows for
sustainable growth
• Our Indian operations are
conducted across southern
and western parts of the
country (where there is higher
recovery rate for sugarcane
compared with those of other
sugarcane-growing regions)
• Our strategically located
port-based refineries in India help
us cater to the markets in South
Asia and the Middle East
• We are the largest supplier
of ethanol to oil marketing
companies in India
• Madhur is very well established in
India, particularly in the western
and southern regions
Geographical
presence
Kandla
Haldia
Pathri
Khopoli
Ajinkyatara
Athani
Panchaganga Havalga
Raibag Munoli
Sugar Unit
Refinery
Power plant
Distillery
300 KLPD
Business Verticals
S UG A R ET H ANO L
Divisional revenue (` Crore) Divisional revenue (` Crore)
3,689.37 528.63
77.16% Contribution to total revenue 11.06% Contribution to total revenue
Organic Manure
We try and utilise all by-products of our sugar
manufacturing process. The press mud/filter cake
obtained as waste is mixed with effluents from our
distillery operations to manufacture organic manure,
which is eco-friendly as well as cost-effective than
chemical fertilisers.
404.49
Panchaganga, Ajinkyatara units. that uses bagasse,
the by-product from our sugar manufacturing process
to produce power while the power plants at Haldia and
Kandla run on coal. We produce 567 Million Kwh of power,
8.46% Contribution to
49% of which is consumed for captive consumption which
total revenue
powers all our plants and the remaining power is sold to
the state electricity grid. Most of our cogeneration process
is based on renewable energy, which provides a significant
reduction in GHG emissions.
Milestones
REVI EW OF FY2 0 1 8 - 1 9
Renuka had a good financial year 2019.
The performance of the Company was much
superior to previous years' both in crushing,
Dear Shareholders,
refining and ethanol production. We crushed
FY19 has been an extremely eventful year for India’s economy as 41.89 million metric tonnes of cane in the year
well as the sugar sector. Despite the global slowdown, India’s GDP under review as compared to 31.62 million
still grew at 6.8% in FY2018-19. The business environment was metric tonnes in FY2017-18. Our refinery
stable and shall continue such with the re-election of the existing operations in Kandla grew by 20 bps y-o-y.
Government with a huge majority. Policy deviations are expected The refinery refined 1.1 million metric tonnes
to be consistent and the same agenda of growth is likely to of raw sugar in FY2018-19 as compared to 0.83
continue. The disruptive decision of implementing 'one nation million metric tonnes in FY2017-18. This is
one tax initiative', the Goods and Services Tax, overcame its the highest quantity of sugar refined since the
initial hiccups and has strengthened the nation’s fundamentals. inception of the plant. We produced 121,129
The monetary disruption due to demonetisation in the previous kilo litres of ethanol in the year under review as
fiscal has also been contained. compared to 75,277 kilo litres in FY2017-18.
Our Company also showed a robust commercial encouraging mills to create additional distillery capacities
performance. Our refinery gross margins by announcing soft loans at subsidised interest rates worth
improved from 9.81% to 18.2% year-on-year. almost C10,500 Crore.
Our distillery margins were at 40.5% with
OP TI MI S TI C AB OU T A S U S TAI NAB LE G ROW TH
the robust government support and our
ethanol production was also up by 61%. Sugar being an agro-based industry receives good
Renuka’s Madhur brand, the flagship sugar brand support from the Government policies. We have
in India, increased its market reach with wider aligned our growth strategy in line with the nation’s
distribution in Haryana, Madhya Pradesh, Andhra objective by growing further in the areas of ethanol
Pradesh, Telangana and Punjab. Plans are afoot manufacturing and distribution. We have leveraged the
to grow Madhur in newer geographies with ethanol-friendly policies of the Government and are
a steep curve. planning to grow our ethanol production capacities from
930 KLPD to 1020 KLPD.
PE R SPEC T IV E ON T H E U P COM I N G
FI SC AL We are also actively conducting numerous cane
development activities such as enlightening our growers
In the coming year, sugar production could
of the new methods of cane plantation and irrigation,
reduce due to dry weather and lower water
and providing them with pesticides, organic manure and
availability in parts of Maharashtra and
crops at subsidised rates. We also encourage farmers to
Karnataka. It is estimated that sugar production
develop model plots on their farms to propagate the idea
may fall from 33.2 million metric tonnes to
of growing numerous seasonal crops in the fields along
28.2 million metric tonnes in 2020, a reduction
with cane for additional gains and the sustainability of
of 19.6% year-on-year. However, with huge
their livelihoods.
opening stock of 14.5 million metric tonnes in
the FY 2019-20 season as against a normal stock Our cogeneration activities testifies our drive towards
requirement of 5 million tonnes, surplus shall ensuring a sustainable future for our Company. We are
continue to put pressure on the market. I expect producing green energy from bagasse and using it
the drive towards exports to continue and the captively to power our operations. We sell leftover power to
ethanol blending programme to keep gaining the state electricity grid.
momentum due to the push on maximising
I personally believe that India’s sugar sector is set on a
production of ethanol from B-molasses and
path of growth. With changes in sectoral strategy and
sugarcane juice. We also believe that the
favourable Government initiatives, we are looking at
Government shall continue with Minimum Sugar
exciting times ahead. We will continue to leverage our
Prices policy to arrest any scope of downward
core competencies and create value for our shareholders
spiral of sugar prices in this sectoral glut.
and continue our journey of growth towards a
H ALT IN G T H E U N E N D I N G C YC L E sustainable future.
The sugar sector is highly cyclical. Lastly, I want to thank all our stakeholders who have been
Currently, with the development of new supporting us during our good and bad times and have
cane-growing techniques and the availability been part of this eventful journey with us.
of superior cane varieties and fertilisers, there
Warm regards,
has been continuous surplus cane production
in the nation. To break this excess production, Atul Chaturvedi
the Government is undertaking various steps Executive Chairman
to ensure all the industry stakeholders remain
profitable. One such step is the updated National
Policy on Biofuels-2018, which envisages a
target of 20% blending of ethanol in petrol
by 2030. The policy has widened the scope of
diverting sugar stocks for ethanol procurement.
The Government is taking numerous steps to
bring about this change in the sector such as
increasing ethanol prices, allowing the use of
B-heavy molasses for ethanol manufacture and
Business Model
INTELLEC TUAL Consists of intangible assets SOCIAL AND The ethical relationship
CAPITAL such as the value of our RELATIONSHIP we maintain with our
brand, the accumulated CAPITAL stakeholders – customers,
technical knowledge and shareholders/investors,
our ability to innovate in suppliers, regulatory bodies,
the development of new society and government.
products, services, and This capital shows our
technologies, aimed at the ability to share values and
perpetuity of our business improve individuals' and
collective well-being
Value created
Creating value for our • Maximising shareholder value
shareholders and other
• Sustained long-term business growth and profitability
stakeholders
Becoming a market • Increasing the scale of our operations depending upon the needs
leader in terms of our and demands of the market
scale and offerings
• Establishing strong brand equity and trust
Minimising our impact • Focusing on reducing airborne effluents formed as a result of our
on the environment manufacturing operations
• Continuing to maintain the environmental balance in the areas
around our manufacturing operations through Zero Liquid
Discharge (ZLD) and greenbelt initiatives
7,860.25
399.32
5,862.05 5,862.85 328.49
5,744.20
4,296.86 180.20
143.24
2015 2016 2017 (133.59) 2019
(2,982.14)
Key ratios
FINANCIAL RATIOS ( FY19 )
Raw material costs/ total turnover Interest/ total turnover Net profit/ total turnover
9.29% 167.26%
10 | Annual Report and Accounts 2018-19
Growth in
production
SUGARCANE CRUSHED ( LAKH TONNES ) SUGAR PRODUCED ( LAKH TONNES )
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
0.13% 0.75%
Working towards a sustainable future | 11
Shree Renuka Sugars Limited
32 % 33 %
Increase in sugarcane crushed Increase in sugar refined
61 % (ICRA) BBB+
Increase in ethanol production Improvement in rating from (ICRA) D
115 %
Increase in ethanol sales
Upcoming Plans
Through the Ethanol Blending Programme (EBP), the us was 11.322 Crore Litres. To capitalise on these existing
Government proposed blending of 20% ethanol with market opportunities from the growing importance of
petroleum by 2030. Ethanol blending has risen to a ethanol as well as to position ourselves favourably for the
record high of 6.2% in FY2019, but we still have a long upcoming growth of the distillery sector, we expanded
way to go to achieve the Government’s target blending our distillery capacities in the year under review with plans
percentage of 20%. to expand these capacities further in the coming fiscal.
The increase in capacities will be funded partly through
However, these figures are also proof of the vast
internal accruals and partly by procuring soft loans.
opportunity for sugar players like us. India’s EBP could be a
powerful tool to stabilise sugar prices and increase farmers’ We have also installed incineration boilers at our
income. It can further help to reduce India’s dependence distillery units which will increase the number of days of
on foreign crude oil. production of the distilleries leading to higher production.
At our Havalga unit, the capacity will increase from
In the year under review, the total quantity of ethanol that
210 KLPD to 300 KLPD in addition to the increase in the
was required by Oil Manufacturing Companies (OMCs) was
number of days of production.
329.261 Crore Litres out of which the quantity allocated to
Havalga Plant
Havalga Plant
Corporate Information
BOARD OF DIRECTORS AUDITORS
Mr. Atul Chaturvedi S R B C & Co LLP Chartered Accountants
Executive Chairman
Registered Office
(w.e.f. 02.07.2018 upto 29.09.18 & w.e.f. 30.10.2018)
2nd & 3rd Floor, Kanakashree Arcade,
Mr. Vijendra Singh CTS No. 10634, JNMC Road, Nehru Nagar,
Executive Director Belagavi-590010, Karnataka (w.e.f. 01.08.2019)
Mr. Surender Kumar Tuteja Corporate Office
Independent Director 7th Floor, Devchand House, Shiv Sagar Estate,
Dr. Annie Besant Road, Worli, Mumbai - 400 018.
Mr. Madhu Rao
Tel: 91-22-2497 7744/4001 1400
Independent Director
BANKERS
Mr. Dorab Mistry
Independent Director Axis Bank Ltd.
Exim Bank of India
Mr. Bhupatrai Premji
ICICI Bank Ltd.
Independent Director
IDBI Bank Ltd.
Dr. Bharat Kumar Mehta Kotak Mahindra Bank Ltd.
Independent Director State Bank of India
RBL Bank Ltd.
Mr. Jean-Luc Bohbot
Yes Bank Ltd.
Non-Executive Director
Bank of America
Mr. Stephen Ho Kiam Kong
Non-Executive Director
PLANT LOCATIONS (INDIA)
Mr. Narendra Murkumbi
Unit I: Munoli Sugar, Distillery, Cogeneration and
Non-Executive Director
Sugar Refinery Munoli, Taluka: Saundatti,
(w.e.f. 01.07.2018)
Dist: Belagavi, Karnataka
Ms. Priyanka Mallick
Unit II: Athani Sugar, Distillery, Cogeneration and
Independent Director
Sugar Refinery Taluka: Athani, Dist: Belagavi, Karnataka
(w.e.f. 08.02.2019)
Unit III: Havalga Sugar, Distillery, Cogeneration and
Mr. Rajeev Kumar Sinha
Sugar Refinery, Taluka: Afzalpur, Dist: Gulbarga, Karnataka
Additional Director (Nominee of IDBI Bank Ltd.)
(w.e.f. 06.08.2019) Unit IV: Raibag (Leased) Sugar Taluka: Raibag,
Dist: Belagavi, Karnataka
CHIEF FINANCIAL OFFICER
Unit V: Pathri Sugar Deonandra, Taluka: Pathri,
Mr. Sunil Ranka Dist: Parbhani, Maharashtra
(w.e.f. 03.05.2018)
Unit VI: Ajinkyatara (BOOT) Cogeneration, Shahunagar,
Shendre Tal/Dist: Satara, Maharashtra
COMPANY SECRETARY
Unit VII: Panchaganga (Leased, BOOT) Sugar &
Mr. Deepak Manerikar Cogeneration Ganganagar, Ichalkaranji, Taluka:
(w.e.f. 30.10.2018) Hatkanangle, Dist: Kolhapur, Maharashtra
Unit E1: Khopoli Ethanol Distillery Donvat,
Taluka: Khalapur, Maharashtra
Unit R1: Haldia Sugar Refinery & Cogeneration Kolkata,
West Bengal
Unit R2: Kandla Sugar Refinery & Cogeneration
Kandla, Gujarat
Management Discussion
and Analysis
Economic review (approximately 80% of the global production). It is currently
grown on numerous diversified agro-ecological zones
Global scenario
of 120 countries of the world with the leading producers
Following an encouraging beginning, global growth
being India, Brazil, China and Thailand, among others.
slowed considerably towards the second half of fiscal
Global sugar production for the Marketing Year (MY) 2019 is
2019, as macro headwinds became increasingly
likely to increase by 2 million tons to 181 million (raw value)
challenging. Global growth momentum moderated due
as higher production in Brazil and the European Union
to multiple factors such as escalating US-China trade
(EU) offset a decline in India. The world’s sugar demand is
tension, credit tightening in China and tepid growth in the
expected to rise on account of growth in markets such as
Eurozone, among others.
Egypt, India, Indonesia and Pakistan.
Worldwide growth remained strong, at 3.8% in the first
Countries producing sugarcane and beet
half of 2018, but declined to 3.2% in the second half
Source of sugar Sugarcane Beet Both
of the year [Source: International Monetary Fund (IMF)].
Total number of countries 70 40 10
The ripple effect is likely to spill over to the first half of
(Source: Investopedia)
2019 as well. Growth is likely to pick up in the second half
of 2019, reaching 3.3%, driven by significant monetary
Major sugar-producing nations
policy adjustments by major economies. However, several
downside risks may have a decelerating impact on global Brazil
growth, going forward. Brazil remains one the world’s largest sugar producers.
However, due to a long dry spell in the country, along
India
with ageing cane crop, sugar yields are estimated to
India’s growth rate moderated in FY 2018-19 to 6.8%
have declined, which lead to a reduction in production.
vis-à-vis 7.2% in FY 2017-18 due to sluggish growth
In the MY beginning April 2018 till March 2019, the
of agriculture and allied sectors, along with demand
cumulative volume of cane crushed declined by 3.9%,
slowdown and tepid private consumption. However, the
compared to the previous year. Also, Brazil produced more
government continued to usher in structural policy reforms,
ethanol than sugar.
which are expected to yield benefit to the economy in the
medium to long term. Thailand
Thailand produced record sugar levels in 2018, aided
Reforms such as a formalised tax structure, enhanced
by an expansion in acreage and favourable weather
focus on infrastructure creation and gradual reduction of
conditions. The country’s sugar consumption is marginally
short-term impact of Government reforms in the areas of
up on account of demand for direct sugar consumption
taxation etc., have strengthened the economy, catalysed
and food-processing. However, with the lowering of
domestic demand and improved growth prospects.
sugar prices globally, the nation is gradually shifting to
The government’s policy measures to bolster the investment ethanol manufacture.
climate and public consumption will bring the country back
China
on its steady growth trajectory. Income support to farmers,
Sugarcane accounts for 80% of sugar production in
hikes in the purchasing price of food grains and relief to
China and sugar from sugar beet make up the balance.
taxpayers earning less than `5 lakhs are likely to boost the
According to the China Sugar Association (CSA), the
household income of the rural population.
country’s sugar production is steadily declining. The nation
India also has an opportunity to strengthen its recent produced 2.63 MT of sugar in January 2019, which is 6%
economic gains by initiating more integration in the global lower than the 2.8 MT produced in the same period last year.
value chain. Factors such as a young working population,
European Union (EU)
improving business climate and renewed focus on export
Post the abolition of sugar quotas in the EU, 2018 was the
expansion would support this opportunity.
first year, when sugar production increased by an average
20% vis-à-vis the previous years. However, in the current
Global sugar sector
sugar season of FY 2018-19, the plantation trend of sugar
Globally, sugar is manufactured from both sugar beet beet indicates a decline, resulting from a price slump.
and sugarcane, with sugarcane as the major contributor
Government policies aiding domestic sugar comprise the implementation of Minimum Support Price
industry (MSP) for the cane, providing loans to mills to repay farmer
arrears in times of distress, implementation of sugar quota
India’s sugar industry, an important agro-based sector,
for internal consumption and export and encouraging
impacts the livelihood of about five crore sugarcane
research and development.
farmers and around five lakh workers directly employed
in sugar mills. This sector enjoys extensive focus from Some of the more recent initiatives undertaken by the
the government owing to its deep and wide-ranging Government of India comprise:
socio-economic impact.
• The government has fixed the sugar MSP at `31 per kg.
The Government of India and state governments have been
• For FY 2017-18, an assistance of `5.50 per quintal
very supportive in their policies to help the sugar sector
of cane crushed was announced, amounting to
and the cane grower community. Some of the policies
`1,540 Crore to mills. This has been raised to `13.88 Business highlights
per quintal for FY 2018-19, costing `4,100+ Crore
Operational
to the exchequer.
• In FY19, we crushed 4,189,590 MT of sugarcane, a
• Around `1,200 Crore was allocated for the creation 32% increase from 3,162,820 MT crushed during
of 30 lakh tonnes of buffer stock of sugar. The Centre the previous year.
asked mills to export 5 lakh tonnes of sugar during MY
• Total recoverable sugar (yield) per MT of sugarcane
2018-19 by compensating them for the expenditure
improved from 11.03% in FY18 to 11.34% FY19.
they incur towards internal transport, freight,
handling and other charges. The total costs was • The total sugar produced (mills and refinery)
estimated at ` 1.375 Crore. increased by 12% from 1,413,549 MT in FY18 to
1,503,442 MT in FY19.
• The government has doubled the import duty on
sugar to 100% and scrapped the export duty. • Total power generation (mills and refinery) and
ethanol production increased by 7.49% and 61%,
• In FY 2018-19, the government announced a package
respectively to 567 million Kwh and 121,129 kilo litres
of `8,500 Crore for the industry, which included
respectively in FY19.
soft loans of `4,440 crore to sugar mills for creating
ethanol capacity. The government is bearing an Financial
interest subvention of `1,332 Crore for this purpose. Our accounts were prepared, based on accounting standards
Additionally, under the National Policy on Bio-fuels laid down under Section 133 of the Companies Act, 2013.
of 2018, the diversion of B-heavy molasses and
Profit and loss statement
sugarcane juice to produce ethanol has been allowed
• Our operating revenue stood at ` 4,296.86 crore
in surplus seasons.
vis-à-vis ` 5862.85 crore in FY 2017-18. This was
• The Centre has approved a 25% higher price for on account of lower trading sales by ` 696.94 crore
ethanol produced directly from sugarcane juice for and reduction in domestic sales by ` 977.57 crore,
blending in petrol to reduce surplus sugar production primarily due to quota-based release mechanism
and reduce oil imports. introduced by the Government of India effective from
June 2018. Ethanol sales grew 115% vis-à-vis that
Outlook of last year and volumes were up by 61% and aided
by the commencement of B Heavy molasses-based
Sugar production is expected to drop to a three-year low
ethanol giving better realisations.
in 2019-20 sugar season due to dry weather conditions,
dampening production in certain parts of sugar growing • Operating expenses for the year reduced to ` 464.93
regions in Maharashtra and Karnataka. The deficit in sugar crore as against ` 522.11 crore in FY 2017-18 due
production is expected to decrease overseas shipments to operational cost savings in mill and refinery,
and support global prices that fell by 21% in 2018. and less provisioning requirements for doubtful
assets in FY 2018-19.
About Shree Renuka Sugars Limited
• Our Company generated EBITDA of ` 399.3 crore
Shree Renuka Sugars Limited (SRSL) is a global agribusiness vis-à-vis loss of `133.6 crore last year.
and bioenergy corporation. Its presence spans three
• Our Company generated quarterly positive PBT and
segments – sugar, ethanol and power generation.
PAT in Dec 2018 after 8 successive quarter losses.
SRSL is one of the world’s largest sugar-producing and
As a result, the net loss during the year was down to
sugar-refining companies, and one of the top sugar
` 381.9 crore from ` 2,982.1 crore in FY 2017-18.
producers in India, with presence in four states across
11 locations. SRSL pioneered the concept of operating Balance Sheet
sugar-manufacturing assets on lease in India. • Net worth: Our net worth decreased from ` 891.54
crore in FY 2017-18 to ` 546.45 crore in FY 2018-19.
With a substantial biofuel manufacturing capacity,
This decline is due to cash losses during the year.
the Company is also one of the largest producers of
fuel-grade ethanol. Besides sugar and ethanol, SRSL also •
Borrowings: Our borrowings comprise long-term
generates electricity from bagasse (a by-product of sugar borrowings (current and non-current) and short-term
manufacture) to run its own units; and also sell to the borrowings, as on 31st March 2019, and stood at
power grid. It undertakes power projects at third-party ` 2,686.95 crore vis-à-vis ` 2,363.85 crore last year.
mills on a build-own-operate-transfer (BOOT) basis.
Working capital management
Through its strengths and synergies, SRSL aspires to
• Current assets: Current assets as on 31st March 2019
be among the world’s top-three integrated sugar and
stood at ` 2,190.11 crore. Current ratio is 0.51 as on
ethanol companies.
31st March 2019.
• Inventories: Inventories increased by 76% from These audits also test the effectiveness of mitigation
` 929.65 crore in 2017-18 to ` 1,642.89 crore in FY initiatives implemented to defend the Company from
2018-19, primarily due to regulated offtake of sugar various internal and external risks. A wide spectrum of
stock as per government quota . strategies are devised as a follow-up measure to protect
the Company from such uncertain events. Special audits
•
Current liabilities: Current liabilities increased
are also conducted as directed by the management.
by ` 796.16 crore and stood at ` 4,323.65 crore
The Company’s robust IT architecture safeguards sensitive
on 31st March 2019 vis-à-vis 3,527.49 crore
data and accelerates the audit process.
due to extended suppliers credit and advances
from customers. Audit Committee
The Audit Committee of the Board of Directors
Risk management evaluates the observations made by internal auditors.
Such observations pertain to the adequacy of control
To earn sustainable and reasonable returns and steadily
mechanism, recommendations for corrective actions
improve shareholder value, SRSL ensures timely
and implementation of compliance-related matters.
identification and effective mitigation of risks. Some of the
The Company’s operations and adherence to the
key risks that we face comprise:
laid-down guidelines are also overseen by the Committee.
• Fluctuations in sugar demand and supply It has implemented SAP at all its units to ensure effective
IT security and systems, ensuring real-time availability of
• Other factors which could affect demand and
information at various locations.
supply such as price fluctuations and interest rate
movements, among others
Human quotient at the core
•
Seasonal uncertainties which could impact
Our teams translate our Board strategies into on-ground
sugarcane production
reality and help strengthen our brand recall. We continually
• Sudden unfavourable shifts in government policies strive to nurture an environment that encourages
and regulations cross-pollination of ideas and drives a sense of ownership
and commitment.
• Increased logistics costs
We have institutionalised transparent Human Resource
• Abrupt work stoppages owing to union strikes
(HR) policies and integrated capacity-building systems.
• High employee attrition rate We work towards developing a culture of professionalism,
integrity and ethical behaviour in our organisation. In order
Risk management: We aim to review our risk management
to strengthen this culture, we have put in place an effective
policies regularly, which enable us to easily identify risks
whistle-blowing policy for directors and employees to
which pose a threat to our business operations and their
report unethical behaviour, actual or suspected fraud or
effective mitigation. Our risk management policies ensure
violation of the Company’s Code of Conduct or ethics policy.
that our external and internal risks are minimised through
a periodic risk analysis. Our objective is to build a culture of continuous learning
and high performance through the implementation
Internal controls and adequacy of several training programmes. We have established
technical colleges to recruit, train and employ students
The Company has formulated a well-defined and structured
who can’t afford education. At the supervisor level, we
internal control system, commensurate to the size and
have undertaken regular awareness programmes and
nature of its business. Stringent procedures ensure high
technical trainings to build a team of competent subject
accuracy in recording, as well as provide reliable financial
matter experts and create synergy to ensure optimal
and operational information, while meeting statutory
functioning across units.
compliances and safeguarding assets from unauthorised
use. The Company’s internal team and an independent As on 31st March 2019, the Company employed 1,926
internal audit firm monitor business operations and any people across all locations. As a part of the larger corporate
deviations are immediately brought to the notice of the community, we strive to uphold fair management practices
Management and Audit Committee for timely correction. and harmonious industrial relations.
A comprehensive Annual Audit Plan, spanning all factories
Environment, health and safety
and locations of the Company, is drafted, updated and
approved by the Audit Committee of the Board regularly. We are committed to adhering strictly to the norms
This is followed by an audit conducted by Independent and compliance standards of Environment, Health and
Chartered Accountants. Safety (EHS) set by the Government of India. We comply
with mandatory standards and are particularly mindful
of the impact of our operations on the environment.
To become more responsible as a company, we make 5,311 plants in FY2018-19 and aim to plant 13,000 more
regular investments to recycle effluents and reduce our in the coming fiscal.
carbon footprint.
Advantages of developing a green belt around
Worker safety and welfare are among our priorities, and for manufacturing units comprise:
this purpose we have implemented safety measures across
• Conservation of biodiversity
our manufacturing locations. We also arrange for regular
safety training workshops to keep workers apprised of the • Retention of soil moisture
latest industry safety standards. Through our corporate
• Recharge of groundwater
social responsibility vehicle, we educate employees on
fitness and health, while also undertaking initiatives • Moderation of micro-climate
pertaining to community healthcare and education.
• Acts as a carbon and pollutants sink
Green initiatives
Health and safety
Sugar manufacture is deeply dependent on natural
During the year, we helped strengthen health and safety
resources, such as water and energy. Sugar manufacturing
initiatives for our employees:
process produces effluents, which should be treated before
being released into the environment. As one of the leading • Started ‘safety share’ daily and made it a mandatory
sugar players in the nation, we deem it our responsibility to part of all our Company’s presentations
be focused on environment and sustainability initiatives.
• Developed an extensive health and safety training
Our operations are based on the principles of Reduce, calendar, alongside conducting numerous learning
Reuse and Recycle. Our distilleries are Zero Liquid sessions that address subjects on health and safety
Discharge (ZLD) facilities, our sugar manufacturing units across our units.
have additional water storage capacity to conserve water
• Celebrated ‘National Safety Week 2019’ at our sites,
and we have a cogeneration plant which takes care of
excluding Pathri, Haldia
energy requirements.
• Implemented a new work permit system
We also minimise air pollution around our units through
the installation of electrostatic precipitators, which control • Completed specific training on incident investigation
the air quality by bringing down particulate matter content
•
Completed training on Enablon software and
to the standard prescribed limits.
implemented usage in some of our sites
Green Belt Development
It is only large-scale planting of trees that can help minimise
air pollution and its concentration levels in the atmosphere.
We have grown extensive green belts around our units.
As an ongoing activity in developing the belts, we planted
Board’s Report
Dear Members,
The Board of Directors presents their Twenty-Third Annual Report and audited financial statements for the financial year
ended 31st March 2019.
(` in Million)
Particulars 2018-19 2017-18
Total Income 44,703 59,031
Profit /(loss) before financial expenses, depreciation and exceptional items 4,248 (1,431)
Financial expenses 5,410 4,986
Depreciation 2,134 2,322
Profit /(loss) before provision for tax and exceptional items (3,296) (8,739)
Exceptional Items 667 27,359
Provision for taxation:
- Current - -
- Deferred Tax 144 6,277
Net Profit/(Loss) (3,819) (29,821)
Total comprehensive income/(loss) (3,452) (30,440)
Retained Earnings and Items of OCI brought forward from the previous year (24,023) 6,417
Changes in Retained Earnings (2,966) (29,149)
Changes in Items of Other Comprehensive Income (OCI) (485) (1,291)
Closing Retained Earnings and Items of OCI (27,474) (24,023)
Operating Highlights of losses incurred by the Company during the year under
review, the Company has not created any DRR on the
The Company received total income of ` 44,703 million for
outstanding amount of NCDs.
the year ended 31st March 2019 as against ` 59,031 million
for the previous year. The EBITDA for the year under review The Company has not transferred any amount to reserves
stood at ` 3,993 million as compared to ` (1,336) million on account of the losses incurred during the financial year
for the previous year, while the Net Loss stood at ` 3,819 ended on 31st March 2019.
million as compared to Net Loss of ` 29,821 million for the
previous year. Analysis of operating performance is covered Fixed Deposits
under Management Discussion and Analysis which forms
During the year under review, your Company has not
part of this Report.
accepted any deposits from public within the meaning of
Sections 73 and 74 of the Companies Act, 2013 (the “Act”)
Dividend & Dividend Distribution Policy and the Companies (Acceptance of Deposits) Rules, 2014.
As the Company has incurred losses during the year under
review, your Directors have not recommended any dividend Management Discussion and Analysis Report
for the financial year ended 31st March 2019. The Dividend
The Management Discussion and Analysis (MDA) report on
Distribution Policy of the Company may be accessed on the
the business and operations of the Company is given in a
Company’s website at www.renukasugars.com
separate section and forms part of this Annual Report.
Transfer to Reserves Subsidiary Companies and Consolidated Financial
Statements
Debenture Redemption Reserve (DRR) is created to the
extent of 25% of the non-convertible debentures (NCDs) As stipulated by Regulation 33 of the Securities Exchange
equally over the period till maturity of the NCDs, as per Board of India (Listing Obligations and Disclosure
the requirements of the applicable laws. However, in view Requirement) Regulation, 2015 (“Listing Regulations”), the
Consolidated Financial Statements have been prepared Preference Shares of ` 100 each and 4,55,00,000 0.01%
by the company in accordance with the applicable Optionally Convertible Preference Shares of ` 100 each
Accounting Standards. The audited Consolidated Financial to ` 2515,00,00,000 divided into 800,00,00,000 Equity
Statements, together with Auditors’ Report, form part of Shares of ` 1 each and 17,15,00,000 Preference Shares
the Annual Report. of ` 100 each was approved by the shareholders through
postal ballot on 19th July 2019.
Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the financial statements
Directors and Key Managerial Personnel
of each subsidiary, joint venture and joint operations in
the prescribed Form AOC-1 is provided in the financial Pursuant to the provisions of Section 152 of the Act,
statements forming part of this annual report. Mr. Vijendra Singh (DIN: 03537522), Whole-time Director
of the Company, is proposed to retire by rotation at the
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014,
ensuing Annual General Meeting and being eligible,
the highlights of performance of subsidiaries, associates
offers himself for re-appointment. The Board of Directors
and joint venture companies and their contribution to the
recommends his re-appointment.
overall performance of the Company during the period
under report is provided in the notes on consolidated The Board of Directors on recommendation of the
financial statements forming part of this annual report. Nomination & Remuneration/ Compensation Committee
has appointed Ms. Priyanka Mallick (DIN: 06682995) as
Pursuant to Section 136 of the Act, the audited financial
an Independent Director for a period of 3 years with effect
statements, including the consolidated financial statements
from 8th February 2019.
and related information of the Company and accounts of
each of the subsidiaries of the Company are available on The term of office of Mr. S K Tuteja (DIN: 00594076)
the website of the Company at www.renukasugars.com. as an Independent Director has been completed on
These documents will be made available to the Members 31st March 2019. The Board of Directors on recommendation
for inspection at the Registered Office of the Company of the Nomination & Remuneration/ Compensation
on all working days except Saturday, Sunday and public Committee has approved re-appointment of Mr. Tuteja as
holidays, between 9.00 a.m. and 6.00 p.m. upto the date an Independent Director of the Company for a second term
of the ensuing Annual General Meeting. The Company will of 3 (three) years. During this second term, Mr. Tuteja will
make available the documents of the subsidiaries upon also complete the age of 75 years. As per Regulation 17(1A)
request by any member of the Company interested in of Listing Regulations a Company cannot continue the
obtaining the same. directorship of any person who has attained the age of 75
years unless a special resolution is passed to that effect.
During the year under review, no company became
a subsidiary of the Company or Joint Venture or The term of office of Mr. Dorab Mistry (DIN: 07245114) and
Associate Company. Mr. Bhupatrai Premji (DIN: 07223590) as an Independent
Director will expire on 21st August 2019. The Board of
During the year under review, no company ceased to be its
Directors, on recommendation of the Nomination &
subsidiary or Joint Venture or Associate Company.
Remuneration/ Compensation Committee, has approved
The Company’s Policy for Determining Material re-appointment of Mr. Mistry and Mr. Premji as an
Subsidiaries may be accessed on the Company’s website at Independent Director of the Company for a second term of
www.renukasugars.com 3 (three) years on the expiry of their current term.
The Board of Directors on recommendation of the
Share Capital
Nomination & Remuneration/ Compensation Committee
During the year under review, there was no change in the had appointed Mr. Atul Chaturvedi (DIN: 00175355) as
paid-up share capital of the Company which stands at an Executive Chairman of the Company with effect from
` 1363,65,25,792 comprising of 191,68,19,292 equity 8th August 2018, which was subject to the approval of the
shares of ` 1 each fully paid-up, 4,28,08,858 0.01% shareholders of the Company in the next General Meeting.
Optionally Convertible Preference Shares of ` 100 each fully His appointment and remuneration was also subject to
paid-up and 7,43,88,207 0.01% Redeemable Preference the approval of the lenders as per the provisions of Part
Shares of ` 100 each fully paid-up. As on 31st March 2019, II of Schedule V of the Act. The next General Meeting
99.70% of the total paid-up equity share capital of the of the Company i.e. the Annual General Meeting was
Company stands in the dematerialized form. held on 29th September 2018. Since the prior approval
of the lenders of the Company was in process at the
The reclassification of Authorized Share Capital of
time of convening of the Annual General Meeting, the
the Company from ` 2515,00,00,000 divided into
agenda for approval of appointment and remuneration
290,00,00,000 Equity Shares of ` 1 each; 51,01,41,365
of Mr. Chaturvedi as Executive Chairman of the Company
0.01% Compulsorily Convertible Preference Shares
was not included in the agenda of the above said Annual
of ` 16.27 each; 9,40,00,000 0.01% Redeemable
General Meeting. Therefore, Mr. Chaturvedi ceased to be
an Executive Chairman of the Company with effect from Mr. Narendra Murkumbi (DIN: 00009164) stepped-down
30th September 2018. from the position of Vice Chairman & Managing
Director of the Company effective from end of day on
The Board of Directors on recommendation of the
30th June 2018, upon completion of open offer by Wilmar
Nomination & Remuneration/ Compensation Committee
Sugar Holdings Pte. Ltd. However, Mr. Murkumbi continues
has again appointed Mr. Chaturvedi as an Executive
as Non-Executive Director of the Company effective
Chairman of the Company for 3 years with effect from
from 1st July 2018.
30th October 2018.
The Board places on record its appreciation towards
The Board of Directors on recommendation of the
valuable contribution made by outgoing directors during
Nomination & Remuneration/ Compensation Committee
their tenure as Directors of the Company.
has approved the revision in the remuneration of
Mr. Vijendra Singh (DIN: 03537522) with effect from The policy of the Company on Directors’ appointment
1st January 2018 till the expiry of his current term i.e. and remuneration including criteria for determining
upto 9th May 2020. The revision of remuneration was also qualifications, positive attributes, independence of a
subject to the approval of the lenders as per the provisions director and other matters provided under Section 178(3)
of Part II of Schedule V of the Act. of the Act and Listing Regulations adopted by the Board is
appended as Annexure 1 to the Board’s Report. We affirm
The Company has obtained the approval of lenders for
that the remuneration paid to the directors is as per the
appointment and remuneration of Mr. Atul Chaturvedi as
terms laid out in the Nomination and Remuneration Policy
Executive Chairman and for the remuneration payable to
of the Company.
Mr. Vijendra Singh.
As on date of this report, Mr. Atul Chaturvedi,
The approval of the shareholders, through ordinary
Executive Chairman, Mr. Vijendra Singh, Whole-time
resolution for appointment of Ms. Priyanka Mallick as an
Director, Mr. Sunil Ranka, Chief Financial Officer and
Independent Director, and through special resolutions for
Mr. Deepak Manerikar, Company Secretary, are the Key
reappointment of Mr. Tuteja, Mr. Mistry and Mr. Premji as an
Managerial Personnel of the Company.
Independent Directors, and appointment and remuneration
of Mr. Atul Chaturvedi as an Executive Chairman and Performance Evaluation
revision of remuneration of Mr. Vijendra Singh were
Pursuant to the provisions of the Act, and Listing
obtained through postal ballot on 19th July 2019.
Regulations, the Board of Directors has undertaken an
The Board of Directors on recommendation of the evaluation of its own performance, the performance
Nomination & Remuneration/ Compensation Committee of its Committees and of all the individual Directors
has appointed Mr. R K Sinha (DIN: 01334549) as a based on various parameters relating to roles,
Nominee Director with effect from 6th August 2019. responsibilities and obligations of the Board,
Necessary resolution seeking approval of members for effectiveness of its functioning, contribution of Directors
appointment of Mr. Sinha forms part of the notice convening at meetings and the functioning of its Committees.
23rd Annual General Meeting of the Company. The performance evaluation of the Chairman and
Non-Independent Director was carried out by the
Mr. Rupesh Saraiya resigned as the Company Secretary
Independent Directors in their separate meetings. The
& Compliance Officer on 5th October 2018. Mr. Deepak
Board of Directors expressed their satisfaction with the
Manerikar, a fellow member of the Institute of Company
evaluation process.
Secretaries of India, has been appointed as the Company
Secretary & Compliance Officer of the Company w.e.f. Meetings of the Board
30th October 2018.
During the year, five meetings of the Board of Directors
The Company has received the declarations from the were held, the details of which are given in the report on
Independent Directors confirming that they satisfy the Corporate Governance and forms part of this Annual Report.
criteria of independence as prescribed under Section 149(6)
of the Act and under the provisions of Listing Regulations. Directors’ Responsibility Statement
During the year under review, Mrs. Vidya Murkumbi To the best of their knowledge and belief and according
(DIN: 00007588), Mr. Sanjay Asher (DIN: 00008221) and to the information and explanations obtained by them,
Mr. Hrishikesh Parandekar (DIN: 01224244) ceased to be your Directors make the following statements in terms of
directors of the Company subsequent to their resignation Section 134(3)(c) of the Act:
from the directorship of the Company. Mrs. Vidya Murkumbi
(a) that in the preparation of the annual accounts, the
and Mr. Hrishikesh Parandekar ceased to be Directors with
applicable accounting standards have been followed
effect from 30th June 2018, and Mr. Sanjay Asher ceased to
along with no material departures;
be Director with effect from 2nd July 2018.
M/s. S R B C & CO LLP, Chartered Accountants (Firm As per Regulation 24A of Listing Regulations, a material
Registration No. 324982E/E300003) were appointed unlisted subsidiary of a listed Company is also required to
as Statutory Auditors of the Company at the 21st AGM undertake secretarial audit and annex the Secretarial Audit
held on 21st December 2017, for a term of 5 consecutive Report along with the Annual Report of the listed company.
years to hold office from the conclusion of the 21st AGM Accordingly, Secretarial Audit Report of Gokak Sugars
till the conclusion of 26th AGM. In accordance with the Limited, a material unlisted subsidiary of the Company,
Section 40 of the Companies (Amendment) Act, 2017, conducted by M/s. DVD and Associates, Practising
the appointment of Statutory Auditors is not required to Company Secretary (Membership No. F6055/CP No.
be ratified at every AGM. Thus, M/s. S R B C & CO LLP will 6515), is annexed as part of this Report as Annexure 2A.
continue to hold office till the conclusion of 26th AGM. The said report is available on the website of the Company
at www.renukasugars.com.
The Notes on financial statements referred to in the
During the year, the Secretarial Auditors had not reported
Auditors’ Report are self-explanatory and do not call for any
any matter under Section 143(12) of the Act, therefore
further comments. The Auditors’ Report does not contain
no detail is required to be disclosed under Section
any adverse qualification, reservation, adverse remark or
disclaimer except qualification of the Auditors in clause 8 134(3) of the Act.
a of annexure 2 of the Auditors’ report which forms part of Explanation on Comments in the Secretarial
the annual report. Audit Report
During the year, the Statutory Auditors had not reported any M/s. DVD and Associates, Secretarial Auditors of the
matter under Section 143(12) of the Act, therefore no detail Company (The Auditors), have, in their Secretarial Audit
is required to be disclosed under Section 134(3) of the Act. Report dated 15th July 2019, have qualified their report for
Explanation on Comments in the Statutory Audit Report vacancy in the office of a Woman Director on the Board of
Directors of the Company. There was no woman director on
M/s. S R B C & CO LLP, Statutory Auditors of the Company the Board of the Company during the period from 1st July
(The Auditors), have, in their Statutory Audit Report dated 2018 to 7th February 2019. The Board would like to clarify
16th May 2019, have qualified their report that the Company as follows –
did not have robust documentation with respect to access
controls and program change controls pertaining to cane As per Regulation 17(1) of the Listing Regulations, read with
Cost Auditors During the year under review, the Company has not granted
any fresh Stock Options to the employees.
The Board of Directors on the recommendation
of the Audit Committee, has appointed Contracts and Arrangement with Related Parties
M/s. B. M. Sharma & Co, Cost Accountants, as the Cost
Auditor to audit the cost records for the financial year ending All Contracts/arrangements entered by the Company
31st March 2020. Remuneration payable to the Cost Auditor during the financial year with related parties were in the
is subject to ratification by the members of the Company. ordinary course of business and on an arm’s length basis
Accordingly, a resolution seeking members’ ratification for except for the Contracts/arrangements referred in form
the remuneration payable to M/s. B. M. Sharma & Co, Cost AOC-2 annexed hereto as Annexure 5. The details of
Accountants, forms part of Notice convening 23rd AGM of transactions with related parties are given in notes to the
the Company, along with relevant details, including the financial statements. Details showing the disclosure of
proposed remuneration. transactions with related parties as required under Ind
In terms of Section 148 of the Act, read with Rule 8 of the AS-24 and 2A of Schedule V of SEBI Listing Regulations are
Companies (Accounts) Rules, 2014, it is stated that the cost set out in the financial statements.
accounts and records are made and maintained by the The Company’s Policy on Related Party Transactions
Company as specified by the Central Government under may be accessed on the Company’s website at
sub-section (1) of Section 148 of the Act. www.renukasugars.com
Annexure 1
Nomination and Remuneration Policy
This Nomination and Remuneration Policy is being Unless the context otherwise requires, words and
formulated in compliance with Section 178 of the expressions used in this policy and not defined herein
Companies Act, 2013 read along with the applicable but defined in the Companies Act, 2013 and the
rules thereto and Clause 49 of the Listing Agreement, as Listing Agreement as may be amended from time to
amended from time to time. This policy on nomination time shall have the meaning respectively assigned
and remuneration of Directors, Key Managerial Personnel to them therein.
and Senior Management has been formulated by the
Nomination and Remuneration/ Compensation Committee 2. Objective
(NRC or the Committee) and has been approved by the
The Nomination and Remuneration/Compensation
Board of Directors of the Company.
Committee and this Policy shall be in compliance with
Section 178 of the Companies Act, 2013 read along
1. Definitions
with the applicable rules thereto and Clause 49 under
1.1 “Act” means Companies Act, 2013 and rules framed the Listing Agreement entered into by the Company
thereunder as amended from time to time. with the Stock Exchanges or any other applicable
law(s) or regulation(s). The objective of this policy is
1.2 “Board of Directors” or “Board”, in relation to the
to lay down a framework in relation to remuneration
company, means the collective body of the Directors
of Directors, KMP, senior management personnel
of the Company.
and other employees. The Key Objectives of the
1.3 “Committee” or “NRC” means Nomination and Committee would be:
Remuneration/Compensation Committee of the
2.1 To guide the Board in relation to appointment
Company as constituted or reconstituted by the Board.
and removal of Directors, Key Managerial
1.4 “Company” means “Shree Renuka Sugars Limited”. Personnel and Senior Management.
1.5 “Managerial Personnel” means Managerial Personnel 2.2 Formulate the criteria for determining
or Persons, applicable under Section 196 and other qualifications, positive attributes and
applicable provisions of the Companies Act, 2013. independence of a director and recommend to
the Board a policy relating to the remuneration
1.6 “Policy” or “This policy” means Nomination and
of Directors, Key Managerial Personnel and
Remuneration Policy.
other employees.
1.7 “Remuneration” means any money or its equivalent
2.3 Formulation of criteria for evaluation of
given or passed to any person for services rendered
Independent Directors and the Board.
by him and includes perquisites as defined under the
Income Tax Act, 1961. 2.4 To evaluate the performance of the members of
the Board and provide necessary report to the
1.8 “Independent Director” means a Director referred to
Board for further evaluation of the Board.
in Section 149 of the Companies Act, 2013 and the
Listing Agreement entered into by the Company with 2.5 To recommend to the Board on Remuneration
the Stock Exchanges. payable to the Directors, Key Managerial
Personnel and Senior Management.
1.9 “Key Managerial Personnel” (KMP) means
2.6 To provide to Key Managerial Personnel
a) The Chief Executive Officer or the Managing
and Senior Management reward linked
Director or the Manager and in their absence the
directly to their effort, performance,
Whole-time Director;
dedication and achievement relating to the
b) The Company Secretary and Company’s operations.
c) The Chief Financial Officer 2.7 To retain, motivate and promote talent
and to ensure long term sustainability of
1.10 “Senior Management” means the personnel of the
talented managerial persons and create
Company who are members of its core management
competitive advantage.
team excluding Board of Directors comprising all
members of management one level below the 2.8 To develop a succession plan for the Board and
executive directors, including the functional heads. to regularly review the plan.
2.9 To assist the Board in fulfilling responsibilities. Independent Director shall be eligible for
appointment after expiry of 3 years of ceasing to
2.10 To implement and monitor policies and processes
become an Independent Director.
regarding principles of corporate governance.
Provided that an Independent Director shall not,
3. Appointment and Removal of Managerial during the said period of 3 years, be appointed
Personnel, Director, KMP and Senior in or be associated with the Company in any
Management other capacity, either directly or indirectly.
At the time of appointment of Independent
3.1 Appointment Criteria and Qualifications:
Director, it should be ensured that number of
3.1.1 The Committee shall identify and ascertain
Boards on which such Independent Director
the integrity, qualification, expertise and
serves is restricted as per the provisions of
experience of the person for appointment as
the Act and Listing Agreement, as amended
Managerial Personnel, Director, KMP or at Senior
from time to time.
Management level and recommend to the
Board his/ her appointment. The maximum tenure of Independent Directors
shall also be in accordance with the Companies
3.1.2 A person should possess adequate qualification,
Act, 2013 and clarifications/ circulars issued by
expertise and experience for the position he/she
the Ministry of Corporate Affairs, in this regard,
is considered for appointment. The Committee
from time to time.
has discretion to decide whether qualification,
expertise and experience possessed by
5. Retirement
a person is sufficient/satisfactory for the
concerned position. Any Director other than the Independent Director,
KMP and Senior Management shall retire as per the
3.1.3 Appointment of Independent Directors is also
applicable provisions of the Companies Act, 2013 and
subject to compliance of provisions of Section
the prevailing policy of the Company.
149 of the Act read with Schedule IV and rules
thereunder and the Listing Agreement entered The Board will have the discretion to retain the Director,
into by the Company with the Stock Exchanges. KMP, Senior Management in the same position/
remuneration or otherwise even after attaining the
3.1.4 The Company shall not appoint or continue
retirement age, for the benefit of the Company.
the employment of any person as Managerial
Personnel who has attained the age of 70 years.
6. Evaluation
Provided that the term of the person holding
this position may be extended beyond the age The Committee shall carry out evaluation of
of 70 years with the approval of shareholders performance of every Managerial Personnel, Director,
by passing a special resolution based on the KMP and Senior Management on yearly basis.
explanatory statement annexed to the notice
for such motion indicating the justification for 7. Removal
extension of appointment beyond 70 years.
The Committee may recommend, to the Board with
reasons recorded in writing, removal of a Managerial
4. Term/Tenure
Personnel, Director, KMP or Senior Management
4.1 Managerial Personnel: subject to the provisions of Companies Act, 2013, and
The Company shall appoint or re-appoint all other applicable Acts, Rules and Regulations, if any.
any person as its Managerial Personnel for
a term not exceeding five years at a time. 8. Remuneration of Managerial Personnel, KMP
No re-appointment shall be made earlier than and Senior Management
one year before the expiry of term.
8.1 The Remuneration/Compensation Commission
4.2 Independent Director: etc. to Managerial Personnel, KMP and Senior
An Independent Director shall hold office Management will be determined by the
for a term up to 5 consecutive years on the Committee and recommended to the Board for
Board of the Company and will be eligible approval.TheRemuneration/Compensation/Profit
for re-appointment on passing of a special Linked Incentive etc. to be paid for Managerial
resolution by the Company and Disclosure of Personnel shall be subject to the prior/post
such appointment in the Board’s report. approval of the shareholders of the Company
and Central Government, wherever required.
No Independent Director shall hold office
for more than 2 consecutive terms, but such
8.5 If any Managerial Personnel draws or receives, 10.3 Ensuring that on appointment to the Board,
directly or indirectly by way of remuneration Independent Directors receive a formal letter of
any such sums in excess of the limits prescribed appointment in accordance with the Guidelines
under the Companies Act, 2013 or without provided under the Act;
the prior sanction of the Central Government, 10.4 Developing a succession plan for the Board
where required, he/she shall refund such sums
and Senior Management and regularly
to the Company and until such sum is refunded,
reviewing the plan;
hold it in trust for the Company.
10.5 Evaluating the performance of the Board
8.6 Where any insurance is taken by the Company
members and Senior Management in the
on behalf of its Managerial Personnel, KMP and
context of the Company’s performance from
Senior Management for indemnifying them
business and compliance perspective;
against any liability, the premium paid on such
insurance shall not be treated as part of the 10.6
Making recommendations to the Board
remuneration payable to any such personnel concerning any matters relating to the
subject to the provisions of the Act. continuation in office of any Director at any
8.7 Only such Employees/Directors of the Company time including the suspension or termination of
and its subsidiaries as approved by the service of an Executive Director as an employee
Nomination and Remuneration/Compensation of the Company subject to the provision of the
Committee will be granted ESOPs. law and their service contract.
10.7 Delegating any of its powers to one or more of
9. Remuneration to Non-Executive/ its members or the Secretary of the Committee;
Independent Directors
10.8
Recommend any necessary changes
9.1 Remuneration/Commission:
to the Board; and
The remuneration/commission shall be in accordance
with the provisions of the Companies Act, 2013 and 10.9 Considering any other matters, as may be
the rules made thereunder for the time being in force. requested by the Board.
11. Duties in Relation to Nomination Matters 11.4 Considering any other matters as may be
requested by the Board.
The duties of the Committee in relation to
remuneration matters include:
12. Review and Amendment to the Policy
11.1 Considering and determining the Remuneration
The Board of Directors on its own and/or as per the
Policy, based on the performance and also
recommendations of Nomination and Remuneration/
bearing in mind that the remuneration is
Compensation Committee can amend this Policy, as
reasonable and sufficient to attract, retain
and when deemed fit.
and motivate members of the Board and such
other factors as the Committee shall deem In case of any amendment(s), clarification(s),
appropriate all elements of the remuneration of circular(s) etc. issued by the relevant authorities, not
the members of the Board. being consistent with the provisions laid down under
this Policy, then such amendment(s), clarification(s),
11.2 Approving the remuneration of the Directors,
circular(s) etc. shall prevail upon the provisions
Senior Management including KMP of the
hereunder and this Policy shall stand amended
Company maintaining a balance between fixed
accordingly from the effective date as laid down under
and incentive pay, if any, reflecting short and
such amendment(s), clarification(s), circular(s) etc.
long term performance objectives appropriate
to the working of the Company.
11.3 Delegating any of its powers to one or more of
its members or the Secretary of the Committee.
Annexure 2
Secretarial Audit Report
For the financial year ended 31st March 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To, b. The Company has transferred Dividends which have
The Members remained unclaimed for a period of 7 years or more,
Shree Renuka Sugars Limited during the year 2018-19, to the Investor Education
BC 105, Povlock Road, Off Havelock Road, and Protection Fund. The shares in respect of such
Cantonment, Belgaum 590 001 Dividends have been transferred to the IEPF in
accordance with Section 124 (6) of the Act. In respect
We have conducted the secretarial audit of the compliance of transfer of shares to IEPF for earlier year, there was a
of applicable statutory provisions and the adherence to good query raised by the Registrar of Companies and which
corporate governance practices by M/s. Shree Renuka Sugars was satisfactorily replied by the Company.
Limited (hereinafter called “the Company”). (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
the Rules made there under: The Company has complied
The Secretarial Audit was conducted for the period from 1st with the provisions of The Securities Contracts (Regulation)
April 2018 to 31st March 2019, in a manner that provided us a Act, 1956 (‘SCRA’).
reasonable basis for evaluating the corporate conducts / statutory
compliances of the Company and expressing our opinion thereon. (iii) The Depositories Act, 1996 and the Regulations and
We have been engaged as Secretarial Auditors of the Company to Bye-laws framed there under:
conduct the Audit of the Company to examine the compliance of The Company is a listed public company the shares are
Companies Act and the laws specifically listed below. in dematerialised form and the Company has complied
with the provisions of The Depositories Act, 1996 and the
Based on our verification of the Company’s books, papers, minute Regulations and Bye-laws framed there under.
books, forms and returns filed and other records maintained
(iv) The Company has satisfactorily complied with the
by the Company and also the information provided by the
Company, its officers, agents and authorized representatives provisions of the Foreign Exchange Management Act,
during the conduct of secretarial audit, we hereby report that in 1999 and the rules and regulations made there under to
our opinion, the Company has, during the audit period covering the extent of Foreign Direct Investment, Overseas Direct
the financial year ended on 31st March 2019, complied with the Investment and External Commercial Borrowings and
statutory provisions listed hereunder and also that the Company there are no discrepancies observed by us during the
has proper Board-processes and compliance-mechanism in place period under review.
to the extent, in the manner and subject to the reporting made (v) The following Regulations and Guidelines prescribed
hereinafter: under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for (a) The Securities and Exchange Board of India
the financial year ended on 31st March 2019 according to the (Substantial Acquisition of Shares and Takeovers)
provisions of the following list of laws and regulations with our Regulations, 2011
observations on the same: (b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992;
(i) The Companies Act, 2013 (the Act) and the Rules made (c) The Securities and Exchange Board of India (Issue of
there under: The Company has satisfactorily complied Capital and Disclosure Requirements) Regulations,
with the provisions of the Companies Act, 2013 and the 2009 (Not applicable for the period under review);
Rules made there under and there are no discrepancies
(d) The Securities and Exchange Board of India (Employee
observed by us during the period under review except the
Stock Option Scheme and Employee Stock Purchase
following points:
Scheme) Guidelines, 1999 (Not applicable for the
a. The vacancy of woman Director after period under review);
resignation on 30th June 2018 was filled on
(e) The Securities and Exchange Board of India (Delisting
8th February 2019.
of Equity Shares) Regulations, 2009 (Not applicable
for the period under review); and
(f) The Securities and Exchange Board of India (Issue and We further report that:-
Listing of Debt Securities) Regulations, 2008;
There are adequate systems and processes in the
(Not applicable for the period under review) company commensurate with its size & operation to monitor and
(g) The Securities and Exchange Board of India ensure compliance with applicable laws including general laws,
(Registrars to an Issue and Share Transfer Agents) labour laws, competition law and environmental laws.
Regulations, 1993 regarding the Companies Act and
dealing with client; The Board of Directors of the Company is duly constituted with
proper balance of appointment of Independent Directors as
(h) The Securities and Exchange Board of India (Buyback
required by Section 149 of the Companies Act, 2013.
of Securities) Regulations, 1998 (Not applicable for
the period under review);
Adequate notice is given to all directors about the Board
Meetings, agenda and detailed notes on agenda were sent at
The Company is a listed Company and provisions of Regulations least seven days in advance, and a system exists for seeking and
and Guidelines mentioned above and prescribed under the obtaining further information and clarifications on the agenda
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are items before the meeting for meaningful participation at the
duly complied by the Company. meeting. All decisions at Board Meetings were carried out with
requisite majority as recorded in the minutes of the meetings of
I further report that, as per the opinion of the officers of the the Board of Directors.
Company and information provided by them the following
specific applicable laws on the basis of activities of the Company We further report that during the audit period no major decisions,
are complied with by the Company: specific events/ actions have occurred which has a major bearing
on the Company’s affairs in pursuance of the above referred laws,
a. Sugar Cess Act, 1982 rules, regulations, guidelines, standards, etc. except the following:
b. The Sugar (Control) Order, 1966 a. There were letters of non compliance issued by the BSE
c. The Sugarcane (Control) Order, 1966 Limited and National Stock Exchange Limited in respect of
d. FSSA, 2006 appointment of Woman Director after the vacancy caused
e. Essential Commodities Act, 1955 due to resignation and the same has been replied by the
f. Indian Boilers Act, 1923 Company after making the payment of requisite penalty.
g. The Electricity Act, 2003 b. There was a letter in respect of transfer of shares to IEPF
h. The Legal Metrology Act, 2009 to which the Company has replied satisfactorily and there
were no further queries raised by them till the date of issue
We have also examined compliance with the applicable of this report.
clauses of the following:
c. There was an inspection carried out by the Central
Government as per the provisions of Section 206 of the
(i) Secretarial Standards issued by The Institute of Companies Act, 2013 and which had lead to show cause
Company Secretaries of India. The Company has notices under various Section of the Companies Act, 2013
duly complied with the Secretarial Standards for the viz: Section 12, 118, 129, 139 and 152. The Company
period under review. has paid the penalties under Section 12 and 118 as per
the adjudication process and replied satisfactorily for the
(ii) The Listing Agreement entered into by the Company
show cause notices under 129, 139 and 152 and there
with BSE Limited, Mumbai and National Stock
were no further queries raised by them till the date of issue
Exchange of India Limited, Mumbai in respect of
of this report.
Shares issued by the Company and Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 except For DVD & ASSOCIATES
that the vacancy of woman Director after resignation COMPANY SECRETARIES
on 30th June 2018 was filled on 8th February 2019.
Devendra Deshpande
During the period under review the Company has complied FCS No. 6099 CP No. 6515
with the applicable provisions of the Acts, Rules, Regulations,
Guidelines, Standards, etc. which are mentioned above. Place: Mumbai
Date: 15th July 2019
Annexure A
To,
The Members
Shree Renuka Sugars Limited
BC 105, Povlock Road,Off Havelock Road,
Cantonment, Belgaum 590 001
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion..
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Annexure 2A
Secretarial Audit Report
For the financial year ended 31st March 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To, (iii) The Depositories Act, 1996 and the Regulations and Bye-laws
The Members framed there under: The company is a unlisted public company
Gokak Sugars Limited and around 93.59 % of the shares are in dematerialised form
238, 263, Kolavi and the Company has complied with the provisions of The
Taluka Gokak, Karnataka 591344 Depositories Act, 1996 and the Regulations and Bye-laws
framed there under.
We have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate (iv) The Company has satisfactorily complied with the provisions
governance practices by Gokak Sugars Limited (Hereinafter called of the Foreign Exchange Management Act, 1999 and the rules
“the Company”). and regulations made there under to the extent of Foreign
Secretarial Audit was conducted for the period from Direct Investment, Overseas Direct Investment and there are no
1st April 2018 to 31st March 2019, in a manner that provided us a discrepancies observed by us during the period under review.
reasonable basis for evaluating the corporate conducts/statutory There was no allotment of shares or the Company has not
compliances of the Company and expressing our opinion thereon. availed any External Commercial Borrowings during the year.
We have been engaged as Secretarial Auditors of the Company to
conduct the Audit of the Company to examine the compliance of (v) The following Regulations and Guidelines prescribed under the
Companies Act and the laws specifically listed below. Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
Based on our verification of the Company’s books, papers, minute (a) The Securities and Exchange Board of India (Substantial
books, forms and returns filed and other records maintained by the Acquisition of Shares and Takeovers) Regulations, 2011;
Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of (b) The Securities and Exchange Board of India (Prohibition
secretarial audit, we hereby report that in our opinion, the company of Insider Trading) Regulations, 1992;
has, during the audit period covering the financial year ended on
(c) The Securities and Exchange Board of India (Issue of
31st March 2019, complied with the statutory provisions listed
Capital and Disclosure Requirements) Regulations, 2009;
hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner (d) The Securities and Exchange Board of India (Employee
and subject to the reporting made hereinafter: Stock Option Scheme and Employee Stock Purchase
We have examined the books, papers, minute books, forms and Scheme) Guidelines, 1999;
returns filed and other records maintained by the Company for the
(e) The Securities and Exchange Board of India (Delisting of
financial year ended on March 31, 2019 according to the provisions
of the following list of laws and regulations with our observations on Equity Shares) Regulations, 2009; and
the same: (f) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008;
(i) The Companies Act, 2013 (the Act) and the rules made
there under: The Company has satisfactorily complied with (g) The Securities and Exchange Board of India (Registrars
the provisions of the Companies Act 2013 and the Rules to an Issue and Share Transfer Agents) Regulations, 1993
made there under and there are no discrepancies observed regarding the Companies Act and dealing with client;
by us during the period under review except in respect
(h) The Securities and Exchange Board of India (Buyback of
of the following:
Securities) Regulations, 1998;
a. Appointment of Company Secretary for the period from
The Company is an unlisted Company and therefore
01.04.2018 to 18.03.2019
provisions of Regulations and Guidelines mentioned
b. Appointment of Independent Director for the period above and prescribed under the Securities and Exchange
from 09.06.2018 to 18.03.2019 and the constitution of Board of India Act, 1992 (‘SEBI Act’) are not applicable.
various committees.
During the period under review the Company has
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and complied with the applicable provisions of the Act,
the rules made there under: The Company is an unlisted Rules, Regulations, Guidelines, Standards, etc. which are
Company and therefore provisions of The Securities Contracts mentioned above.
(Regulation) Act, 1956 (‘SCRA’) are not applicable.
I further report that, having regard to the compliance
system prevailing in the Company and on examination
Annexure 3
Disclosure of particulars with respect to conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 134(3) of Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
A. Conservation of Energy
(i) Steps taken for conservation of energy
Kandla refinery:
1. Reduced Steam consumption from 0.78 to 0.60 Ton per ton of raw sugar by improving process efficiency and by
using various heat recovery methods.
Athani plant:
1. Installed capacitor banks 25 KVAR x 2 nos for raw sugar / sugar handling Motor Control Centres to improve
power factor to 0.8.
2. 55 nos of LED lamps of various ratings installed resulting in saving of 7 Kwh per hour.
B. Technology Absorption
(i) Efforts made towards technology absorption:
Kandla refinery:
Use of alternative fuel for Granular Activated Carbon regeneration. Started using LPG in place of diesel.
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
Fuel cost reduced by 15%
(iii) Details regarding imported technology (imported during last three years reckoned from the beginning
of the financial year):
Annexure 4
Details pertaining to remuneration as required under section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2018-19 are as under:
Ratio of remuneration
Remuneration of % increase in
Sr. of each Director to
Name of Director/KMP and Designation Director/ KMP for FY Remuneration in FY
No. median remuneration
2018-19 (` in Million) 2018-19
of employees
Mr. Atul Chaturvedi#
1. Executive Chairman (w.e.f. 02.07.2018 upto 22.79 NA 89.02
29.09.2018) & (w.e.f. 30.10.2018)
Mr. Vijendra Singh
2. 36.13 121.74% 141.13
Executive Director
Mr. Narendra Murkumbi#
Non-Executive Director (w.e.f. 01.07.2018)
3. 12.49 Nil 48.78
Vice Chairman & Managing Director (Upto
30.06.2018)
Mrs. Vidya Murkumbi#
4. 9.35 Nil 36.48
Executive Chairperson (Upto 30.06.2018)
Mr. Sanjay Asher*
5. 0.08 NA NA
Independent Director (Upto 02.07.2018)
Mr. Hrishikesh Parandekar *
6. 0.15 NA NA
Independent Director (Upto 30.06.2018)
Mr. S. K. Tuteja*
7. 0.45 NA NA
Independent Director
Mr. Jean-Luc Bohbot
8. - NA NA
Non-Executive Director
Mr. Stephen Ho Kiam Kong
9. - NA NA
Non-Executive Director
Mr. Bhupatrai Premji*
10. 0.33 NA NA
Independent Director
Mr. Dorab Mistry*
11. - NA NA
Independent Director
Dr. Bharatkumar Mehta*
12. 0.25 NA NA
Independent Director
Mr. Madhu Rao*
13. 0.37 NA NA
Independent Director
Ms. Priyanka Mallick*
14. 0.05 NA NA
Independent Director
Mr. Sunil Ranka#
15. 15.24 NA 59.53
Chief Financial Officer (w.e.f. 04.05.2018)
Mr. K. K. Kumbhat#
16. 5.83 Nil 22.77
Chief Financial Officer (Upto 03.05.2018)
Mr. Deepak Manerikar#
17. 1.36 NA 5.31
Company Secretary (we.f. 30.10.2018)
Mr. Rupesh Saraiya#
18. 1.70 Nil 6.64
Company Secretary (Upto 05.10.2018)
* Remuneration to Independent Directors consists only of sitting fees paid for FY 2018-19.
# Employed for part of the year
2. The median remuneration of employees of the Company during the financial year was Rs. 256,800
3. In the financial year, there was an increase of 2.72% in the median remuneration of employees.
4. The numbers of permanent employees on the rolls of Company as on 31st March 2019 were 1,926.
5. Average percentage increase in the salaries of employees other than the managerial personnel in the financial year
2018-19 was 2.72% and increase in the managerial remuneration was by 54%. Increments in remuneration of
employees are as per the appraisal / Remuneration Policy of the Company.
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
Information relating to particulars of employees under Section 197 of the Companies Act, 2013 read with Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
(i) The name of top ten employees in terms of remuneration drawn:
(ii) Employed throughout the financial year, was in receipt of remuneration for that year which, in aggregate,
was not less than ` 1,02,00,000/-
(` In Million)
Total Date of
Sr. Remuneration Age in Previous
Name and Designation Qualifications Experience commencement
No. received (`) Year Employment
(No. of Years) of Employment
1. Vijendra Singh 36.13 B. Sc., PGD 35 15-Sep-10 59 Bajaj
Executive Director (Sugar Tech), Hindusthan Ltd.
MBA (Finance)
2. Ravi Gupta 13.80 B.Com, PGD, 28 01-May-13 49 Noble Natural
President (Corporate) (Forestry Resource India
Management) Pvt. Ltd.
3. Ashok Kumar Sharma 11.61 BE (MECH), BOE 43 05-Sep-11 69 Uttam Sugars
Senior Vice President Ltd.
(Operations)
(iii) Employed for the part of the year, was in receipt of remuneration in aggregate not less than ` 8,50,000/-
per month
(` In Million)
Total
Date of
Remuneration Experience Age in
Sr. No. Name and Designation Qualifications commencement Previous Employment
received (`) (No. of Year
of Employment
Years)
1. Mr. Atul Chaturvedi 22.79 Post graduate 38 02-Jul-18 63 Adani Wilmar Ltd.
Executive Chairman from St. Johns
(w.e.f. 02.07.2018 College (Agra
upto 29.09.2018) & University)
(w.e.f. 30.10.2018)
2. Mr. Narendra Murkumbi, 12.49 BE (E&C), 22 01-Jan-01 49 -
Non-Executive Director PGDM (IIM),
(w.e.f. 01.07.2018) Ahmedabad
Vice Chairman &
Managing Director
(Upto 30.06.2018)
3. Mrs. Vidya Murkumbi 9.35 B.Sc., Doctorate 36 01-Apr-04 71 -
Executive Chairperson by Karnataka
(Upto 30.06.2018) State Bijapur
Woman’s
University
4. Mr. Sunil Ranka 15.24 CA, ICWA, CS, 33 18-Apr-18 56 Suzlon Energy Ltd.
Chief Financial Officer LLB, B.Com
(w.e.f. 04.05.2018)
5. Mr. K. K. Kumbhat 5.84 B.Com, ACA, ACS 38 12-Mar-08 60 Ashapura Minechem
Chief Financial Officer Ltd.
(Upto 03.05.2018)
6. Satbir Singh Sindhu 8.39 MBA 33 01-Jun-18 57 Adani Wilmar Ltd.
President
(Marketing & OD)
Annexure 5
Particulars of contracts / arrangements made with related parties
Form No. AOC-2
[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies
(Accounts) Rules, 2014]
Details of contracts or arrangements or transactions not at arm’s length basis
There were no contracts or arrangements or transactions entered into during the year ended 31st March 2019, which were
not at arm’s length basis.
Details of material contracts or arrangement or transactions at arm’s length basis
The details of material contracts or arrangement or transactions at arm’s length basis for the year ended 31st March 2019,
approved by the Board of Directors on 8th May 2019 are as follows:
Name of related party and Nature Nature of Contract Duration of contract Salient terms* Amount
of relationship received as advance
Gokak Sugars Limited Loan of Rs. 250 crore For period of 120 Unsecured loan @ NA
(Subsidiary) months 11% Interest
Monica Trading Private Limited Loan of Rs. 26 crore For period of 120 Unsecured loan @ NA
(Wholly Owned Subsidiary) months 11% Interest
*Appropriate approvals have been taken for related party transactions.
Annexure 6
Annual report on Corporate Social Responsibility (CSR) activities for the financial year 2018-19
(Pursuant to Section 135 of the Companies Act, 2013)
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programs
The CSR Policy of the Company covers the proposed CSR activities in line with Section 135 of the Companies Act,
2013 and the Schedule VII thereto. The CSR Policy of the Company may be accessed on the Company’s website at
www.renukasugars.com
2. The composition of the CSR Committee as on 31st March 2019
Mr. Surender Kumar Tuteja, Chairman
Mr. Jean-Luc Bohbot, Member
Mr. Atul Chaturvedi, Member
3. verage net profit of the Company for last three financial years
A
Pursuant to Section 198 of the Companies Act, 2013, the Average Net Profit of the Company for last three financial
years was in negative. Accordingly, the Company was not required to spend any CSR Expenditure during the
financial year 2018-19.
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
Nil
5. Details of CSR spent during the financial year
a) Total amount to be spent for the financial year: Nil
b) Amount un-spent, if any: Not Applicable
c) Manner in which the amount spent during financial year, is detailed below:
1 2 3 4 5 6 7 8
Sr. CSR Project or Sector in which Projects or programs Amount Amount spent Cumulative Amount spent:
No. Activity identified the Project is (1) Local area or other outlay (budget) on the projects Expenditure Direct or through
covered (2) Specify the state project or or programs (1) upto the implementing
and district where programs wise Direct Expenditure reporting agency
projects or programs on projects period
were undertaken or programs (2)
Overhead
Not Applicable
6. I n case the Company has failed to spend the two per cent of the average net profit of the last 3 financial years
or any part thereof, reasons for not spending the amount in its Board Report
Not Applicable
7. Responsibility statement of the CSR Committee
CSR Committee confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR
Objectives and Policy of the Company.
Annexure 7
Extract of Annual Return
Form No. MGT-9
as on the financial year ended on 31st March 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
Name and Description of main products/services NIC Code of the product/service % to total turnover of the Company#
Sugar 10721 77.16
Distillery 2011 11.06
# On the basis of Gross Turnover
Holding/
Sr. % of Shares Applicable
Name of the Company Address of the Company CIN/GLN Subsidiary/
No. held* Section
Associate
5. Shree Renuka Tunaport BC 105, Havelock U45205KA2013PTC067486 Subsidiary 100 2(87)(ii)
Private Limited Road, Camp, Belagavi
590001, Karnataka.
6. KBK Chem- Engineering 1st& 2ndFloor, U74210PN1997PTC111151 Subsidiary 100 2(87)(ii)
Private Limited Survey No.1/10 to 16,
AmachiColony, Plot No.
33 & 34, BhavdhanKhurd,
NDA- Pashan Road, Pune -
411021. Maharashtra.
7. Renuka 24k, AU Gold Tower, - Subsidiary 100 2(87)(ii)
Commodities DMCC Jumeirah Lakes
Tower, Sheikh Zayed
Road, Dubai, U.A.E.
8. Shree Renuka IFS Court, Twenty Eight, - Subsidiary 100 2(87)(ii)
Global Ventures Ltd. Cyber City, Ebene, Mauritius.
9. Shree Renuka East Africa House No. New, Dire - Subsidiary 100 2(87)(ii)
Agriventures PLC Dawa Building, Woreda:
3, Kirkos Sub- City, Addis
Ababa, Ethiopia.
10. Lanka Sugar RNH House No. 622B, - Subsidiary 100 2(87)(ii)
Refinery Company Kotte Road, Kotte,
(Private) Limited Sri Lanka.
11. Shree Renuka do Brasil Nove de Julho Avenue, 5519, - Subsidiary 100 2(87)(ii)
Participações Ltda. 5th floor, JardimPaulista, Zip
Code: 01.406-200, in the
city of São Paulo/ SP.
12. Shree Renuka São Paulo Nove de Julho Avenue, 5519, - Subsidiary 100 2(87)(ii)
Participações Ltda. 5th floor, JardimPaulista, Zip
Code: 01.406-200, in the
city of São Paulo/ SP.
13. Renuka do Brasil S/A MarechalRondon Road, - Subsidiary 59.41 2(87)(ii)
Km 455 - BairroPatos,
ÁguaBranca Farm, Zip Code:
16.370-000 CP 01, in the
city of Promissão/SP. CNPJ:
43.932.102/0005-81
14. Revati S.A- at CRD-339 Local Road, - Subsidiary 59.41 2(87)(ii)
Acucar e Alcool Coroados- BrejoAlegre, no
number, Rural Areal, Zip
Code: 16.265-000, in the
city of BrejoAlegre/SP
15. Renuka Geradora de MarechalRondon Road, - Subsidiary 59.41 2(87)(ii)
EnergiaElétrica Ltda. Km 455 - BairroPatos,
ÁguaBranca Farm, Zip Code:
16.370-000 CP 01, in the
city of Promissão/SP
16. Renuka Cogeração Ltda. MarechalRondon Road, - Subsidiary 59.41 2(87)(ii)
Km 455 - BairroPatos,
ÁguaBranca Farm, Zip Code:
16.370-000 CP 01, in the
city of Promissão/SP
17. RevatiGeradora de CRD-339 Local Road, - Subsidiary 59.41 2(87)(ii)
Energia Elétrica Ltda. Coroados- BrejoAlegre, no
number, Rural Areal, Zip
Code: 16.265-000, in the
city of BrejoAlegre/SP
Holding/
Sr. % of Shares Applicable
Name of the Company Address of the Company CIN/GLN Subsidiary/
No. held* Section
Associate
18. RevatiAgropecuaria Ltda. FazendaÁguasClaras, - Subsidiary 59.41 2(87)(ii)
Estrada Municipal CRD-339,
Coroados a BrejoAlegre, s/n,
in the city of BrejoAlegre,
State of São Paulo,
Zip code 16265-000
19 Apoena Logistica E Nove de Julho Avenue, 5519, - Subsidiary 100 2(87)(ii)
Comercio De Productos 5th floor, JardimPaulista, Zip
Agricolas Ltda. Code: 01.406-200, in the
city of São Paulo/ SP.
20. Renuka Vale do IVAI S/A Marisa Road, Km 03, - Subsidiary 100 2(87)(ii)
Rural Zone, Zip Code
86945-000, in city of São
Pedro do Ivaí/ PR
21. Ivaicana Marisa Road, Km 03, - Subsidiary 100 2(87)(ii)
Agropecuaria Ltda. Rural Zone, Zip Code
86945-000, in city of São
Pedro do Ivaí/ PR
22. Biovale Comercio de Marisa Road, Km 03, - Subsidiary 100 2(87)(ii)
Leveduras Ltda. Rural Zone, Zip Code
86945-000, in city of São
Pedro do Ivaí/ PR
IV. Shareholding pattern (Equity Share Capital breakup as percentage of total Equity)
i) Category-wise Shareholding
No. of Shares Held at the No. of Shares Held at
Beginning of the Year the End of the Year % Change
Category
Category of Shareholder % of During the
Code % of Total
Demat Physical Total Total Demat Physical Total Year
Shares
Shares
(A) PROMOTER
AND PROMOTER GROUP
(1) INDIAN
(a) Individual /HUF 2,19,17,565 0 2,19,17,565 1.14 0 0 0 0 -1.14
(b) Central Government/ 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(c) Bodies Corporate 23,43,37,170 0 23,43,37,170 12.23 0 0 0 0 -12.23
(d) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 25,62,54,735 0 25,62,54,735 13.37 0 0 0 0 -13.37
(2) FOREIGN
(a) Individuals (NRIs/ 10,87,732 0 1087732 0.06 0 0 0 0 -0.06
Foreign Individuals)
(b) Bodies Corporate 73,93,36,351 0 73,93,36,351 38.57 11,18,20,4751 0 1,11,82,04,751 58.34 19.77
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 74,04,24,083 0 74,04,24,083 38.63 1,11,82,04,751 0 1,11,82,04,751 58.34 19.71
Total A=A(1)+A(2) 99,66,78,818 0 99,66,78,818 52.00 1,11,82,04,751 0 1,11,82,04,751 58.34 6.34
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds /UTI 22,00,000 0 22,00,000 0.11 0 0 0 0.00 -0.11
(b) Financial Institutions /Banks 49,89,02,528 0 49,89,02,528 26.03 52,69,25,897 0 52,69,25,897 27.49 1.46
(c) Central Government / 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
Shareholding at the beginning of the year Cumulative Shareholding during the year
% of
Sr. change
Name of Shareholder % of Shares % of Shares
No. % of total % of total during
Pledged/ Pledged/
No. of Shares Shares of No. of Shares Shares of the Year
encumbered to encumbered to
the Company the Company#
total shares total shares
1 Wilmar Sugar 73,93,36,351 38.57 - 1,11,82,04,751 58.34 - 19.77
Holdings Pte. Ltd.
2 Murkumbi Investments 12,14,14,000 6.33 6.33 - 0.00 - -6.33
Private Limited *
3 Agri Venture Trading 3,75,23,170 1.96 1.96 - 0.00 - -1.96
And Investment
Private Limited *
4 Khandepar Investments 7,54,00,000 3.93 3.93 - 0.00 - -3.93
Private Limited *
5 Narendra 1,08,12,905 0.56 0.56 1,08,12,905 0.56 NA 0.00
Madhusudan Murkumbi *
6 Supriya Shailesh Rojekar * 47,10,000 0.25 - - 0.00 - -0.25
Shareholding at the beginning of the year Cumulative Shareholding during the year
% of
Sr. change
Name of Shareholder % of Shares % of Shares
No. % of total % of total during
Pledged/ Pledged/
No. of Shares Shares of No. of Shares Shares of the Year
encumbered to encumbered to
the Company the Company#
total shares total shares
7 Narendra 20,00,000 0.10 - - 0.00 - -0.10
Madhusudan Murkumbi *
8 Malvika Murkumbi * 14,00,000 0.07 - - 0.00 - -0.07
9 Inika 14,00,000 0.07 - - 0.00 - -0.07
Narendra Murkumbi *
10 Vidya Murkumbi * 12,28,800 0.06 0.06 12,28,800 0.06 NA 0.00
11 Anuradha 10,87,732 0.06 - - 0.00 - -0.06
Ravindra Kulkarni *
12 Dilip Vasant 3,15,860 0.02 - - 0.00 - -0.02
Rao Deshpande *
13 Apoorva 50,000 0.00 - 50,000 0.00 NA 0.00
Narendra Murkumbi *
Total 99,66,78,818 52.00 12.85 1,11,82,04,751 58.34 - 6.98
* Reclassified as Public shareholders with effect from 31st March 2019 pursuant to approval letters dated 18th January 2019 for reclassification
of shareholders under Regulation 31A of Listing Regulations, issued by BSE & NSE. Hence, their shareholding has not been considered while
calculating total number of shares (and % of shares) held by promoters as on 31st March 2019.
under Regulation 31A of Listing Regulations, issued by BSE & NSE. Hence, their shareholding has not been considered while calculating total number of
shares (and % of shares) held by promoters as on 31st March 2019.
iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
% of Increase/ % of
Sr. Name of the Share
No of Shares total shares of Date Decrease in share Reason No of Shares total shares of
No Holder
the company holding the company
1 ICICI Bank Limited 19,23,96,579 10.04 01-04-2018 19,23,96,579 10.04
06-04-2018 (769768) Sale 19,16,26,811 10.00
13-04-2018 (3365) Sale 19,16,23,446 10.00
20-04-2018 20619 Purchase 19,16,44,065 10.00
27-04-2018 36755 Purchase 19,16,80,820 10.00
04-05-2018 153876 Purchase 19,18,34,696 10.01
11-05-2018 275103 Purchase 19,21,09,799 10.02
18-05-2018 68706 Purchase 19,21,78,505 10.03
25-05-2018 (305934) Sale 19,18,72,571 10.01
01-06-2018 49048 Purchase 19,19,21,619 10.01
08-06-2018 15710 Purchase 19,19,37,329 10.01
15-06-2018 (369118) Sale 19,15,68,211 9.99
22-06-2018 (17249) Sale 19,15,50,962 9.99
29-06-2018 (11107) Sale 19,15,39,855 9.99
06-07-2018 66087 Purchase 19,16,05,942 10.00
13-07-2018 10381 Purchase 19,16,16,323 10.00
20-07-2018 (39166) Sale 19,15,77,157 9.99
27-07-2018 (11353) Sale 19,15,65,804 9.99
03-08-2018 12056 Purchase 19,15,77,860 9.99
10-08-2018 (12860) Sale 19,15,65,000 9.99
17-08-2018 12186 Purchase 19,15,77,186 9.99
24-08-2018 (15913) Sale 19,15,61,273 9.99
31-08-2018 5815 Purchase 19,15,67,088 9.99
07-09-2018 (697) Sale 19,15,66,391 9.99
14-09-2018 (334) Sale 19,15,66,057 9.99
21-09-2018 (21045) Sale 19,15,45,012 9.99
28-09-2018 (26144) Sale 19,15,18,868 9.99
05-10-2018 (73247) Sale 19,14,45,621 9.99
12-10-2018 52924 Purchase 19,14,98,545 9.99
19-10-2018 29215 Purchase 19,15,27,760 9.99
26-10-2018 (20767) Sale 19,15,06,993 9.99
02-11-2018 (74083) Sale 19,14,32,910 9.99
09-11-2018 (130924) Sale 19,13,01,986 9.98
16-11-2018 (1595) Sale 19,13,00,391 9.98
23-11-2018 10617 Purchase 19,13,11,008 9.98
30-11-2018 (20259) Sale 19,12,90,749 9.98
07-12-2018 (3147) Sale 19,12,87,602 9.98
14-12-2018 233866 Purchase 19,15,21,468 9.99
21-12-2018 16499 Purchase 19,15,37,967 9.99
28-12-2018 14591 Purchase 19,15,52,558 9.99
31-12-2018 (302927) Sale 19,12,49,631 9.98
04-01-2019 264573 Purchase 19,15,14,204 9.99
11-01-2019 5171 Purchase 19,15,19,375 9.99
18-01-2019 48471 Purchase 19,15,67,846 9.99
25-01-2019 72670 Purchase 19,16,40,516 10.00
01-02-2019 (471531) Sale 19,11,68,985 9.97
08-02-2019 607014 Purchase 19,17,75,999 10.00
15-02-2019 (15974) Sale 19,17,60,025 10.00
22-02-2019 (24901) Sale 19,17,35,124 10.00
01-03-2019 (484293) Sale 19,12,50,831 9.98
08-03-2019 452464 Purchase 19,17,03,295 10.00
15-03-2019 6773 Purchase 19,17,10,068 10.00
22-03-2019 9606 Purchase 19,17,19,674 10.00
29-03-2019 (440562) Sale 19,12,79,112 9.98
31-03-2019 19,12,79,112 9.98
% of Increase/ % of
Sr. Name of the Share
No of Shares total shares of Date Decrease in share Reason No of Shares total shares of
No Holder
the company holding the company
3 Axis Bank Limited 3,99,18,604 2.08 01-04-2018 - - 3,99,18,604 2.08
06-04-2018 174955 Purchase 4,00,93,559 2.81
06-04-2018 (40444) Sale 4,00,53,115 2.81
20-04-2018 25296 Purchase 4,00,78,411 2.09
20-04-2018 (13950) Sale 4,00,64,461 2.09
27-04-2018 (25968) Sale 4,00,38,493 2.09
04-05-2018 (142000) Sale 3,98,96,493 2.08
11-05-2018 261 Purchase 3,98,96,754 2.08
11-05-2018 (30350) Sale 3,98,66,404 2.08
18-05-2018 407472 Purchase 4,02,73,876 2.10
18-05-2018 (261) Sale 4,02,73,615 2.10
25-05-2018 (363537) Sale 3,99,10,078 2.08
01-06-2018 (3474) Sale 3,99,06,604 2.08
08-06-2018 20512 Purchase 3,99,27,116 2.08
08-06-2018 (372615) Sale 3,95,54,501 2.06
15-06-2018 (107997) Sale 3,94,46,504 2.06
22-06-2018 (36510) Sale 3,94,09,994 2.06
29-06-2018 (22403) Sale 3,93,87,591 2.05
06-07-2018 (20278) Purchase 3,94,07,869 2.06
13-07-2018 227687 Purchase 3,96,35,556 2.07
20-07-2018 (29306) Sale 3,96,06,250 2.07
27-07-2018 (150820) Sale 3,94,55,430 2.06
03-08-2018 9626 Purchase 3,94,65,056 2.06
10-08-2018 (38124) Sale 3,94,26,932 2.06
17-08-2018 122010 Purchase 3,95,48,942 2.06
31-08-2018 (142429) Sale 3,94,06,513 2.06
07-09-2018 (1779) Sale 3,94,04,734 2.06
14-09-2018 (16122) Sale 3,93,88,612 2.05
21-09-2018 (151305) Sale 3,92,37,307 2.05
28-09-2018 247911 Purchase 3,94,85,218 2.06
05-10-2018 54885 Purchase 3,95,40,103 2.06
05-10-2018 (100) Sale 3,95,40,003 2.06
12-10-2018 21429 Purchase 3,95,61,432 2.06
19-10-2018 27616 Purchase 3,95,89,048 2.07
26-10-2018 (211857) Sale 3,93,77,191 2.05
02-11-2018 3816 Purchase 3,93,81,007 2.05
09-11-2018 9861 Purchase 3,93,90,868 2.06
16-11-2018 3053 Purchase 3,93,93,921 2.06
23-11-2018 18350 Purchase 3,94,12,271 2.06
30-11-2018 (62748) Sale 3,93,49,523 2.05
07-12-2018 (516) Sale 3,93,49,007 2.05
14-12-2018 (1500) Sale 3,93,47,507 2.05
21-12-2018 (12500) Sale 3,93,35,007 2.05
28-12-2018 (10897) Sale 3,93,24,110 2.05
31-12-2018 (24000) Sale 3,93,00,110 2.05
04-01-2019 23500 Purchase 3,93,23,610 2.05
11-01-2019 (3300) Sale 3,93,20,310 2.05
18-01-2019 140632 Purchase 3,94,60,942 2.06
25-01-2019 30130 Purchase 3,94,91,072 2.06
01-02-2019 59942 Purchase 3,95,51,014 2.06
08-02-2019 4135 Purchase 3,95,55,149 2.06
15-02-2019 (5452) Sale 3,95,49,697 2.06
22-02-2019 35141 Purchase 3,95,84,838 2.07
01-03-2019 83151 Purchase 3,96,67,989 2.07
08-03-2019 (73531) Sale 3,95,94,458 2.07
15-03-2019 48423 Purchase 3,96,42,881 2.07
22-03-2019 92733 Purchase 3,97,35,614 2.07
29-03-2019 (98615) Sale 3,96,36,999 2.07
31-03-2019 - - 3,96,36,999 2.07
% of Increase/ % of
Sr. Name of the Share
No of Shares total shares of Date Decrease in share Reason No of Shares total shares of
No Holder
the company holding the company
5 Life Insurance 1,87,20,122 0.98 01-04-2018 - - 1,87,20,122 0.98
Corporation of India 31-03-2019 - - 1,87,20,122 0.98
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment .
(` in Million)
Secured Loans
Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 23,638.50 - - 23,638.50
ii) Interest due but not paid 49.65 - - 49.65
iii) Interest accrued but not due 258.98 - - 258.98
Total (i+ii+iii) 23,947.13 - - 23,947.13
Change in Indebtedness during the financial year
- Addition 4,192.75 - - 4,192.75
- Reduction (609.95) - - (609.95)
Net Change 3,582.80 - - 3,582.80
Indebtedness at the end of the financial year
i) Principal Amount 26,869.46 - - 26,869.46
ii) Interest due but not paid 24.82 - - 24.82
iii) Interest accrued but not due 635.65 - - 635.65
Total (i+ii+iii) 27,529.93 - - 27,529.93
1 Gross Salary
(a) Salary as per provisions
contained in section 17(1) of the 81,57,247 1,24,77,860 2,97,34,914 2,20,45,704 72,41,05,725
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of
11,88,875 9,900 11,98,775
the Income- tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) of the Income-tax Act, - - - - -
1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of Profit - - - -
- others, specify - - - -
5 Others, please specify - - - -
Performance Linked Incentive 27,47,947 7,47,945 34,95,892
Arrears - - 36,43,506 - 36,43,506
Total 93,46,122 1,24,87,760 3,61,26,367 2,27,93,649 8,07,53,898
Ceiling as per the Act - - - - -
* Executive Chairman w.e.f. 2nd July 2018 to 29th September 2018 and w.e.f 30th October 2018
Sr. Particulars of
No. Remuneration Mr. Sanjay Mr. Hrishikesh Mr. Mr. Madhu Ms. Priyanka Total Amount
Mr. S. K. Dr. B. V. Mr. Dorab
Asher (Upto Parandekar Bhupatrai Rao (w.e.f. Mallick (w.e.f.
Tuteja Mehta Mistry
02.07.18) (Upto 30.06.18) Premji 27.06.18) 08.02.19)
I. Independent Directors
(a) Fee for 75,000 1,50,000 4,50,000 3,25,000 3,75,000 2,50,000 - 50,000 16,75,000
attending board/
committee
meetings
(b) Commission - - - - - - - - -
(c) Others, please - - - - - - - - -
specify
Total 75,000 1,50,000 4,50,000 3,25,000 3,75,000 2,50,000 - 50,000 16,75,000
Mr. R.K. Sinha has been appointed as a Nominee Director w.e.f. 6th August 2019
1. Other directorships includes directorships in all public companies except foreign companies and companies under Section 8 of the
Companies Act, 2013.
2. In accordance with Regulation 26 of the Listing Regulations, Memberships/Chairmanships of only Audit Committees and
Stakeholders’ Relationship Committees in all public limited companies have been considered. None of the Directors on the Board
is a Member of more than ten Committees or Chairman of more than five Committees across all listed entities in which they are
Director.
Names of the Listed Entities where the Director(s) of the Company i.e. Shree Renuka Sugars Limited is a Director and the
category of Directorship:
Sr. No. Name & DIN of Director Name of the Listed Entity Designation Category
1 Mr. Atul Chaturvedi Nil Nil Nil
DIN: 00175355
2 Mr. Vijendra Singh Nil Nil Nil
DIN: 03537522
3 Mr. Jean-Luc Bohbot Nil Nil Nil
DIN : 06857132
4 Mr. Stephen Ho Kiam Kong Nil Nil Nil
DIN : 07584449
5 Mr. S. K. Tuteja A2Z Infra Engineering Limited Chairman Independent, Non-Executive Director
DIN: 00594076 Havells India Limited Director Independent, Non-Executive Director
SML Isuzu Limited Chairman Independent, Non-Executive Director
6 Mr. Dorab Mistry Nil Nil Nil
DIN : 07245114
7 Mr. Bhupatrai Premji Nil Nil Nil
DIN : 07223590
8 Mr. Madhu Rao Nil Nil Nil
DIN: 02683483
9 Dr. Bharatkumar Mehta Nil Nil Nil
DIN : 00895163
10 Mr. Narendra Murkumbi Ravindra Energy Limited Director Non Independent,
DIN: 00009164 Non-Executive Director
11 Ms. Priyanka Mallick Nil Nil Nil
DIN: 06682955
There are no inter-se relationships between the Board 25 of Listing Regulations, a separate meeting of the
members. In the opinion of the Board, the Independent Independent Directors of the Company was held on 14th
Directors fulfills the conditions as specified in Listing February 2019.
Regulations and are independent of the management.
3. List of Core Skills/Expertise/Competencies
During the year, Mr. Sanjay Asher (DIN: 00008221) and identified by the Board of Directors
Mr. Hrishikesh Parandekar (DIN: 01224244), Independent
Directors resigned as Directors of the Company due to The Board of Directors have identified the following
personal reasons. There were no material reasons for their core skills/expertise/competencies of the Directors
resignation. of the Company, as required in the context of its
business and sector for it to function effectively.
The Company has familiarized its Independent Directors The members of the Board possess the requisite skills
regarding the Company, their roles, rights, responsibilities as mentioned below.
and liabilities in the Company. During the year, the Directors
were also familiarized with key changes in corporate Skills/expertise/competence Whether available with
laws and other relevant laws. The details of programs for the Board or not?
familiarisation of Independent Directors with the Company, Industry knowledge/experience
their roles, rights, responsibilities in the Company, nature Sugar Industry Yes
of the industry in which the Company operates, business
Experience Yes
model of the Company and related matters are put up on
the website of the Company at www.renukasugars.com Industry knowledge Yes
Understanding of relevant laws, Yes
Meeting of Independent Directors: As stipulated by the
rules, regulation and policy
Code of Independent Directors under the Companies Act,
2013 (here in after referred to as the Act) and Regulation International Experience Yes
k. Reviewing the adequacy of internal iii. The Audit Committee invites such of the
audit function, including the structure executives, as it considers appropriate,
of the internal audit department, representatives of the Statutory Auditors
staffing and seniority of the official and representatives of the Internal Auditors
heading the department, reporting to be present at its meetings. The Company
structure coverage and frequency of Secretary of the Company acts as the
internal audit; Secretary to the Audit Committee.
l. Discussion with internal auditors iv. The previous Annual General Meeting
on any significant findings and (AGM) of the Company was held on
follow up thereon; 29th September 2018 and was attended
by Mr. S K Tuteja, member of the Audit
m. Reviewing the findings of any internal
Committee on behalf of Mr. Madhu Rao,
investigations by the internal auditors
Chairman of the Audit Committee.
into matters where there is suspected
fraud or irregularity or a failure of internal v. The composition of the Audit Committee
control systems of a material nature and and the details of meetings attended by its
reporting the matter to the Board; members are given below:
n. Discussion with the statutory auditors Name Category No. of meetings
before the audit commences on the attended
nature and scope of audit as well as Held Attended
post-audit discussion to ascertain any
Mr. Madhu Rao Independent 4 3
area of concern; (Chairman)# Director
o. To look into the reasons for Mr. Dorab Mistry Independent 4 4
substantial defaults in the payment Director
to the depositors, debenture holders, Mr. Stephen Ho Non-Executive 4 3
shareholders (in case of non-payment Kiam Kong Director
of declared dividends) and creditors; Mr. Surender Independent 4 2
p. Review the functioning of the Whistle Kumar Tuteja* Director
Blower mechanism; Mr. Sanjay Asher Independent 4 1
(Chairman)@ Director
q. Approval of appointment of
Mr. Hrishikesh Independent 4 1
Chief Financial Officer (CFO) (i.e.
Parandekar @ Director
the whole-time Finance Director or
any other person heading the finance # w.e.f. 27th June 2018
* w.e.f. 8th August 2018
function or discharging that function) @ Upto 27th June 2018
after assessing the qualifications,
experience and background, etc. The Audit Committee has held four meetings during the
of the candidate; year and the gap between any two meetings did not exceed
four months. The Audit Committee meetings were held on
r. Evaluation of Risk Management systems; 2nd May 2018, 8th August 2018, 30th October 2018 and 14th
s. Monitoring the end use of funds February 2019.
raised through public offers and
B. Nomination and Remuneration /
related matters;
Compensation Committee
t. Reviewing the utilization of loans and/
i. The Board has constituted a Nomination and
or advances from/investment by the
Remuneration/Compensation Committee
holding company in the subsidiary
under Section 178 of the Act, read with the
exceeding rupees 100 crore or 10%
Listing Regulations.
of the asset size of the subsidiary,
whichever is lower including existing ii. The broad terms of reference of the said
loans / advances / investments existing Committee are as under:
as on the date of coming into force of
a. To identify persons who are qualified
this provision ;
to become directors and who may be
u. Carrying out any other function as is appointed in senior management of the
mentioned in the terms of reference Company in accordance with the criteria
of the Audit Committee or as may be laid down, recommend to the Board their
required by the Board. appointment and removal;
Pursuant to the provisions of the Act and 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.
iv. Details of remuneration paid/payable to Directors of the Company for the year ended 31st March 2019:
Details of remuneration paid/payable to Directors of the Company for the year ended 31st March 2019 are as
follow:
a. To look into the redressal of grievances of The Stakeholders’ Relationship Committee has held four
shareholders, debenture holders and other meetings during the year on 2nd May 2018, 8th August
security holders and to consider and resolve 2018, 30th October 2018 and 14th February 2019.
the grievances of the security holders
of the company including complaints iv. Details of investor complaints received and
related to transfer of shares / debentures, redressed during the year 2018-19 are as follows:
transmission / transposition / nomination
of shares / debentures, dematerialization Opening Received during Resolved during Closing
balance the year the year balance
/ rematerlisation of shares / debentures,
non-receipt of annual report, non-receipt 0 32 32 0
of dividends / interest / principal on shares
and debentures, sub-divide, consolidate D. Corporate Social Responsibility Committee
and issue share certificates / duplicate
i. In terms of Section 135 of the Act read with
share / debenture certificates, etc.;
the Companies (Corporate Social Responsibility
b. To look into matters that can facilitate Policy) Rules, 2014, the Board has constituted a
better investor services and relations; Corporate Social Responsibility Committee.
c. Review of measures taken for effective The composition of the Corporate Social
exercise of voting rights by shareholders; Responsibility Committee and the details of the
meetings attended are given below:
d. Review of adherence to the service
standards adopted by the listed entity in
During the year under review, the Committee met on 8th E. Other committees
August 2018.
In addition to the above referred committees, the
ii. The terms of reference of the Committee Board has also constituted committees of Directors
are as follows: to look into various operational business matters.
These Committees include
• To formulate and recommend to the
Board, a Corporate Social Responsibility • Allotment Committee
Policy which shall indicate the activities to • Share Transfer Committee
be undertaken by the Company; • Finance Committee
5. D
isclosures of the compliance with corporate governance requirements specified in Regulation
17 to 27 and Regulation 46(2) of Listing Regulations
The Disclosures of the Compliance with Corporate Governance Requirements specified in Regulation 17 to 27 and Regulation 46(2)
Compliance Status (Yes/
Sr. No. Particulars Regulations Brief Description of Regulations
No/NA)
1 Board of Directors 17(1) Composition of Board Yes *
17(2) Meeting of Board of Directors Yes
17(3) Review of Compliance Reports Yes
17(4) Plans for orderly succession for appointments Yes
17(5) Code of Conduct Yes
17(6) Fees/Compensation Yes
17(7) Minimum Information to be placed before the Board Yes
17(8) Compliance Certificate Yes
17(9) Risk Assessment & Management Yes
17(10) Performance Evaluation Yes
2 Audit Committee 18(1) Composition of Audit Committee & Presence of Yes **
the Chairman of the Committee at the Annual
General Meeting
18(2) Meeting of Audit Committee Yes
18(3) Role of the Committee and Review of information Yes
by the Committee
3 Nomination and 19(1) & (2) Composition of Nomination and Yes
Remuneration Committee Remuneration Committee
19(3) Presence of the Chairman of the Committee at the Yes
Annual General Meeting
19(4) Role of the Committee Yes
4 Stakeholders 20(1), (2) & (3) Composition of Stakeholders Relationship Committee Yes
Relationship Committee 20(4) Role of the Committee Yes
5 Risk 21(1), (2) & (3) Composition of Risk Management Committee NA
Management Committee 21(4) Role of the Committee NA
Special Resolutions:
The following are the details of special resolutions passed at the last three AGMs.
Date Summary of Special Resolutions Passed
29 September 2018
th
1. Approval for increase in borrowing limit under Section 180(1)(c) of the Act;
2. Approval for authority to create charge, mortgage etc. as per Section 180(1)(a) of the Act
21 December 2017
st
1. Re-appointment and fixation of remuneration of Mrs. Vidya Murkumbi as Whole-time Director
designated as ‘Executive Chairperson’;
3. Re-appointment and fixation of remuneration of Mr. Narendra Murkumbi as Vice Chairman &
Managing Director;
4. Issue of upto 51,32,14,505 equity shares (FV Re 1 each) to the lenders pursuant to debt
restructuring exercise;
5. Issue of upto 9,35,60,000, 0.01% Redeemable Preference Shares (FV Rs. 100 each) to the lenders
pursuant to debt restructuring exercise;
21st December 2017 6. Issue of upto 4,50,00,000, 0.01% Optionally Convertible Preference Shares (FV Rs. 100 each) to
the lenders pursuant to debt restructuring exercise;
7. Issue of upto upto 5,850, 0.01% Non-Convertible Debentures (FV Rs. 10 lacs each) to the lenders
pursuant to debt restructuring exercise.
27th September 2016 1. Approval for allotment of equity shares upon conversion of a part of the loans into Equity Shares;
2. Approval for payment of existing remuneration to Mr. Narendra Murkumbi, Vice Chairman &
Managing Director of the Company (DIN 00009164).
B. Postal Ballot
The Company has not passed any resolution through Postal Ballot during the Financial Year 2018-19.
However, the Company has completed the process of one postal ballot as per provisions of Section 110 of
the Act before the dispatch of this annual report. M/s. T F Khatri & Associates, Practising Company Secretary
was appointed as Scrutinizer for conducting postal ballot in a fair and transparent manner. The voting was
conducted through physical mode as well as electronic mode.
The Company had engaged the services of Karvy Fintech Private Limited (Karvy) to provide e-voting facility to
its Members. The notice of postal ballot was accompanied with detailed instructions kit to enable the members
to understand the procedure and manner in which postal ballot voting (including e-voting) to be carried out.
The following Resolutions are deemed to have been passed on the last date of e-voting and receipt of Postal
Ballot forms i.e. on Friday, 19th July 2019. The voting results along with the Scrutinizer’s Report has been
displayed at the Registered Office and Corporate Office of the Company and on the website of the Company viz.
www.renukasugars.com and Karvy viz. www.karvyfintech.com. All the Resolutions were approved with requisite
majority. The details of results of Postal Ballot are as under:
(iv) Separate posts of Chairperson and CEO: allotment or qualified institutions placement
Since the Company does not have CEO, during the year.
the requirement regarding separate
i. The Executive Chairman and CFO of the
posts of the Chairperson and CEO is not
Company have certified to the Board of
applicable; and
Directors, inter alia, the accuracy of the financial
(v) Reporting of Internal Auditor: The Internal statements and adequacy of internal controls
Auditor of the Company reports directly to for the financial reporting except to the extent
the Audit Committee. mentioned in clause 8 a of annexure 2 of the
Auditors’ report which forms part of the annual
e. The Company’s policy for determining material
report, as required under Regulation 17(8) of the
subsidiaries may be accessed on the Company’s
Listing Regulations for the financial year ended
website at www.renukasugars.com
31st March 2019.
f. The Company’s policy on related party
j. The Company has obtained a Certificate
transactions may be accessed on the Company’s
pursuant to Regulation 34(3) read with Schedule
website at www.renukasugars.com
V of Listing Regulations from M/s. T F Khatri
g. Disclosure on Commodity Price Risk/Foreign & Associates., Practising Company Secretary
Exchange Risk and Hedging Activities certifying that none of the Directors on the
Board of the Company have been debarred or
Commodity risks and Hedging: Sugar price
disqualified from being appointed or continuing
risk is one of the important market risk for the
as Directors of Companies by the Securities and
Company. The Company has a robust framework
Exchange Board of India or Ministry of Corporate
and governance mechanism in place to ensure
Affairs or any such statutory authority. The said
that the organisation is adequately protected
certificate has been annexed with this Report.
from the market volatility. Commodity Risk
Management Policy is formulated to articulate k. Where the board had not accepted any
the risk management philosophy, objectives recommendation of any committee of the board
and processes. The Company is exposed to which is mandatorily required, in the relevant
usual price risk associated with fluctuation in financial year, the same to be disclosed along
sugar prices. In domestic market, physical sugar with reasons thereof: Not Applicable
is mostly traded on spot basis on prevailing
l. Total fees for all services paid by the Company
physical sugar prices.
and its subsidiaries, on a consolidated basis,
Foreign Exchange Risk and Hedging: to the statutory auditor and all entities in the
The Company is exposed to Currency Risk network firm/network entity of which the
arising from its trade exposures and Capital statutory auditor is a part: Details relating to fees
receipt/payments denominated, in other than paid to the statutory auditors are given in Note
the Functional Currency. The Company has a 35 to the Standalone Financial Statements.
detailed policy which includes setting of the
m. Disclosures in relation to the Sexual Harassment
recognition parameters, benchmark targets,
of Women at Workplace (Prevention, Prohibition
the boundaries within which the treasury has
and Redressal) Act, 2013:
to perform and also lays down the checks and
controls to ensure the effectiveness of the a. number of complaints filed during the
treasury function. financial year 2018-19: Nil
The Company has defined strategies for b. number of complaints disposed of during
addressing the risks for each category of the financial year 2018-19: N.A.
exposures (e.g. for exports, for imports, for loans,
c. number of complaints pending as on end
etc.). The treasury function aggregates the
of the financial year 2018-19: N.A.
foreign exchange exposure and takes measures
to hedge the exposure based on prevalent
8. Code of Conduct
macroeconomic conditions.
Pursuant to Regulation 17(5) of the Listing
h. Details of utilization of funds raised through
Regulations, the Board of Directors has laid down
preferential allotment or qualified institutions
a ‘Code of Conduct’ for all the Board and Senior
placement as specified under regulation 32(7A)
Management Members and they have affirmed
of Listing Regulations: This Regulation is not
compliance with the said Code of Conduct of the
applicable to the Company as the Company
Company for the Financial Year 2018-19.
has not raised any funds through preferential
b. Financial Year The Financial Year of the Company is from 1st April to 31st March.
c. Tentative Financial Calendar 2019-20
1st Quarterly results were declared on 6th August 2019
2nd Quarterly results on or before 14th November 2019
3rd Quarterly results on or before 14th February 2020
4th Quarterly results on or before 30th May 2020
d. Date of Book Closure Wednesday, 25th September 2019 to Wednesday, 30th September 2019
(both days inclusive).
e. Dividend Payment Date No Dividend has been recommended by the Board for the year ended
31st March 2019
f. C
orporate Identification Number L01542KA1995PLC019046
(CIN) of the Company
g. ISINs
Equity shares INE087H01022
0.01% Optionally Convertible Preference Shares INE087H03028
0.01% Redeemable Preference Shares INE087H04018
11.70% Non-Convertible Debentures INE087H07060
11.30% Non-Convertible Debentures INE087H07078
INE087H07086
0.01% Non-Convertible Debentures
h. Unclaimed Shares Nil
i. Listing on Stock Exchanges
The Company’s equity shares are listed on the Stock Exchanges as mentioned hereunder:
National Stock Exchange of India Limited (NSE) BSE Limited (BSE)
Exchange Plaza, Bandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001
Mumbai - 400051
The Company has paid the listing fees for the year 2019-20.
j. Stock Code:
NSE - RENUKA BSE – 532670
he monthly high and low price of equity shares traded on the National Stock Exchange of India Limited (NSE) and the BSE Limited
T
(BSE) are as under
BSE NSE
l. Performance Comparison : SRSL v/s BSE SENSEX and SRSL v/s NSE NIFTY
38,000 17.00
16.00
37,000
15.00
36,000 14.00
35,000 13.00
12.00
34,000
11.00
33,000
10.00
32,000 9.00
18
18
9
18
18
18
8
8
18
8
19
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BSE SRSL
16.00
11500
15.00
14.00
11000
13.00
10500 12.00
11.00
10000
10.00
9500 9.00
18
18
9
9
18
18
19
18
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D
N
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NSE SRSL
% of total equity
Particulars No. Of shareholders % of total shareholders No. of equity shares Amount in Rs.
shares
q. Dematerialization of shares and liquidity As on 31st March 2019, 191,10,61,641 equity shares of the Company (99.70% of the
total issued equity capital) were held in dematerialized form and 57,57,651 equity
shares (0.30% of the total issued equity capital) were held in physical form. Registrar
and Transfer Agent are appointed for transfer of shares in dematerialization mode
and in physical mode.
r. Outstanding GDRs/ADRs/Warrants or any -
convertible instrument –
During the year, India Ratings and Research (Ind-Ra) has upgraded the Company’s Long-Term Issuer Rating. The Outlook is Stable.
The details of rating are as given below.
Further, ICRA Limited on 10th July 2019 has assigned/reaffirmed the credit rating to the various facilities availed by the
Company. The details of rating are as given below.
Certificate under regulation 34(3) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
To,
The Members of
Shree Renuka Sugars Limited
I have examined the relevant registers, records, forms, returns and declarations/disclosures received from the Directors
and taken on record by the Board of Directors of Shree Renuka Sugars Limited, having CIN L01542KA1995PLC019046
and having registered office situated at BC 105, Povlock Road, Off Havelock Road, Cantonment, Belgaum - 590 001,
Karnataka, India (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Listing Regulations.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and carried by me and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company for the Financial Year ended 31st
March 2019 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.
i) During the year, the composition of Board of Directors was not in compliance with Regulation 17 of Listing Regulations,
2015, for certain period of the year, with reference to woman director on the Board of Directors. The vacancy caused by
resignation on 30th June 2018 was filled on 8th February 2019.
ii) The Annual General Meeting of the Company held on 29th September 2018 was attended by member of the Audit
Committee, on behalf of the Chairman of the Audit Committee.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Key audit matters How our audit addressed the key audit matter
Revaluation of property, plant and equipment’s’ (as described in note 3 of the standalone Ind AS financial statements)
The Company has opted for revaluation Our audit procedures included the following:
model for measuring freehold land,
buildings and plant and machineries • Read and assessed the Company’s accounting policies with respect
(‘PPE) and these assets are carried in the to PPE for compliance with relevant accounting standards.
books at the fair value less accumulated • We evaluated the design and tested the operative effectiveness of
depreciation. internal controls related to revaluation of PPE.
Independent valuations are undertaken • We obtained from the Company management, the report on
at least once in every three years, or more valuation of PPE performed by an external expert appointed by the
frequently if there is an indicator that the Company and have involved our valuation specialists to evaluate the
fair value has changed significantly. valuation methodology as well as key assumptions used in valuation
The Company has recognised revaluation such as external quotations, salvage value, type of building
surplus of Rs. 563.95 Million (net of tax of construction, capacity, technology of machines etc.
Rs. 255.74 Million) based on the valuation
• We assessed the impact of changes in key assumptions on the
done as at March 31, 2019.
valuation analysis prepared by the Company.
Revaluation of PPE is a key audit matter due • We assessed the competence, objectivity and independence of the
to its financial magnitude and judgements external valuer appointed by the Company.
involved in the assessment of the fair value
• We obtained details of physical verification of PPE from the
of these assets. The judgment relates to
independent valuer and compared the results of the physical
the valuation methodologies used and
the assumptions included in each of those verification of PPE with the listing of PPE as per the fixed assets
methodologies. register on sample basis.
• We assessed whether the change in valuation was accounted by
the Company within the revaluation reserve and statement of
comprehensive income as applicable.
• We assessed the disclosures in the financial statement for
compliance with the requirements of Ind AS.
Recoverability of deferred tax assets (as described in note 9 of the standalone Ind AS financial statements)
Deferred tax assets are recognised Our audit procedures included the following:
on tax losses carried forward when it
Our audit procedures included considering the Company's accounting
is probable that taxable profit will be
policies with respect to income taxes.
available against which the tax losses
can be utilised. The Company’s ability We evaluated the design and tested the operative effectiveness internal
to recognise deferred tax assets on controls related to income taxes.
tax losses carried forward is assessed
We obtained from the Company management the projections for taxable
by management at the end of each
profits supported by future business plans.
reporting period, taking into account
forecasts of future taxable profits.
At March 31, 2019, net deferred tax We discussed the financial projections and future business plans with the
assets recognised in the standalone Ind- management.
AS financial statements amounted to Rs.
We assessed the schedules for the reversal of temporary differences.
3,148.13 Million.
We assessed the key assumptions used in the financial projections, including
recovery rate, expected sale realisation for sugar and ethanol by comparing it
The valuation of deferred taxes is based to the approved business plan and projections used.
on significant estimates by management
We involved tax specialists who evaluated the tax positions relating to
regarding availability of sufficient future
temporary differences on which deferred tax asset and liability have been
taxable profits and accordingly, we have
recognised by the Company.
considered this to be a key audit matter.
Tested the arithmetical accuracy of the tax computations and future
projections of taxable profits.
We assessed the disclosures in the financial statement for compliance with
the requirements of Ind AS.
Other Information
5. The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the standalone Ind AS financial statements and our
auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not and
will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether such other information
is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance and shall comply with the relevant applicable
requirements of the Standard on Audit for The Auditor’s Responsibility in relation to Other Information in Documents
containing audited financial statements.
6. Responsibilities of Management for the users taken on the basis of these standalone Ind AS
Standalone Ind AS Financial Statements financial statements.
The Company’s Board of Directors is responsible 10. As part of an audit in accordance with SAs, we exercise
for the matters stated in section 134(5) of the Act professional judgment and maintain professional
with respect to the preparation of these standalone skepticism throughout the audit. We also:
Ind AS financial statements that give a true and fair
● Identify and assess the risks of material
view of the financial position, financial performance
misstatement of the standalone Ind AS financial
including other comprehensive income, cash flows
statements, whether due to fraud or error,
and changes in equity of the Company in accordance
design and perform audit procedures responsive
with the accounting principles generally accepted
to those risks, and obtain audit evidence that is
in India, including the Indian Accounting Standards
sufficient and appropriate to provide a basis
(Ind AS) specified under section 133 of the Act read
for our opinion. The risk of not detecting a
with the Companies (Indian Accounting Standards)
material misstatement resulting from fraud
Rules, 2015, as amended. This responsibility also
is higher than for one resulting from error, as
includes maintenance of adequate accounting
fraud may involve collusion, forgery, intentional
records in accordance with the provisions of the
omissions, misrepresentations, or the override
Act for safeguarding of the assets of the Company
of internal control.
and for preventing and detecting frauds and
other irregularities; selection and application of ● Obtain an understanding of internal control
appropriate accounting policies; making judgments relevant to the audit in order to design
and estimates that are reasonable and prudent; audit procedures that are appropriate in the
and the design, implementation and maintenance circumstances. Under section 143(3)(i) of the
of adequate internal financial controls, that were Act, we are also responsible for expressing our
operating effectively for ensuring the accuracy and opinion on whether the Company has adequate
completeness of the accounting records, relevant to internal financial controls system in place and
the preparation and presentation of the standalone the operating effectiveness of such controls.
Ind AS financial statements that give a true and
● Evaluate the appropriateness of accounting
fair view and are free from material misstatement,
policies used and the reasonableness of
whether due to fraud or error.
accounting estimates and related disclosures
7. In preparing the standalone Ind AS financial made by management.
statements, management is responsible for assessing
● Conclude on the appropriateness of
the Company’s ability to continue as a going concern,
management’s use of the going concern basis
disclosing, as applicable, matters related to going
of accounting and, based on the audit evidence
concern and using the going concern basis of
obtained, whether a material uncertainty exists
accounting unless management either intends to
related to events or conditions that may cast
liquidate the Company or to cease operations, or has
significant doubt on the Company’s ability to
no realistic alternative but to do so.
continue as a going concern. If we conclude that
8. Those Board of Directors are also responsible for a material uncertainty exists, we are required
overseeing the Company’s financial reporting process. to draw attention in our auditor’s report to the
related disclosures in the financial statements
Auditor’s Responsibilities for the Audit of the
or, if such disclosures are inadequate, to modify
Standalone Ind AS Financial Statements
our opinion. Our conclusions are based on the
9. Our objectives are to obtain reasonable assurance audit evidence obtained up to the date of our
about whether the standalone Ind AS financial auditor’s report. However, future events or
statements as a whole are free from material conditions may cause the Company to cease to
misstatement, whether due to fraud or error, and to continue as a going concern.
issue an auditor’s report that includes our opinion.
● Evaluate the overall presentation, structure and
Reasonable assurance is a high level of assurance,
content of the standalone Ind AS financial
but is not a guarantee that an audit conducted in
statements, including the disclosures, and
accordance with SAs will always detect a material
whether the standalone Ind AS financial
misstatement when it exists. Misstatements can arise
statements represent the underlying
from fraud or error and are considered material if,
transactions and events in a manner that
individually or in the aggregate, they could reasonably
achieves fair presentation.
be expected to influence the economic decisions of
11. We communicate with those charged with governance taken on record by the Board of Directors, none of
regarding, among other matters, the planned scope the directors is disqualified as on March 31, 2019
and timing of the audit and significant audit findings, from being appointed as a director in terms of
including any significant deficiencies in internal control Section 164 (2) of the Act;
that we identify during our audit.
(f) With respect to the adequacy of the internal
12. We also provide those charged with governance with financial controls over financial reporting of the
a statement that we have complied with relevant Company with reference to these standalone
ethical requirements regarding independence, and Ind AS financial statements and the operating
to communicate with them all relationships and effectiveness of such controls, refer to our
other matters that may reasonably be thought to separate Report in “Annexure 2” to this report;
bear on our independence, and where applicable,
(g) In our opinion, to the best of our information and
related safeguards.
explanation given to us, the remuneration paid
13. From the matters communicated with those charged to the Chairman and the Whole-time Director for
with governance, we determine those matters that the year ended March 31, 2019 are in excess of
were of most significance in the audit of the standalone the limits applicable under section 197 of the Act,
Ind AS financial statements for the financial year ended read with Schedule V thereto, by Rs. 6.92 Million
March 31, 2019 and are therefore the key audit matters. and Rs. 21.15 Million. We are informed by the
We describe these matters in our auditor’s report unless management that it proposes to obtain approval
law or regulation precludes public disclosure about the of the shareholders in a general meeting by way
matter or when, in extremely rare circumstances, we of a special resolution;
determine that a matter should not be communicated
(h) With respect to the other matters to be included
in our report because the adverse consequences of
in the Auditor’s Report in accordance with
doing so would reasonably be expected to outweigh
Rule 11 of the Companies (Audit and Auditors)
the public interest benefits of such communication.
Rules, 2014, as amended in our opinion and to
Report on Other Legal and Regulatory Requirements the best of our information and according to the
explanations given to us:
14. As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”), issued by the Central Government (i) The Company has disclosed the impact of
of India in terms of sub-section (11) of section 143 of pending litigations on its financial position
the Act, we give in the “Annexure 1” a statement on the in its standalone Ind AS financial statements
matters specified in paragraphs 3 and 4 of the Order. – Refer Note 38 to the standalone Ind AS
financial statements;
15. As required by Section 143(3) of the Act, we report that:
(ii) The Company has made provision,
(a) We have sought and obtained all the information
as required under the applicable law
and explanations which to the best of our
or accounting standards, for material
knowledge and belief were necessary for the
foreseeable losses, if any, on long-term
purposes of our audit;
contracts including derivative contracts
(b) In our opinion, proper books of account as – Refer Note 24 to the standalone Ind AS
required by law have been kept by the Company financial statements;
so far as it appears from our examination
(iii) There were no amounts which were required
of those books;
to be transferred to the Investor Education
(c) The Balance Sheet, the Statement of Profit and Protection Fund by the Company.
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity For S R B C & CO LLP
dealt with by this Report are in agreement with Chartered Accountants
the books of account; ICAI Firm Registration Number: 324982E/E300003
(d) In our opinion, the aforesaid standalone Ind AS Shyamsundar Pachisia
financial statements comply with the Accounting Partner
Standards specified under Section 133 of the Membership Number: 049237
Act, read with Companies (Indian Accounting
Place of Signature: Mumbai
Standards) Rules, 2015, as amended; Date: May 16, 2019
(e) On the basis of the written representations
received from the directors as on March 31, 2019
(viii) In our opinion and according to the information and explanations given by the management, the Company has
not defaulted in repayment of loans or borrowing to a financial institution, bank. The Company did not have any
outstanding loans or borrowing dues to government during the year. The Company is in process of obtaining
necessary approvals from lenders and members for restructuring its non-convertible debentures held by public
financial institution, through the terms of restructuring are yet to be approve by members, the Company has made
payments to public financial institution on the restructure balances.
(ix) According to the information and explanations given by the management, the Company has not raised any money
by way of initial public offer / further public offer / debt instruments. In our opinion and according to the information
and explanations given by the management, the Company has utilized the monies raised by way of term loans for the
purposes for which they were raised.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial
statements and according to the information and explanations given by the management, we report that no fraud by
the company or no fraud / material fraud on the company by the officers and employees of the Company has been
noticed or reported during the year.
(xi) According to the information and explanation given by the management, we report that remuneration of the
Managing Director for the year ended March 31, 2019 is in excess of the limits applicable under section 197 of the
Act, read with Schedule V thereto, by Rs 28.07 Million. We are informed by the management that it proposes to obtain
approval of the shareholders in a general meeting by way of a special resolution.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3 (xii) of the order are not
applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed
in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet,
the company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to
the company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered
into any non-cash transactions with directors or persons connected with him as referred to in section 192 of
Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of
India Act, 1934 are not applicable to the Company.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
Shyamsundar Pachisia
Partner
Membership Number: 049237
Place of Signature: Mumbai
Date: May 16, 2019
the possibility of collusion or improper management financial statements were operating effectively as
override of controls, material misstatements due of March 31, 2019, based on the internal control
to error or fraud may occur and not be detected. over financial reporting criteria established by the
Also, projections of any evaluation of the internal Company considering the essential components
financial controls over financial reporting with of internal control stated in the Guidance Note on
reference to these standalone financial statements Audit of Internal Financial Controls Over Financial
to future periods are subject to the risk that the Reporting issued by the Institute of Chartered
internal financial control over financial reporting with Accountants of India.
reference to these standalone financial statements
Explanatory paragraph
may become inadequate because of changes in
conditions, or that the degree of compliance with the 11. We also have audited, in accordance with the
policies or procedures may deteriorate. Standards on Auditing issued by the Institute of
Chartered Accountants of India, as specified under
Qualified Opinion
Section 143(10) of the Act, the standalone financial
8. According to the information and explanations given statements of Shree Renuka Sugars Limited, which
to us and based on our audit, the following material comprise the Balance sheet as at March 31 2019,
weakness has been identified as at March 31, 2019: the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the
(a) The Company did not have robust
Cash Flow Statement and the Statement of Changes
documentation with respect to access
in Equity for the year then ended, and notes to
controls and program change controls
the financial statements, including a summary of
pertaining to cane management software.
significant accounting policies and other explanatory
These could result in potential misstatement to
information. This material weakness was considered
the financial statements.
in determining the nature, timing, and extent of
9. A ‘material weakness’ is a deficiency, or a combination audit tests applied in our audit of the March 31, 2019
of deficiencies, in internal financial control over standalone financial statements of Shree Renuka
financial reporting, such that there is a reasonable Sugars and this report does not affect our report
possibility that a material misstatement of the dated May 16, 2019, which expressed unmodified
company’s annual or interim financial statements will opinion on those financial statements.
not be prevented or detected on a timely basis.
For S R B C & CO LLP
10. In our opinion, except for the possible effects of Chartered Accountants
the material weakness described above on the ICAI Firm Registration Number: 324982E/E300003
achievement of the objectives of the control criteria,
Shyamsundar Pachisia
the Company has maintained, in all material respects,
Partner
adequate internal financial controls over financial Membership Number: 049237
reporting with reference to these standalone financial
statements and such internal financial controls over Place of Signature: Mumbai
financial reporting with reference to these standalone Date: May 16, 2019
Balance Sheet
as at 31st March 2019
All amounts in million Indian Rupees, unless otherwise stated
As at As at
Notes
31st March 2019 31st March 2018
Assets
Non-current assets
Property, plant and equipment 3 38,015.76 38,612.23
Capital work-in-progress 3 1,003.53 269.16
Other intangible assets 4 0.40 0.43
Financial assets
Investments 5 1,086.29 1,261.41
Loans 6 1,815.30 -
Other non-current financial assets 7 127.69 144.05
Other non-current assets 8 1,595.59 1,647.93
Income tax receivable 232.61 312.05
Deferred tax assets (net) 9 3,148.13 3,250.42
Total non-current assets 47,025.30 45,497.68
Current assets
Inventories 10 16,428.87 9,296.47
Financial assets
Trade receivables 11 1,806.02 6,990.09
Cash and cash equivalents 12 202.02 339.23
Other Bank balances 13 18.61 21.19
Loans 14 266.99 315.96
Other current financial assets 15 469.34 13.43
Other current assets 16 2,709.28 2,964.75
Total current assets 21,901.13 19,941.12
Total assets 68,926.43 65,438.80
Equity and liabilities
Equity
Equity share capital 17a 1,916.82 1,916.82
Other equity 17b
Securities Premium 30,396.51 30,396.51
Debenture redemption reserve 625.00 625.00
Changes in equity instrument and others (120.31) 54.82
Revaluation reserve 10,759.28 11,069.14
Retained earnings (38,112.81) (35,146.91)
Total Equity 5,464.49 8,915.38
Non-current liabilities
Financial liabilities
Borrowings 18 19,691.29 21,017.24
Other non-current financial liabilities 19 24.82 60.89
Net employee benefit liabilities 20 191.07 118.33
Government grants 21 318.21 52.02
Total non-current liabilities 20,225.39 21,248.48
Current liabilities
Financial liabilities
Borrowings 22 5,478.18 1,662.10
Trade payables 23
- Total outstanding dues of micro and small enterprises 17.13 -
- Total outstanding dues of creditors other than micro and 26,613.78 26,636.92
small enterprise
Other current financial liabilities 24 10,085.52 1,448.93
Government grants 21 59.42 95.54
Other current liabilities 25 919.54 5,423.91
Net employee benefit liabilities 26 62.98 7.54
Total current liabilities 43,236.55 35,274.94
Total liabilities 63,461.94 56,523.42
Total equity and liabilities 68,926.43 65,438.80
Significant accounting policies 2.1
Accompanying notes 1 to 46 form integral part of these financial statements
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
1. Corporate information
All the borrowings availed by the Company are secured
Shree Renuka Sugars Limited (“SRSL” or “the by corporate guarantee provided by the ultimate
Company”) is a public company incorporated and parent company (Wilmar International Limited).
domiciled in India. The Company’s shares are listed on
Further the Board of Directors of Wilmar Sugar
the BSE Ltd. and National Stock Exchange of India Ltd.
Holdings Pte Limited, the parent company, has
The registered office of the company is located at BC
provided letter of support to the Company, to meet
105 Havelock Road, Camp, Belagavi - 590001.
shortfall in its normal trade related working capital
The Company is principally engaged in the requirements during the 12 months period ended
manufacturing of sugar, ethyl alcohol and ethanol March 31, 2020.
and generation and sale of power.
Accordingly, the Company management believes it
The financial statements for the year ended will be able meet all its financial obligations, as and
31st March 2019 were authorised for issue by the when they fall due during the next twelve months.
Board of Directors of the Company on 16th May 2019. Accordingly, Company has prepared the financial
statements on going concern basis.
2.1 Significant accounting policies
I. Basis of Preparation: II. Summary of significant accounting policies:
The financial statements of the Company a. Current versus non-current classification
has been prepared in accordance with Indian The Company presents assets and
Accounting Standards (Ind AS) notified under liabilities in the balance sheet based
the Companies (Indian Accounting Standards) on current/ non-current classification.
Rules, 2015, (as amended from time to time). An asset is treated as current when it is:
The financial statements have been prepared on o Expected to be realised or intended
a historical cost basis, except for the following to be sold or consumed in normal
assets and liabilities which have been measured operating cycle
at fair value or revalued amount:
o Held primarily for the
- Land, buildings and plant and machinery purpose of trading
classified as property, plant and equipment
o Expected to be realised within twelve
- Certain financial assets and liabilities months after the reporting period, or
measured at fair value (refer note 2.1(II)(o)
o Cash or cash equivalent unless
financial instruments).
restricted from being exchanged
The financial statements are prepared in ` and or used to settle a liability for at
all values are rounded off to the nearest millions least twelve months after the
except when stated otherwise. reporting period.
Going concern All other assets are classified
As at March 31, 2019, the current liabilities of the as non-current.
Company exceeded its current assets by ` 21,336.43
A liability is treated as current when:
million. During the year ended March 31, 2019 the
Company has incurred net loss of ` 3,818.94 million o It is expected to be settled in normal
and the Company has accumulated net losses of operating cycle
` 38,112.81 million as at March 31, 2019.
o It is held primarily for the
The Company management has prepared a cash purpose of trading
flow forecast of the Company for 12 months period
o It is due to be settled within twelve
ending 31st March 2020.The Company has collected
months after the reporting period, or
large portion of trade receivable outstanding as
at 31st March 2018 and has repaid farmer dues of o There is no unconditional right to
past seasons. The Company net loss for the year has defer the settlement of the liability
reduced from ` 29,821.36 million in the previous year for at least twelve months after the
to ` 3,818.94 million in the year ended March 31 2019. reporting period
The Company classifies all other liabilities on the presumption that the transaction
as non-current. to sell the asset or transfer the liability
takes place either:
Deferred tax assets and liabilities
are classified as non-current assets o In the principal market for the asset
and liabilities. or liability, or
The operating cycle is the time between o In the absence of a principal market,
the acquisition of assets for processing in the most advantageous market for
and their realisation in cash and cash the asset or liability
equivalents. The company has identified
The principal or the most advantageous
twelve months as its operating cycle.
market must be accessible by the
b. Foreign currencies Company. The fair value of an asset or a
The Company’s financial statements are liability is measured using the assumptions
presented in `, which is also the Company’s that market participants would use when
functional currency. pricing the asset or liability, assuming
that market participants act in their
Transactions and balances
economic best interest.
Transactions in foreign currencies are
A fair value measurement of a
initially recorded by the Company at
non-financial asset takes into account a
functional currency spot rates at the
market participant’s ability to generate
date the transaction first qualifies for
economic benefits by using the asset in
recognition. However, for practical
its highest and best use or by selling it to
reasons, the Company uses an average
another market participant that would use
rate if the average approximates the actual
the asset in its highest and best use.
rate at the date of the transaction.
The Company uses valuation techniques
Monetary assets and liabilities
that are appropriate in the circumstances
denominated in foreign currencies are
and for which sufficient data are available
translated at the functional currency spot
to measure fair value, maximising the
rates of exchange at the reporting date.
use of relevant observable inputs and
Non-monetary items that are measured in minimising the use of unobservable inputs.
terms of historical cost in a foreign currency
All assets and liabilities for which fair value
are translated using the exchange rates
is measured or disclosed in the financial
at the dates of the initial transactions.
statements are categorised within the fair
Non-monetary items measured at fair
value hierarchy, described as follows, based
value in a foreign currency are translated
on the lowest level input that is significant
using the exchange rates at the date when
to the fair value measurement as a whole:
the fair value is determined. The gain or loss
arising on translation of non-monetary o Level 1 — Quoted (unadjusted)
items measured at fair value is treated in market prices in active markets for
line with the recognition of the gain or loss identical assets or liabilities
on the change in fair value of the item (i.e.,
o Level 2 — Valuation techniques
translation differences on items whose fair
for which the lowest level input
value gain or loss is recognised in OCI or
that is significant to the fair
profit or loss are also recognised in OCI or
value measurement is directly or
profit or loss, respectively).
indirectly observable
c. Fair value measurement
o Level 3 — Valuation techniques
The Company measures financial
for which the lowest level input
instruments, such as, derivatives at fair
that is significant to the fair value
value at each balance sheet date.
measurement is unobservable.
Fair value is the price that would be
For assets and liabilities that are recognised
received to sell an asset or paid to transfer
in the financial statements on a recurring
a liability in an orderly transaction between
basis, the Company determines whether
market participants at the measurement
transfers have occurred between
date. The fair value measurement is based
levels in the hierarchy by re-assessing
Deferred tax assets and deferred tax carrying amount of the asset and
liabilities are offset if a legally enforceable depreciation based on the asset’s
right exists to set off current tax assets original cost. Additionally, accumulated
against current tax liabilities. depreciation as at the revaluation date
is eliminated against the gross carrying
g. Property, plant and equipment
amount of the asset and the net amount
Freehold and leasehold land, buildings
is restated to the revalued amount of the
and plant and machinery, other than
asset. Upon disposal, any revaluation
investment property are carried in
reserve relating to the particular asset
the balance sheet on the basis of
being sold is transferred directly to
revaluation model.
retained earnings.
Capital work in progress is stated at
Depreciation is calculated on a straight-line
cost after reducing impairment losses,
basis over the estimated useful lives of the
if any. Such cost includes the cost of
assets as follows:
replacing part of the plant and equipment
and borrowing costs for long-term Category Useful life
construction projects if the recognition Buildings 5 - 60 Years
criteria are met. When significant parts Plant and Equipments 5 - 40 Years
of plant and equipment are required to Furniture and Fixtures 1 - 10 Years
Vehicles 7 - 8 Years
be replaced at intervals, the Company
Office Equipments 1 - 10 Years
depreciates them separately based on
their specific useful lives. Likewise, when The Company, based on technical
a major inspection is performed, its cost is assessment made by management
recognised in the carrying amount of the estimate, depreciates certain items of
plant and equipment as a replacement building, plant and equipment over
if the recognition criteria are satisfied. estimated useful lives which are different
All other repair and maintenance costs from the useful life prescribed in
are recognised in profit or loss as incurred. Schedule II to the Companies Act, 2013.
The present value of the expected cost for The management believes that these
the decommissioning of an asset after its estimated useful lives are realistic and
use is included in the cost of the respective reflect fair approximation of the period
asset if the recognition criteria are met. over which the assets are likely to be used.
Land, buildings and plant and machinery An item of property, plant and equipment
are measured at fair value less accumulated and any significant part initially recognised
depreciation on buildings and impairment is derecognised upon disposal or when no
losses recognised at the date of future economic benefits are expected
revaluation. Valuations are performed with from its use or disposal. Any gain or loss
sufficient frequency to ensure that the arising on derecognition of the asset
carrying amount of a revalued asset does (calculated as the difference between the
not differ materially from its fair value. net disposal proceeds and the carrying
amount of the asset) is included in
A revaluation surplus is recorded in OCI
the income statement when the asset
and credited to the asset revaluation
is derecognised.
surplus in equity. However, to the extent
that it reverses a revaluation deficit of the The residual values, useful lives and
same asset previously recognised in profit methods of depreciation of property,
or loss, the increase is recognised in profit plant and equipment are reviewed at
and loss. A revaluation deficit is recognised each financial year end and adjusted
in the statement of profit and loss, except prospectively, if appropriate.
to the extent that it offsets an existing
h. Intangible assets
surplus on the same asset recognised in
the asset revaluation reserve. Intangible assets acquired separately
are measured on initial recognition
An annual transfer from the asset
at cost. Following initial recognition,
revaluation reserve to retained earnings
intangible assets are carried at cost
is made for the difference between
less any accumulated amortisation and
depreciation based on the revalued
accumulated impairment losses.
resources embodying economic benefits the net defined benefit liability), are
will be required to settle the obligation recognised immediately in the balance
and a reliable estimate can be made of sheet with a corresponding debit or credit
the amount of the obligation. When the to retained earnings through OCI in the
Company expects some or all of a provision period in which they occur.
to be reimbursed, for example, under an
Re-measurements are not reclassified to
insurance contract, the reimbursement
profit or loss in subsequent periods.
is recognised as a separate asset, but
only when the reimbursement is virtually Net interest is calculated by applying the
certain. The expense relating to a provision discount rate to the net defined benefit
is presented in the statement of profit and liability or asset. The Company recognises
loss net of any reimbursement. the following changes in the net defined
benefit obligation as an expense in the
If the effect of the time value of money is
consolidated statement of profit and loss:
material, provisions are discounted using
a current pre-tax rate that reflects, when o Service costs comprising current
appropriate, the risks specific to the liability. service costs, past-service costs; and
When discounting is used, the increase in
o Net interest expense or income
the provision due to the passage of time is
recognised as a finance cost. Long term employee benefits:
n. Retirement and other employee benefits Compensated absences are not expected
to occur within twelve months after the
Retirement benefit in the form of
end of the period in which the employee
provident fund is a defined contribution
renders the related services are recognised
scheme. The Company has no obligation,
as a liability at the present value of
other than the contribution payable to the
the defined benefit obligation at the
provident fund. The Company recognizes
balance sheet date.
contribution payable to the provident
fund scheme as an expense, when an Termination benefits
employee renders the related service.
Termination benefits are recognised
If the contribution payable to the scheme
as an expense in the period in which
for service received before the balance
they are incurred.
sheet date exceeds the contribution
already paid, the deficit payable to the o. Financial instruments
scheme is recognized as a liability after
A financial instrument is any contract that
deducting the contribution already paid.
gives rise to a financial asset of one entity
If the contribution already paid exceeds
and a financial liability or equity instrument
the contribution due for services received
of another entity.
before the balance sheet date, then excess
is recognized as an asset to the extent (a)
Financial assets
that the pre-payment will lead to, for
Initial recognition and measurement
example, a reduction in future payment
or a cash refund. All financial assets are recognised
initially at fair value plus, in the case
The Company operates a defined benefit
of financial assets not recorded
gratuity plan in India, which requires
at fair value through profit or loss,
contributions to be made to a separately
transaction costs that are attributable
administered fund.
to the acquisition of the financial
The cost of providing benefits under the asset. Purchases or sales of financial
defined benefit plan is determined using assets that require delivery of assets
the projected unit credit method. within a time frame established
by regulation or convention in the
Re-measurements, comprising of actuarial
market place (regular way trades) are
gains and losses, the effect of the asset
recognised on the trade date, i.e., the
ceiling, excluding amounts included in net
date that the Company commits to
interest on the net defined benefit liability
purchase or sell the asset.
and the return on plan assets (excluding
amounts included in net interest on
reduces the net carrying amount. for the purpose of repurchasing in the
Until the asset meets write-off near term. This category also includes
criteria, the Company does not derivative financial instruments entered
reduce impairment allowance from into by the company that are not
the gross carrying amount. designated as hedging instruments in
hedge relationships as defined by Ind AS
o Loan commitments and financial
109. Separated embedded derivatives
guarantee contracts: ECL is presented
are also classified as held for trading
as a provision in the balance sheet,
unless they are designated as effective
i.e. as a liability.
hedging instruments.
For assessing increase in credit risk and
Gains or losses on liabilities held for trading
impairment loss, the Company combines
are recognised in the profit or loss.
financial instruments on the basis of
shared credit risk characteristics with the Financial liabilities designated upon
objective of facilitating an analysis that is initial recognition at fair value through
designed to enable significant increases in profit or loss are designated as such at
credit risk to be identified on a timely basis. the initial date of recognition, and only
if the criteria in Ind AS 109 are satisfied.
The Company does not have any
For liabilities designated as FVTPL, fair
purchased or originated credit-impaired
value gains/ losses attributable to changes
(POCI) financial assets, i.e., financial
in own credit risk are recognized in OCI.
assets which are credit impaired on
These gains/ loss are not subsequently
purchase/ origination.
transferred to P&L. However, the Company
(b)
Financial liabilities may transfer the cumulative gain or loss
within equity. All other changes in fair
Initial recognition and measurement
value of such liability are recognised in the
Financial liabilities are classified, statement of profit or loss. The Company
at initial recognition, as financial has not designated any financial liability as
liabilities at fair value through profit or at fair value through profit and loss.
loss, loans and borrowings, payables,
Loans and borrowings
or as derivatives designated as
hedging instruments in an effective This is the category most relevant to
hedge, as appropriate. the Company. After initial recognition,
interest-bearing loans and borrowings
All financial liabilities are recognised
are subsequently measured at amortised
initially at fair value and, in the case of
cost using the EIR method. Gains and
loans and borrowings and payables, net of
losses are recognised in profit or loss when
directly attributable transaction costs.
the liabilities are derecognised as well as
The Company’s financial liabilities include through the EIR amortisation process.
trade and other payables, loans and
Amortised cost is calculated by taking
borrowings including bank overdrafts,
into account any discount or premium
financial guarantee contracts and
on acquisition and fees or costs that
derivative financial instruments.
are an integral part of the EIR. The EIR
Subsequent measurement amortisation is included as finance costs in
the statement of profit and loss.
The measurement of financial liabilities
depends on their classification, as This category generally applies
described below: to borrowings. For more
information refer Note 18.
Financial liabilities at fair value
through profit or loss Financial guarantee contracts
Financial liabilities at fair value through Financial guarantee contracts issued by
profit or loss include financial liabilities the Company are those contracts that
held for trading and financial liabilities require a payment to be made to reimburse
designated upon initial recognition the holder for a loss it incurs because the
as at fair value through profit or loss. specified debtor fails to make a payment
Financial liabilities are classified as when due in accordance with the terms
held for trading if they are incurred of a debt instrument. Financial guarantee
2.2 S
ignificant accounting judgments estimates recognised, based upon the likely timing
and assumptions and the level of future taxable profits.
The preparation of the Company financial
The Company has unabsorbed
statements requires management to make
depreciation of Rs.12,302.14
judgements, estimates and assumptions that
million (31st March 2018: Rs.
affect the reported amounts of revenues,
12,314.74 million), unabsorbed tax losses
expenses, assets and liabilities, and the
of Rs. 16,596.44 million (31st March 2018:
accompanying disclosures, and the disclosure
Rs. 22,518.09 million) on which deferred
of contingent liabilities. Uncertainty about
tax asset has been created and MAT
these assumptions and estimates could result
credit entitlement of Rs.528.90 million
in outcomes that require a material adjustment
(31st March 2018: Rs. 528.90 million).
to the carrying amount of assets or liabilities
The unabsorbed depreciation can be
affected in future periods.
carried forward for indefinite period,
Estimates and assumptions whereas the unabsorbed losses and
the MAT credit entitlement can be
The key assumptions concerning the future
carried forward for 8 years and 15
and other key sources of estimation uncertainty
years respectively. Considering the
at the reporting date, that have a significant
improved performance of the Company
risk of causing a material adjustment to the
in the current year, continued financial
carrying amounts of assets and liabilities
support from the parent company,
within the next financial year, are described
various incentives / regulatory measures
below. The Company based its assumptions
announced by the government for sugar
and estimates on parameters available when
and ethanol, the Company expects to
the financial statements were prepared.
generate taxable profits in future years
Existing circumstances and assumptions about
and hence the Company has recognised
future developments, however, may change
deferred tax assets.
due to market changes or circumstances arising
that are beyond the control of the Company. 3. Impairment of non-financial assets
Such changes are reflected in the assumptions
Impairment exists when the carrying value
when they occur.
of an asset or cash generating unit exceeds
1. Revaluation of property, plant and equipment its recoverable amount, which is the higher
of its fair value less costs of disposal and its
The Company measures land, buildings,
value in use. The value in use calculation
plant and machinery classified as property,
is based on a DCF model. The cash flows
plant and equipment at revalued amounts
are derived from the cashflow estimates
with changes in fair value being recognised
for the remaining life of the asset (in
in OCI. The Company has engaged an
case of BOOT) and budget for 5 years in
independent valuation specialist to
case of other assets and do not include
assess fair value as at 31st March 2019
restructuring activities that the Company is
for revaluation of land, buildings, plant
not yet committed to or significant future
and equipment. Fair value of land was
investments that will enhance the asset’s
determined by using the market approach
performance of the CGU being tested.
and building and plant & equipment
The recoverable amount is sensitive to the
was determined by using depreciated
discount rate used for the DCF model as
replacement cost (DRC) method. The key
well as the expected future cash-inflows.
assumptions used to determine fair value
of the property, plant and equipment are 4. Valuation of investments
provided in Note 3.
Investments in subsidiaries are carried
2. Taxes at cost in the financial statements.
Where an indication of impairment exists,
Deferred tax assets are recognised for
the carrying amount of the investment is
unused tax losses to the extent that it
assessed and written down immediately to
is probable that taxable profit will be
its recoverable amount. The recoverable
available against which the losses can
amount is the higher of an asset’s fair
be utilised. Significant management
value less costs of disposal and value
judgement is required to determine the
in use. On disposal of investments in
amount of deferred tax assets that can be
events (e.g., a change in the lease term, a using the modified retrospective approach.
change in future lease payments resulting from The new standard is based on the principle that
a change in an index or rate used to determine revenue is recognised when control of goods
those payments). The lessee will generally or services is transferred to the customer and
recognise the amount of the remeasurement provides a single, principles based five-step
of the lease liability as an adjustment to the model to be applied to all sales contracts.
right-of-use asset. It replaces the separate models for goods,
services and construction contracts under
The company intends to adopt Ind AS 116
previous standards (Indian Accounting Standard
from the date when they become effective.
11 and Indian Accounting Standard 18) which
The Company is in the process of assessing
was based on the concept of transfer of risks
the impact on adoption of Ind AS 116 in the
and rewards. It also provides further guidance
financial statements.
on the measurement of sales on contracts
2.4
Changes in accounting policies and which have discounts, rebates or incentives by
disclosures applying variable consideration principles.
New and amended standards and Based on the evaluation of commercial
interpretations arrangements with customers, the Company has
identified certain discounts/ rebates/ incentives
Ind AS 115 Revenue from Contracts with
to customers which need to be accounted.
Customers
It has also identified certain expenses which
The Company applied Ind AS 115 for the first are now required to be reduced from revenue.
time. The nature and effect of the changes as The Company has applied the Standard from
a result of adoption of these new accounting April 1, 2018 under the modified retrospective
standards are described below. approach and there were no significant
adjustments required to the statement of profit
Effective April 1, 2018, the Company has
and loss for the year ended March 31, 2019.
adopted Indian Accounting Standard 115
(Revenue from contracts with customers) by
Note 3. Property, plant and equipment All amounts in million Indian Rupees, unless otherwise stated
Total for
Plant,
plant, Capital
Leasehold Freehold machinery Furniture
Buildings Vehicles property work-in- Total
land land and & fixtures
and progress
equipment
equipment
Gross block
As at 1st April 2017 180.39 2,026.05 7,223.55 35,965.60 92.47 32.97 45,521.03 326.82 45,847.85
Additions - 1.13 29.77 153.12 10.43 7.50 201.95 - 201.95
Disposals - (1.31) (9.28) (789.08) (15.30) (9.73) (824.70) (28.90) (853.60)
At 31st March 2018 180.39 2,025.87 7,244.04 35,329.64 87.60 30.74 44,898.28 297.92 45,196.20
Additions - 60.21 163.53 478.07 17.75 6.43 725.99 738.60 1,464.59
Revaluation Reserve 819.00 (45.63) 694.78 (648.46) - - 819.69 - 819.69
Disposals - - - (5.52) (7.79) (15.70) (29.01) - (29.01)
At 31st March 2019 999.39 2,040.45 8,102.35 35,153.73 97.56 21.47 46,414.95 1,036.52 47,451.47
Depreciation and impairment
As at 1st April 2017 4.38 - 569.92 3,300.80 43.19 6.13 3,924.42 - 3,924.42
Depreciation charge for the year 2.19 - 273.24 2,016.66 20.32 8.74 2,321.15 - 2,321.15
Disposals - - (5.77) (455.20) (13.91) (8.26) (483.14) - (483.14)
Impairment - - - 523.62 - - 523.62 28.76 552.38
At 31st March 2018 6.57 - 837.39 5,385.88 49.60 6.61 6,286.05 28.76 6,314.81
Depreciation charge for the year 2.15 267.60 1,839.77 17.82 6.47 2,133.81 - 2,133.81
(refer Note 34)
Disposals - - - (2.00) (7.73) (10.94) (20.67) - (20.67)
Impairment - - - - - - - 4.23 4.23
At 31st March 2019 8.72 - 1,104.99 7,223.65 59.69 2.14 8,399.19 32.99 8,432.18
Net book value
At 31st March 2019 990.67 2,040.45 6,997.36 27,930.08 37.87 19.33 38,015.76 1,003.53 39,019.29
At 31st March 2018 173.82 2,025.87 6,406.65 29,943.76 38.00 24.13 38,612.23 269.16 38,881.39
A. Capital work in progress
Capital work in progress as at 31st March 2019 comprises expenditure for the plant and building in the course
of construction.
B. Revaluation of land, buildings and plant, machinery and equipment
During the year, the Company had appointed an independent valuer to determine the fair value of freehold and lease
hold land, building and plant and machineries. As an outcome of this process, the Company has recognised increase
in the gross block of land (free and lease hold) of Rs. 773.37 million, buildings of Rs. 694.78 million and decrease in
plant and machineries of Rs. 648.46 million. The company recognised this increase within the revaluation reserve
and statement of comprehensive income.
The Company determined these fair values after considering physical condition of the asset, technical usability /
capacity, salvage value, quotes from independent vendors. The fair value of land is determined using market approach
and building, plant, machinery and equipment using depreciated replacement cost (DRC). The DRC is derived from
the Gross current reproduction / replacement cost (GCRC) which is reduced by considering depreciation (GCRC
means cost expected to replace existing asset with similar or equivalent new asset as on date of valuation). The fair
value measurement will be classified under level 3 fair value hierarchy.
Freehold land/Lease hold land Market approach The value of land was determined based on condition,
location, demand and supply in and around and other
infrastructure facilities available at and around the
said plot of land. Land which was based on government
promoted industrial estates, was appraised on the
present fair market value depending on the condition
of the said estates, its location and availability of such
plots in the said industrial estate.
Building Depreciated Building/structural sheds were measured considering
Replacement Cost (DRC) the DRC cost method for the constructed area
depending on Utility and Design of Building Structures
condition, actual physical condition and state of
repairs and maintenance, type of general and Special
Specifications of construction, remaining useful
economic life of the structures, demand for the
structures, cost of building materials and related
construction supplies in the surrounding area, latest
trends in the building construction technology,
present day replacement cost of comparable building
structures, Depreciation for Physical wears and tear.
Plant, machinery and equipment Depreciated The valuaion of Plant & Machinery has been estimated
Sugar Plant Replacement Cost (DRC) by DRC method under cost approach of valuation. The
Co-Generation Plant DRC is adjusted towards the Obsolescence, Potential
Ethanol plant Profitability and Service Potential in order to estimate
the Market Value ‘In-Situ’ of the plant & machinery.
Information of revaluation model (gross of deferred tax):
Million `
Opening balance as at 1st April 2017 18,638.93
Purchases -
Depreciation (672.73)
Other adjustments (1,072.70)
Closing balance as at 31st March 2018 16,893.50
Measurement recognised in reserves 819.69
Purchases -
Depreciation (872.70)
Disposed off (1.11)
Closing balance as at 31st March 2019 16,839.38
If land, building and plant, machinery and equipment were measured using the cost model, the carrying amounts would
be as follows:
As at As at
31st March 2019 31st March 2018
Cost
Freehold Land 483.86 423.65
Lease hold land 180.39 180.39
Buildings 5,745.27 5,581.04
Plant, machinery and equipment 27,900.82 27,764.33
Total 34,310.34 33,949.41
Accumulated depreciation
Freehold Land - -
Lease hold land 8.72 6.57
Buildings 1,828.46 1,789.34
Plant, machinery and equipment 11,159.29 10,496.70
12,996.47 12,292.61
Net carrying amount
Freehold Land 483.86 423.65
Lease hold land 171.67 173.82
Buildings 3,916.81 3,791.70
Plant, machinery and equipment 16,741.53 17,267.63
21,313.87 21,656.80
Note 5: Investments
As at 31st March 2019 As at 31st March 2018
Number of ` Million Number of
Currency Face value units ` Million
units
Current:
Unquoted equity shares: At Cost
In Subsidiary Companies
Shree Renuka Global Ventures Ltd.* USD 1 395674975 18,245.25 - -
Less:- Impairment allowance (18,245.25) -
- -
Non Current:
Unquoted equity shares: At Cost
In Subsidiary Companies
Shree Renuka East Africa Agriventures PLC Birr 180 9,999 5.19 9,999 5.19
Less:- Impairment allowance - (5.19) - (5.19)
In Other Companies
Unquoted equity shares: At fair value through
other comprehensive income (fully paid)
National Commodity & Derivatives Exchange Ltd. ` 10 25,33,700 179.59 25,33,700 354.71
(NCDEX) (refer note 42)#
*The Company has recognised impairment allowance on life time expected credit loss basis towards loan given to its
subsidiaries.
During the year the Company advanced funds to its subsidiary, Gokak Sugars Limited (‘GSL), which is engaged in the
business of production of sugar, molasses and co-generation. The fund advanced to GSL was utilised to repay dues to
farmers, harvesters and transporters (H&T) and Agri loans under Crop and H&T schemes. The Company advanced amount
of ` 2,442.81 million in different tranches to GSL during the current year, out of which ` 1,815.30 million is outstanding as
at March 31, 2019.This loan carries interest at the rate of 11 % p.a and shall be payable along with principal repayment.
The Company intends to merge GSL with itself after obtaining necessary approvals for lenders, share holders and other
regulatory authorities.
Note 7 : Other non-current financial assets
As at As at
31st March 2019 31st March 2018
Unsecured & considered good:
Deposits 127.69 144.05
127.69 144.05
As at As at
31st March 2019 31st March 2018
Break-up for security details
Unsecured considered good 1,595.59 1,647.93
Unsecured, considered doubtful 197.43 197.43
(A) 1,793.02 1,845.36
Impairment allowance
Unsecured considered good - -
Unsecured, considered doubtful 197.43 197.43
(B) 197.43 197.43
(A-B) 1,595.59 1,647.93
As at As at
31st March 2019 31st March 2018
Profit and loss section
Current income tax:
Current income tax charge - -
Deferred tax:
Relating to origination and reversal of temporary differences (144.37) (6,276.67)
Income tax expense reported in the statement of profit and loss (144.37) (6,276.67)
OCI Section
Deferred tax related to items recognised in OCI during the year
Reconciliation of tax expenses and the accounting profit multiplied by the India's domestic
tax rate for year ended 31st March 2019 and 31st March 2018
As at As at
31st March 2019 31st March 2018
Deferred tax
Difference between carrying value of PPE and WDV as per the income tax act (8,950.02) (9,452.24)
The Company has unabsorbed depreciation of ` 12,302.14 million (31st March 2018: ` 12,314.74 million) and unabsorbed
tax losses of ` 16,596.44 million (31st March 2018: ` 22,518.09 million) on which deferred tax asset has been created and
MAT credit entitlement of ` 528.90 million (31st March 2018: ` 528.90 million) . The unabsorbed depreciation can be
carried forward for indefinite period, whereas the unabsorbed losses and the MAT credit entitlement can be carried forward
for 8 year ` and 15 year respectively. Considering the improved performance of the Company in the current year, continued
financial support from the parent company, various incentives / regulatory measures announced by the government for
sugar and ethanol, the Company expects to generate taxable profits in future year and hence the Company has recognised
deferred tax assets.
The Company has unabsorbed depreciation of ` 1,122.45 million (31st March 2018: `. Nil), unabsorbed tax losses of `
4,064.80 million (31st March 2018: `. Nil) on which deferred tax asset has not been created. The unabsorbed depreciation
can be carried forward for indefinite period, whereas the unabsorbed losses can be carried forward for 8 year.
Note 10: Inventories
As at As at
31st March 2019 31st March 2018
Raw materials, components and material in transit (at cost) 4,226.37 1,905.84
(includes transit stock of 31st March 2019: ` 38.58 Million (31st March 2018: ` Nil))
Stores and spares (at cost) 492.63 768.43
Intermediate products (at net realisable value) 1,277.99 338.36
Finished goods: (at lower of cost or net realisable value)
Manufactured 10,431.88 6,283.84
16,428.87 9,296.47
Note 11: Trade receivables
As at As at
31st March 2019 31st March 2018
Unsecured, considered good:
Receivables from third parties 1,805.58 6,989.49
Receivables from affiliates (Refer Note 41 (C) ) 0.44 0.60
Trade receivables (net) 1,806.02 6,990.09
As at As at
31st March 2019 31st March 2018
Receivables from subsidiaries (Refer Note 41 (C) ) 3,346.05 3,346.05
5,342.51 10,996.82
Impairment allowance*
Unsecured, considered good - -
Unsecured, Credit impaired (14,753.29) (15,041.95)
(B) (14,753.29) (15,041.95)
(A-B) 266.99 315.96
*The Company has impairment allowance on life time expected credit loss model amounting to ` 14,753.29 ( 31st March
2018: ` 15.041.96 million) towards loans given to its subsidiaries.
The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and
Debentures) Rules, 2014 (as amended), require the company to create DRR out of profits of the company available for
payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value of debentures issued
over the life of debentures. The company has created reserve of 7.87% (31st March 2018: 7.79%) towards non convertable
debentures, out of retained earnings.
Other reserves
As at As at
31st March 2019 31st March 2018
Changes in equity instruments (120.31) 54.82
Revaluation reserve 10,759.28 11,069.14
Total other reserves 10,638.97 11,123.96
Changes in equity instruments
Changes in equity instruments represents reserves created in respect of equity instruments carried at FVOCI.
Revaluation reserve:
Revaluation reserve is credited when Property, Plant and Equipments are revalued at fair value. The reserve is utilised in
accordance with the requirements of Ind AS 16.
As at As at
31st March 2019 31st March 2018
Secured
a) Non-convertible debentures (refer Note B below)
1500 Redeemable non-convertible debentures (11.70%) of `.1,000,000 each 1,447.48 1,500.00
1000 Redeemable non-convertible debentures (11.30%) of `.1,000,000 each 964.98 1,000.00
5,521 Redeemable non-convertible debentures (0.01%) of ` 1,000,000 each (refer note on 2,397.51 2,112.16
debt restructuring scheme below)
a) 0.01% Optionally Convertible Preference Shares (OCPS) of ` 4,280.89 Million, issued to lenders with convertibility right
at the end of 18 months in line with existing SEBI regulations. However, the company will extend the convertibility of
the OCPS in its Annual General / Extraordinary General Meeting at least 60 days prior to the expiry of the convertibility
right of the lenders, subject to applicable regulations. Simultaneously, the company will seek exemption from SEBI for
relaxation of conversion period of OCPS beyond 18 months, so as to be converted on or before 31st March 2029 at a
price to be determined as per prevailing SEBI Guidelines.
b) 0.01% Redeemable Preference Shares (RPS) of ` 7,438 Million, redeemable in 40 structured quarterly instalments
commencing from 30th June 2027.
Note B: Nature of Security/guarantees
Term loans and Non-convertible debentures
1. First pari-passu charge by way of mortgage / hypothecation on all immovable / movable properties of the Company
both present & future except assets at Panchaganga and Ajinkyatara which are exclusively charged to IREDA.
2. Second pari-passu charge on all the current assets of the company both present and future by the lenders except
non-Convertible debentures issued to LIC.
Working capital loan (Refer note 22)
1. First Pari-passu charge on all the current assets of the company both present and future.
2. Second pari passu charge on entire PPE both present and future except plant at Panchaganga and Ajinkyatara which
are exclusively charged to IREDA.
3. Company has pledged as at 31st March 2019 : 697,700 equity shares (as at 31st March 2018 : 697,700 equity shares)
of NCDEX with IDBI bank Limited towards working capital loan.
Corporate guarantee
Corporate Guarantee of Wilmar International Ltd. towards term loan and working capital limits extended by IDBI Bank
Limited, ICICI Bank Limited, Axis Bank Limited, RBL Bank Limited, Yes Bank Limited, Exim Bank, Kotak Mahindra Bank
Limited, State Bank of India and Bank of America Limited aggregating to ` 31,130 million (March 2018:` 27,130) .
IREDA Loan
Exclusive charge on plant, property and equipment at Panchaganga and Ajinkyatara (co-generation plants).
Note 19 : Other non-current financial liabilities
As at As at
31st March 2019 31st March 2018
Interest accrued but not due 24.82 49.65
Other payables - 11.24
24.82 60.89
As at As at
31st March 2019 31st March 2018
The principal amount and the interest due thereon remaining unpaid to any supplier as at the
end of each accounting year:
- Principal amount due to micro and small enterprises 16.79 -
- Interest due on above 0.34 -
Total 17.13 -
The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along - -
with the amounts of the payment made to the supplier beyond the appointed day during each
accounting year.
The amount of interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the year) but without adding the interest
specified under the MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year. 0.34 -
The amount of further interest remaining due and payable even in the succeeding years, until 0.34 -
such date when the interest dues as above are actually paid to the small enterprise for the
purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act 2006.
As at As at
31st March 2019 31st March 2018
Advance from customers * 96.89 4,826.52
Statutory dues payable 518.71 597.39
Other payables 303.94 -
919.54 5,423.91
* Includes advance from holding company and affiliates ` Nil (31st March 2018: ` 4,387.76 million ) (refer Note 41).
Note 26: Net employee benefit liabilities (current)
As at As at
31st March 2019 31st March 2018
Provision for gratuity 56.30 0.35
Provision for leave encashment 6.68 7.19
62.98 7.54
The Company has entered into various operating leases for office, residential and factory premises. These are
generally short-term leases and cancellable by serving adequate notice. The minimum amount of lease rentals
payable on non-cancelable leases is as follows:
As at As at
S.No Lease Payable
31st March 2019 31st March 2018
A Within a period of one year 8.67 15.02
B After one year but not more than five years 26.61 -
C More than five years 501.96 468.30
D Lease rent charged to statement of profit and loss 149.60 229.08
Lease commitments for the year ended 31st March 2019 and 31st March 2018 does not include prepaid lease.
b) Other commitments
As at 31st March, 2019, the Company had the following outstanding commitments:
As at As at
Outstanding Commitments
31st March 2019 31st March 2018
Estimated amount of contract pending for execution 1,204.59 100.93
Commitment on behalf of subsidiaries - 1,403.01
c) Guarantees
As at 31st March, 2019, the Company had the following guarantees:
As at As at
S.No Guarantees
31st March 2019 31st March 2018
A Bank Guarantee 562.48 357.31
B Corporate Guarantee 130.00 162.61
d) Contingent Liabilities
B. Investment Risk:
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not
be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent
of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are
significant changes in the discount rate during the inter-valuation period.
C. Liquidity Risk:
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of
benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.
D. Market Risk:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets.
One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value
of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice
versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of
liability is exposed to fluctuations in the yields as at the valuation date.
E. Legislative Risk:
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the
legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to
pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation
and the same will have to be recognized immediately in the year when any such amendment is effective.
Actuarial Assumptions
Key actuarial assumptions are given below:
Discount Rate:
The rate used to discount other long term employee benefit obligation (both funded and unfunded) shall be
determined by reference to market yield at the Balance Date on high quality corporate bonds.
Salary Growth Rate:
This is Management’s estimate of the increases in the salaries of the employees over the long term. Estimated future
salary increases should take account of inflation, seniority, promotion and other relevant factors such as supply and
demand in the employment market.
Rate of Return on Plan Assets :
This assumption is required only in case of funded plans. Interest income on plan assets is calculated using the rate
used to discount the defined benefit obligation.
Mortality:
This assumption is based on the standard published in mortality table without any adjustment.
Withdrawal Rates:
This is Management’s estimate of the level of attrition in the company over the long term. Estimated withdrawal rates
taken into account the broad economic outlook, type of sector the company operates in and measures taken by the
management to retain/ relieve the employees.
Gratuity Benefits
S.No. Particulars
31 March, 2019
st
31st March, 2018
1 Change in Defined Benefit obligation
Opening Defined Benefit Obligation 145.38 92.29
Current service cost 159.22 11.90
Interest cost 18.19 6.38
Actuarial loss/(gain) due to change in financial assumptions 1.39 (4.88)
Actuarial loss/(gain) due to change in demographic assumption (4.14) -
Actuarial loss/ (gain) due to experience adjustments 30.38 (1.52)
Past Service Cost - 47.47
Benefits paid (83.52) (6.26)
Closing Defined Benefit Obligation 266.90 145.38
Gratuity Benefits
S.No. Particulars
31 March, 2019
st
31st March, 2018
2 Change in Plan Assets
Opening value of plan assets 100.91 94.31
Interest Income 11.20 6.96
Return on plan assets excluding amounts included interest income 1.48 (6.81)
Contributions by employer 17.55 12.71
Benefits paid (37.37) (6.26)
Closing value of plan assets 93.77 100.91
3 Fund Status of Plan Assets
Present value unfunded obligations 161.97 -
Present value funded obligations 104.93 145.38
Fair Value of plan assets (93.77) (100.91)
Net Liability (Assets) 173.13 44.47
4 Other Comprehensive Income for the current period
Due to Change in financial assumptions 1.39 (4.88)
Due to change in demographic assumption (4.14) -
Due to experience adjustments 30.38 (1.52)
Return on plan assets excluding amounts included in interest income 1.48 6.81
Expense recognized in Other Comprehensive Income 29.11 0.41
5 Expenses for the current period
Current service cost 159.22 11.90
Interest cost 9.90 6.38
Past Service cost - 47.47
Interest Income - (6.96)
Amount recognized in expenses 169.12 58.79
6 Defined benefit liability
Net opening provision in books of accounts 44.47 (2.02)
Employee Benefit Expense 169.12 58.79
Amounts recognized in Other Comprehensive Income 29.11 0.41
Contributions to plan assets (17.55) (12.71)
Benefits paid by the Company (52.02) -
Closing provision in books of accounts 173.13 44.47
7 Composition of the plan assets
Policy of insurance 100% 100%
Total 100% 100%
8 Principal Actuarial Assumption
Discount rate – SRSL Employees 7.70% 7.65%
Discount rate – Leased Employees 7.05% 7.30%
Salary Growth rate 5.00% 5.00%
Withdrawal Rates 5% at Younger ages 5% at Younger ages
reducing to 1% at reducing to 1% at
older ages older ages
9 Sensitivity to key assumptions*
Discount rate Sensitivity
Increase by 0.5% 253.70 100.36
(% change) (3.49%) (4.79%)
Decrease by 0.5% 272.66 110.86
(% change) 3.72% 5.17%
Salary growth rate Sensitivity
Increase by 0.5% 272.01 110.31
(% change) 3.47% 4.66%
Decrease by 0.5% 254.07 100.85
(% change) (3.35%) (4.32%)
Withdrawal rate (W.R.) Sensitivity
W.R. x 110% 263.86 106.16
(% change) 0.37% 0.72%
W.R. x 90 261.86 104.63
(% change) (0.39%) (0.74%)
10 Expected contributions to the defined benefit plan in next years 10.93 4.13
*A description of methods used for sensitivity analysis and its Limitations:
Sensitivity analysis performed by varying a single parameter while keeping all the other parameters unchanged.
Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if
two or more variables are changed simultaneously.
The method used does not indicate anything about the likelihood of change in any parameter and the extent of the
change if any.
40. Disclosure under clause 32 of the Listing Agreement:
Loan given to subsidiary companies
(f) Additional related parties as per the Companies Act, 2013 with whom transactions have taken place during the year
1 Mr. Jean-Luc Bohbot
2 Mr. Madhu Rao
3 Mr. Bhupatrai Premji
4 Mr. Dorab Mistry
5 Mr. Stephen Ho Kiam Kong
6 Dr. Bharat Kumar Mehta
7 Mr. Surender Kumar Tuteja
8 Ms. Priyanka Mallick
As at As at As at As at
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Financial assets
FVTPL
Derivative Instruments at fair value through Profit or loss 124.14 - 124.14 -
FVTOCI
Investment in equity shares 179.59 354.71 179.59 354.71
Other financial assets at amortised cost
Loans 2,082.29 315.96 2,082.29 315.96
Trade receivables 1,806.02 6,990.09 1,806.02 6,990.09
Cash and cash equivalents 202.02 339.23 202.02 339.23
Other Bank balances 18.61 21.19 18.61 21.19
Other financial assets 472.89 157.48 472.89 157.48
Total financial assets 4,885.56 8,178.67 4,885.56 8,178.66
Financial liabilities
FVTPL
Derivative liabilities 75.48 - 75.48 -
At amortised cost
Borrowings
Redeemable preference shares 1,202.31 1,058.95 1,202.31 1,058.95
Optionally convertible preference shares 4,017.57 3,538.54 4,017.57 3,538.54
Redeemable non-convertible debentures 2,397.51 2,112.16 2,397.51 2,112.16
IFCI (Sugar Development Fund ) 320.99 435.45 320.99 435.45
SEFASU Loan 679.66 742.72 679.66 742.72
Other borrowings at floating rate of interest 18,251.41 15,750.68 18,251.41 15,750.68
Unquoted equity shares Market realisable value 31st March 2019 :5% (31st March 2018: 5%, )
estimated based on the increase/ (decrease) in the market price per
net worth of the company share would result in increase/ (decrease) in fair
value by ` 8.98 Million (31 March 2018: ` 17.74
Million)
The Company is exposed to credit risk, liquidity risk and market risk. The Company’s senior management oversees
the management of these risks and the appropriate financial risk governance framework for the Company. The senior
management provides assurance that the Company’s financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and
risk objectives. The board of directors reviews and agrees for managing each of these risks.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other risks, such as equity price
risk and commodity price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the
Company’s long-term debt obligations with floating interest rates.
The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt
obligations. The Company manages its interest risk by having a balanced prortfolio of fixed and variable rate loans and
borrowings.
Interest rate sensitivity
As at As at 31st March
Particulars Composition Composition
31st March 2019 2018
Borrowing- Fixed interest rate 8,618.05 32.07% 7,887.82 33.37%
Borrowing- Floating interest rate 18,251.41 67.93% 15,750.68 66.63%
26,869.46 23,638.50
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings
with variable interest rates. With all other variables held constant, the Company’s profit before tax is affected through the
impact on floating rate borrowings, as follows:
Increase/
Effect on profit
decrease in basis
before tax
points
31st March 2019
` 50 91.26
Increase in price by 5%
31st March 2019 1,726.17 (674.99) (1,111.93)
31st March 2018 2,317.26 (556.95) (1,607.09)
Decrease in price by 5%
31st March 2019 (1,726.17) 674.99 1,111.93
31st March 2018 (2,317.26) 556.95 1,607.09
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables)
and loans given to affiliates. The Company only deals with parties which has good credit worthiness based on company’s
internal assessment.
A counterparty whose payment is due more than 90 days after the due date is considered as a defaulted party. This is
based on considering the market and economic forces in which the entities in the Company is operating. The Company
write-off the amount if the credit risk of counter-party increases significantly due to its poor financial position and failure
to make payment beyond a period of 180 days from the due date.
Trade receivables
Trade receivables are non-interest bearing and are generally on credit terms of 7 to 30 days.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The
calculation is based on exchange losses historical data. The Company does not hold collateral as security. The Company
evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several
jurisdictions and industries and operate in largely independent markets.
The ageing analysis of the receivables (net of expected credit loss) has been considered from the date the invoice falls due.
The ageing is as follows:
As at As at
31st March 2019 31st March 2018
Up to 6 months 1,428.07 6,010.06
More than 6 months 377.95 980.03
1,806.02 6,990.09
Liquidity risk
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
overdrafts, bank loans, debentures, preference shares, financial support from parent etc. The Company’s policy is that not
more than 25% of borrowings should mature in the next 12-month period. Post the recent debt restructuring process, the
Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company
has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing
lenders.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments.
The Company manages its capital structure and makes adjustments in light of changes in the financial condition.
The calculation of capital for the purpose of capital management is as follows:
As at As at
31st March 2019 31st March 2018
Equity share capital 1,916.82 1,916.82
Other equity (including securities premium) 3,547.67 6,998.56
5,464.49 8,915.38
Debt equity ratio
The debt-to-equity (D/E) ratio is calculated by dividing a company’s total liabilities by its shareholder equity. The ratio is
used to evaluate a company’s financial leverage.
As at As at
31st March 2019 31st March 2018
Equity 1,916.82 1,916.82
Other equity 3,547.67 6,998.56
Total equity 5,464.49 8,915.38
Total borrowings 26,869.46 23,638.50
Debt equity ratio 4.92 2.65
45. Details of Loan Given, Investments made and Guarantee Given Covered U/S 186 (4) of the Companies Act, 2013
a) Loans given to Subsidiaries for business purpose and disclosed in Note 41.
b) Investments made are disclosed in Note 5
c) Corporate Guarantees given by the Company (Refer Note 38)
46. P
revious year’s figures have been regrouped /reclassified wherever necessary to confirm to the current
year presentation.
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
Key audit matters How our audit addressed the key audit matter
As per the terms defined in the term sheet, SRGVL will issue fresh ● We obtained and read the term sheet and the specific clauses
equity shares to the investor, consequent to which the interest in term sheet with regard to remaining interest held by the
held by the Group entities in SRGVL (and also in discontinued Group in SRGVL.
operations) will be reduced to 19% and the Group will no longer
● We read and assessed the audited consolidated financial
have right to representation on the board of directors of SRGVL.
statements from auditors of consolidated financial statements
Considering the significant estimates involves in measurement
of Shree Renuka do Brasil Participações Ltda., Brazil
of assets, we have determined this to be key audit matter.
(SRDBPL), the holding company of entities in Brazil, received
pursuant to group reporting instructions issued to auditor of
entity in Brazil.
● We have read and understood the measurement of assets
and liabilities in the consolidated financial statements
of SRDBPL prepared in accordance with the accounting
policies of the Group.
● We assessed the presentation and disclosures requirements
in consolidated financial statements for compliance with
requirements of Ind AS.
Revaluation of property, plant and equipment’s’ (as described in note 3 of the consolidated Ind AS financial
statements)
The Group has opted for revaluation model for measuring Our audit procedures included the following:
freehold land, buildings and plant and machineries (‘PPE’)
● Our audit procedures included considering the Group's
and these assets are carried in the books at fair value less
accounting policies with respect to PPE.
accumulated depreciation.
● We evaluated the design and tested operative
effectiveness internal controls related to revaluation of
Independent valuations are undertaken at least once in PPE.
every three years, or more frequently if there is an indicator
● We evaluated the sensitivity analysis prepared by the
that the fair value has changed significantly.
Company.
● We obtained from the Holding Company management
The Group has recognised revaluation surplus of Rs. the valuation report and have involved our valuation
1,019.03 Million based on the valuation done as at March specialists to evaluate valuation methodology as well as
31, 2019. the key assumption used including external quotation,
salvage value, type of building construction, capacity,
and technology of machines etc.
Revaluation of PPE is a key audit matter due to its financial
● We assessed the competence, objectivity and
magnitude and judgement involved in the assessment
independence of the valuer used.
of the fair value of these assets. The judgment relates to
the valuation methodologies used and the assumptions ● We obtained with details of physical verification from
included in each of those methodologies. the independent valuer and compared the results of
the physical verification with listing of PPE (fixed assets
register) on sample basis.
● We assessed whether the change in valuation was
correctly accounted for within the revaluation reserve
and statement of comprehensive income.
● We read the deliverables received from auditors of
subsidiary companies to confirm compliance with group
reporting instructions.
● We assessed the disclosures in the financial statement
for compliance with the requirements of Ind AS.
Recoverability of deferred tax assets (as described in note 7 of the consolidated Ind AS financial statements)
Deferred tax assets are recognised on tax losses carried Our audit procedures included the following:
forward when it is probable that taxable profit will be
● Our audit procedures included considering the Group's
available against which the tax losses can be utilised. The
accounting policies with respect to income taxes.
Holding Company’s ability to recognise deferred tax assets
on tax losses carried forward is assessed by management ● We assessed the design and tested operative
at the end of each reporting period, taking into account effectiveness internal controls related to income taxes.
forecasts of future taxable profits.
● We obtained from the Holding Company management
At March 31, 2019, net deferred tax assets recognised in the projections for taxable profits supported by future
the consolidated Ind-AS financial statements amounted business plan.
to Rs. 3,149.14 Million.
● We discussed the financial projections and future
The valuation of deferred taxes is based on significant business plans with the management.
estimates by management regarding availability of
● We assessed the schedules for the reversal of temporary
sufficient future taxable profits and accordingly, we have
differences.
considered this issue to be a key audit matter.
● We assessed the key assumptions used in the financial
projections, including recovery rate, expected sale
realisation for sugar and ethanol by comparing it to the
approved business plan and projections used.
● We involved tax specialists who evaluated the tax
position relating to temporary differences on which
deferred tax asset and liability have been recognised by
the Holding Company.
● Tested the arithmetical accuracy of the tax computations,
future projections of taxable profits.
● We assessed the disclosures in the financial statement
for compliance with the requirements of Ind AS.
Other Information
on Audit for the Auditor’s Responsibility in relation to
5. The Holding Company’s Board of Directors is Other Information in Documents containing audited
responsible for the other information. The other financial statements.
information comprises the information included in the
Responsibilities of Management for the
annual report, but does not include the consolidated
Consolidated Ind AS Financial Statements
Ind AS financial statements and our auditor’s report
thereon. The annual report is expected to be made 6. The Holding Company’s Board of Directors is
available to us after the date of this auditor’s report. responsible for the preparation and presentation of
these consolidated Ind AS financial statements in
Our opinion on the consolidated Ind AS financial
terms of the requirements of the Act that give a true
statements does not cover the other information
and fair view of the consolidated financial position,
and we do not express any form of assurance
consolidated financial performance including other
conclusion thereon.
comprehensive income, consolidated cash flows and
In connection with our audit of the consolidated consolidated statement of changes in equity of the
Ind AS financial statements, our responsibility is to Group in accordance with the accounting principles
read the other information identified above when it generally accepted in India, including the Indian
becomes available and, in doing so, consider whether Accounting Standards (Ind AS) specified under section
such other information is materially inconsistent 133 of the Act read with the Companies (Indian
with the consolidated Ind AS financial statements or Accounting Standards) Rules, 2015, as amended.
our knowledge obtained in the audit or otherwise The respective Board of Directors of the companies
appears to be materially misstated. included in the Group are responsible for maintenance
of adequate accounting records in accordance with
When we read the annual report, if we conclude
the provisions of the Act for safeguarding of the assets
that there is a material misstatement therein, we
of the Group and for preventing and detecting frauds
are required to communicate the matter to those
and other irregularities; selection and application of
charged with governance and shall comply with the
appropriate accounting policies; making judgments
relevant applicable requirements of the Standards
and estimates that are reasonable and prudent; intentional omissions, misrepresentations, or
and the design, implementation and maintenance the override of internal control.
of adequate internal financial controls, that were
• Obtain an understanding of internal control
operating effectively for ensuring the accuracy and
relevant to the audit in order to design
completeness of the accounting records, relevant to
audit procedures that are appropriate in the
the preparation and presentation of the consolidated
circumstances. Under section 143(3)(i) of the
Ind AS financial statements that give a true and
Act, we are also responsible for expressing our
fair view and are free from material misstatement,
opinion on whether the Holding Company has
whether due to fraud or error, which have been used
adequate internal financial controls system
for the purpose of preparation of the consolidated
in place and the operating effectiveness
Ind AS financial statements by the Directors of the
of such controls.
Holding Company, as aforesaid.
• Evaluate the appropriateness of accounting
7. In preparing the consolidated financial statements,
policies used and the reasonableness of
the respective Board of Directors of the companies
accounting estimates and related disclosures
included in the Group are responsible for assessing
made by management.
the ability of the Group to continue as a going
concern, disclosing, as applicable, matters related • Conclude on the appropriateness of
to going concern and using the going concern basis management’s use of the going concern basis
of accounting unless management either intends to of accounting and, based on the audit evidence
liquidate the Group or to cease operations, or has no obtained, whether a material uncertainty
realistic alternative but to do so. exists related to events or conditions that
may cast significant doubt on the ability of
8. Those respective Board of Directors of the
the Group to continue as a going concern.
companies included in the Group are also
If we conclude that a material uncertainty
responsible for overseeing the financial reporting
exists, we are required to draw attention in our
process of the Group.
auditor’s report to the related disclosures in the
Auditor’s Responsibilities for the Audit of the consolidated Ind AS financial statements or, if
Consolidated Ind AS Financial Statements such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
9. Our objectives are to obtain reasonable assurance
evidence obtained up to the date of our auditor’s
about whether the consolidated Ind AS financial
report. However, future events or conditions
statements as a whole are free from material
may cause the Group to cease to continue as
misstatement, whether due to fraud or error, and to
a going concern.
issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, • Evaluate the overall presentation, structure and
but is not a guarantee that an audit conducted in content of the consolidated Ind AS financial
accordance with SAs will always detect a material statements, including the disclosures, and
misstatement when it exists. Misstatements can arise whether the consolidated Ind AS financial
from fraud or error and are considered material if, statements represent the underlying
individually or in the aggregate, they could reasonably transactions and events in a manner that
be expected to influence the economic decisions of achieves fair presentation.
users taken on the basis of these consolidated Ind AS
• Obtain sufficient appropriate audit evidence
financial statements.
regarding the financial information of the entities
10. As part of an audit in accordance with SAs, we exercise or business activities within the Group of which
professional judgment and maintain professional we are the independent auditors, to express an
skepticism throughout the audit. We also: opinion on the consolidated Ind AS financial
statements. We are responsible for the direction,
• Identify and assess the risks of material
supervision and performance of the audit of the
misstatement of the consolidated Ind AS
financial statements of such entities included in
financial statements, whether due to fraud or
the consolidated financial statements of which
error, design and perform audit procedures
we are the independent auditors. For the other
responsive to those risks, and obtain audit
entities included in the consolidated financial
evidence that is sufficient and appropriate to
statements, which have been audited by other
provide a basis for our opinion. The risk of not
auditors, such other auditors remain responsible
detecting a material misstatement resulting
for the direction, supervision and performance
from fraud is higher than for one resulting from
of the audits carried out by them. We remain
error, as fraud may involve collusion, forgery,
solely responsible for our audit opinion.
11. We communicate with those charged with Certain of these subsidiaries are located outside
governance of the Holding Company and such other India whose financial statements and other financial
entities included in the consolidated Ind AS financial information have been prepared in accordance with
statements of which we are the independent auditors accounting principles generally accepted in their
regarding, among other matters, the planned scope respective countries and which have been audited
and timing of the audit and significant audit findings, by other auditors under generally accepted auditing
including any significant deficiencies in internal standards applicable in their respective countries.
control that we identify during our audit. The Company’s management has converted the
financial statements of such subsidiaries located
12. We also provide those charged with governance with
outside India from accounting principles generally
a statement that we have complied with relevant
accepted in their respective countries to accounting
ethical requirements regarding independence, and
principles generally accepted in India. We have
to communicate with them all relationships and
audited these conversion adjustments made by the
other matters that may reasonably be thought to
Company’s management. Our opinion in so far as it
bear on our independence, and where applicable,
relates to the balances and affairs of such subsidiaries
related safeguards.
located outside India is based on the report of other
13. From the matters communicated with those auditors and the conversion adjustments prepared by
charged with governance, we determine those the management of the Company and audited by us.
matters that were of most significance in the audit
15. Our opinion above on the consolidated Ind AS
of the consolidated Ind AS financial statements for
financial statements, and our report on Other Legal
the financial year ended March 31, 2019 and are
and Regulatory Requirements below, is not modified
therefore the key audit matters. We describe these
in respect of the above matters with respect to our
matters in our auditor’s report unless law or regulation
reliance on the work done and the reports of the
precludes public disclosure about the matter or when,
other auditors and the financial statements and other
in extremely rare circumstances, we determine that
financial information certified by the Management.
a matter should not be communicated in our report
because the adverse consequences of doing so Report on Other Legal and Regulatory Requirements
would reasonably be expected to outweigh the public
16. As required by Section 143(3) of the Act, based on our
interest benefits of such communication.
audit and on the consideration of report of the other
Other Matter auditors on separate financial statements and the
other financial information of subsidiaries, as noted in
14. We did not audit the financial statements and other
the ‘other matter’ paragraph we report, to the extent
financial information, in respect of seven subsidiaries,
applicable, that:
part of continued operations of the Group, whose
Ind AS financial statements include total assets (a) We/the other auditors whose report we have
of Rs 11,216.23 Million as at March 31, 2019, and relied upon have sought and obtained all the
total revenues of Rs 3,846.71 Million and net cash information and explanations which to the best
inflows of Rs 86.41 Million for the year ended on of our knowledge and belief were necessary
that date. We did not audit the financial statements for the purposes of our audit of the aforesaid
and other financial information, in respect of twelve consolidated Ind AS financial statements;
subsidiaries, part of asset classified as held for sale
(b) In our opinion, proper books of account as
and discontinued operations of the Group, whose
required by law relating to preparation of
Ind AS financial statements include total assets
the aforesaid consolidation of the financial
of Rs 30,349.18 Million as at March 31, 2019, and
statements have been kept so far as it appears
total revenues of Rs 7,758.58 Million and net cash
from our examination of those books and
outflows of Rs 6.26 Million for the year ended on
reports of the other auditors;
that date. These Ind AS financial statement and
other financial information have been audited by (c) The Consolidated Balance Sheet, the
other auditors, which financial statements, other Consolidated Statement of Profit and
financial information and auditor’s reports have been Loss including the Statement of Other
furnished to us by the management. Our opinion on Comprehensive Income, the Consolidated Cash
the consolidated Ind AS financial statements, in so far Flow Statement and Consolidated Statement
as it relates to the amounts and disclosures included of Changes in Equity dealt with by this Report
in respect of these subsidiaries, and our report in are in agreement with the books of account
terms of sub-sections (3) of Section 143 of the Act, maintained for the purpose of preparation of
in so far as it relates to the aforesaid subsidiaries, is the consolidated Ind AS financial statements;
based solely on the reports of such other auditors.
(d) In our opinion, the aforesaid consolidated Ind AS (h) With respect to the other matters to be included
financial statements comply with the Accounting in the Auditor’s Report in accordance with
Standards specified under Section 133 of the Rule 11 of the Companies (Audit and Auditors)
Act, read with Companies (Indian Accounting Rules, 2014, as amended, in our opinion and to
Standards) Rules, 2015, as amended; the best of our information and according to
the explanations given to us and based on the
(e) On the basis of the written representations
consideration of the report of the other auditors
received from the directors of the Holding
on separate financial statements as also the
Company as on March 31, 2019 taken on record
other financial information of the subsidiaries,
by the Board of Directors of the Holding Company
as noted in the ‘Other matter’ paragraph:
and the reports of the statutory auditors who are
appointed under Section 139 of the Act, of its i. The consolidated Ind AS financial statements
subsidiary companies, none of the directors of disclose the impact of pending litigations on
the Group’s companies incorporated in India is its consolidated financial position of the Group,
disqualified as on March 31, 2019 from being in its consolidated Ind AS financial statements
appointed as a director in terms of Section 164 – Refer Note 41 to the consolidated Ind AS
(2) of the Act; financial statements;
(f) With respect to the adequacy and the operating ii. Provision has been made in the consolidated
effectiveness of the internal financial controls Ind AS financial statements, as required under
over financial reporting with reference to these the applicable law or accounting standards, for
consolidated Ind AS financial statements of the material foreseeable losses, if any, on long-term
Holding Company and its subsidiary companies, contracts including derivative contracts – Refer
refer to our separate Report in “Annexure” Note 25 to the consolidated Ind AS financial
to this report; statements in respect of such items as it
relates to the Group;
(g) In our opinion, to the best of our information
and explanation given to us, the remuneration
paid by the holding company to the Chairman
iii. There were no amounts which were required
and the Whole-time Director for the year
to be transferred to the Investor Education and
ended March 31, 2019 is in excess of the limits
Protection Fund by the Holding Company, its
applicable under section 197 of the Act, read
subsidiaries incorporated in India during the
with Schedule V thereto, by Rs 6.92 Million and
year ended March 31, 2019.
Rs.21.15 Million. The amount due for recovery as
at March 31, 2019 is Rs. 28.07 Million and we are
informed by the holding Company management
For S R B C & CO LLP
that it proposes to obtain approval of the
Chartered Accountants
shareholders in a general meeting by way of a
ICAI Firm Registration Number: 324982E/E300003
special resolution; In our opinion and based on
the consideration of reports of other statutory Shyamsundar Pachisia
auditors of the subsidiaries, the managerial Partner
remuneration for the year ended March 31, Membership Number: 049237
2019 has been paid / provided by subsidiaries,
Place of Signature: Mumbai
incorporated in India to their directors in
Date: May 16, 2019
accordance with the provisions of section 197
read with Schedule V to the Act;
Annexure referred to in paragraph 16 (f) of our Independent Auditor’s Report of even date on the consolidated Ind
AS financial statements of Shree Renuka Sugars Limited and its subsidiaries
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
1. In conjunction with our audit of the consolidated 4. Our audit involves performing procedures to obtain
financial statements of Shree Renuka Sugars Limited audit evidence about the adequacy of the internal
as of and for the year ended March 31, 2019, we financial controls over financial reporting with
have audited the internal financial controls over reference to these consolidated financial statements
financial reporting of Shree Renuka Sugars Limited and their operating effectiveness. Our audit of
(hereinafter referred to as the “Holding Company”) internal financial controls over financial reporting
and its subsidiary companies, which are companies included obtaining an understanding of internal
incorporated in India, as of that date. financial controls over financial reporting with
reference to these consolidated financial statements,
Management’s Responsibility for Internal
assessing the risk that a material weakness exists,
Financial Controls
and testing and evaluating the design and operating
2. The respective Board of Directors of the Holding effectiveness of internal control based on the
company, its subsidiary companies, which are assessed risk. The procedures selected depend on
companies incorporated in India, are responsible the auditor’s judgement, including the assessment
for establishing and maintaining internal financial of the risks of material misstatement of the financial
controls based on, “the internal financial control statements, whether due to fraud or error.
over financial reporting criteria established by the
5. We believe that the audit evidence we have obtained
Company considering the essential components
and the audit evidence obtained by the other auditors
of internal control stated in the Guidance Note on
in terms of their reports referred to in the Other
Audit of Internal Financial Controls Over Financial
Matters paragraph below, is sufficient and appropriate
Reporting issued by the Institute of Chartered
to provide a basis for our audit opinion on the Holding
Accountants of India (ICAI)”. These responsibilities
Company’s internal financial controls over financial
include the design, implementation and maintenance
reporting with reference to these consolidated
of adequate internal financial controls that were
financial statements.
operating effectively for ensuring the orderly
and efficient conduct of its business, including Meaning of Internal Financial Controls Over
adherence to the respective company’s policies, Financial Reporting With Reference to these
the safeguarding of its assets, the prevention and Consolidated Financial Statements
detection of frauds and errors, the accuracy and
6. A company’s internal financial control over financial
completeness of the accounting records, and the
reporting with reference to these consolidated
timely preparation of reliable financial information, as
financial statements is a process designed to provide
required under the Act.
reasonable assurance regarding the reliability of
Auditor’s Responsibility financial reporting and the preparation of financial
statements for external purposes in accordance
3. Our responsibility is to express an opinion on the
with generally accepted accounting principles.
company’s internal financial controls over financial
A company’s internal financial control over financial
reporting with reference to these consolidated
reporting with reference to these consolidated
financial statements based on our audit. We conducted
financial statements includes those policies and
our audit in accordance with the Guidance Note on
procedures that (1) pertain to the maintenance of
Audit of Internal Financial Controls Over Financial
records that, in reasonable detail, accurately and fairly
Reporting (the “Guidance Note”) and the Standards
reflect the transactions and dispositions of the assets
on Auditing, specified under section 143(10) of the
of the company; (2) provide reasonable assurance
Companies Act, 2013, to the extent applicable to
that transactions are recorded as necessary to permit
an audit of internal financial controls, both issued
preparation of financial statements in accordance
by the Institute of Chartered Accountants of India.
with generally accepted accounting principles, and
Those Standards and the Guidance Note require that
that receipts and expenditures of the company are
we comply with ethical requirements and plan and
being made only in accordance with authorisations of
perform the audit to obtain reasonable assurance
management and directors of the company; and (3)
about whether adequate internal financial controls
provide reasonable assurance regarding prevention
over financial reporting with reference to these
or timely detection of unauthorised acquisition, use,
consolidated financial statements was established
or disposition of the company’s assets that could have
and maintained and if such controls operated
a material effect on the financial statements.
effectively in all material respects.
Balance Sheet
Consolidated Balance Sheet as at 31st March 2019
All amounts in million Indian Rupees, unless otherwise stated.
As at 3 As at
Notes
1st March 2019 31st March 2018
ASSETS
Non-current assets
Property, plant and equipment 3(a) 40,061.92 61,605.06
Capital work-in-progress 3(a) 1,000.61 291.78
Other intangible assets 3(b) 171.82 315.78
Financial assets
Investments 4 185.93 1,075.49
Other non-current financial assets 5 129.85 643.92
Other non-current assets 6 1,554.50 6,394.03
Income tax receivables 238.31 317.69
Deferred tax assets (net) 7 3,149.14 3,561.60
Total non-current assets 46,492.08 74,205.35
Current assets
Inventories 8 17,318.19 10,307.76
Biological assets 9 - 433.68
Financial assets
Trade receivables 10 2,850.82 7,618.26
Cash and cash equivalents 11 315.22 542.20
Other bank balances 12 25.79 24.96
Loans 13 - 58.20
Other current financial assets 14 341.03 15.42
Other current assets 15 5,003.33 6,813.54
Total current assets 25,854.38 25,814.02
Discontinued Operations 43 23,942.33 -
Total assets 96,288.79 100,019.37
Equity and liabilities
Equity
Equity share capital 16(a) 1,916.82 1,916.82
Other equity 16(b) 48,859.07 (18,987.06)
Discontinued operations (80,851.27) -
Equity attributable to shareholders (30,075.38) (17,070.24)
Non-controlling interest 45 (25,536.08) (19,645.71)
Total Equity (55,611.46) (36,715.95)
Non-current liabilities
Financial liabilities
Borrowings 17 19,704.29 29,057.45
Other non-current financial liabilities 18 24.82 4,566.65
Trade payables 19 - 1,362.31
Net employee benefit liabilities (non-current) 20 195.20 1,004.44
Government grants 21 318.21 52.02
Income Tax payable 9.89 -
Other non-current liabilities 22 - 1,329.30
Deferred tax liabilities (net) 7 43.88 40.59
Total non-current liabilities 20,296.29 37,412.76
Current liabilities
Financial liabilities
Borrowings 23 5,535.54 2,245.79
Trade payables 24
Total outstanding dues of micro and small enterprises 17.13 -
Total outstanding dues of creditors other than micro and small enterprises 28,169.90 39,021.76
Other current financial liabilities 25 18,332.81 52,815.06
Government grants 21 59.42 95.54
Other current liabilities 26 1,046.10 5,133.19
Net employee benefit liabilities (current) 27 64.93 11.22
Total current liabilities 53,225.83 99,322.56
Discontinued operations 43 78,378.12 -
Total Liabilities 151,900.25 136,735.32
Total equity and liabilities 96,288.79 100,019.37
Significant accounting policies 2.1
Accompanying notes 1 to 52 form integral part of these consolidated financial statements
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
140 | Annual Report and Accounts 2018-19
Corporate Overview Statutory Reports Financial Statements
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
Shree Renuka Sugars Limited
Corporate Overview Statutory Reports Financial Statements
Investing activities:
Purchase of property, plant and equipment (2,226.38) (4,639.70)
Proceeds from sale of property, plant and equipment 1,034.58 1,107.05
Purchase of investments (net) (1.35) -
Interest received (finance income) 52.72 142.19
Dividend received 0.76 0.90
Net cash flows from investing activities (1,139.67) (3,389.56)
Financing activities:
Proceeds from issue of equity shares (net of transaction cost) - 7,825.57
Repayment of long-term borrowings (1,290.81) (1,799.60)
Proceeds from working capital borrowing (net) 6,964.84 7,314.16
Finance cost paid (10,408.79) (13,082.66)
Net cash flows from financing activities (4,734.76) 257.47
As per our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
or liabilities, and the assets or liabilities on the carrying amount of each asset in the
related to employee benefit arrangements unit. Any impairment loss for goodwill is
are recognised and measured in recognised in profit or loss. An impairment
accordance with Ind AS 12 Income Tax and loss recognised for goodwill is not reversed
Ind AS 19 Employee Benefits respectively. in subsequent periods.
If the business combination is achieved Where goodwill has been allocated to
in stages, any previously held equity a cash-generating unit and part of the
interest is re-measured at its acquisition operation within that unit is disposed
date fair value and any resulting gain or off, the goodwill associated with the
loss is recognised in profit or loss or OCI, disposed operation is included in the
as appropriate. carrying amount of the operation when
determining the gain or loss on disposal.
Goodwill is initially measured at cost,
Goodwill disposed in these circumstances
being the excess of the aggregate of
is measured based on the relative values of
the consideration transferred and the
the disposed operation and the portion of
amount recognised for non-controlling
the cash-generating unit retained.
interests, and any previous interest held,
over the net identifiable assets acquired If the initial accounting for a business
and liabilities assumed. If the fair value of combination is incomplete by the end
the net assets acquired is in excess of the of the reporting period in which the
aggregate consideration transferred, the combination occurs, the Group reports
Group re-assesses whether it has correctly provisional amounts for the items for
identified all of the assets acquired and all which the accounting is incomplete.
of the liabilities assumed and reviews the Those provisional amounts are
procedures used to measure the amounts adjusted through goodwill during the
to be recognised at the acquisition date. measurement period, or additional assets
If the reassessment still results in an excess or liabilities are recognised, to reflect
of the fair value of net assets acquired over new information obtained about facts
the aggregate consideration transferred, and circumstances that existed at the
then the gain is recognised in OCI and acquisition date that, if known, would
accumulated in equity as capital reserve. have affected the amounts recognized at
However, if there is no clear evidence of that date. These adjustments are called
bargain purchase, the entity recognises as measurement period adjustments.
the gain directly in equity as capital reserve, The measurement period does not exceed
without routing the same through OCI. one year from the acquisition date.
After initial recognition, goodwill is b. Currentversus non-current classification
measured at cost less any accumulated
The Group presents assets and liabilities
impairment losses. For the purpose of
in the balance sheet based on current/
impairment testing, goodwill acquired
non-current classification. An asset is
in a business combination is, from the
treated as current when it is:
acquisition date, allocated to each of the
Group’s cash-generating units that are - Expected to be realised or intended to be
expected to benefit from the combination, sold or consumed in normal operating cycle
irrespective of whether other assets or
- Held primarily for the purpose of trading
liabilities of the acquiree are assigned
to those units. - Expected to be realised within twelve
months after the reporting period, or
A cash generating unit to which goodwill
has been allocated is tested for impairment - Cash or cash equivalent unless restricted
annually, or more frequently when there from being exchanged or used to settle a
is an indication that the unit may be liability for at least twelve months after the
impaired. If the recoverable amount of the reporting period
cash generating unit is less than its carrying
All other assets are classified
amount, the impairment loss is allocated
as non-current.
first to reduce the carrying amount of any
goodwill allocated to the unit and then to
the other assets of the unit pro rata based
to compensate, are expensed. When the sales of such assets (or disposal groups), its
grant relates to an asset, it is recognised sale is highly probable; and it will genuinely
as income in equal amounts over the be sold, not abandoned. The group treats
expected useful life of the related asset. sale of the asset or disposal group to be
highly probable when:
When the Group receives grants of
non-monetary assets, the asset and The appropriate level of management
the grant are recorded at fair value is committed to a plan to sell the
amounts and released to profit or loss asset (or disposal group),
over the expected useful life in a pattern
An active programme to locate a
of consumption of the benefit of the
buyer and complete the plan has
underlying asset i.e. by equal annual
been initiated (if applicable),
instalments. When loans or similar
assistance are provided by governments The asset (or disposal group) is being
or related institutions, with an interest rate actively marketed for sale at a price
below the current applicable market rate, that is reasonable in relation to its
the effect of this favourable interest is current fair value,
regarded as a government grant. The loan
The sale is expected to qualify for
or assistance is initially recognised and
recognition as a completed sale
measured at fair value and the government
within one year from the date of
grant is measured as the difference
classification , and
between the initial carrying value of
the loan and the proceeds received. Actions required to complete the
The loan is subsequently measured as plan indicate that it is unlikely
per the accounting policy applicable to that significant changes to the
financial liabilities. plan will be made or that the plan
will be withdrawn.
The Group is eligible for the assistance
under the Buffer Stock Subsidy Scheme Non-current assets held for sale to owners
and Cane Subsidy Scheme notified by and disposal groups are measured at the
Ministry of Consumer Affairs, Food and lower of their carrying amount and the fair
Public Distribution for assistance to sugar value less costs to sell. Assets and liabilities
mills. As the Group has complied with the classified as held for sale are presented
relevant conditions, it has recognised the separately in the balance sheet.
same as its income under this scheme.
Property, plant and equipment and
g. Non-current assets held for sale and intangible assets once classified
discontinued operations as held for sale to owners are not
depreciated or amortised.
The Group classifies non-current assets and
disposal groups as held for sale to owners A disposal group qualifies as discontinued
if their carrying amounts will be recovered operation if it is a component of an entity
principally through a sale rather than that either has been disposed of, or is
through continuing use. Actions required classified as held for sale, and:
to complete the sale should indicate that
Represents a separate major
it is unlikely that significant changes to the
line of business or geographical
sale will be made or that the decision to
area of operations,
sell will be withdrawn. Management must
be committed to the sale expected within Is part of a single co-ordinated
one year from the date of classification. plan to dispose of a separate major
line of business or geographical
For these purposes, sale transactions
area of operations.
include exchanges of non-current assets
for other non-current assets when the Discontinued operations are excluded
exchange has commercial substance. from the results of continuing operations
The criteria for held for sale classification and are presented as a single amount as
is regarded met only when the assets or profit or loss after tax from discontinued
disposal group is available for immediate operations in the statement of
sale in its present condition, subject only profit and loss.
to terms that are usual and customary for
value less accumulated depreciation and An item of property, plant and equipment
impairment losses recognised at the date and any significant part initially recognised
of revaluation. Valuations are performed is derecognised upon disposal or when no
with sufficient frequency to ensure that future economic benefits are expected
the carrying amount of a revalued asset from its use or disposal. Any gain or loss
does not differ materially from its fair value. arising on derecognition of the asset
(calculated as the difference between the
A revaluation surplus is recorded in OCI
net disposal proceeds and the carrying
and credited to the asset revaluation
amount of the asset) is included in
surplus in equity. However, to the extent
the income statement when the asset
that it reverses a revaluation deficit of the
is derecognised.
same asset previously recognised in profit
or loss, the increase is recognised in profit The residual values, useful lives and
and loss. A revaluation deficit is recognised methods of depreciation of property,
in the statement of profit and loss, except plant and equipment are reviewed at
to the extent that it offsets an existing each financial year end and adjusted
surplus on the same asset recognised in prospectively, if appropriate.
the asset revaluation reserve.
j. Intangible assets
An annual transfer from the asset
Intangible assets acquired separately
revaluation reserve to retained earnings
are measured on initial recognition
is made for the difference between
at cost. Following initial recognition,
depreciation based on the revalued
intangible assets are carried at cost
carrying amount of the asset and
less any accumulated amortisation and
depreciation based on the asset’s
accumulated impairment losses.
original cost. Additionally, accumulated
depreciation as at the revaluation date The useful lives of intangible assets are
is eliminated against the gross carrying assessed as either finite or indefinite.
amount of the asset and the net amount
Intangible assets with finite lives are
is restated to the revalued amount of the
amortised over the useful economic life
asset. Upon disposal, any revaluation
and assessed for impairment whenever
reserve relating to the particular asset
there is an indication that the intangible
being sold is transferred directly to
asset may be impaired. The amortisation
retained earnings.
period and the amortisation method for
Depreciation is calculated on a straight-line an intangible asset with a finite useful life
basis over the estimated useful lives of the are reviewed at least at the end of each
assets as follows: reporting period. Changes in the expected
useful life or the expected pattern of
Category Useful life consumption of future economic benefits
Buildings 5 - 60 Years embodied in the asset are considered
to modify the amortisation period or
Plant and Equipments 5-40 Years
method, as appropriate, and are treated
Furniture and Fixtures 1-10 Years as changes in accounting estimates.
Vehicles 7-8 Years The amortisation expense on intangible
assets with finite lives is recognised in the
Office Equipments 1-10 Years
statement of profit and loss unless such
The Group, based on technical expenditure forms part of carrying value
assessment made by technical expert of another asset.
and management estimate, depreciates
Intangible assets with indefinite
certain items of building, plant and
useful lives are not amortised, but are
equipment over estimated useful lives
tested for impairment annually, either
which are different from the useful life
individually or at the cash-generating
prescribed in Schedule II to the Companies
unit level. The assessment of indefinite
Act, 2013. The management believes that
life is reviewed annually to determine
these estimated useful lives are realistic
whether the indefinite life continues to be
and reflect fair approximation of the period
supportable. If not, the change in useful
over which the assets are likely to be used.
life from indefinite to finite is made on a
prospective basis.
Gains or losses arising from derecognition and other costs that an entity incurs in
of an intangible asset are measured as connection with the borrowing of funds.
the difference between the net disposal Borrowing cost also includes exchange
proceeds and the carrying amount of differences to the extent regarded as an
the asset and are recognised in the adjustment to the borrowing costs.
statement of profit or loss when the asset
m. Leases
is derecognised.
The determination of whether an
k. Biological assets
arrangement is (or contains) a lease
Biological assets of the Group are is based on the substance of the
represented by sugarcane used as raw arrangement at the inception of the
material in the production of sugar and lease. The arrangement is, or contains, a
ethanol. Sugar cane is classified as a lease if fulfilment of the arrangement is
permanent crop, whose economically dependent on the use of a specific asset
viable cultivation cycle is five years or assets and the arrangement conveys
after its first cut. a right to use the asset or assets, even
if that right is not explicitly specified in
The fair value of the sugar cane at harvest
an arrangement.
is determined by the quantities harvested,
and valued by the value of CONSECANA Group as a lessee
(Council of Sugar Cane Producers, sugar
A lease is classified at the inception date
and São Paulo State Alcohol) accumulated
as a finance lease or an operating lease.
in the respective month. The fair value of
A lease that transfers substantially all the
the harvested sugar cane will be the cost
risks and rewards incidental to ownership
of the raw material used in the production
to the Group is classified as a finance lease.
of sugar and ethanol process.
Finance leases are capitalised at the
(a) Cash inflows obtained by multiplying
commencement of the lease at the
(i) estimated production, measured in
inception date fair value of the leased
kilos of ATR (total recoverable sugar),
property or, if lower, at the present
and (ii) future market price of sugar
value of the minimum lease payments.
cane, which is estimated based on
Lease payments are apportioned between
public data and estimates of future
finance charges and reduction of the lease
prices of sugar and ethanol; and
liability so as to achieve a constant rate of
(b) Cash outflows represented by interest on the remaining balance of the
estimates of (i) costs necessary liability. Finance charges are recognised in
for the occurrence of biological finance costs in the statement of profit and
transformation of sugarcane loss, unless they are directly attributable
(cultivation) to harvest; (ii) costs of to qualifying assets, in which case they
harvesting/cutting, loading and are capitalized in accordance with the
transportation - CCT; (iii) cost of Group’s general policy on the borrowing
capital (land and machinery and costs. Contingent rentals are recognised
equipment); (iv) Lease costs and as expenses in the periods in which
agricultural partnership; and(v) taxes they are incurred.
on the positive cash flow.
A leased asset is depreciated over the
l. Borrowing costs useful life of the asset. However, if there is
no reasonable certainty that the Group will
Borrowing costs directly attributable to the
obtain ownership by the end of the lease
acquisition, construction or production of
term, the asset is depreciated over the
an asset that necessarily takes a substantial
shorter of the estimated useful life of the
period of time to get ready for its intended
asset and the lease term.
use or sale are capitalised as part of the
cost of the asset. All other borrowing costs Operating lease payments are recognised
are expensed in the period in which they as an expense in the statement of profit
occur. Borrowing costs consist of interest and loss on a straight-line basis over
the lease term.
case, this growth rate does not exceed Group expects some or all of a provision
the long-term average growth rate for to be reimbursed, for example, under an
the products, industries, or country or insurance contract, the reimbursement
countries in which the entity operates, or is recognised as a separate asset, but
for the market in which the asset is used. only when the reimbursement is virtually
certain. The expense relating to a provision
Impairment losses of continuing
is presented in the statement of profit and
operations, including impairment
loss net of any reimbursement.
on inventories, are recognised in the
statement of profit and loss, except for If the effect of the time value of money is
properties previously revalued with the material, provisions are discounted using
revaluation surplus taken to OCI. For such a current pre-tax rate that reflects, when
properties, the impairment is recognised appropriate, the risks specific to the liability.
in OCI up to the amount of any previous When discounting is used, the increase in
revaluation surplus. the provision due to the passage of time is
recognised as a finance cost.
Goodwill is not subject to amortisation
and is tested annually for impairment, q. Retirement and other employee benefits
or more frequently if events or change
Retirement benefit in the form of
in circumstances indicate that they
provident fund is a defined contribution
might be impaired.
scheme. The Group has no obligation,
For assets excluding goodwill, an other than the contribution payable to the
assessment is made at each reporting date provident fund.
to determine whether there is an indication
The Group operates a defined benefit
that previously recognised impairment
gratuity plan in India, which requires
losses no longer exist or have decreased.
contributions to be made to a separately
If such indication exists, the Group
administered fund.
estimates the asset’s or CGU’s recoverable
amount. A previously recognised The cost of providing benefits under the
impairment loss is reversed only if there defined benefit plan is determined using
has been a change in the assumptions the projected unit credit method.
used to determine the asset’s recoverable
Re-measurements, comprising of actuarial
amount since the last impairment loss was
gains and losses, the effect of the asset
recognised. The reversal is limited so that
ceiling, excluding amounts included in net
the carrying amount of the asset does not
interest on the net defined benefit liability
exceed its recoverable amount, nor exceed
and the return on plan assets (excluding
the carrying amount that would have
amounts included in net interest on
been determined, net of depreciation,
the net defined benefit liability), are
had no impairment loss been recognised
recognised immediately in the balance
for the asset in prior years. Such reversal
sheet with a corresponding debit or credit
is recognised in the statement of profit or
to retained earnings through OCI in the
loss unless the asset is carried at a revalued
period in which they occur.
amount, in which case, the reversal is
treated as a revaluation increase. Re-measurements are not reclassified to
profit or loss in subsequent periods.
p. Provisions
Net interest is calculated by applying the
General
discount rate to the net defined benefit
Provisions are recognised when the liability or asset. The Group recognises
Group has a present obligation (legal or the following changes in the net defined
constructive) as a result of a past event, it benefit obligation as an expense in the
is probable that an outflow of resources consolidated statement of profit and loss:
embodying economic benefits will be
- Service costs comprising current
required to settle the obligation and a
service costs, past-service costs; and
reliable estimate can be made of the
amount of the obligation. When the - Net interest expense or income
de-recognition of financial liability in the adjustment to the carrying amounts of assets and
statement of profit and loss. liabilities within the next financial year, are described
below. The Group based its assumptions and
s. Cash and cash equivalents
estimates on parameters available when the financial
Cash and cash equivalent in the balance statements were prepared. Existing circumstances
sheet comprise cash at banks and on and assumptions about future developments,
hand and short-term deposits with an however, may change due to market changes or
original maturity of three months or less, circumstances arising that are beyond the control
which are subject to an insignificant risk of of the Group. Such changes are reflected in the
changes in value. assumptions when they occur.
t. Earnings per share Discontinued operations
Basic earnings per share is calculated by On August 8, 2018, the Board of Directors of
dividing the net profit or loss attributable the Company resolved to discontinue Brazilian
to equity holder of the company (after operations. Accordingly, The Group has classified all
deducting preference dividends and assets and liabilities to be held for sale and classified
attributable taxes) by the weighted average the operations as discontinued operation.
number of equity shares outstanding
The Board considered the Brazilian Operations to
during the period. Partly paid equity shares
meet the criteria to be classified as discontinued
are treated as a fraction of an equity share
operations at the balance sheet date for the
to the extent that they are entitled to
following reasons:
participate in dividends relative to a fully
paid equity share during the reporting 1. The management is committed to
period. The weighted average number divest its stake,
of equity shares outstanding during the
2. An active programme to locate a buyer is
period is adjusted for events such as bonus
complete and the plan has been initiated,
issue, bonus element in a rights issue, share
split, and reverse share split (consolidation 3. Divestment of stake at a price is reasonable in
of shares) that have changed the number relation to its current fair value,
of equity shares outstanding, without a
4. Divestment is expected to qualify for recognition
corresponding change in resources.
as completed, within one year from the date
For the purpose of calculating diluted of classification
earnings per share, the net profit or loss
For more details on the discontinued operation,
for the period attributable to equity
refer to Note 43.
shareholders of the company and the
weighted average number of shares Revaluation of property, plant and equipment
outstanding during the period are
The Group measures land, buildings, plant and
adjusted for the effects of all dilutive
machinery classified as property, plant and
potential equity shares.
equipment at revalued amounts with changes in fair
2.2 Significant accounting judgments estimates value being recognised in OCI. The Group engaged an
and assumptions independent valuation specialist to assess fair value
for revalued land, buildings, plant and machinery.
The preparation of the Group’s financial statements
Fair value of land and building was determined by
requires management to make judgements,
using the market approach and plant & equipment
estimates and assumptions that affect the reported
and building was determined by using depreciated
amounts of revenues, expenses, assets and liabilities,
replacement cost (DRC) method. The key assumptions
and the accompanying disclosures, and the
used to determine fair value of the property, plant and
disclosure of contingent liabilities. Uncertainty about
equipment are provided in Note no. 3 (B).
these assumptions and estimates could result in
outcomes that require a material adjustment to the Taxes
carrying amount of assets or liabilities affected in
Deferred tax assets are recognised for unused tax
future periods.
losses to the extent that it is probable that taxable
Estimates and assumptions profit will be available against which the losses can
be utilised. Significant management judgement is
The key assumptions concerning the future and other
required to determine the amount of deferred tax
key sources of estimation uncertainty at the reporting
assets that can be recognised, based upon the likely
date, that have a significant risk of causing a material
timing and the level of future taxable profits.
The Group has recognised deferred tax assets on highly sensitive to changes in these assumptions.
unabsorbed depreciation of INR 12,302.14 Million All assumptions are reviewed at each reporting date.
(31st March 2018: INR 12,996.27), unabsorbed tax
The parameter most subject to change is the discount
losses of INR 16,596.44 Million (31st March 2018: INR
rate. In determining the appropriate discount
22,295.58 Million) and MAT credit entitlement of INR
rate for plans operated in India, the management
529.31 Million (31st March 2018: INR 545.07 Million).
considers the interest rates of government bonds
The unabsorbed depreciation can be carried forward
in currencies consistent with the currencies of the
for indefinite period, whereas the unabsorbed losses
post-employment benefit obligation.
and the MAT credit entitlement can be carried forward
for 8 years and 15 years respectively. Considering the The mortality rate is based on publicly available
improved performance of the Group in the current mortality tables for the specific countries.
year, continued financial support from the parent Those mortality tables tend to change only at
company, various incentives / regulatory measures interval in response to demographic changes.
announced by the government for sugar and ethanol, Future salary increases and gratuity increases are
the Group expects to generate taxable profits in based on expected future inflation rates.
future years and hence the Group has recognised
Further details about gratuity obligations are
deferred tax assets.
given in Note 42.
Impairment of non-financial assets
2.3 Standards issued but not yet effective
Impairment exists when the carrying value of an
The amendments to standards that are issued, but not
asset or cash generating unit exceeds its recoverable
yet effective, up to the date of issuance of the Group’s
amount, which is the higher of its fair value less cost
financial statements are disclosed below. The Group
of disposal and its value in use. The value in use
intends to adopt these standards, if applicable, when
calculation is based on a DCF model. The cash flows
they become effective.
are derived from the cash flow estimates for the
remaining life of the asset and budget for 5 years in The Ministry of Corporate Affairs (MCA) has issued
case of other assets and do not include restructuring the Companies (Indian Accounting Standards)
activities that the Group is not yet committed to Amendment Rules, 2017 and Companies (Indian
or significant future investments that will enhance Accounting Standards) Amendment Rules, 2018
the asset’s performance of the CGU being tested. amending the following standard:
The recoverable amount is sensitive to the discount
Ind AS 116 Accounting for leases
rate used for the DCF model as well as the expected
future cash-inflows. Ind AS 116 Leases was notified on 30th March 2019
and it replaces Ind AS 17 Leases, including appendices
Financial instruments
thereto. Ind AS 116 is effective for annual periods
During the previous year the Group had entered beginning on or after 1st April 2019. Ind AS 116 sets
into a framework agreement with its lenders out the principles for the recognition, measurement,
for restructuring its borrowings. As part of the presentation and disclosure of leases and requires
restructuring process, the Group had issued 0.01% lessees to account for all leases under a single
non-convertible debentures, 0.01% redeemable on-balance sheet model similar to the accounting
preference shares and 0.01% optionally convertible for finance leases under Ind AS 17. The standard
preference shares to the lenders. The Group had includes two recognition exemptions for lessees –
recognised the instruments issued, at fair value and leases of ‘low-value’ assets (e.g., personal computers)
the difference between the fair value of the instrument and short-term leases (i.e., leases with a lease term
and the non-sustainable part of borrowings had been of 12 months or less). At the commencement date
recognised as income on de-recognition of financial of a lease, a lessee will recognise a liability to make
liability by the Group. lease payments (i.e., the lease liability) and an asset
representing the right to use the underlying asset
Defined benefit plans (gratuity benefits)
during the lease term (i.e., the right-of-use asset).
The cost of the defined benefit gratuity plan are Lessees will be required to separately recognise
determined using actuarial valuations. An actuarial the interest expense on the lease liability and the
valuation involves making various assumptions that depreciation expense on the right-of-use asset.
may differ from actual developments in the future.
Lessees will also be required to re-measure the
These include the determination of the discount
lease liability upon the occurrence of certain events
rate, future salary increases and mortality rates.
(e.g., a change in the lease term, a change in future
Due to the complexities involved in the valuation and
lease payments resulting from a change in an
its long-term nature, a defined benefit obligation is
index or rate used to determine those payments). 11 and Indian Accounting Standard 18) which
The lessee will generally recognise the amount was based on the concept of transfer of risks and
of the re-measurement of the lease liability as an rewards. It also provides further guidance on the
adjustment to the right-of-use asset. measurement of sales on contracts which have
discounts, rebates or incentives by applying variable
The Group intends to adopt Ind AS 116 from the date
consideration principles.
when they become effective. The Group is in the
process of assessing the impact on adoption of Ind AS Based on the evaluation of commercial arrangements
116 in the financial statements. with customers, the Group has identified certain
discounts/ rebates/ incentives to customers which
2.4 Changes in accounting policies and disclosures
need to be accounted. It has also identified certain
New and amended standards and interpretations expenses which are now required to be reduced
from revenue. The Group has applied the Standard
The Group applied for the first time certain
from April 1, 2018 under the modified retrospective
amendments to the standards, which are effective for
approach and there were no significant adjustments
annual periods beginning on or after 1st April 2018.
required to the statement of profit and loss for the
The nature and the impact of each amendment is
year ended March 31, 2019.
described below:
Ind AS 115 Revenue from Contracts with Customers
The Group applied Ind AS 115 for the first time.
The nature and effect of the changes as a result of
adoption of these new accounting standards are
described below.
Effective April 1, 2018, the Group has adopted Indian
Accounting Standard 115 (Revenue from contracts
with customers) by using the modified retrospective
approach. The new standard is based on the principle
that revenue is recognised when control of goods or
services is transferred to the customer and provides a
single, principles based five-step model to be applied
to all sales contracts. It replaces the separate models
for goods, services and construction contracts under
previous standards (Indian Accounting Standard
As at 31st March 2018 6.57 - 1,328.19 12,706.25 135.16 128.09 11,846.11 26,150.37 - 26,150.37
Depreciation charge for the year 2.15 - 283.59 1,895.43 19.04 6.68 - 2,206.89 - 2,206.89
Disposals - - - (445.42) (8.29) (10.94) - (464.65) - (464.65)
Exchange differences - - (42.19) (241.51) (7.53) (11.67) (1,124.15) (1,427.05) - (1,427.05)
Discontinued operations - - (405.38) (6,081.51) (71.78) (111.11) (10,721.96) (17,391.74) (17,391.74)
Impairment - - - - - - - - 4.23 4.23
As at 31st March 2019 8.72 - 1,164.21 7,833.24 66.60 1.05 - 9,073.82 4.23 9,078.05
As at 31st March 2018 173.82 2,841.27 9,430.25 47,668.90 70.78 97.38 1,322.66 61,605.06 291.78 61,896.84
(A) Capital work in progress
Capital work in progress as at 31st March 2019 comprises expenditure for the plant and building in the course of construction.
(B) Revaluation of land, buildings and plant, machinery and equipment
During the year, the Group had appointed an independent valuer to determine the fair value of freehold land and building and plant and machineries. As an outcome of this process, the
Group has recognised increase in the gross block of land of Rs. 819.00 million, building of Rs. 718.42 million and decrease in freehold land of Rs. 34.47 million and plant and machineries of Rs.
483.92 million. The Group recognised this increase within the revaluation reserve and statement of comprehensive income.
The Group determined these fair values after considering physical condition of the asset, technical usability / capacity, salvage value, quotes from independent vendors. The fair value of land
is determined using market approach and building, plant, machinery and equipment using depreciated replacement cost (DRC). The DRC is derived from the Gross Current reproduction /
replacement Cost (GCRC) which is reduced by considering depreciation. The fair value measurement will be classified under level 3 fair value hierarchy. The GCRC means cost expected to
Financial Statements
replace existing asset with similar or equivalent new asset as on date of valuation.
Freehold land/Lease hold land Market approach The value of land was determined based on condition, location,
demand and supply in and around and other infrastructure facilities
available at and around the said plot of land. Land which was based
on government promoted industrial estates, was appraised on
the present fair market value depending on the condition of the
said estates, its location and availability of such plots in the said
industrial estate.
Building Depreciated Building/structural sheds were measured considering the DRC
Replacement Cost (DRC) cost method for the constructed area depending on Utility and
Design of Building Structures condition, actual physical condition
and state of repairs and maintenance, type of general and Special
Specifications of construction, remaining useful economic life of the
structures, demand for the structures, cost of building materials and
related construction supplies in the surrounding area, latest trends
in the building construction technology, present day replacement
cost of comparable building structures, Depreciation for Physical
wears and tear.
Plant, machinery and equipment Depreciated The valuation of Plant & Machinery has been estimated by DRC
Sugar Plant Replacement Cost (DRC) method under cost approach of valuation. The DRC is adjusted towards
Co-Generation Plant the Obsolescence, Potential Profitability and Service Potential in order
Ethanol plant to estimate the Market Value ‘In-Situ’ of the plant & machinery.
Information of revaluation model (gross of deferred tax):
Amount
Opening balance as at 31st March 2017 19,460.61
Depreciation (687.51)
Other adjustments (594.92)
Balance as at 31st March 2018 18,178.18
Measurement recognised in reserves 1,019.03
Depreciation (895.42)
Disposed off (1.11)
Closing balance as at 31st March 2019 18,300.68
If land, building and plant, machinery and equipment were measured using the cost model, the carrying amounts would
be as follows:
As at As at 31st March
Net book value
31st March 2019 2018
Cost
Freehold land 506.29 1,011.23
Lease hold land 180.39 -
Buildings 6,154.99 7,737.58
Plant machinery and Equipment 29,091.98 44,887.36
35,933.65 53,636.17
Accumulated depreciation
Lease hold land 8.72 -
Buildings 1,933.36 1,079.27
Plant machinery and Equipment 11,583.90 10,794.55
13,525.98 11,873.82
Freehold land 506.29 1,011.23
Lease hold land 171.67 -
Buildings 4,221.63 6,658.31
Plant machinery and Equipment 17,508.08 34,092.81
Net carrying amount 22,407.67 41,762.35
Note 4: Investments
As at 31st March 2019 As at 31st March 2018
Number of Number of
Currency Face value Amount Amount
units units
Unquoted equity shares
In associate companies:
PASA - Paraná Operações Portuárias S.A. BRL - - - - 436.83
CPA Trading S.A. BRL - - - - 182.88
Others:
National Treasury Notes BRL - - - - 86.23
BDCC Bank Limited( Belgaum) INR 500.00 10,000.00 5.00 10,000.00 5.00
Other investments BRL - - - - 9.84
Aggregate value of total investments 185.93 1,075.49
Aggregate value of quoted investments 1.34 -
Aggregate value of unquoted investments 184.59 1,075.49
# 697,700 equity shares pledged with IDBI bank towards working capital loan availed by the group.
Impairment allowance
Unsecured, considered good - -
Doubtful (197.43) (197.43)
(B) (197.43) (197.43)
Total other non-current assets (A-B) 1,554.50 6,394.03
OCI Section
Deferred tax related to items recognised in OCI during the year
As at As at
31st March 2019 31st March 2018
Revaluation reserve on plant property and equipments (306.93) -
Remeasurement of the net defined benefit plan 9.08 (0.70)
Income tax expenses charged to OCI (297.85) (0.70)
Reconciliation of tax expenses and the accounting profit multiplied by the India’s domestic tax rate for 31 March
2019 and 31 March 2018
As at As at
31st March 2019 31st March 2018
Continued operations (3,738.66) (13,377.02)
Discontinued operations (16,637.70) (13,798.66)
Accounting profit before income tax (20,376.36) (27,175.68)
Local tax rate 31.20% 33.99%
Tax at local rate (6,357.43) (9,237.00)
Adjustment in respect of tax of previous years - (984.54)
Effect of differential overseas tax rate (667.67) (2,614.16)
Effect of differential domestic tax rate 22.99 67.75
Share of results of associates - (38.44)
Impairment allowance of financial assets - 4,003.08
Impairment of goodwill - 2,293.26
Effect of tax instalment of Brazil operations - (279.21)
Tax effect on foreign currency monetary item translation difference - 229.36
Gain due to restructuring plan - (4,703.84)
As at As at
31st March 2019 31st March 2018
Unabsorbed business loss / depreciation - 4,009.27
Unwinding of interest not deductible 283.22 -
Other non deductible expenses/(Income) (82.28) 2,116.32
Losses for which no deferred asset is created 6,331.94 -
Carryforward DTA balances written off 139.97 -
Government grants expenses not deductible 24.52 -
Impairment of financial assets not allowable as deduction for tax purposes 302.40 -
At the effective income tax rate of 0.01% (31st March 2018 18.91%) (2.34) (5,138.15)
Income tax expense reported in the statement of profit and loss 88.13 6,421.58
Income tax attributable to discontinued operations (85.79) (1,283.43)
Note 8: Inventories
As at As at
31st March 2019 31st March 2018
Raw materials, components and material in transit ** 4,262.44 1,955.52
Work-in-progress 48.00 -
Stores and spares 544.45 924.62
Intermediate products 1,297.18 371.62
Finished goods:
- Manufactured 11,166.12 7,053.77
- Traded - 2.23
Others - -
Biological Assets - -
Provision - -
17,318.19 10,307.76
** Raw material and components includes transit stock of 31st March 2019: INR 38.58 Million (31st March 2018: INR Nil)
As at As at
31st March 2019 31st March 2018
Derivative Instruments at fair value through Profit or loss 124.14 -
Deposits with commodity agent 212.86 0.01
Interest accrued 0.37 5.34
Interest receivable 0.46 10.07
Export Incentive receivable 3.15 -
Others 0.05 -
341.03 15.42
Impairment allowance
Unsecured considered good - -
Unsecured, credit impaired (970.66) (783.44)
(B) (970.66) (783.44)
Total other current assets (A-B) 5,003.33 6,813.54
c) Other reserves
Retained earnings 10,630.40 (58,933.76)
Foreign currency translation reserve (4,390.94) (307.70)
Foreign currency monetary item translation difference account - (2,724.76)
Changes in equity instrument and others (153.36) 21.77
Revaluation reserve 11,751.44 11,935.87
17,837.55 (50,008.58)
Other equity (a+b+c) 48,859.07 (18,987.06)
Terms of repayment as on 31st March 2019 - Other than borrowings in Brazil entities
As at As at
Particulars Maturity Date Effective Rate of Interest
31st March 2019 31st March 2018
Non-convertible debentures
Non convertible debentures -LIC* 31st March 2024 11.70% 1,447.48 1,500.00
Non convertible debentures -LIC* 31st March 2024 11.30% 964.98 1,000.00
Non-convertible debentures issued to lenders31st March 2027 12.90% # 2,397.51 2,112.16
Term loans
From Banks and financial institutions
Indian Renewable Energy Development 31st December 2020 9.85% 140.88 221.38
Authority (IREDA)
Indian Renewable Energy Development 31st March 2022 11.60% 196.88 262.51
Authority (IREDA)
Exim Bank 31st March 2029 IDBI 1 year MCLR rate+1.1% 473.18 503.71
ICICI Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 4,139.24 4,406.29
State Bank of India Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 335.16 454.97
IDBI Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 4,157.10 4,425.30
Axis Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 120.99 128.11
Kotak Mahindra Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 650.91 692.90
Ratnakar Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 49.05 54.15
Ratnakar Bank Limited 5th March 2019 I year MCLR plus 200 bps - 15.56
Ratnakar Bank Limited 30th Sept. 2022 I year MCLR plus 200 bps 44.00 50.00
SCB - Term loan 30th April 2018 3.20% 2,044.91 1,925.84
Yes Bank Limited 31st March 2029 IDBI 1 year MCLR rate+1.1% 412.64 439.26
SEFASU loan from banks 31st March 2029 12.00% 364.40 742.72
From Others;
IFCI Limited (SDF) ## 22nd February 2021 and 12.00% 320.99 435.45
30th September 2021
Financial Instruments:
0.01% Redeemable preference shares 31st March 2037 12.90% # 1,202.31 1,058.95
0.01% Optionally convertible 31st March 2029 12.90% # 4,017.57 3,538.54
preference shares
# The NCD’s, RPS and OCPS issued to lenders have been recorded at NPV using discounting factor of 12.9%
## SDF and SEFASU loans has been recorded at NPV using discounting factor at 12%
* The Company is in the process of restructuring these non-convertible debentures and has received a letter of intent
from Life Insurance Corporation of India (debenture holders) on October 11, 2018. This letter was accepted by the
company on October 16, 2018. The restructuring is subject to members and stock exchange’s approval.
Note A: Repayment schedule of financial instrument is as follows:
a) 0.01% Optionally Convertible Preference Shares (OCPS) of INR 4,280.89 Million, issued to lenders with convertibility
right at the end of 18 months in line with existing SEBI regulations. However, the company will extend the
convertibility of the OCPS in its Annual General / Extraordinary General Meeting at least 60 days prior to the expiry
of the convertibility right of the lenders, subject to applicable regulations. Simultaneously, the company will seek
exemption from SEBI for relaxation of conversion period of OCPS beyond 18 months, so as to be converted on or
before 31st March 2029 at a price to be determined as per prevailing SEBI Guidelines.
b) 0.01% Redeemable Preference Shares (RPS) of INR 7,439 Million, redeemable in 40 structured quarterly instalments
commencing from 30th June 2027.
c) Term loans are repayable in 47 structured quarterly instalments commencing from 30th September 2017.
Note 32: (Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods
Year ended 3 Year ended
1st March 2019 31st March 2018
Opening stock
Work in progress - 152.20
Finished goods and intermediate products 7,331.69 5,737.81
A 7,331.69 5,890.01
Closing stock
Work in progress 48.00 -
Finished goods and intermediate products 12,463.30 7,331.69
B 12,511.30 7,331.69
Net (increase)/decrease in stock (A-B) (5,179.61) (1,441.68)
Weighted average number of equity shares for basic EPS** 1,916,819,292 1,006,468,970
Earning per share from discontinued operations towards parent- Basic (5.66) (10.04)
Earning per share from discontinued operations towards parent - Diluted (5.66) (10.04)
Earning per share from continued and discontinued operations towards parent - Basic (7.56) (16.93)
Earning per share from discontinued operations towards parent- Diluted (7.56) (16.93)
**Weighted average number of equity shares takes into account the weighted average effect of changes in share transactions
during the year.
Also, optionally convertible preference shares issued are not considered for diluted EPS computation as these are anti dilutive.
Note 40: Commitment and contingencies
a) Operating lease commitments (Group as lessee and lessor)
The Group has entered into various operating leases for office, residential and factory premises. These are generally
short-term leases and cancellable by serving adequate notice. The minimum amount of lease rentals payable on
non-cancelable leases is as follows:
Sr. As at As at
Lease payable
No. 31st March, 2019 31st March, 2018
A Within a period of one year 8.67 182.21
B One year to five years 26.61 499.82
C five years and above 501.96 1,190.21
D Lease rent expense charged to consolidated statement of profit and loss 149.62 229.07
Sr. As at As at
Lease receivable
No. 31st March, 2019 31st March, 2018
A Within a period of one year 9.45 -
B Lease rent income considered in consolidated statement of profit and loss 9.10 1.87
b) Other commitments
Outstanding commitments of the group are as
follows:
As at 31st March, As at
Outstanding Commitments
2019 31st March, 2018
Estimated amount of contract pending for execution on capital account 1,204.59 12,900.77
Commitment on behalf of subsidiaries - 1,403.01
c) Guarantees
Outstanding guarantees of the group
are as follows:
Sr. As at
Outstanding Commitments As at 31st March 2019
No 31st March, 2018
A Bank Guarantee 576.06 10.89
B Corporate Guarantee - 376.02
C Letter of credit 38.31 -
the death benefit, the acceleration of cash flow amend the Payment of Gratuity Act thus requiring the
will lead to an actuarial loss or gain depending on companies to pay higher benefits to the employees.
the relative values of the assumed salary growth This will directly affect the present value of the
and discount rate. Defined Benefit Obligation and the same will have to
be recognized immediately in the year when any such
Variability in withdrawal rates: If actual withdrawal
amendment is effective.
rates are higher than assumed withdrawal rate
assumption than the Gratuity Benefits will be Actuarial Assumptions
paid earlier than expected. The impact of this will
Key actuarial assumptions are given below:
depend on whether the benefits are vested as at the
resignation date. Discount Rate:
B. Investment Risk: The rate used to discount other long term employee
benefit obligation (both funded and unfunded)
For funded plans that rely on insurers for managing
is determined by reference to market yield at the
the assets, the value of assets certified by the insurer
Balance Sheet Date on high quality corporate bonds.
may not be the fair value of instruments backing the
In countries where there is no deep market in such
liability. In such cases, the present value of the assets
bonds the market yields (at the Balance Sheet Date)
is independent of the future discount rate. This can
on government bonds is used. The currency and
result in wide fluctuations in the net liability or the
term of the corporate bond or government bond is
funded status if there are significant changes in the
consistent with currency and estimated term of the
discount rate during the inter-valuation period.
post-employment benefit obligation.
C. Liquidity Risk:
Salary Growth Rate:
Employees with high salaries and long durations or
This is Management’s estimate of the increases
those higher in hierarchy, accumulate significant
in the salaries of the employees over the long
level of benefits. If some of such employees
term. Estimated future salary increases takes
resign/retire from the company there can be strain
account of inflation, seniority, promotion and other
on the cashflows.
relevant factors such as supply and demand in the
D. Market Risk: employment market.
Market risk is a collective term for risks that are related Rate of Return on Plan Assets:
to the changes and fluctuations of the financial
This assumption is required only in case of funded plans.
markets. One actuarial assumption that has a material
Interest income on plan assets is calculated using the rate
effect is the discount rate. The discount rate reflects
used to discount the defined benefit obligation.
the time value of money. An increase in discount rate
leads to decrease in Defined Benefit Obligation of the Mortality:
plan benefits & vice versa. This assumption depends
This assumption is based on the standard published
on the yields on the corporate/government bonds
mortality table without any adjustment.
and hence the valuation of liability is exposed to
fluctuations in the yields as at the valuation date. Withdrawal Rates:
E. Legislative Risk: This is Management’s estimate of the level of attrition in
the company over the long term. Estimated withdrawal
Legislative risk is the risk of increase in the plan rates takes into account the broad economic outlook, type
liabilities or reduction in the plan assets due to change of sector the group operates in and measures taken by the
in the legislation/regulation. The government may management to retain/ relieve the employees.
Sr.
Particulars Gratuity Benefits
No
Sr.
Particulars Gratuity Benefits
No
10 Expected contributions to the defined benefit plan in next years 11.90 4.66
Note 43: Discontinued operations
The Company and its wholly owned subsidiary Renuka Commodities DMCC, Dubai (“DMCC”) holds 82.99 % and 17.01%
respectively in Shree Renuka Global Ventures Ltd, Mauritius (“SRGVL”). SRGVL holds 99.99% in Shree Renuka do Brasil
Participacoes Ltda, Brazil (“SRDBPL”). SRDBPL is holding investments in ten companies in Brazil as holding Company
(together referred to as Brazilian operations).
On September 28, 2015, SRDBPL together with all of its subsidiaries filed for protection under Judicial Recovery Law (Law
11.101/2005-Recuperação Judicial) in the designated court in the capital of the state of São Paulo.
On August 8, 2018, the Board of Directors of the Company reviewed the process of judicial recovery which was on going
since September 2015 and resolved to discontinue Brazilian operations and accordingly, holding company management
started the sale / investment divestment process. As the Group was committed to sale plan involving ceasing of control
of Brazil operations, the Group classified all assets and liabilities to be held for sale and classified the operations as
discontinued operation.
On May 7, 2019, SRGVL entered into non-binding term sheet with an investor. As per the terms defined in the term sheet,
SRGVL will issue fresh equity shares to the investor, consequent to which the interest held by the Group in SRGVL (and
also in discontinued operations) will be reduced to 19% and the Group will no longer have right to representation on the
Board of Directors of SRGVL. Accordingly, after execution of this transaction, the Group would lose control on SRGVL and
consequently on the Brazilian operations.
The Group has re-presented financial results for the year ended March 31, 2019 to incorporate the effect of discontinued
operations. In accordance with the requirements of Ind-AS 105 Non-current Assets Held for Sale and Discontinued
Operations, the Group is not required to re-present amounts of the assets and liabilities of discontinued operations
presented in the balance sheet for year ended March 31, 2018. Accordingly, the balance sheet as at March 31, 2019 is not
comparable to that extent with previous year balance sheet.
Major classes of assets and liabilities of discontinued operations as at March 31st 2019 are as follows:
As at
Particulars
31st March 2019
ASSETS
Non-current assets
Property, plant and equipment 18,966.98
Other intangible assets 105.24
Financial assets
Investments 665.68
Other non-current financial assets 535.11
Trade receivables 2.05
Others 12.38
Other non-current assets 2,000.88
Total non-current assets 22,288.32
Current assets
Inventories 310.10
Financial assets -
Trade receivables 117.67
Cash and cash equivalents 47.89
Other current assets 1,178.35
Total current assets 1,654.01
Total assets 23,942.33
Non-current liabilities
Other non-current financial liabilities 2,620.70
Long-term provisions 1,244.25
Net employee defined benefit liabilities 60.56
Other non-current liabilities 5,016.05
Total non-current liabilities 8,941.56
Current liabilities
Financial liabilities
Borrowings 26,366.75
Trade payables 3,693.26
Other current financial liabilities 30,615.81
Other current liabilities 8,532.06
Provision 228.68
Total current liabilities 69,436.56
Total liabilities 78,378.12
The results of discontinued operations held for sale for the period are presented below
iii Wilmar Sugar Pte. Ltd. 31 March 2019 6,721.78 16,821.69 - - 177.54 - - 2,351.91 -
31 March 2018 14.48 1,496.24 - - - -
As At As At
Particulars
31st March 2019 31st March 2018
Apoena Logística - 7.49
Associate companies:
CPA Trading S.A. and subsidiaries - 0.92
0.09 571.82
Trade receivables (refer Note 10)
Affiliate companies:
Ravindra Energy Limited 15.73 18.51
Adani Wilmar Limited 0.42 0.39
Great Wall - Wilmar Holdings Limited. Mynamar - -
Vantamuri Trading and Investments Limited 2.11 2.11
Jawananis Rafinasi (JMR) 0.29 -
Wilmar Sugar SA 823.49 -
842.04 21.01
As At As At 31st March
Particulars
31st March 2019 2018
Trade payables (refer Note 24)
Affiliate companies:
Adani Wilmar Limited - 10,470.53
Wilmar Sugar Pte. Ltd. 8,956.80 1,273.46
8,956.80 11,743.99
Other current liabilities (refer note 26)
Affiliate companies:
Irving Investments Limited (Wilmar) Mozabique 4.07 -
Bright Agrocomm DMCC 4.38 -
Adani Wilmar Limited 1.39 -
9.84 -
Other non-current financial liabilities (refer Note 25)
Wilmar Sugar Pte. Ltd. 2,631.51 4,387.76
Wilmar Sugar Holdings Pte. Ltd. 10,947.72 -
13,579.23 4,387.76
C Transactions with key managerial personnel
Other directors’ interests
The company had acquired office space on rent from Mrs. Vidya Murkumbi a key managerial personnel of the
company. During both the years company has paid a rent of INR 6.95 million ( 31 March 2018 INR 7.54 million)
including all the taxes, out of which amount payable is INR 0.29 million (31 March 2018: INR 0.58 million)
Compensation of key managerial personnel
Year ended Year ended
31st March 2019 31st March 2018
Short-term employee benefits 101.17 77.41
Contribution to provident fund 3.73 4.06
Sitting fees 1.68 9.54
Total 106.58 91.01
The summarised financial information of these subsidiaries are provided below. This information is based on amounts before
inter-company eliminations
Note 46: Enterprises consolidated as subsidiary in accordance with Ind AS 112 – Disclosure of Interests in
Other Entities’.
Proportion of ownership interest
Country of
Name of the Enterprise 31st March 2019 31st March 2018
Incorporation
Renuka Commodities DMCC, Dubai Dubai 100.00% 100.00%
Shree Renuka Global Ventures Ltd., Mauritius Mauritius 100.00% 100.00%
Shree Renuka East Africa Agriventures PLC, Ethiopia Ethiopia 99.99% 99.99%
Lanka Sugar Refinery Company (Private) Limited** Sri Lanka 100.00% 100.00%
Gokak Sugars Ltd. India 93.64% 93.64%
Shree Renuka Agri ventures Limited India 100.00% 100.00%
Monica Trading Private Limited India 100.00% 100.00%
Shree Renuka Tunaport Pvt. Limited India 100.00% 100.00%
KBK Chem Engineering Pvt Limited India 100.00% 100.00%
Shree Renuka do Brasil Participações Ltda.*** Brazil 100.00% 100.00%
Shree Renuka São Paulo Participações Ltda.*** Brazil 100.00% 100.00%
Renuka do Brasil S/A *** Brazil 59.41% 59.41%
Revati S.A- Acucar e Alcool *** Brazil 100.00% 100.00%
Renuka Geradora de Energia Elétrica Ltda*** Brazil 99.99% 99.99%
Renuka Cogeração Ltda*** Brazil 99.99% 99.99%
Revati Geradora de Energia Elétrica Ltda *** Brazil 99.99% 99.99%
Revati Agropecuaria Ltda.*** Brazil 99.99% 99.99%
Renuka Vale do IVAI S/A*** Brazil 100.00% 100.00%
Ivaicana Agropecuaria Ltda.*** Brazil 99.99% 99.99%
Biovale Comercio de Leveduras Ltda. *** Brazil 99.99% 99.99%
** Liquidated on 30th September 2017
*** Included in the consolidated financial statements of Shree Renuka do Brasil Participações Ltda., Brazil
The management assessed that cash and cash equivalents, trade receivables, trade payables, other current assets and
other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The following methods and assumptions were used to estimate the fair values:
As at 31st March 2019, fair value of the unquoted equity shares recognised at FVTOCI have been estimated using enterprise
valuation method and impairment of Rs 175.13 million is charged through FVOCI . As at 31st March 2018 , fair value of
the unquoted equity shares recognised at FVTOCI have been estimated using a non-binding agreement with an investor.
The fair value of Redeemable preference shares, Optionally convertible preference shares, Redeemable non-convertible
debentures issued to lenders are based on discounted cash flow using a current borrowing rate. They are classified as level
3 fair values hierarchy due to the use of unobservable inputs including own credit risk.
The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value
hierarchy together with a quantitative sensitivity analysis as at 31st March, 2019, 31st March, 2018 are as shown below:
Description of significant unobservable inputs to valuation:
Valuation technique Sensitivity of the input to fair value
FVTOCI financial instruments Enterprise 5% (31 March 2019: increase / (decrease) in the market
Unquoted equity shares valuation method price per share would result in increase (decrease)
in fair value by INR 8.98 Million (31 March 2018:
INR 17.74Million)
Reconciliation of fair value measurement of unquoted equity shares classified as FVTOCI:
Amount
As at 31st March 2017 443.39
Measurement recognised in OCI (88.68)
Purchases -
Sales -
As at 31st March 2018 354.71
Measurement recognised in OCI (175.13)
Purchases -
Sales -
As at 31st March 2019 179.59
Fair value hierarchy
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.
Quantitative disclosures of fair value measurement hierarchy for assets and liabilities as at 31st March 2019:
Fair value measurement using
Quoted prices in Significant observable Significant observable
Total
active markets inputs inputs
(Level 1) (Level 2) (Level 3)
Assets measured at fair value - recurring fair
value measurement:
Derivative Instruments at fair value 124.14 118.04 6.10 -
through Profit or loss
Investment in equity shares 180.93 1.34 - 179.59
5% increase and decrease in the foreign exchange rates wil have the following impact on profit before tax:
Currency Sensitivity Analysis Assets Sensitivity Analysis Liabilities
As at As at As at As at
31stMarch, 2019 31st March, 2018 31st March, 2019 31st March, 2018
Increase by 5%
United States Dollar (USD) 187.05 - (779.29) (2,750.88)
United Arab Emirates Dirham (AED) 393.07 - (538.06) -
European Union (EURO) - - (0.50) -
Japanese Yen (JPY) 0.01 - - -
Great Britan pound (GBP) (0.01) - - (835.36)
Decrease by 5%
United States Dollar (USD) (187.05) - 779.29 2,750.88
United Arab Emirates Dirham (AED) (393.07) - 538.06 -
European Union (EURO) - - 0.50 -
Japanese Yen (JPY) (0.01) - - -
Great Britan pound (GBP) 0.01 - - 835.36
Commodity price risk:
Commodity price in sugar industry is impacted by multiple factors such as international sugar price, government
regulations, quantity of sugar production in the relevant period, etc. The Group has mitigated this risk by well integrated
business model by diversifying into co-generation and distillation, thereby utilizing the by-products. The following table
shows effect of changes in various commodities on the profit of the Company.
Commodity price sensitivity:
Sugar Cane Raw Sugar
Increase in price by 5%
31st March 2019 1,735.57 (755.74) (1,076.32)
31st March 2018 2,934.99 (622.61) (1,607.09)
Decrease in price by 5%
31st March 2019 (1,735.57) 755.74 1,076.32
31st March 2018 (2,934.99) 622.61 1,607.09
Credit risk:
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and
loans given to affiliates. The Group only deals with parties which has good credit worthiness based on company’s internal
assessment.
A counterparty whose payment is due more than 90 days after the due date is considered as a defaulted party. This is
based on considering the market and economic forces in which the entities in the group are operating. The Group provide
the amount if the credit risk of counter-party increases significantly due to its poor financial position and failure to make
payment beyond a period of 180 days from the due date.
Trade receivables:
“Trade receivables are non-interest bearing and are generally on credit terms of 7 to 180 days.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The group
does not hold collateral as security. The group evaluates the concentration of risk with respect to trade receivables as low,
as its customers are located in several jurisdictions and industries and operate in largely independent markets.
Liquidity risk:
The group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
overdrafts, bank loans, debentures, preference shares, financial support from parent etc. The group’s policy is that not
more than 25% of borrowings should mature in the next 12-month period. Post the recent debt restructuring process,
the group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The group has
access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing
lenders.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted
payments.
Particulars Less than 1 year 1 to 5 years >5 years Total
As at 31st March 2019
Borrowings 9,371.51 6,334.92 23,276.87 38,983.30
Trade and other payables 28,187.03 - - 28,187.03
Other financial liabilities 14,556.91 24.82 - 14,581.73
Total 52,115.45 6,359.74 23,276.87 81,752.06
Results (197.52) (3,149.55) 256.13 (8,270.46) 110.04 (1,060.31) 1,110.66 520.98 (8.72) (80.02) (21.31) (16.14) - - 1,249.28 (12,055.50)
Unallocated corporate expenses (956.93) (665.96)
Operating profit 292.35 (12,721.46)
Finance costs 5,604.38 5,192.56
Foreign currency and derivative (gain)/loss (net) (464.52) 742.09
Other income 2,095.07 285.37
Profit from ordinary activities (2,752.44) (18,370.75)
Exceptional items (986.23) 4,993.73
Profit / (Loss) from continued operations (3,738.66) (13,377.02)
Profit / (Loss) from discontinued operations (16,637.70)
Corporate Overview
(13,798.66)
Total Profit / (Loss) before tax (20,376.36) (27,175.68)
OTHER INFORMATION
Segment assets 43,227.50 53,536.38 3,134.63 8,911.87 11,365.90 23,580.70 6,796.37 6,619.82 441.52 300.78 1,173.20 834.99 - - 66,139.12 93,784.54
Unallocated corporate assets - - - - - 6,207.34 6,234.83
Discontinued operations - - - - - - - - 23,942.33 -
Total Assets 43,227.50 53,536.38 3,134.63 8,911.87 11,365.90 23,580.70 6,796.37 6,619.82 441.52 300.78 1,173.20 834.99 - - 96,288.79 100,019.37
Segment liabilities 34,744.67 43,435.53 838.92 9,549.44 343.27 3,923.19 847.32 167.55 193.83 103.96 9.89 6.67 - - 36,977.90 57,186.35
Unallocated corporate liabilities - - - - - 36,544.23 79,548.97
Discontinued operations 78,378.12 -
Total Liabilities 34,744.67 43,435.53 838.92 9,549.44 343.27 3,923.19 847.32 167.55 193.83 103.96 9.89 6.67 - - 151,900.25 136,735.32
Statutory Reports
Capital expenditure 560.28 4,603.51 1.48 1.02 62.15 27.63 812.26 24.12 0.74 0.21 - 0.04 - - 1,436.91 4,656.53
Unallocated corporate - - - - - - - - - - - - 45.56 15.75
Discontinued operations - - - - - - - - - - - - - - 717.83 -
Total Capital Expenditure 560.28 4,603.51 1.48 1.02 62.15 27.63 812.26 24.12 0.74 0.21 - 0.04 - - 2,200.30 4,672.28
Depreciation 1,297.80 1,317.20 1.38 6.57 553.71 735.91 271.59 272.50 3.15 3.75 54.65 49.72 - - 2,182.28 2,385.65
Unallocated corporate depreciation 24.85 15.27
Total Depreciation 1,297.80 1,317.20 1.38 6.57 553.71 735.91 271.59 272.50 3.15 3.75 54.65 49.72 - - 2,207.13 2,400.92
Inter-segment revenues are eliminated upon consolidation and are reflected in the ‘eliminations’ column.
All other adjustments forming a part of unallocated corporate segment are provided with detailed reconciliations.
Financial Statements
II Indian Subidiaries
Gokak Sugars Ltd. 0% (40.48) -2% (384.64) 10% 142.08 -1% (242.56)
Shree Renuka Agriventures Ltd. 0% (220.36) 0% (0.13) 0% - 0% (0.13)
Net assets As % of As % of
As % of
As % of i.e. Total consolidated Other consolidated Total
Sl consolidated Profit/ (loss)
Name of the Subsidiary consolidated assets Other Comprehensive Total Comprehensive
No. profit/loss for the year
net assets minus total Comprehensive Income Comprehensive Income
after tax
liabilities Income Income
Lanka Sugar Refinery Company 0% (1.06) 0% - 0% - 0% -
(Private) Limited
Shree Renuka do Brasil -4% 2,259.26 3% 525.69 0% - 3% 525.69
Participações Ltda.
Shree Renuka São Paulo -13% 7,312.03 0% (2.13) 0% - 0% (2.13)
Participações Ltda.
Renuka do Brasil S/A 105% (58,192.06) -43% (8,744.67) 0% - -46% (8,744.67)
Revati S.A- Acucar e Alcool 1% (627.12) -14% (2,868.29) 0% - -15% (2,868.29)
Renuka Geradora de 2% (1,349.50) -2% (347.72) 0% - -2% (347.72)
Energia Elétrica Ltda
Renuka Cogeração Ltda -4% 2,244.74 0% (0.01) 0% - 0% (0.01)
Revati Geradora de -5% 2,880.90 -3% (551.51) 0% - -3% (551.51)
Energia Elétrica Ltda
Revati Agropecuaria Ltda. 39% (21,460.20) -20% (4,053.18) 0% - -21% (4,053.18)
Renuka Vale do IVAI S/A 19% (10,406.06) -20% (4,033.08) 0% - -21% (4,033.08)
Ivaicana Agropecuaria Ltda. 6% (3,133.13) -3% (627.47) 0% - -3% (627.47)
Biovale Comercio de -1% 390.09 0% 15.83 0% - 0% 15.83
Leveduras Ltda.
Non controlling interest 46% (25,536.08) -29% (5,890.37) -1% (9.85) -31% (5,900.21)
Consolidation adjustments -92% 50,955.06 -29% (5,818.35) 66% 973.23 -26% (4,845.12)
/ eliminations*
To be read with our report of even date For and on behalf of the Board of directors of
For S R B C & CO LLP Shree Renuka Sugars Limited
Chartered Accountants
ICAI Firm Regn. No : 324982E/E300003
per Shyamsundar Pachisia Atul Chaturvedi Vijendra Singh
Partner Executive Chairman Executive Director
Membership No.49237 DIN: 00175355 DIN: 03537522
Sunil Ranka Deepak Manerikar
Chief Financial Officer Company Secretary
FCS No.:F-6801
Date : 16th May 2019 Date : 16th May 2019
Place: Mumbai Place: Mumbai
AGM Notice
NOTICE is hereby given that the Twenty-Third Annual
General Meeting of Shree Renuka Sugars Limited will
4. Ratification of remuneration of Cost Auditors
be held on Monday, 30th September 2019 at 12.30 p.m. To consider and if thought fit, to pass the following
at KPTCL Samudhay Bhavan, Opp. JNMC, Smart City Road, resolution as an Ordinary Resolution
Shivabasav Nagar, Belagavi – 590010 to transact the
following business: “RESOLVED THAT pursuant to the provisions of Section
148 and all other applicable provisions, if any, of the
Companies Act, 2013 (“the Act”) and the rules made
Ordinary Business
thereunder (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force),
1. To consider and adopt the audited standalone and the
payment of remuneration of ` 4,75,000 (Rupees Four
consolidated financial statements of the Company for
lakh Seventy Five thousand only) (plus applicable tax
the financial year ended 31st March 2019 together
and out of- pocket expenses, if any, for the purpose
with the Reports of the Board of Directors and
of Audit) to M/s B. M. Sharma & Co., Cost Accountants
Auditors thereon.
(Firm Registration No. 00219) appointed as Cost
Auditors by the Board of Directors of the Company
2. To appoint a Director in place of Mr. Vijendra Singh
for conducting the cost audit for the financial year
(DIN: 03537522), who retires by rotation and being
ending 31st March 2020, be and is hereby approved.
eligible, offers himself for re-appointment.
RESOLVED FURTHER THAT the Board of Directors
Special Business of the Company be and is hereby authorised to do
all acts and take all such steps as may be necessary,
3. Appointment of Mr. Rajeev Kumar Sinha as a proper or expedient to give effect to this resolution.”
Nominee Director
5. Approval for material related party transactions
To consider and if thought fit, to pass the following
To consider and if thought fit, to pass the following
resolution as an Ordinary Resolution
resolution as an Ordinary Resolution
“RESOLVED THAT pursuant to the provisions of “RESOLVED THAT pursuant to the provisions of
Sections 149, 152, 160, 161 and other applicable Regulation 23(4) of the Securities and Exchange
provisions, if any, of the Companies Act, 2013 (“the Board of India (Listing Obligations and Disclosure
Act”) read with the Companies (Appointment and Requirements) Regulations, 2015 (“Listing
Qualification of Directors) Rules, 2014 and the Regulations”) and Section 188, if and to the extent
applicable provisions of the Securities and Exchange applicable, and other applicable provisions of the
Board of India (Listing Obligations and Disclosure Companies Act, 2013 read with the rules framed
Requirements) Regulations, 2015 (including any thereunder (including any statutory modification(s)
statutory modification(s) or re-enactment(s) thereof, or re-enactment(s) thereof, for the time being in
for the time being in force), Mr. Rajeev Kumar Sinha force) and subject to such other approvals, consents,
(DIN: 01334549), who was appointed by the Board of permissions and sanctions of any authorities as may
Directors as an Additional Director of the Company be necessary and subject to such conditions and
with effect from 6th August 2019 and who holds modifications, as may be prescribed by any one of
office upto the date of the ensuing Annual General them while granting any such approvals, consents,
Meeting and as recommended by the Nomination permissions and/or sanctions which may be agreed
and Remuneration/ Compensation Committee to by the Board of Directors of the Company, consent
and the Board of Directors and in respect of whom of the members of the Company be and is hereby
the Company has received a notice in writing accorded to the Board of Directors of the Company
from a member proposing his candidature for the (hereinafter referred to as the “Board” which term
office of Director, be and is hereby appointed as shall include any Committee constituted by the Board
Nominee Director of the Company, not liable to or any person(s) authorized by the Board to exercise
retire by rotation.” its powers, including the powers conferred by this
Resolution) to enter into related party transaction(s)
including material related party transactions of
purchase and/or sale of sugar and to renew these
transactions, from time to time, at any time in future,
as per details given below:
Sr. Name of Related Party/Entity Nature of Relationship Nature and Particulars of Estimated amount
No. Contract per annum
(` in crores)
1 Wilmar Sugar India Entity & Company are Subsidiaries of the Purchase/Sale of Sugar 1,300
Private Limited same third party, Wilmar Group
RESOLVED FURTHER THAT the Board be and is hereby 4. During the period beginning 24 hours before the time
authorised to do all such acts, deeds, matters and fixed for the commencement of the AGM and ending
things; to finalise or vary the terms and conditions with the conclusion of the meeting, a member would
of the transactions with the aforesaid party; and to be entitled to inspect, at any time between 9 a.m.
execute or authorize any person to execute all such and 6 p.m. during the working days of the Company,
documents, instruments and writings as may be the proxies lodged provided not less than three days’
considered necessary, relevant, usual, customary, notice in writing of the intention so to inspect is given
proper and/or expedient for giving effect to to the Company.
this resolution.”
5. Corporate members intending to send their
authorised representatives to attend the meeting are
By Order of the Board of Directors requested to send to the Company a certified copy of
For Shree Renuka Sugars Limited the Board Resolution authorising their representative
to attend and vote on their behalf at the Meeting.
Deepak Manerikar
Company Secretary 6. The Register of Members and Share Transfer Books
6th August 2019, Mumbai of the Company will remain closed from Wednesday,
Regd. Office: 25th September 2019 to Monday, 30th September 2019
2nd & 3rd Floor, Kanakashree Arcade, (both days inclusive).
CTS No. 10634, JNMC Road,
Nehru Nagur, Belagavi - 590010 7. This Notice is being sent to all the members, whose
CIN: L01542KA1995PLC019046 names appear in the Register of Members/Statements
of beneficial ownership maintained by the Depositories
i.e., National Securities Depository Limited (NSDL) and
Notes: Central Depository Services (India) Limited (CDSL) as
on the close of business hours on 23rd August 2019.
1. The relative Explanatory Statements, pursuant to
Section 102 of the Companies Act, 2013 (“the Act”) 8. Electronic copy of the Annual Report for the year
in respect of the special business are annexed hereto. ended 31st March 2019 including the Notice of the
23rd Annual General Meeting of the Company amongst
2. A member entitled to attend and vote at the
other things, indicating the process and manner of
Annual General Meeting (“AGM”) is entitled to
remote e-voting along with Attendance Slip and Proxy
appoint a proxy to attend and vote on a poll
Form is being sent to all the members whose e-mail
instead of himself/herself and the proxy need not
ID(s) are registered with the Company/Depository
be a member of the Company.
Participant(s) for communication purposes unless any
3. The instrument appointing proxy(ies) must be member has requested for a hard copy of the same.
deposited at the Registered Office of the Company For members who have not registered their e-mail
not less than 48 hours before the commencement address, physical copies of the above mentioned
of the meeting. Proxies submitted on behalf of the documents are being sent by the permitted mode.
companies, societies etc., must be supported by an
appropriate resolution/authority, as applicable. 9. Members/proxies are requested to hand over the duly
filled-in and signed Attendance Slip at the entrance of
A person can act as proxy on behalf of members not
the Hall while attending the meeting. Proxies should
exceeding Fifty (50) and holding in the aggregate
carry their identity proof at the meeting for the
not more than 10% of the total share capital of the
purpose of identification.
Company. A member holding more than 10% of the
total share capital of the Company may appoint a 10. In case of joint holders attending the Meeting, only
single person as proxy and such person shall not act such joint holder who is higher in the order of names
as proxy for any other person or shareholder. will be entitled to vote.
11. As required under Regulation 36(3) of the SEBI 19. Process and Manner of remote e-voting
(Listing Obligations and Disclosure Requirements)
Pursuant to Regulation 44 of the Securities and
Regulations, 2015, and pursuant to the provisions
Exchange Board of India (Listing Obligations and
of Secretarial Standard-2 on General Meetings the
Disclosure Requirements) Regulations, 2015 and
relevant information in respect of the Directors
Section 108 of Companies Act, 2013 and Rules
seeking appointment/reappointment at the Annual
made thereunder, the Company is providing facility
General Meeting is provided in the Notice of Annual
for voting by electronic means (“remote e-voting”)
General Meeting.
to the shareholders of the Company to enable
12. The Securities and Exchange Board of India (SEBI) them to cast their votes electronically on the items
has mandated the submission of Permanent Account mentioned in the Notice.
Number (PAN) by every participant in securities
The Board of Director has appointed T F Khatri &
market. Members holding shares in electronic form
Associates, Practising Company Secretary having
are, therefore, requested to submit the PAN to their
membership No. F9093 and CP No. 10417, as the
Depository Participants (“DPs“) with whom they are
Scrutinizer for conducting the remote e-voting
maintaining their demat accounts. Members holding
process in a fair and transparent manner. E-voting is
shares in physical form can submit their PAN details to
optional. The e-voting rights of the shareholders /
the Registrar and Transfer Agent of the Company viz.
beneficiary owners shall be reckoned on the equity
Karvy Fintech Private Limited (“Karvy“).
shares held by them as on 23rd September 2019 being
13. All relevant documents referred to in the the Cut-off date for the purpose. The shareholders of
accompanying Notice are open for inspection by the Company holding shares either in dematerialised
members at the Registered and Corporate Office of the or in physical form, as on the Cut-off date, may
Company on all working days except Saturday, Sunday cast their vote electronically. A person who is not a
and public holidays, between 9.00 a.m. and 6.00 p.m. shareholder as on the Cut-off date, should treat this
upto the date of Annual General Meeting. Notice for information purposes only.
14. Members holding shares in physical mode are 1. The Company has entered into an arrangement
requested to advise about change of address to Karvy with Karvy Fintech Private Limited (“Karvy”) for
and members holding shares in electronic mode are facilitating remote e-voting for the ensuing
requested to intimate their respective DPs about any Annual General Meeting. The instructions for
change of address or Bank mandate and NOT to the remote e-voting are as under:
Company or Karvy.
In case a member receives an e-mail from
1.A
15. Members who have not registered their e-mail Karvy [for members whose e-mail addresses
addresses so far are requested to register/update their are registered with the Company / Depository
e-mail addresses for receiving all communications Participant(s)]
including Annual Report, Notices, Circulars etc.
(i) Launch internet browser by typing the URL
In respect of shares held in demat mode, e-mail
https://evoting.karvy.com
addresses can be registered with the depository
and members who hold shares in physical form are (ii) Enter the login credentials (i.e. User ID and
requested to register their e-mail addresses with Karvy. password). The E-Voting Event Number +
Folio No. or DP ID Client ID will be your User
16. In accordance with Regulation 44 of the SEBI
ID. However, if you are already registered
(Listing Obligations and Disclosure Requirements)
with Karvy for e-voting, you can use
Regulations, 2015 and the provisions of Section 108
your existing User ID and password for
of the Companies Act, 2013 read with Rule 20 of
casting your vote. If required, please visit
the Companies (Management and Administration)
https://evoting.karvy.com or contact toll
Rules, 2014, the Company is offering e-voting facility
free number 1-800-3454-001 for your
to all its members as an alternate mode to exercise
existing password.
their right to vote.
(iii) After entering these details appropriately,
17. The facility for voting through ballot paper shall be
Click on “LOGIN”.
made available at the Meeting and the members
attending the Meeting who have not cast their vote (iv) You will now reach password change menu
by remote e-voting shall be able to exercise their right wherein you are required to mandatorily
to vote at the meeting through ballot paper. change your password. The new password
shall comprise minimum 8 characters with
18. The members who have cast their vote by remote
at least one upper case (A-Z), one lower
e-voting prior to the Meeting may also attend
case (a-z), one numeric (0-9) and a special
the Meeting but shall not be entitled to cast
character (@,#,$,etc.). The system will
their vote again.
198 | Annual Report and Accounts 2018-19
Corporate Overview Statutory Reports Financial Statements
prompt you to change your password and They may also upload the same in the
update your contact details like mobile e-voting module in their login. The scanned
number, email address, etc. on first login. image of the above mentioned documents
You may also enter a secret question and should be in the naming format “Corporate
answer of your choice to retrieve your Name_EVENT NO.”
password in case you forget it. It is strongly
In case a member receives physical copy of
1.B
recommended that you do not share
the Notice by post [for members whose e-mail
your password with any other person and
addresses are not registered with the Company /
that you take utmost care to keep your
Depository Participant(s)]:
password confidential.
(i) E-voting Event Number, User ID and
(v) You need to login again with the
password is provided in the Attendance Slip
new credentials.
(ii) Please follow all steps from Sr.No.(i) to (xii)
(vi) On successful login, the system will prompt
as mentioned in (A) above, to cast your
you to select the E-Voting Event Number
vote by electronic means.
for Shree Renuka Sugars Limited.
2. The remote e-voting period commences
(vii) On the voting page enter the number
on Friday, 27th September 2019 (9.00 a.m.
of shares (which represents the number
IST) and ends on Sunday, 29th September 2019
of votes) as on the cut-off date under
(5.00 p.m. IST). During this period, Members of
“FOR/ AGAINST” or alternatively, you may
the Company, holding shares either in physical
partially enter any number in “FOR” and
form or in dematerialized form, as on the
partially in “AGAINST” but the total number
cut-off date of Monday, 23rd September 2019,
in “FOR/AGAINST” taken together should
may cast their votes electronically. The remote
not exceed your total shareholding as on
e-voting module shall be disabled for voting
the cut-off date. You may also choose the
thereafter. A person who is not a Member as
option “ABSTAIN” and the shares held will
on the cut-off date should treat this Notice for
not be counted under either head.
information purposes only.
(viii) Members holding shares under multiple
3. Once the vote on a resolution is cast by a
folios / demat accounts shall choose the
member, the member shall not be allowed to
voting process separately for each of the
change it subsequently or cast the vote again.
folios / demat accounts.
4. The facility for voting through polling paper
(ix) Voting has to be done for each item of the
shall be made available at the Annual General
Notice separately. In case you do not desire
Meeting (the “meeting”) and the members
to cast your vote on any specific item it will
attending the meeting who have not cast
be treated as abstained.
their votes by remote e-voting shall be able to
(x) You may then cast your vote by exercise their right to vote at the meeting.
selecting an appropriate option and
5. The members who have cast their vote by
click on “Submit”.
remote e-voting may also attend the meeting
(xi) A confirmation box will be displayed. but shall not be entitled to cast their vote again.
Click “OK” to confirm else “CANCEL” to
6. The Board of Directors of the Company has
modify. Once you confirm, you will not be
appointed T. F. Khatri & Associates, as scrutinizer
allowed to modify your vote. During the
to scrutinize the remote e-voting process and
voting period, Members can login any
voting at the meeting in a fair and transparent
number of times till they have voted on
manner and they have communicated their
the Resolution(s).
willingness to be appointed and will be available
(xii) Corporate / Institutional Members (i.e. for the said purpose.
other than Individuals, HUF, NRI, etc.) are
7. The voting rights shall be reckoned on the
also required to send scanned certified true
paid-up value of shares registered in the name
copy (PDF Format) of the Board Resolution
of the member/ beneficial owner (in case of
/ Power of Attorney / Authority Letter,
electronic shareholding) as on the cut-off date
etc., together with attested specimen
i.e. 23rd September 2019. The voting rights of
signature(s) of the duly authorized
Members shall be in proportion to their share of
representative(s), to the Scrutinizer at
the paid up share capital of the Company as on
e-mail ID: [email protected]
the cut-off date.
8. A person, whose name is recorded in the register EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF
of members or in the register of beneficial THE COMPANIES ACT, 2013
owners maintained by the depositories as on
the cut-off date i.e. 23rd September 2019 only Item No. 3:
shall be entitled to avail the facility of remote
Mr. Rajeev Kumar Sinha is an M.Sc from St. Petersburg University,
e-voting/ voting at the meeting.
Russia and has over 20 years of experience with IDBI Bank
9. Any person who becomes a member of the Limited. He has held several positions at the Bank, namely
Company after dispatch of the Notice of the CEO of Dubai Branch at Dubai International Financial Center,
meeting and holding shares as on the cut-off International Banking Division, Sr. Regional Head/General
date i.e. 23rd September 2019, may obtain Manager - Corporate Banking, NPA management resolution of
the USER ID and Password in the manner as stressed assets at Mumbai, Location Head – Corporate Banking,
mentioned below: Trade Finance, Infrastructure Corporate Finance at Ahmedabad,
Assistant General Manager – Corporate Finance, Project Finance,
a. If the mobile number of the member is Corporate Debt Restructuring at Mumbai. He was part of the
registered against Folio No. / DP ID Client team implementing the first Corporate Debt Restructuring in
ID, the member may send SMS : MYEPWD the banking sector in India.
<space> E-Voting Event number+Folio No.
or DP ID Client ID to 9212993399 Mr. Sinha has also worked with Ministry of Defense, Government
of India, through UPSC, and in the Tata & Ispat Group, where
Example for NSDL: he was engaged in planning and execution of greenfield steel
MYEPWD <SPACE> IN12345612345678 projects.
Example for CDSL: Mr. Sinha (DIN No: 01334549) was appointed as Additional
MYEPWD <SPACE> 1402345612345678 Director (Nominee) of the Company with effect from 6th August
Example for Physical: 2019 by the Board of Directors under Section 161 of the Act
MYEPWD <SPACE> XXX1234567890 and as per the Company’s Articles of Association. Mr. Sinha
is a nominee of IDBI Bank Limited, banker of the Company. In
b. If e-mail address or mobile number of the terms of Section 161(1) of the Act, Mr. Sinha will holds office
member is registered against Folio No./ only upto the date of the forthcoming AGM but is eligible for re-
DP ID Client ID, then on the home page appointment as a Director.
of https://evoting.karvy.com, the member In terms of provisions contained under Section 160 of the
may click “forgot password” and enter Companies Act, 2013 and the rules made thereunder, a person
Folio No. or DP ID Client ID and PAN to who is not a retiring director in terms of Section 152 shall, subject
generate a password. to the provisions of this Act, be eligible for appointment to the
office of Director at any General Meeting, if he or some member
c. Member may call Karvy’s toll free
intending to propose him as a Director, has, not less than
number 1-800-3454-001
fourteen days before the meeting, left at the Registered Office
d. Member may send an e-mail request to of the company, a notice in writing under his hand signifying his
[email protected] candidature as a Director, or the intention of such member to
propose him as a candidate for that office, as they case may be.
If the member is already registered with
Karvy e-voting platform then he can Pursuant to candidature received from the shareholder, the said
use his existing User ID and password for resolution is being placed before the members for their approval.
casting the vote through remote e-voting. Except Mr. Sinha being appointee none of the Directors/Key
10. In case of any query pertaining to e-voting, Managerial Personnel of the Company/their relatives are, in any
please visit Help & FAQ’s section available at way, concerned or interested, in the proposed resolution.
Karvy’s website https://evoting.karvy.com The Board recommends the passing of the resolution as set
out at item No. 3 for approval of the Members as an Ordinary
11. The Scrutinizer, after scrutinizing the
Resolution.
votes cast at the meeting and through
remote e-voting, will make a consolidated
Item No. 4:
Scrutinizer’s Report and submit the same to
the Chairman. The results declared along The Board of Directors, on the recommendation of the Audit
with the consolidated scrutinizer’s report shall Committee, has approved the appointment and payment of
be placed on the website of the Company remuneration of ` 4,75,000 (Rupees Four lakh Seventy Five
www.renukasugars.com and on the website of thousand only) (plus applicable tax and out-of-pocket expenses,
the Karvy https://evoting.karvy.com. The results if any,) to M/s B. M. Sharma & Co., Cost Accountants as Cost
shall simultaneously be communicated to the Auditors to conduct the audit of the cost records of the Company
Stock Exchanges. for the financial year ending 31st March 2020.
Pursuant to the provisions of Section 148 of the Companies Act, party transactions, and has noted that these transactions
2013 read with Rule 14 of the Companies (Audit and Auditors) are in the ordinary course of business and are at arm’s length.
Rules, 2014, the remuneration payable to the Cost Auditors has Further, the management also believes that transactions
to be ratified by the shareholders of the Company. Accordingly, under these contracts are on an arm’s length basis. Further,
consent of the members is sought for passing an Ordinary the said transactions may qualify as material Related Party
Resolution as set out at Item No. 4 of the Notice. transactions under the Listing Regulations read with the Policy
None of the Directors/Key Managerial Personnel of the of the Company on Materiality of Related Party Transactions.
Company/their relatives are, in any way, concerned or interested, Accordingly, the members’ approval is sought for the same.
in the proposed resolution. Information relating to transactions viz. names of the related
The Board recommends the passing of the resolution as set party and relationships, monetary value of the transactions is
out at item No. 4 for approval of the Members as an Ordinary mentioned in the resolution. The terms are determined from
Resolution. contract to contract, as agreed between the parties; and the
transactions are in the ordinary course of the business of the
Item No. 5: Company and are at arm’s length basis.
None of the Directors, Key Managerial Personnel or their
Section 188 of the Companies Act, 2013 (“the Act”) read with
relatives are in any way concerned or interested in the resolution
the Companies (Meetings of Board and its Powers) Rules, 2014
except Mr. Jean-Luc Bohbot who is a Director in Wilmar Sugar
states that no company shall enter into transactions with a
India Private Limited and Wilmar Sugar Holdings Pte. Ltd., and
related party except with the consent of the Board and members
Managing Director in Wilmar Sugar Pte. Ltd., and Mr. Stephen Ho
of the Company, where such transactions are either not (a) in
Kiam Kong, who is Director in Wilmar Sugar Pte. Ltd. & Wilmar
Ordinary Course of Business or (b) on arm’s length basis.
Sugar Holding Pte. Ltd. and Mr. Atul Chaturvedi by virtue of his
The transactions with the related parties as per resolution No. position as Director in Adani Wilmar Limited.
5 are at arm’s length and in the ordinary course of business of
The Directors recommend the Resolution as stated at item No. 5
the Company. However, pursuant to Regulation 23 of the SEBI
of the Notice for approval of the members by way of an Ordinary
(Listing Obligations and Disclosure requirements) Regulations,
Resolution.
2015 (“Listing Regulations”), all related party transactions
shall require prior approval of the Audit Committee and all By Order of the Board of Directors
material transactions with related parties require approval of the For Shree Renuka Sugars Limited
members of the Company through ordinary resolution. Material
Related Party Transaction means any transaction entered either Deepak Manerikar
individually or taken together with previous transactions during Company Secretary
a financial year, exceeds ten percent of the annual consolidated 6th August 2019, Mumbai
turnover of the company, as per the last audited financial
Regd. Office:
statements of the company.
2nd & 3rd Floor, Kanakashree Arcade,
The Company proposes to enter into transaction with related CTS No. 10634, JNMC Road,
party as provided in Resolution at item No. 5, from time to Nehru Nagur, Belagavi - 590010
time, at the agreed terms of the transactions between the CIN: L01542KA1995PLC019046
parties. The Audit Committee has approved the said related
Name of the Director Mr. Vijendra Singh Mr. Rajeev Kumar Sinha
Date of Birth 1st February 1960 19th March 1963
Date of Appointment 10th May 2011 8th August 2019
Qualification B.Sc from Meerut University in 1979. Graduated from St. Petersburg
University, Russia (erstwhile
Post-Graduation in Sugar Technology
Leningrad Institute, USSR)
from National Sugar Institute in 1981
with degree of M.Sc (Electrical
MBA (Finance) Engineering)
Expertise in specific functional Mr. Singh has rich experience in agro Mr. Rajeev Kumar Sinha was appointed
area / Brief Profile processing industry for over 30 years. through UPSC in Ministry of Defense
He began his career from Sugar where he served for a period of approx.
Company - DCM Shriram Industries one & half years.
Ltd, as a Management Trainee and then
Mr. Sinha served for a period of approx.
gradually reached to the position of
8 years in the Steel Plants of Tata and
Senior General Manager and thereafter
Ispat Group (Mittals) engaged in
has held various senior positions in the
planning & execution of Greenfield
top sugar companies of the country.
steel projects.
During his stint with these companies,
he has efficiently handled activities like He joined IDBI Bank in 1998 in
production, commercial, expansion, Mumbai and worked in Corporate
modernization, construction of Co- Finance looking after various sectors
generation plant and other related mainly Steel and Power, upto 2006. He
activities. Under his leadership, the was part of the team implementing
overall efficiencies of the plants the first Corporate Debt Restructuring
improved, productivities increased and in the banking sector in India.
operation streamlined. He is associated
In September 2006, he was appointed
with our Company since September
as Branch Head, Corporate Banking
2010 designated as President (Sugar
at Ahmedabad. Thereafter in January
Mills)
2008 he took charge as Location
Head of Infrastructure Corporate
Group for the entire Gujarat Region,
looking after financing need in various
infrastructure like road, port, power,
telecommunication etc.
During November 2009, he was
transferred to International Banking
Division of IDBI in Mumbai and
subsequently he was posted at Dubai
to set-up and start the first overseas
Branch of the Bank.
He served as CEO of Dubai Branch at
Dubai International Financial Center
till November 2014. On return to
India in January 2015, he was posted
to Corporate Banking Group at Head
Office, Mumbai.
Directorship in all other public Gokak Sugars Limited 3I Infotech Limited
Companies except foreign
companies and companies KBK Chem-Engineering Pvt. Ltd.
under Section 8 of the Shree Renuka Agri Ventures Limited
Companies Act, 2013
Membership/ Chairman of the - -
Committees of the Board of
other public limited companies
(Membership/ Chairmanships
of only Audit Committees and
stakeholders Relationship
Committees in other public
limited Companies have been
considered.)
Number of shares held in the - -
Company
Terms and Condition of To be re-appointed as Director of the Please refer the proposed Ordinary
appointment Company; liable to retire by rotation. Resolution No. 3 and its Explanatory
Statement.
Number of meetings of the 5 -
Board attended during the
financial year 2018-19
Remuneration last drawn Basic salary of ` 1,43,34,672 per annum NA
and perquisites, reimbursements
and allowances as per the terms of
appointment and rules of the Company
Remuneration proposed to be Same as above NA
paid
Relationship with Directors - -
inter-se
NOTES