Shree Renuka Sugars Ltd Directors Report.

Dear Members,

The Board of Directors presents their Twenty-Fourth Annual Report and audited financial statements for the financial year ended 31st March 2020.

Standalone Financial Results

The highlights of the standalone financial results are as under:

(Rs in Million)
Particulars FY 2019-20 FY 2018-19
Total Income 46,474 44,703
Profit /(loss) before financial expenses, depreciation and exceptional items 501 4,248
Financial expenses 4,858 5,410
Depreciation 2,028 2,134
Profit /(loss) before provision for tax and exceptional items (6,385) (3,296)
Exceptional Items (2,989) 667
Provision for taxation:
- Income Tax relating to earlier years 26 -
- Deferred Tax / (Income) 2,090 (144)
Net Profit/(Loss) (5,512) (3,819)
Total comprehensive income/(loss) (6,665) (3,452)
Retained Earnings and Items of OCI brought forward from the previous year (27,474) (24,023)
Changes in Retained Earnings (5,276) (2,966)
Changes in Items of Other Comprehensive Income (OCI) (1,389) (485)
Closing Retained Earnings and Items of OCI (34,139) (27,474)

Operating Highlights

The Company received total income of Rs 46,474 million for the year ended 31st March 2020 as against Rs 44,703 million for the previous year. The EBITDA for the year under review stood at Rs 2,077 million as compared to Rs 3,993 million for the previous year, while the Net Loss stood at Rs 5,512 million as compared to Net Loss of Rs 3,819 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

Dividend & Dividend Distribution Policy

As the Company has incurred losses during the year under review, your Directors have not recommended any dividend for the financial year ended 31st March 2020. The Dividend Distribution Policy of the Company may be accessed on the Companys website at www. renukasugars.com

Transfer to Reserves

Debenture Redemption Reserve (DRR) is created to the extent of 25% of the non-convertible debentures (NCDs) equally over the period till maturity of the NCDs, as per the requirements of the applicable laws. However, in view of losses incurred by the Company during the year under review, the Company has not created any DRR on the outstanding amount of NCDs.

The Company has not transferred any amount to reserves on account of the losses incurred during the financial year ended on 31st March 2020.

Fixed Deposits

During the year under review, your Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Companies Act, 2013 (the "Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report on the business and operations of the Company is given in a separate section and forms part of this Annual Report.

Subsidiary Companies and Consolidated Financial Statements

As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Consolidated Financial Statements have been prepared by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is provided in the financial statements forming part of this annual report.

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under report is provided in the notes on consolidated financial statements forming part of this annual report.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at www.renukasugars.com. These documents will be made available to the Members for inspection at the Registered Office of the Company on all working days except Saturday, Sunday and public holidays, between 9.00 a.m. and 6.00 p.m. upto the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any member of the Company interested in obtaining the same.

During the year under review, no company became a subsidiary of the Company or Joint Venture or Associate Company, except as given herein below.

During the year under review, the Company sold its entire 82.9% stake in Shree Renuka Global Ventures Ltd. (SRGVL), a Mauritius based subsidiary of the Company, on 25th September 2019. As a consequence of this sale, SRGVL and all its Brazilian subsidiaries and its subsidiary in Sri Lanka – M/s. Lanka Sugar Refinery Co (Pvt) Ltd, ceased to be subsidiaries of the Company and are classified as associates with effect 25th September 2019.

The Companys Policy for Determining Material Subsidiaries may be accessed on the Companys website at www.renukasugars.com

Share Capital

During the year under review, there was no change in the paid-up share capital of the Company which stands at Rs 1363,65,25,792 comprising of 191,68,19,292 equity shares of Rs 1 each fully paid-up, 4,28,08,858 0.01% Optionally Convertible Preference Shares of Rs 100 each fully paid-up and 7,43,88,207 0.01% Redeemable Preference Shares of Rs 100 each fully paid-up. As on 31st March 2020, 99.79% of the total paid-up equity share capital of the Company stands in the dematerialized form.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Act, Mr. Jean-Luc Bohbot (DIN: 06857132), Director of the Company, is proposed to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors on recommendation of the Nomination & Remuneration/ Compensation Committee, has appointed Mr. Kuok Khoon Hong (DIN: 00021957) and Mr. Charles Loo Cheau Leong (DIN: 08737827) as an Additional Director with effect from 25th October 2019 and 1st June 2020 respectively, till the conclusion of the forthcoming Annual General Meeting. The Company has received a representation from shareholders recommending their appointment as Directors of the Company.

The tenure of Dr. B. V. Mehta (DIN: 00895163) as an Independent Director of the Company expires on 12th November 2020. The Nomination & Remuneration / Compensation Committee considered and recommended re-appointment of Dr. B. V. Mehta as an Independent Director for a second tenure of five (5) consecutive years which was approved by the Board of Directors at its meeting held on 7th July 2020.

The proposals for appointment/re-appointment of aforesaid Directors are being placed before the members for its approval.

The Board of Directors on recommendation of the Nomination & Remuneration/ Compensation Committee has approved the re-appointment of Mr. Vijendra Singh (DIN: 03537522) as Whole-time Director for a further period of 3 years with effect from 10th May 2020, subject to approval of the members at the next General Meeting. The proposal for re-appointment of Mr. Vijendra Singh is placed before the members for its approval in the Extraordinary General Meeting (EGM) of the Company scheduled on 13th July 2020. Brief Resume of Mr. Vijendra Singh has been circulated to the members as part of the notice of EGM dated 19th June 2020.

Brief resumes of Mr. Charles Loo Cheau Leong, Mr. Kuok Khoon Hong, Mr. Jean-Luc Bohbot and Dr. B. V. Mehta seeking appointment/re-appointment, as stipulated under Regulation 36(3) of the Listing Regulations/ Secretarial Standard-2 on General Meetings, are given in AGM Notice, which forms part of this Annual Report.

Mr. Narendra Murkumbi and Mr. Stephen Ho Kiam Kong, Non-Executive Directors, ceased to be Directors of the Company consequent to their resignation effective from 25th October 2019 and 31st May 2020 respectively. The Board records its sincere appreciation for the valuable contribution made by them during their tenure with the Company.

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

As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, Whole-time Director, Mr. Sunil Ranka, Chief Financial Officer and Mr. Deepak Manerikar, Company Secretary, are the Key Managerial Personnel of the Company.

Performance Evaluation

Pursuant to the provisions of the Act, and Listing Regulations, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meetings. The Board of Directors expressed their satisfaction with the evaluation process.

Meetings of the Board

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

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

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

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2020 and of the loss of the Company for the year ended on that date;

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

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

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

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

Auditors and Auditors Report

M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) were appointed as Statutory Auditors of the Company at the 21st AGM held on 21st December 2017, for a term of 5 consecutive years to hold office from the conclusion of the 21st AGM till the conclusion of 26th AGM. In accordance with Section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every AGM. Thus, M/s. S R B C & CO LLP will continue to hold office till the conclusion of 26th AGM.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act, except the remark in Clause iii (a) of Annexure 1 to the report of the Statutory Auditors on the standalone financial statements of the Company. The Board would like to state that the loans given by the Company to its subsidiary are in compliance with the requirements of Section 186 of the Companies Act, 2013, and the impact of the loans on the financial statements of the Company is not material.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. DVD & Associates, Practising Company Secretary (Membership No. F6055/CP No. 6515), to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended 31st March 2020 is annexed herewith at Annexure 2 to this Report.

As per Regulation 24A of SEBI Listing Regulations, a material unlisted subsidiary of a listed Company is also required to undertake secretarial audit and annex the Secretarial Audit Report along with the Annual Report of the listed company. Accordingly, Secretarial Audit Report of Gokak Sugars Limited, a material unlisted subsidiary of the Company, conducted by M/s. DVD and Associates, Practising Company Secretary (Membership No. F6055/ CP No. 6515), is annexed as part of this Report as Annexure 2A. The said report is also available on the website of the Company at www.renukasugars.com.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3) of the Act.

Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. B. M. Sharma & Co, Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31st March 2021. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. B. M. Sharma & Co, Cost Accountants, forms part of Notice convening 24th AGM of the Company, along with relevant details, including the proposed remuneration.

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

Annexure 3.

Corporate Governance

In compliance with the Regulation 34 read with Schedule V of Listing Regulations, a detailed report on Corporate Governance forms part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report.

Particulars of Employees

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

Employee Stock Option Scheme

The Nomination & Remuneration/Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the SRSL Employees Stock Option Plan-2011 ("Scheme") of the Company in accordance with applicable SEBI regulations. The disclosure relating to the Scheme and other relevant details are available on the Companys website at www. renukasugars.com

During the year under review, the Company has not granted any fresh Stock Options to the employees.

Contracts and Arrangement with Related Parties

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis except for the Contracts/arrangements referred in Form AOC-2 annexed hereto as Annexure 5. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under Ind AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.

The Companys Policy on Related Party Transactions may be accessed on the Companys website at www. renukasugars.com

Particulars of Loans, Guarantees or Investments

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

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Pursuant to the provisions of the Section 135 of the Act, your Company has constituted a CSR Committee of the Board of Directors to monitor the CSR activities of the Company. The details relating to the CSR Committee are described in the Corporate Governance Report forming part of this Annual Report. The CSR Policy of the Company may be accessed on the Companys website at www.renukasugars.com

The report on the CSR activities is appended at Annexure 6 to the Boards Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules. 2016 (the IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of lndia, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, no unclaimed and unpaid dividends amount/shares were due for transfer to IEPF. The details of unclaimed/unpaid dividends and shares transferred to IEPF are available on the website of the Company at www.renukasugars.com

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019-20 is given in Annexure 7 in the prescribed Form No. MGT-9, which forms part of this report. The same is available on Companys website at www.renukasugars. com.

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible.

The Companys Risk Management Policy is based on the philosophy of achieving substantial growth while mitigating and managing risks involved. The Companys internal control systems with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

Whistle Blower Policy

Pursuant to Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Act, the Company has in place a Whistleblower Policy/Vigil Mechanism to deal with unethical behavior, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistleblower Policy can be accessed on the Companys website at www. renukasugars.com

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("the Act") and Rules made thereunder. During the year, there were no complaints received by the Company under the Act.

Human Resources (HR)

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

Material Changes & Events after Balance Sheet Date

COVID 19

The Covid_19 pandemic and the consequent lockdown restrictions imposed by the Central and State Governments has impacted business in general. However, since the Company is engaged in the manufacture of sugar, generation of power and production of Ethanol and other Industrial Alcohol, which falls under the category of essential commodities, there was no material impact on the business of the Company. The operations of the Company are being carried out in the normal course in accordance with the directives issued by the Ministry of Home Affairs.

Companys 7 sugar plants in the state of Karnataka (5 nos.) & Maharashtra (2 nos.) had completed their crushing season and hence, there was no impact on the same. Even though the exports have been sluggish on account of slow movement of dispatches from ports, our sugar refinery operation has not been impacted and is continuing in a planned way.

Companys 4 cogeneration power plants are in operation to support the distillery and sugar refining activities in the states of Karnataka and Gujarat.

All 3 distilleries of the Company have been continuing with their operations, as planned, in the lock_down period.

Owing to the lock_down, demand for sugar was sluggish, however, as the sugar is sold as per the allotted quota, the impact on business is minimal. With the opening of lockdown, the demand of sugar is gradually rising to its normal level. In the distillery segment, off_take has been reduced by the Oil Marketing Companies, however, your Directors believe that the full contracted quantity will be delivered during the contract period. Supply of potable alcohol has been sluggish due to supply chain disruptions of liquor in the country.

The employees of the corporate office worked as per "Work from Home" policy. The Registered office of the Company has resumed functioning with minimum strength as per the guidelines of the State Government. The Company is complying with all the norms related to social distancing, thermal scanning, wearing of face mask, proper sanitization and hygiene at all its locations including factories to ensure smooth functioning of operations.

The Company does not foresee any significant impact on the operational results and the financial health as sugar and the allied products which the Company is manufacturing are all essential commodities and, as such, demand of the products will return to its normal level, to a large extent, as and when the lockdown gets lifted.

Companys capital and financial resources are well placed and have not been impacted because of the Covid_19. All the debts/installments/interests/dues as per repayment schedule have been made even during this lock_down period without any extensions/defaults and the Company does not foresee any difficulty in meeting its future financial commitments as well.

The Company is well positioned to fulfill its obligations under the contracts and also does not foresee any problem in respect of its agreements including contracts for export of sugar, sale of ethanol and power where the non_fulfilment of obligations by any party would lead to any material impact on the business of the Company.

OTHER EVENTS

In the meeting of the Board of Directors held on 3rd June 2020, the Board approved borrowing of USD 300 Million from Wilmar Sugar Holdings Pte Ltd. (Holding Company). This borrowing will be used by the Company to refinance its existing debts and to meet working capital requirements and general corporate purposes of the Company. Being a material related party transaction, the Company has sought approval of the shareholders to the aforesaid borrowing, in the Extraordinary General Meeting of the shareholders scheduled on 13th July 2020, the notice of which has been dispatched to all the shareholders on 20th June 2020.

Other Disclosures/Reporting

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

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

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

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Appreciation & Acknowledgements

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

For and on behalf of the Board
Atul Chaturvedi
Executive Chairman
DIN: 00175355
7th July 2020, Mumbai