Shree Renuka Sugars Ltd Directors Report.

Dear Members,

The Board of Directors presents their Twenty-Fifth Annual Report and audited financial statements for the financial year ended 31st March 2021.

Standalone Financial Results

The highlights of the standalone financial results are as under:

( Rs. in Mn)
Particulars FY 2020-21 FY 2019-20
Revenues 56,116 46,474
Profit /(loss) before financial expenses, depreciation and exceptional items 6,353 501
Financial expenses 3,686 4,858
Depreciation 2,013 2,028
Profit /(loss) before provision for tax and exceptional items 654 (6,385)
Exceptional Items (1,499) (2,989)
Provision for taxation:
- Income Tax relating to earlier years - 26
- Deferred Tax 1,596 2,090
Net Profit/(Loss) 556 (5,512)
Total comprehensive income/(loss) 117 (6,665)
Retained Earnings and Items of OCI brought forward from the previous year (34,139) (27,474)
Changes in Retained Earnings 1,247 (5,276)
Changes in Items of Other Comprehensive Income (OCI) (203) (1,389)
Closing Retained Earnings and Items of OCI 33,095 (34,139)

Operating Highlights

The Company received total income of 56,116 million for the year ended 31st March 2021 as against 46,474 million for the previous year. The EBITDA for the year under review stood at 5,606 million as compared to 2,077 million for the previous year, while the Net Profit stood at 556 million as compared to Net Loss of 5,512 million for the previous year. Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

There was no change in the nature of business of the Company during the year under review.

Dividend & Dividend Distribution Policy

Since the Company has carried forward losses as on 31st March 2021, your Directors have not recommended any dividend for the financial year ended 31st March 2021.

The Company has complied with the requirement of formulation of the Dividend Distribution Policy of the Company which may be accessed on the Companys website at https://renukasugars.com/pdf/corporate-governance/dividend-distribution-policy.pdf.

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 absence of profits available for distribution for dividend, 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 during the financial year ended on 31st March 2021.

During the year under review, the Company redeemed 5,521 0.01% Non-Convertible Debentures (NCDs) of 10 lacs each, 4,28,08,858, 0.01% Optionally Convertible Preference Shares of 100 each and 7,43,88,207, 0.01% Redeemable Preference Shares of 100 each, which were allotted to the lenders pursuant to debt restructuring exercise undertaken by the Company, by converting the part of the loans facilities availed by the Company from the lenders. The details of Debentures outstanding as on 31st March 2021 are given in the financial statements.

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) Regulation, 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, forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 ("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 review is provided in the notes on consolidated financial statements forming part of this annual report. There was no material change in nature of the business of any of the subsidiaries during the year.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each of the subsidiaries of the Company are available on the website of the Company at www.renukasugars.com. These documents will be made available to the Members for inspection electronically, upon request, up to the date of the ensuing Annual General Meeting. The Company will make available the documents of the subsidiaries upon request by any member of the Company interested in obtaining the same.

During the year under review, no company became a subsidiary of the Company or Joint Venture or Associate Company.

During the year under review, the Company had filed an application with the Stock Exchanges i.e. BSE Limited (BSE) & National Stock Exchange of India Limited (NSE) on 28th January 2021 for seeking in-principle approval of merger of its subsidiary (93.64%), Gokak Sugars Limited, with the Company. BSE and NSE has forwarded the scheme to SEBI with their recommendation. SEBI has sought certain additional information from the Company and the Company is in the process of providing this information to SEBI. After SEBI approval the Company will seek NCLT approval for the proposed merger.

The Companys Policy for Determining Material Subsidiaries may be accessed on the Companys website at https:// renukasugars.com/pdf/corporate-governance/policy-on-determining-material-subsidiaries.pdf

Share Capital

During the year under review, the Company had issued 21,16,70,481 (Twenty One Crore Sixteen Lakhs Seventy Thousand Four Hundred and Eighty One only) fully paid-up equity shares of face value of 1/- each of the company, for cash, at a price of 8.74 per equity share, aggregating to 185,00,00,004 (Rupees One Hundred and Eighty Five Crores and Four only) to Wilmar Sugar Holdings Pte. Ltd., promoter of the Company, on a preferential basis.

Further, during the year under review, the Company redeemed 4,28,08,858 0.01% Optionally Convertible Preference Shares (OCPS) of 100 each and 7,43,88,207 0.01% Redeemable Preference Shares (RPS) of 100 each which were allotted to the lenders pursuant to debt restructuring exercise undertaken by the Company, by converting the part of the loans facilities availed by the Company from the lenders.

In view of the above, paid-up share capital of the Company as on 31st March 2021 stands at 212,84,89,773 comprising of 212,84,89,773 equity shares of 1 each fully paid-up. As on 31st March 2021, 99.83% 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. Vijendra Singh (DIN: 03537522), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment at the forthcoming Annual General Meeting. Brief Resume of Mr. Singh is circulated to the members as part of the AGM Notice.

The members at its, previous Annual General Meeting, ratified the appointment of Mr. Charles Loo Cheau Leong (DIN: 08737827) and Mr. Kuok Khoon Hong (DIN: 06857132) as Non-Executive & Non-independent Directors of the Company.

The tenure of Mr. Atul Chaturvedi (DIN: 00175355), as Executive Chairman of the Company, expires on 29th October 2021. The Nomination & Remuneration_/ Compensation Committee considered and recommended re-appointment of Mr. Atul Chaturvedi as an Executive Chairman for a second term of five years which was approved by the Board of Directors at its meeting held on 25th June 2021. The proposal for re-appointment of Mr. Chaturvedi will be placed before the members for its approval in the next General Meeting. Brief Resume of Mr. Chaturvedi is circulated to the members as part of the AGM Notice.

The tenure of Ms. Priyanka Mallick (DIN: 06682955), as Independent Director of the Company, expires on 7th February 2022. The Nomination & Remuneration_/ Compensation Committee considered and recommended re-appointment of Ms. Priyanka Mallick as Independent Director for a second consecutive term of five years with effect from 7th February 2022, which was approved by the Board of Directors at its meeting held on 25th June 2021. The proposal for re-appointment of Ms. Priyanka Mallick will be placed before the Members for its approval in the next Annual General Meeting. Brief Resume of Ms. Priyanka Mallick is circulated to the members as part of the AGM Notice. Ms. Priyanka Mallick is a person of integrity, possesses relevant proficiency and has adequate experience and expertise to serve as an Independent Director on the Board of the Company. She fulfils the conditions for independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.

The Board of Directors on recommendation of the Nomination & Remuneration/ Compensation Committee has approved the appointment of Mr. Tinniyan Kalyansundaram Kanan (DIN: 00020968) as an Alternate Director to Mr. Kuok Khoon Hong (Mr. Kuok) w.e.f. 18th December 2020 during the absence of Mr. Kuok from India for a period of not less than 3 months. Mr. Kanan shall hold the office as Alternate Director till the time Mr. Kuok arrives in India for any reason whatsoever, or as and when Mr. Kuok ceases to be a Director, whether by retirement by rotation or otherwise, whichever is earlier. Further, whenever Mr. Kanan ceases to be an Alternate Director due to Mr. Kuoks arrival in India for any reason, Mr. Kanan be and is hereby re-appointed as an Alternate Director to Mr. Kuok, on Mr. Kuoks departure from India for a period of not less than 3 months, subject to such compliances and disclosures as may be required to be done by the Company. Brief Resume of Mr. Kanan is circulated to the members as part of the AGM Notice.

Mr. Rajeev Kumar Sinha ceased to be the Nominee Director of the Company consequent to nomination withdrawn by IDBI Bank effective from 21st January 2021. Further, Mr. Stephen Ho Kiam Kong, Non-Executive Director, ceased to be Director of the Company consequent to his resignation effective from 31st May 2020. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Sinha and Mr. Stephen Ho Kiam Kong during their tenure as Directors of 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. The policy is available on the website of the Company https://renukasugars.com/pdf/corporate-governance/nomination-remuneration-policy.pdf

As on date of this report, Mr. Atul Chaturvedi, Executive Chairman, Mr. Vijendra Singh, 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 Director was carried out by the Independent Directors in their separate meetings. The Board of Directors expressed their satisfaction with the evaluation process.

The meeting of Independent Directors of the Company was held on 29th March 2021 to discuss matters as per the provisions of Companies Act, 2013 and Listing Regulations.

The Board hereby confirms that the Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Meetings of the Board

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

The Company has complied with the requirements of SS-1 in respect of the meetings of the Board of Directors held during the year.

Directors Responsibility Statement

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

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

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2021 and of the profit of the Company for the year ended on that date;

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

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

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

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

Auditors and Auditors Report

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

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

During FY 2020-21, 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.

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 2020-21. The Secretarial Audit Report for the financial year ended 31st March 2021 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 at 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 detail is 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 2022. 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 25th 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 made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Act.

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

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

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

Contracts and Arrangement with Related Parties

All Contracts/arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an 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 https:// renukasugars.com/pdf/corporate-governance/tpt-policy-srsl.pdf.

Particulars of Loans, Guarantees or Investments

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

Corporate Social Responsibility

Your Company is committed to Corporate Social Responsibility (CSR) by catering to the needs of the weaker sections of the society. Since the formation of CSR Committee is not applicable to the Company, the Board of Directors, in its meeting held on 25th June 2021, have dissolved the CSR Committee with effect from 26th June 2021. The CSR Policy will now be administered by the Board of Directors. The CSR Policy of the Company may be accessed on the Companys website at https://renukasugars.com/pdf/corporate-governance/policy-on-corporate-social-responsibility.pdf.

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, the Company has transferred unclaimed and unpaid dividends of 2012-13 of 31,22,620 to IEPF. Further, 21,48,181 equity shares on which dividends were unclaimed for seven consecutive years were transferred to the IEPF, as per the requirement of the IEPF rules. The details of unclaimed/ unpaid dividends and equity shares transferred to IEPF are available on the website of the Company at https:// renukasugars.com/pdf/shares-trfd-to-iepf.pdf.

The contact details of Nodal Officer of the Company are available on the website of the Company at https://renukasugars.com/en/contact-us.html

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company for FY 2020-21 is available on the website of the Company at https://renukasugars.com/en/ financial-results.html.

Risk Management & Internal Financial Controls

The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize, assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners for all types of risks.

The 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.

Based on the market capitalization as on 31st March 2021, provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to Risk Management Committee is now applicable to the Company. In view of this, the Board of Directors, at its meeting held on 25th June 2021, has constituted a Risk Management Committee.

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 behaviour, victimisation, fraud and other grievances or concerns of directors, employees and stakeholders. The Whistleblower Policy may be accessed on the Companys website at https://renukasugars.com/pdf/ corporate-governance/whistle-blower-policy.pdf.

During the year under review, no complaints were received by the Company under the policy.

Prevention of Sexual Harassment at Workplace

The Company has complied with the requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("the Act") and Rules made thereunder. During the year under review, 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 the Company and to align the interest of employees with the long term organizational goals.

Material Changes & Events after Balance Sheet Date

There are no material changes which have occurred after the date of the Balance Sheet and the date of this report.

OTHER EVENTS

Conversion of NCD into RPS

1,500 11.70% Non-Convertible Debentures (NCDs) of 10 Lakhs each and 1,000 11.30% Non-Convertible Debentures (NCDs) of 10 Lakhs each, aggregating to 250 Crores, are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited. The Company has received in-principle approval for conversion of 50% of listed NCDs into Redeemable Preference Shares, which is valid till 1st September 2021.

Business Responsibility Report

The Business Responsibility Report for the year ended 31st March 2021 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual Report at Annexure 7.

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.