Your Directors have pleasure in presenting this SEVENTY FOURTH ANNUAL REPORT along withthe Audited Statement of Accounts for the year ending 31st March 2021.
(Rupees in lakhs)
|Particulars ||31.03.2021 ||31.03.2020 |
|Sales ||94972.12 ||104068.14 |
|Other Income ||2519.80 ||2702.27 |
| ||97491.92 ||106770.41 |
|Profit for the year ||19420.43 ||25974.96 |
|Depreciation ||5563.31 ||5649.03 |
|Profit after depreciation ||13857.12 ||20325.93 |
|Add: Income Tax Refund received ||369.76 || |
|Excess Provision of last year ||(165.67) ||(200.42) |
|Less: || || |
|Provision for Current Tax ||3745.00 ||5300.00 |
|Provision for Deferred Tax ||(515.29) ||(3789.24) |
|Profit after Tax ||10209.39 ||19015.59 |
|Add: Balance brought forward from last year ||27805.63 ||28583.71 |
|Profit available for utilisation ||38015.02 ||47599.30 |
|UTILISATION || || |
|Equity Dividend for 2018-19 ||-- ||2710.71 |
|Interim Equity Dividend (2019-20) ||-- ||5421.42 |
|Tax on Distributed Profits ||-- ||1661.54 |
|Transfer to General Reserve ||10000.00 ||10000.00 |
|Balance carried forward to next year ||28015.02 ||27805.63 |
|TOTAL: ||38015.02 ||47599.30 |
Your Directors are glad to report that for the year 2020-21 your Company made a Profitof Rs.138.57 Crores (before tax) against a Profit of Rs. 203.26 Crores made last yearwhich reflect another year of consistent performance. The Net Profit (After Tax) wasRs.102.09 Crores against Rs. 190.16 Crores made last year.
Your Directors are glad to recommend a Dividend of Rs.10/- per Equity Share i.e. 100%(Face Value Rs.10/-) for the year 2020-21. With this Dividend if approved your Companywould have the distinction of rewarding its Shareholders. The outflow towards Dividendpayment would be Rs.27.11 Crores.
CAPITAL & RESERVES:
Authorised and Paid Up Capital:
As on 31.3.2021 the Authorised Capital of the Company is Rs.30.00 Crores and thePaid-up Capital is Rs. 27.11 Crores.
With the transfer of Rs.100.00 Crores during the year under report the total Reservesas on 31.3.2021 stands at Rs. 793.30 Crores against Rs. 693.30 Crores on 31.3.2020.
REVIEW OF OPERATIONS:
The Sugar Unit-II crushed in aggregate 291037.458 M.T. of cane during the 2020-21season against 484820 M.T. crushed last year. The crushing operations and cane pricepaid to cane suppliers for the 2020-21 Season are:
| ||SUGAR UNIT II ||SUGAR UNIT III |
| ||TADUVAI ||BHIMADOLE |
| ||Fin. Year 2020-21 ||Fin. Year 2019-20 ||Fin. Year 2020-21 ||Fin. Year 2019-20 |
|(A) Crushing details: || || || || |
|Total cane crushed (MT) ||291037.45 ||331986 ||-- ||173310 |
|Total No. of days crushed ||95 ||108 ||-- ||71 |
|Total Sugar produced(MT) ||29426 ||33223 ||-- ||16523 |
|Average Recovery ||10.11% ||10.01% ||-- ||9.53% |
|(B) Cane price: || || || || |
|Fair & Remunerative price (per M.T.) ||2870 ||2845.00 ||-- ||2755.00 |
|Cane price paid (per M.T)* ||3121.52 ||3010.74 ||-- ||2910.95 |
* Includes Transport Subsidy.
- Crushing Operations for the Season 2020-21 have been lower compared to Season 2019-20due to non-availability of Cane.
- Operations of Sugar Unit-I and Sugar Unit-III were suspended for the Crushing Season2020-21.
- To encourage farmers to plant cane your Company opted to pay a cane price higherthan the Fair Remunerative Price fixed by the Government.
- Board of Directors have decided to suspend operations at Sugar Unit-I Tanuku andSugar Unit-III Bhimadole for the Crushing Season 2021-22.
During the year under report the Co-generation Unit at Taduvai generated 13935190Units of Power.
PERFORMANCE OF CHEMICAL DIVISION:
During the year under report the performance of Caustic Soda Division at Saggonda wasgood. Turnover of Rs.484.13 Crores was achieved Profit after depreciation achieved thisyear was Rs. 77.38 Crores against Rs. 152.57 Crores in the last year.
Aspirin Division has also performed impressively by posting a Profit of Rs.12.68 Croresas against 11.72 Crores.
WIND POWER UNITS:
The Net Power generated at Ramagiri Wind Mills during this year is 1126650 Units KWH.
The Net Power generation at the Tamil Nadu Wind Mills during the year under report is25960834 Units. This Power is being fed into the Tamil Nadu State Electricity Boardgrid.
The Power generated by 33 MW Coal Based Power Plant put up by the Company at Saggondaduring this year is 227103000 KWH. This Power is being used at our Chemical Plants atSaggonda.
Demand for Caustic Soda is on the rise. Our Major customers in Private and PublicSectors have been consistently lifting their commitments. As a part of ongoing marketprogramme efforts are directed towards widening the customer base. Keeping this in mindyour Company is going for Expansion from existing 500 Tonnes per day to 600 Tonnes per dayMembrane Cell Caustic Soda facility at Chemical Complex Saggonda. This Expansion is basedon the latest 6th generation of Environment friendly and Energy-efficient Membrane CellTechnology supplied by M/s. Thyssenkrupp Industrial Solutions India Pvt. Ltd. a renownedInternational organization having expertise and experience in establishing ChemicalPlants. This process has the lower production cost simple operations Energy Efficient& Environmental friendly. Salt and Power constitute two main inputs for production ofCaustic Soda. As your Company is already in the production of Caustic Soda procurement ofSalt can be sourced from the existing vendors. Power another major input can be availedfrom 33 MW Coal based Captive Power Plant in operation. Environmental Clearance andConsent for Establishment are in place for a Total Capacity of 800 TPD at Saggonda. Theestimated Project Cost of Rs.100.00 Crores is being met by internal generation. The Plantis expected to commence operations by September 2022. Sulphuric Acid is widely used inPharmaceutical Fertilizer and Water Treatment Industries causing the increase in demandof this product.
Your Company is setting up a 500 TPD Sulphuric Acid Plant at Chemical Complex Saggondawith an estimated cost of Rs.100.00 Crores being met by internal generation. Consent forEstablishment is yet to be obtained. The Plant is expected to commence operations bySeptember 2022.
The Plant being set up at J.N. Pharmacity Parawada Visakhapatnam is in progress.Major works have been completed. The Project is expected to be completed by December2021.
Keeping in view the need for your Company to expand the base of its Chlor-Alkalioperations an application to the concerned authorities has been made for theestablishment of Plants at J.N. Pharmacity Parawada Visakhapatnam for 245 TPD CausticSoda 50 TPD Caustic Potash 600 TPD Hydrochloric Acid 300 TPD Sulphuric Acid and 200 TPDChlorine.
DEMATERIALISATION OF EQUITY SHARES:
As of 31st March 2021 Equity Shares representing 53.89% of the Share Capital have beendematerialised.
M/s K.S. Rao & Co. Chartered Accountants Hyderabad the present Auditors wereappointed at 70th Annual General Meeting for a period of 5 Financial Years i.e. 2017-182018-19 2019-20 2020-21 and 2021-22. Their remuneration for the Financial Year 2021-22of Rs.1700000/- is being sought for your approval at the ensuing Annual General Meeting.
For the year 2020-2021 M/s Narasimha Murthy & Co. Cost Accountants Hyderabad werethe Cost Auditors of the Company for the Products which are subject to Cost Audit. Forthe year ended 2021-22 your Board of Directors have approved the appointment of M/s.Narasimha Murthy & Co. Hyderabad as Cost Auditors and recommend to Shareholders toratify the remuneration of Rs.600000/- as fixed by the Board on the recommendation ofAudit Committee.
As per the amended provisions of the SEBI Listing Regulations a Report on CorporateGovernance along with Management Discussion and Analysis forming part of the Directors'Report is annexed.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 toplisted Companies based on the Market Capitalization Business Responsibility Report isannexed.
COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Statutory Auditors have certified that the Company has complied with the conditionsof Corporate Governance as stipulated in the Listing Agreement with the Stock Exchangesand the same is annexed to the Report of Directors.
Audit Committee comprises of Three Non-Whole time Independent Directors and OneWhole-time Director Dr. P. Kotaiah Sri V.S. Raju Sri P.A.Chowdary and Sri P. AchutaRamayya respectively. Dr. P. Kotaiah is the Chairman of this Committee.
DIRECTORS AND KMP:
The Andhra Sugars Limited
Dr. A.V. Rama Rao ceased to be Director due to his resignation with effect from27.01.2021. The Board placed on record its commendable appreciation of the service andguidance received from him during his tenure as Director for Two Decades.
Directors Sri Mullapudi Narendranath and Sri P. Achuta Ramayya retire by rotation atthe ensuring 74th Annual General Meeting and being eligible offer themselves forre-appointment.
Statements of declaration as per Section 149(6) of the Companies Act 2013 have beengiven by the Independent Directors.
Sri P. Narendranath Chowdary Chairman and Managing Director and Sri P.V.S. ViswanadhaKumar General Manager (Finance) & Addl. Secretary have been designated as KeyManagerial Personnel.
Sri M. Palachandra Company Secretary and Compliance Officer ceased to be KMP witheffect from 07.09.2020 due to his sad demise. The board placed its appreciation for thevaluable services rendered by him.
COMPLIANCE UNDER COMPANIES ACT 2013
Pursuant to Sec.134 of the Companies Act 2013 read with Companies (Accounts) Rules2014 your company has complied with the compliance requirement the details of which areenumerated hereunder.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(1) (c) of the Companies Act 2013 and onthe basis of explanation and compliance certificate given by the executives of theCompany and subject to disclosures in the Annual Accounts and also on the basis ofdiscussions with the Statutory Auditors of the Company from time to time we state asunder: a) that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departure;b) that the directors selected such accounting policies and applied them consistently andmade judgments and estimates that those are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit of the Company for that period; c) that the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities. d) that the Directors have gotprepared the annual accounts on a going concern basis; e) that the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively. f) that the Directors gotdevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
There are no frauds reported by Auditors under Section 143(12) of the Companies Act2013.
There are no material changes and committments that effect the Financial position ofthe Company from the Year end 31.03.2021 to as on date of this report.
The Board of Directors met 4 times during the financial year 2020-2021 on 27.06.202013.08.2020 10.11.2020 and 13.02.2021.
INDEPENDENT DIRECTORS MEETING:
A Meeting of the Independent Directors was held on 13th March 2021. The IndependentDirectors have evaluated the performance of the Non-independent Directors the Board as awhole and Chairman of the Board. The Board was briefed by Lead Independent Director on thedeliberations made at the Independent Directors Meeting.
Your Company through a Policy has in place a familiarisation programme to all theDirectors with a view to update them on the Company's Policies and Procedures. IndependentDirectors make a periodical visit to plants to keep themselves abreast of the plantoperations. Respective Plant Heads interact with the Independent Directors and explain tothem about the various processes and operations.
FORMAL ANNUAL EVALUATION OF THE BOARD
The Board evaluated its own performance and that of its Committees and Directors interms of : Measured and appropriate contribution by the Directors to the discussions onthe Agenda Items s Each Director exercising the responsibilities in a bonafide manner.-Understanding of the Company's business strategic plans and other key issues.
s Special Skills and expertise of each Director contributing to the Board's overalleffectiveness. s Respecting the confidentiality of the Company's business information andBoard's deliberations. s Satisfactory attendance and active participation of each Directorat the meetings of the Board and Committee.
The Board members were of the opinion that the Board as a whole and the Directors haveperformed effectively as per the terms of the above parameters. The respective Committeeperformed as per its terms of reference.
As a part of Vigil Mechanism a Whistle Blower Policy has been established and approvedby the Board. This Policy envisages reporting of wrongdoing or un-ethical activitiesobserved by Employees at any level directly to the Chairman of the Audit Committee or tothe Chairman & Managing Director. The matter whenever reported is investigated and ifthe wrong doer is found guilty disciplinary action will be initiated depending upon themateriality of the un-ethical doings. During the year under report there has been noinstances which required reporting.
NOMINATION AND REMUNERATION COMMITTEE:
As required by the Provisions of the Companies Act 2013 and Listing Agreement aNomination and Remuneration Committee comprising of Independent Directors Sri V.S. Raju(Chairman) Sri P.A. Chowdary and Dr. Manjulata was constituted by the Board.
This Nomination and Remuneration Committee has formulated Nomination and RemunerationPolicy which has been approved by the Board. This Nomination & Remuneration Policy haslaid down criteria and terms and conditions with regard to identifying persons who arequalified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration based on the Company's size and financial position and trends and practiceson remuneration prevailing in the industry. Appointment of Managing Director / Whole-timeDirector / KMP and Functional Heads are placed before Nomination and RemunerationCommittee for its consideration and recommendation to the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by the Provisions of the Companies Act 2013 a Corporate SocialResponsibility (CSR) Committee has been constituted by the Board of the Company with SriP.Narendranath Chowdary Managing Director Chairman of the Committee Sri MullapudiThimmaraja Joint Managing Director and Sri V.S. Raju Independent Director are Members ofthe Committee. This Committee has formulated a CSR Policy which has been approved by theBoard. This Policy envisages CSR Activities to be taken up amount of expenditure to beincurred and monitoring of CSR Activities from time to time.
This Policy aims to achieve the CSR objectives by undertaking one or more of theactivities to be in alignment with Schedule VII of the Companies Act 2013 either on ownor through any Trust / Society or any other recognized Agency.
As per the provisions of Section 135(5) of the Companies Act 2013 company shouldspend in every Financial Year at least 2% of the average net profits of the company madeduring the three immediately preceding Financial Years. In pursuance of its CorporateSocial Responsibility Policy the company gives preference to the local area and areasaround it where it operates or any other permissible location for spending the amountearmarked for Corporate Social Responsibility activities.
Accordingly for achieving its CSR objectives through implementation of meaningful andsustainable CSR programmes your Company allocates at least 2% of its average Net Profitscalculated as per Section 198 of the Companies Act 2013 as its Annual CSR Budget in eachFinancial Year.
From the Annual CSR Budget allocation a provision is made towards the expenditure tobe incurred on identified areas for undertaking CSR activities on a year to year basis.
Allocation of the Annual Budget for CSR activities in any given year would be as perthe provisions of the Companies Act 2013 and rules made thereunder as amended from timeto time. Any unspent / unutilised CSR allocation of a particular year will be carriedforward to the next year i.e. the CSR budget will be non-lapsable in nature.
As required by Rule 8 of the Companies (CSR Policy) Rules 2013 a Report on CSRActivities and the amount of expenditure incurred are annexured to this Report.
Risk Management Committee
As per the provisions of Regulation 21 (5) of SEBI (LODR) Regulations 2015 the Top1000 Listed Companies are required to constitute a Risk Management Committee. Accordinglya Risk Management Committee was constituted on 30.06.2021.
The following Directors are Members of the said Committee:
|1. ||Sri Mullapudi Narendranath ||Whole-time Director |
|2. ||Sri P. Achuta Ramayya ||Whole-time Director |
|3. ||Sri P. Venkateswara Rao ||Independent Director |
As stated in the previous annual report in view of permission granted to our Companyby the District Collector due to inclusion of our products under essential commoditieslist for containment of COVID-19 there is no direct material impact of lockdown to ourCompany. Restrictions imposed by the State Government in view of second wave of COVID-19also not impacted our Company as it is a continuous production generation unit. Hencespecifically exempted from lockdown restrictions.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has duly complied with the Provisions of Section 186 of the Companies Act2013 with regard to Loans Guarantees or Investments the details of which as applicableare provided in the Notes to Balance Sheet.
During the year the Credit Rating Agency ICRA. has re-affirmed the credit rating forvarious facilities as detailed hereunder.
|S.No. ||Nature of Facilities ||Rating Affirmed |
|1. ||Fund Based Facilities on Long Term Scale (Rs.150 Crores) ||[ICRA] A+ (Stable) |
|2. ||Non- Fund Based Facilities on Short Term Scale (Rs.100 Crores) ||[ICRA] A1+ |
|3. ||Fixed Deposits Programme (Rs.250 Crores) ||[ICRA] MAA- (Stable) |
RISK MANAGEMENT POLICY / COMMITTEE:
The company has framed a Risk Management Policy which envisages the following lIdentification of areas of Risk l Assessing the impact of Risks l Steps taken to mitigatethe Risk
The Major Segments of operations of the Company are Sugar and Chlor Alkali. The majoraspects of concern for the Sugar Sector are:
1) Lack of Harvesting Labour
2) Power to operate the irrigation requirements
3) Proper Cane Varieties that give good Cane and Sugar yield that are suitable formechanical harvesting.
To get around the 1st aspect the Company has embarked upon locating the right CaneHarvester suited to our Grower Farm sizes. The 2nd aspect is being taken care of bysetting up a Solar Powered Pumping System at our R & D Farm so that our Growers couldultimately be provided the right guidance in this aspect. The 3rd aspect is being met bythe Cane Breeding Programme undertaken by the Company.
Chlor Alkali segment is power intensive where Power constitute a major input cost.Restricted power supply and increased power cost have become a cause of concern. Tomitigate this impact a Solar Power Plant has been commissioned at Kovvur. At Saggonda a33 MW Coal Based Power Plant has been commissioned. This would improve the poweravailability to the Chemical Plants at Saggonda.
The relations with employees continue to be cordial and harmonious during the yearunder report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY:
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (Act.) An Internal Compliance Committee (ICC) has been set up toredress the complaints received regarding sexual harassment. All employees are coveredunder this Policy. As on the date of this report there were no complaints received by theICC.
SAFETY HEALTH AND ENVIRONMENT:
Safety Occupational Health and Environment Protection continue to be accorded highpriority.
As required by Section 92 of the Companies Act 2013 and relevant rules copy of AnnualReturn in MGT-7 is placed on the Company's website. You can find the same onwww.theandhrasugars.com
RELATED PARTY TRANSACTIONS:
There is no transaction with Related Party which requires disclosure under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.
SECRETARIAL AUDIT REPORT:
As required by Provisions of Companies Act 2013 Secretarial Audit Report as providedby Nekkanti S R V V Satyanarayana & Co. Hyderabad Company Secretaries in practice isannexured to this Report. The observation made by them with regard to the Appointment ofCompany Secretary & Compliance Officer has been complied with by appointing Sri P.V.S.Viswanadha Kumar General Manager (Finance) & Addl. Secretary as Company Secretary& Compliance Officer with effect from 30.06.2021.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of the Companies Act 2013 read with therelevant Rules made thereunder regarding employees is annexed as Annexure "A"forming part of this Report.
RATIO OF REMUNERATION OF EACH DIRECTOR:
Details of ratio of Remuneration of each Director to the median employee's remunerationis enclosed.
Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information pursuant to Section 134 of the Companies Act 2013 read with relevant rulesis given in Annexure "B" forming part of this Report.
As required by the Companies Act 2013 the details of Fixed Deposits as on 31.3.2021 isgiven hereunder.
| ||2020-2021 ||2019-20 |
|(a) Accepted during the year. ||NIL ||135856000 |
|(b) Remained unpaid or unclaimed as at the end of the year. ||3375000 ||3465000 |
|(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved. ||NO ||NO |
|i) at the beginning of the year ||NOT APPLICABLE ||NOT APPLICABLE |
|ii) maximum during the year ||-do- ||-do- |
|iii) at the end of the year ||-do- ||-do- |
|(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act. ||NIL ||NIL |
TRANSFERS TO I.E.P.F:
During the year 6818 no.of shares of 45 shareholders have been transfered to I.E.P.F.Authority.Unclaimed dividend amounting to Rs. 1468968/- of 1016 shareholders for theyear 2012-13 has been transferred to I.E.P.F. Account. Further Unclaimed Fixed DepositAmount of Rs. 10000/- for one Deposit holder and Unclaimed Interest of Rs. 6528/- onFixed Deposits of 19 depositholders has been transferred to IEPF Authority during theyear.
In accordance with the Accounting standards consolidated financial statements of theCompany and its Subsidiaries form part of the Report and Accounts. These consolidatedstatements have been prepared on the basis of Audited Results received from the SubsidiaryCompanies as approved by their respective Boards.
The Accounts of the Subsidiary Companies for the year 2020-21 have not been attached tothe Company's Accounts. However Shareholders desirous of obtaining the Annual Accounts ofthe Subsidiaries may obtain them upon request. The Annual Report and the Accounts of theSubsidiary Companies will be kept for inspection at the Company's Registered Office aswell as at the offices of our Subsidiary Companies.
SUBSIDIARIES AND ASSOCIATE: JOCIL LIMITED:
For the Financial Year ending 31.3.2021 your subsidiary Company JOCIL Ltd. posted aprofit of Rs.1542.87 lakhs (before taxation) against Rs. 1764.82 lakhs (before taxation)last year. The Board of Directors of this Company has recommended a Dividend of Rs.3/- perShare to Shareholders for the Financial Year 2020-2021.
THE ANDHRA FARM CHEMICALS CORPORATION LIMITED:
The Company earned a profit of Rs.37.20 lakhs against the loss of Rs.1.03 lakhs lastyear.
HINDUSTAN ALLIED CHEMICALS LIMITED:
Directors are on the look out for the suitable projects to be taken.
THE ANDHRA PETROCHEMICALS LIMITED:
The Company achieved sales of Rs.56606.74 lakhs against Rs. 45593.27 lakhs last yearand earned profit (before Tax) of Rs. 11794.48 lakhs against Rs. 2148.34 lakhs last year.The Board of Directors of this Company has recommended a Dividend of Rs.1.50/- per Shareto Shareholders for the Financial Year 2020-2021.
INTERNAL CONTROL SYSTEM:
Your Company conducts a periodical review of the financial and operating controls ofthe various Units. The Internal Control System of your Company is commensurate with itssize and nature of business. The Board has also laid down a policy on Internal FinancialControl as required by the provisions of the Companies Act 2013. The same has been postedon Company's Website www.theandhrasugars.com
LISTING ON STOCK EXCHANGE:
Company's Equity Shares are listed on National Stock Exchange and Annual Listing Feefor the Financial Year 2021-22 has been paid.
Your Directors wish to place on record their appreciation for the co-operation extendedby the State & Central Government authorities Banks Farmers and all the concernedassociated with the Company in its Business process. They also express their appreciationto the employees at all levels for the successful working of the Company.
| ||For and on behalf of the Board |
|TANUKU ||P. NARENDRANATH CHOWDARY |
|30.06.2021 ||Chairman and Managing Director |
REPORT ON CORPORATE GOVERNANCE
A) MANDATORY REQUIREMENTS:
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The Andhra Sugars Ltd. (ASL) always believes that good Corporate Governance ensuresproper and adequate protection of the interests of all the stakeholders in the Company.ASL affirm that healthy Corporate Governance leads to the operations and actions whichserve the underlying goal of continuously enhancing the value that the Company can createfor the stakeholders including Shareholders Employees Customers Suppliers LendersGovernment and other parties having association with ASL.
2. BOARD OF DIRECTORS a) As on 31.3.2021 the Board of Directors consisted of 9Directors.
COMPOSITION AND CATEGORY OF DIRECTORS IS AS FOLLOWS:
|Category ||Name of the Director |
|Promoter/Executive Directors ||Sri P. Narendranath Chowdary |
| ||Chairman and Managing Director |
| ||Sri Mullapudi Narendranath |
| ||Joint Managing Director |
| ||Sri Mullapudi Thimmaraja |
| ||Joint Managing Director |
| ||Sri P. Achuta Ramayya |
| ||Joint Managing Director |
| ||Sri P.S.R.V.K. Ranga Rao |
| ||Executive Director |
|Non-Executive and Independent Directors ||Dr. P. Kotaiah |
| ||Sri V.S. Raju |
| ||Sri P.A. Chowdary I.R.S.(Retd.) |
| ||Dr. D. Manjulata |
Inter-se Relationship among Directors
Sri P. Narendranath Chowdary & Sri P. Achuta Ramayya - Brothers Sri MullapudiNarendranath & Sri Mullapudi Thimmaraja - Brothers b) Non-Executive Directorremuneration : Please refer Point No.5(f) c) Attendance of each Director at the BoardMeetings last Annual General Meeting and number of other Directorships and Chairmanship /Membership of Committee of each Director in various Companies:
| ||Attendance Particulars ||Directorship Committee Membership and Chairmanship in other Companies |
|Name of the Director ||Board Meetings ||Last AGM ||Other Directorship ||Chairman ||*Committee Membership ||*Committee Chairmanship |
|Sri P. Narendranath Chowdary ||4 ||Y ||7 ||4 ||3 ||2 |
|Sri Mullapudi Narendranath ||4 ||N ||3 ||-- ||-- ||-- |
|Sri Mullapudi Thimmaraja ||2 ||N ||2 ||-- ||3 ||1 |
|Sri P. Achuta Ramayya ||4 ||Y ||-- ||-- ||-- ||-- |
|Sri P.S.R.V.K. Ranga Rao ||4 ||N ||1 ||-- ||-- ||-- |
|Dr. P. Kotaiah ||4 ||N ||5 ||1 ||5 ||1 |
|Sri V.S. Raju ||4 ||Y ||3 ||-- ||3 ||1 |
|Dr. A.V. Rama Rao (upto 27.01.2021) ||3 ||N ||-- ||-- ||-- ||-- |
|Sri P.A. Chowdary I.R.S.(Retd.) ||4 ||N ||-- ||-- ||-- ||-- |
|Dr. D. Manjulata ||4 ||N ||2 ||-- ||3 ||-- |
Sri V.S. Raju Member of the Audit Committee was present at the last Annual GeneralMeeting to answer the queries of the Shareholders. l *Represents Membership / Chairmanshipof Audit Committee & Stakeholders Relationship Committee of other Public LimitedCompanies. l Names of listed entities where the person is a Director and Category ofDirectorship
|Name of Director ||Name of Listed Company ||Category of Directorship |
|Sri P. Narendranath Chowdary ||Jocil Limited ||Non-Executive Non-Independent Director |
| ||The Andhra Petrochemicals Limited ||Executive-Managing Director |
|Sri Mullapudi Thimmaraja ||Jocil Limited ||Non-Executive Non-Independent Director |
| ||The Andhra Petrochemicals Limited ||Non-Executive Non-Independent Director |
|Dr. P. Kotaiah ||The Andhra Petrochemicals Limited ||Non-Executive Independent Director |
|Sri V.S. Raju ||Jocil Limited ||Non-Executive Independent Director |
| ||NCL Industries Limited ||Non-Executive Independent Director |
|Dr. D. Manjulata ||Jocil Limited ||Non-Executive Independent Director |
| ||The Andhra Petrochemicals Limited ||Non-Executive Independent Director |
A certificate from Nekkanti S R V V SATYNARAYANA & CO. Company SecretariesHyderabad has been received stating that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorof Companies for the Financial Year ended on March 31 2021 by Securities and ExchangeBoard of India (SEBI) or Ministry of Corporate Affairs (MCA) or any such StatutoryAuthority. The same form part of this Report.
d) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2020-21 AND THE DATES ONWHICH HELD
|Sl.No. ||Date of Board Meeting |
|1 ||27-06-2020 |
|2 ||13-08-2020 |
|3 ||10-11-2020 |
|4 ||13-02-2021 |
Information given to the Board:
The Company provides the information as set out in Regulation 17(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 to the Board and BoardCommittees to the extent it is applicable and relevant. Such information is submittedeither as part of agenda papers in advance of the meeting or by way of presentations anddisclosures during the meeting.
Post Meeting Mechanism:
The Important decisions taken at the Board / Board Committee Meetings are communicatedto the concerned departments.
Familiarisation Programme for Directors:
Whenever a new Director is appointed the said Director is apprised in detail thecompliance required under the provisions of the Companies Act 2013 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and other relevant Regulationsand his / her affirmation is taken with respect to the same. The Managing Director alsofamiliarises him / her with the Company's Operations. The details of the familiarisationprogrammes undertaken by the Company are provided in the website of the Company at theweblink: www.theandhrasugars.com
The Non-Executive Independent Directors fulfil the conditions of the independencespecified in Section 149(6) of the Companies Act 2013 and the Rules made thereunder andmeet with requirement of Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A formal letter of appointment as provided in theCompanies Act 2013 and the Regulations has been issued to each Independent Director andplaced on the website of the Company. These appointment letters can be accessed at theweblink: www.theandhrasugars.com
Orientation Programme to Independent Directors is organised at the Plant premises tofamiliarise them about the Plant Operations of the Company. All the Directors participatedin the Programme and acquainted themselves with the entire Operations of the Company.
Chart or a matrix setting out the skills / expertise / competence of the Board ofDirectors specifying the following:
|1 ||Policy ||Policy development ||Ability to identify key issues and opportunities for the Company within the industry and develop appropriate policies to define the parameters within which the organisation should operate. |
| || || ||Qualifications and experience in accounting and/or finance and the ability to: |
| || || ||l analyse key financial statements; |
|2 ||Finance ||Financial performance ||l critically assess financial viability and performance; |
| || || ||l contribute to strategic financial planning; |
| || || ||l oversee budgets and the efficient use of resources; and oversee funding arrangements and accountability. |
|3 ||Risk ||Risk and compliance oversight ||Ability to identify key risks to the organization in a wide range of areas including legal and regulatory compliance and monitor risk and compliance management frameworks and systems. |
|4 ||Leadership || ||Extended leadership experience for a significant enterprise resulting in a practical understanding of organizations processes strategic planning and risk management. Demonstrated strengths in developing talent planning succession and driving change and long-term growth. |
|5 ||Board service and governance || ||Service on a public company board to develop insights about maintaining Board and Management accountability protecting shareholder interests and observing appropriate governance practices. |
|6 ||Sales and Marketing || ||Experience in developing strategies to grow sales and market share build brand awareness and equity and enhance enterprise reputation. |
Skills Identified area(s) of core experience of the members of the Board
|1. ||Sri P. Narendranath Chowdary ||Administration Strategic Planning Policy Development Leadership and Finance |
|2. ||Sri Mullapudi Narendranath ||Sugar Technology Leadership Entrepreneurship Strategic Planning and administration |
|3. ||Sri Mullapudi Thimmaraja ||Entrepreneurship Administration Strategic Planning Board Service and Governance |
|4. ||Sri P. Achuta Ramayya ||Sales and Marketing Strategic Planning Finance |
|5. ||Sri P.S.R.V.K. Ranga Rao ||Technology Leadership Administration |
|6. ||Dr. P. Kotaiah ||Finance Policy and Risk Management |
|7. ||Sri V.S. Raju ||Board Service Governance and Leadership |
|8. ||Dr. A.V. Rama Rao (upto 27.1.2021) ||Policy Development Leadership Sales and Marketing |
|9. ||Sri P.A. Chowdary ||Finance Leadership Board Service and Governance |
|10. ||Dr.(Smt.) D. Manjulata ||Policy Development Leadership Board Service and Governance |
3. CODE OF CONDUCT:
The Board of Directors has adopted the Code of Business Conduct and Ethics forDirectors and Senior Managers of the Company. As required by the Listing Regulations theCode of Conduct for Directors has been suitably amended to include the duties ofIndependent Directors. The said Code has been communicated to the Directors and the SeniorManagers from whom the necessary affirmation has been received with regard to thecompliance of Code. A Declaration in this regard by the Managing Director is furnished atthe end of the Report. The Code has also been posted on the Company's website -www.theandhrasugars.com
4. AUDIT COMMITTEE
a) A qualified and Independent Audit Committee meeting the requirements as stipulatedin the Regulation 18 of SEBI (LODR) Regulations 2015 has been constituted. AuditCommittee consists of 4 Members i.e. 3 Non-Executive Independent Directors Dr. P.Kotaiah Sri V.S. Raju and Sri P. A. Chowdary and 1 Executive Non Independent Director SriP. Achuta Ramayya (w.e.f. 10.11.2020). Dr. P. Kotaiah is Chairman of the Committee. Allthe Members of the Committee are financially literate and have Accounting or relatedFinancial Management experience.
b) The terms of reference of the Audit Committee as detailed hereunder are in terms ofRegulation 18 of the Listing Agreement: i) Oversee the Company's financial reportingprocess and the disclosure of its financial information to ensure that the financialstatement is correct sufficient and credible. ii) Recommending to the Board theappointment re-appointment and if required the replacement or removal of the StatutoryAuditor and fixation of audit fees. iii) Approval of payment to the Statutory Auditors forany other services rendered by them. iv) Review with the management the annual financialstatements and auditor's report thereon before submission to the Board for approval withparticular reference to : a) Matters required to be included in the Directors'Responsibility Statement to be included in the Board's Report b) Changes if any in theaccounting policies and practices and reasons for the same. c) Major accounting entriesinvolving estimates based on exercise of judgement by management d) Significantadjustments made in the financial statements arising out of audit findings. e) Compliancewith listing and other legal requirements relating to financial statements. f) Disclosureof any Related Party Transaction. g) Modified Opinion(s) in the draft Audit Report.
v) Review with the management the quarterly financial statements before submission tothe Board for approval. vi) Review with the Management performance of Statutory andInternal Auditors adequacy of the Internal Control Systems. vii) Review the adequacy ofinternal audit function if any including the structure of the Internal Audit Departmentstaffing and seniority of the official heading the department reporting structurecoverage and frequency of internal audit. viii) Discussions with the Internal Auditors ofany significant findings and follow up thereon. ix) Review the findings of any internalinvestigations by the Internal Auditors into matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board. x) Discussions with the Statutory Auditors before the auditcommences about the nature and scope of audit as well as post-audit discussion toascertain any area of concern. xi) To look into the reasons for substantial defaults inthe payment to the depositors debenture holders shareholders (in case of non-payment ofdeclared dividends) and creditors. xii) To review the functioning of the Whistle Blowermechanism. xiii) Carrying out any other function as is mentioned in the terms of referenceof the Audit Committee.
The Audit Committee also reviews the following information as and when required. a.Management Discussion and Analysis of Financial condition and results of operations; b.Statement of Significant Related Party Transactions (as defined by the Audit Committee) c.Management Letters / Letters of Internal Control Weakness issued by the StatutoryAuditors; d. Internal Audit Reports relating to Internal Control Weaknesses e. Theappointment removal and terms of remuneration of the Chief Internal Auditor shall besubject to review by the Audit Committee.
c) AUDIT COMMITTEE MEETINGS HELD DURING THE FINANCIAL YEAR 2020 -21 AND ATTENDING OF
|S.No. ||Directors Present || ||Date of Audit Committee Meeting || |
| || ||27.06.2020 ||13.08.2020 ||10.11.2020 ||13.02.2021 |
|1. ||Dr. P. Kotaiah ||4 ||4 ||4 ||4 |
|2. ||Sri V.S. Raju ||4 ||4 ||4 ||4 |
|3. ||Sri P.A. Chowdary ||4 ||4 ||4 ||4 |
|4. ||Sri P. Achuta Ramayya || || || || |
| ||(w.e.f. 10.11.2020) ||-- ||-- ||-- ||4 |
G.M.(Fin) & Addl. Secretary Statutory Auditors Addl. G.M. (Fin.) - Internal Auditand Cost Auditors whenever required also attended the Audit Committee Meetings to answerthe queries raised by the Committee Members.
Late Sri M. Palachandra was acted as Secretary to the Committee upto 7.9.2020 afterthat Sri P. V. S. Viswanadha Kumar G.M.(Fin) & Addl. Secretary acts as Secretary tothe Committee.
d) The Audit Committee considers periodically statement of Related Party Transactionsat its meeting.
5. NOMINATION AND REMUNERATION COMMITTEE
a) A Nomination and Remuneration Committee meeting the requirements as stipulated inthe Regulation 19 of the Listing Regulations has been constituted. Nomination andRemuneration Committee consists of 3 Non-Executive Independent Directors Sri V.S. RajuSri P.A. Chowdary and Dr. D. Manjulata.
Sri V.S. Raju is Chairman of the Committee.
b) The Company does not remunerate nor the Company has any pecuniary relationship withthe non-Executive Directors except for the payment of sitting fees for attending eachMeeting of the Board or Committee thereof.
c) The terms of reference of the Nomination and Remuneration Committee as detailedhereunder are in terms of Regulation 19 of the Listing Agreement:
v Identify persons who are qualified to be Directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommend to the Board theirappointment and removal
v Carry out evaluation of every Director's performance
v Formulate the criteria for determining qualifications positive attributes andindependence of a Director and
v Recommend to the Board a Policy relating to the remuneration of the Directors KeyManagerial Personnel (KMP) and employees one level below the KMP.
While formulating the said Policy the Committee should ensure that
v The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully.
v Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and v Remuneration to Directors Key Managerial Personnel andemployees one level below the KMP involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goals.
d) Performance Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualevaluation of its own performance performance of the Directors individually as well asthe evaluation of working of its Committees.
The performance evaluation of Chairman and the Non-Independent Directors was carriedout by the Independent Directors. The Board of Directors expressed its satisfaction overits own performance performance of its Committees and all the Directors individually.
The criteria for nomination of Directors KMP Senior Management Personnel and theirremuneration including criteria for promotion is described in Nomination and RemunerationPolicy of the Company which can be accessed at the weblink: www.theandhrasugars.com.
e) NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD DURING THE FINANCIAL
YEAR 2020-21 AND ATTENDENCE OF DIRECTORS.
|S.No. ||Directors Present || |
Dates of Nomination and Remuneration Committee Meetings
| || ||27.06.2020 ||10.11.2020 ||13.02.2021 |
|1. ||Sri V.S. Raju ||4 ||4 ||4 |
|2. ||Sri P.A. Chowdary ||4 ||4 ||4 |
|3. ||Dr. D. Manjulata ||4 ||4 ||4 |
f) Details of the remuneration paid / payable to the Directors during the year 2020-21are as hereunder:-
| || |
Remuneration paid / payable to the Directors
|Name of Director ||Sitting Fees ||Salaries & Perquisites ||Commission ||Total |
| ||Rs. ||Rs. ||Rs. ||Rs. |
|Sri P. Narendranath Chowdary ||Nil ||5121213 ||38734488 ||43855701 |
|Sri Mullapudi Narendranath ||Nil ||3428949 ||24346328 ||27775277 |
|Sri Mullapudi Thimmaraja ||Nil ||3327577 ||24447700 ||27775277 |
|Sri P. Achuta Ramayya ||Nil ||3055524 ||24719753 ||27775277 |
|Sri P.S.R.V.K. Ranga Rao ||Nil ||2552652 ||15722559 ||18275211 |
|Dr. P. Kotaiah ||260000 ||Nil ||Nil ||260000 |
|Sri V.S. Raju ||425000 ||Nil ||Nil ||425000 |
|Dr. A.V. Rama Rao ||100000 ||Nil ||Nil ||100000 |
|(upto 27.1.2021) || || || || |
|Sri P.A. Chowdary I.R.S.(Retd.) ||390000 ||Nil ||Nil ||390000 |
|Dr. D. Manjulata ||235000 ||Nil ||Nil ||235000 |
Remuneration is fixed and paid to the Managing Directors / Whole-time Directors asapproved by the Shareholders of the Company and is in accordance with and subject to thelimits prescribed by the Companies Act 2013. The Company enters into an agreement withthe Managing Directors / Whole-time Directors relating to their appointment /re-appointment. There is no severance fee.
6. Corporate Social Responsibility (CSR) Committee:
Pursuant to Section 135 of the Companies Act 2013 and the Companies (CSR Rules) 2014CSR Committee was constituted on 27.7.2014. Presently it comprises three Directors viz.Sri P. Narendranath Chowdary Chairman & Managing Director is the Chairman of theCommittee and Sri Mullapudi Thimmaraja Executive and Non-Independent Director and Sri V SRaju Independent Director are the members of the Committee.
The terms of reference of the CSR Committee broadly comprises:
F To formulate and recommend to the Board a Corporate Social Responsibility (CSR)Policy indicating activities to be undertaken by the Company in compliance with provisionsof the Companies Act 2013 and Rules made thereunder
F To recommend the amount of expenditure to be incurred on the CSR activities
F To monitor the implementation of the CSR Policy of the Company from time to time
Meeting and attendance:
| || ||Dates of Corporate Social Responsibility |
| || ||Committee Meetings |
|S.No. ||Directors Present ||10.11.2020 ||13.02.2021 |
|1. ||Sri P. Narendranath Chowdary ||4 ||4 |
|2. ||Sri Mullapudi Thimmaraja ||X ||X |
|3. ||Sri V.S. Raju ||4 ||4 |
The Company formulated CSR Policy which is uploaded on the website of the Company(weblink: www.theandhrasugars.com)
7. Independent Directors Meeting:
The Independent Directors met on 13th March 2021 inter alia to discuss:
v Evaluation of performance of Non-Independent Directors and the Board as a whole.
v Evaluation of performance of the Chairman of the Company taking into account theview of the Executive and Non-Executive Directors
Evaluation of the Quality content and timeliness of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties. Details of Familiarisation Programme for Independent Directors isplaced at weblink: www.theandhrasugars.com
8. SUBSIDIARIES :
a) The Company does not have any material non-listed Indian subsidiary as defined inRegulation 24 of the Listing Regulations regarding Corporate Governance.
b) Company has two Unlisted Subsidiary Companies.
c) Minutes of the Board Meeting of the Unlisted Subsidiary Companies are placed beforethe Board Meeting of the Holding Company.
9. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS:
As on 31.03.2021 Dr. D. Manjulata holds 21500 Equity Shares in the Company. No otherNon-Executive Director holds any Equity Shares in the Company. During the year 2020-21Company has not issued any convertible instruments.
10. MANAGEMENT a) Management Discussion and Analysis forms the part of Annual Report.b) Disclosure by the Management to the Board : Please refer Point No. 14
11. CEO / CFO CERTIFICATION
In accordance with the requirements of Regulation 33 (2) of the Listing Regulations theBoard of Directors of the Company Audit Committee and Auditors have been furnished withthe requisite certificate from the Managing Director and CFO.
12. STAKEHOLDERS' RELATIONSHIP COMMITTEE
a) The Board has constituted Stakeholders' Relationship Committee comprising Sri P.A.Chowdary (Chairman of the Committee - Non-Executive & Independent Director) Sri P.Narendranath Chowdary Chairman and Managing Director of the Company and Sri MullapudiThimmaraja Executive and Non-Independent Director as Members of the Committee. TheCommittee looks into redressal of the Stakeholders' complaints like Transfer of Sharesnon-receipt of Annual Report non-receipt of declared Dividend and other related matters.
b) During the year 2020-21 one Committee Meeting was held on 13-02-2021. The Companyreceived a total number of 9 letters in respect of various matters viz. non-receipt /revalidation of dividend warrants change of address change of Bank account etc. and allof them were attended to and replied to the satisfaction of the Shareholders. As on31.3.2021 there were no pending complaints.
c) ATTENDANCE OF DIRECTORS AT THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELDDURING THE FINANCIAL YEAR 2020-21.
|S.No. ||Directors Present ||Date of Stakeholders' Relationship Committee Meeting 13.02.2021 |
|1. ||Sri P.A. Chowdary ||4 |
|2. ||Sri P.Narendranath Chowdary ||4 |
|3. ||Sri Mullapudi Thimmaraja ||X |
13. ANNUAL GENERAL MEETINGS
a) PARTICULARS OF ANNUAL GENERAL MEETINGS HELD DURING THE LAST THREE YEARS.
| ||Financial Year 1stApril to 31st March || || |
|Financial Year ||Venue ||Date ||Time |
|2017-2018 ||Registered Office VENKATARAYAPURAM TANUKU-534 215 (A.P.) ||26-09-2018 ||3.00 p.m. |
|2018-2019 ||-do- ||23-09-2019 ||3.00 p.m. |
|2019-2020 ||-do- ||26-09-2020 ||3.00 p.m. |
At the last Annual General Meeting there were no Special Resolutions that wererequired to be put through postal ballot.
At the ensuing Annual General Meeting there is no Resolution proposed to be passedthrough postal ballot.
b) SPECIAL RESOLUTIONS PASSED AT THE LAST THREE ANNUAL GENERAL MEETINGS:
|DATE OF AGM ||NO. OF SPECIAL RESOLUTIONS ||SUBJECT MATTER |
|26-09-2018 ||1 ||Loans/Guarantees/Securities to be extended to Subsidiary Companies and Associate Company |
|26-09-2019 ||7 ||Appointment of Independent Directors and Remuneration of Whole-Time Directors exceeding 5% of Net Profit |
|26-09-2020 ||1 ||Appointment of Managing Director |
14. OTHER DISCLOSURES
i. There is no materially significant pecuniary or business transaction of the Companywith its Promoters Directors or the Management their Subsidiaries or relatives etc.that may have potential conflict with the interests of the Company at large.
The Company enters into contracts from time to time with its Directors and Companies orFirms in which the Directors are interested. These contracts are in the ordinary course ofCompany's business and the concerned Directors regularly make full disclosures to theBoard of Directors regarding the nature of their interest. Full particulars of contractsentered into with the parties in which Directors are directly or indirectly concerned orinterested are entered in the Register of Contracts maintained under Section 189 of theCompanies Act 2013 and the same is placed at every Board Meeting for the information ofthe Directors.
ii. There were no instances of non-compliance by the Company penalties stricturesimposed on the Company by Stock Exchange or SEBI or any Statutory Authorities on anymatter related to Capital Markets during the last three years.
iii. Company has a Whistle Blower Policy.
iv. Details regarding Non-Mandatory requirements are enumerated under Point No. 16.
Affirmations and Disclosures:
i) Compliance with governance frame work:
The Company has complied with the applicable mandatory requirements specified in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
ii) Related Party Transactions:
All transactions entered into with the Related Parties as defined under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015during the Financial Year were in the ordinary course of business and on arm's lengthbasis and do not attract the provisions of the Section 188 of the Companies Act 2013.There were no materially significant transactions with the Related Parties during theFinancial Year. Related Party Transactions have been disclosed under the Note No.42 of theFinancial Statements in accordance with Ind AS-24. A statement in summary form oftransactions with Related Parties in the ordinary course of business and on arm's lengthbasis is periodically placed before the Audit Committee for review and recommendation tothe Board.
As required under Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company formulated a Policy for dealing with RelatedParty Transactions. The Policy is available on the website of the Company (weblink:www.theandhrasugars.com)
None of the transactions with Related Parties is in conflict with the interest of theCompany. All the transactions are in the normal course of business and have no potentialconflict with the interest of the Company at large and are carried out on an arm's lengthbasis or at fair value.
iii) Details of Non-compliance by the Company penalties and strictures imposed on theCompany by Stock Exchange or SEBI or any statutory authority on any matter related toCapital Markets during the last three years:
No penalties or strictures were imposed on the Company for non-compliance by StockExchange / SEBI or any authority on any matter related to Capital Markets during the last3 years.
iv) Whistle Blower Policy:
Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated Whistle Blower Policy for vigil mechanism for Directors and employees to reportto the management about the unethical behaviour fraud or violation of Company's Code ofConduct. The mechanism provides for adequate safeguards against victimisation of employeesand Directors who use such mechanism and makes provision for direct access to theChairperson of the Audit Committee in exceptional cases.
v) Disclosure of Accounting Treatment:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantAccounting Policies which are consistently applied are set out in the Notes to theFinancial Statements.
vi) Risk Management:
Board periodically reviews the compliance of all laws regulations and various risksaffecting the Company. Various Risk Management Systems adopted to mitigate the risks arealso reviewed by the Board. Risk Management Policy approved by the Board can be accessedat the weblink: www.theandhrasugars.com
vii) M/s. K.S.Rao & Co. Chartered Accountants are the Statutory Auditor of theCompany. Total fees paid for the year ended 31.03.2021 by the Company and itssubsidiaries on a consolidated basis to the Statutory Auditors including all entities intheir network firm/entity of which they are a part is given below:
|Particulars ||Amount |
| ||(Rs.in Lakhs) |
|As Auditor ||17.00 |
|For Limited Review & Other Certification ||7.99 |
|For Re-imbursement of Expenses ||0.76 |
|Total ||25.75 |
15. MEANS OF COMMUNICATION i. Quarterly Results were not sent to each household ofshareholders since they are being published in leading news papers. ii. QuarterlyHalf-Yearly and Annual Results are published in "The Hindu Business Line" and"Eenadu". iii. The Company displays its periodical results on the Company'sWebsite "www.theandhrasugars.com" as required by the Listing Regulations. iv.Company has not issued any press release nor made any presentations to the investors or toanalysts about its financial results during the year.
v. General Shareholder Information
|(i) Annual General Meeting: || || |
|Date & Time ||: ||23rd September 2021 |
| || ||at 3.00 P.M. |
|Venue ||: ||Registered Office |
| || ||Venkatarayapuram Tanuku - 534 215 |
| || ||West Godavari Dist. (A.P.) |
|(ii) Financial Year ||: ||The Company follows April to March as its Financial Year. The results of every Quarter beginning from April are declared within the time limit prescribed by the provisions of the Listing Regulations. |
|(iii) Date of book closure ||: ||17th September 2021 to 23rd September 2021 |
| || ||(both days inclusive) |
|(iv) Dividend payment date ||: ||29th September 2021 |
|(v) Listing on Stock Exchanges at ||: ||National Stock Exchange |
|(vi) Stock code ||: ||NSE-CODE-ANDHRSUGAR |
|(vii) Stock Market Data ||: ||National Stock Exchange |
|Month ||High ||Low |
| ||Rs. ||Rs. |
|April 2020 ||257.90 ||178.00 |
|May 2020 ||248.95 ||195.10 |
|June 2020 ||278.90 ||215.75 |
|July 2020 ||364.40 ||250.15 |
|August 2020 ||360.00 ||298.60 |
|September 2020 ||329.95 ||283.20 |
|October 2020 ||305.00 ||273.00 |
|November 2020 ||305.80 ||271.00 |
|December 2020 ||347.25 ||288.20 |
|January 2021 ||357.90 ||307.75 |
|February 2021 ||325.00 ||285.45 |
|March 2021 ||344.90 ||289.35 |
|(viii) Performance in comparison to broad-based indices. ||: ||See chart |
|(ix) Registrars & Share Transfer Agents ||: ||Company's Equity Shares are listed on National Stock Exchange with a view to provide liquidity to the Shareholders. As per the SEBI notification the Company's Equity Shares have been compulsorily dematerialised with effect from 25th October 2000. |
|(x) Share Transfer System || ||The Company has appointed XL Softech Systems 3 Sagar Society Road No.2 Banjara Hills Hyderabad - 500 034 as Registrars and Transfer Agents Effective 1.4.2019 transfer of shares of a listed Company can only be effected in dematerialised form in terms of SEBI (LODR) Regulations 2015. Shareholders holding in shares in the certificate form are therefore requested to dematerialise their shares in their own interest. However transfer deeds which were lodged with the Company on or before 31.3.2019 but were returned due to any deficiency processed upon relodgement upto 31.3.2021 only. The Company ob- tains through its Registrars and Share Transfer Agent from a Practising Company Secretary half-yearly certificate of compliance with the Share Transfers Transmissions and Issue of Duplicate Share certificates formalities as required under Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and files through electronic filing a copy of the said certificate with the Stock Exchange. |
(xi) (a) Shareholding pattern as on 31st March 2021
|Category ||No. of Shares held ||% of Shareholding |
|Promoters ||12718466 ||46.92 |
|Financial Institutions Mutual Funds and Banks ||5480 ||0.02 |
|FIIs / OCB's ||196334 ||0.72 |
|NRIs ||262559 ||0.97 |
|Bodies Corporate Trusts and Clearing Members ||2165943 ||7.99 |
|HUF ||499107 ||1.84 |
|Public ||11259189 ||41.54 |
|Total ||27107078 ||100.00 |
(b) Distribution of Shareholding as on 31st March 2021
|Shareholding of Nominal value of ||No. of Shareholders ||% to Total ||Share Amount in Rs. ||% to Total |
|Rs. || || || || |
|Upto 5000 ||19141 ||86.89 ||19900650 ||7.34 |
|5001 to 10000 ||1219 ||5.53 ||9614220 ||3.55 |
|10001 to 20000 ||690 ||3.13 ||10275170 ||3.79 |
|20001 to 30000 ||308 ||1.40 ||7842780 ||2.89 |
|30001 to 40000 ||103 ||0.47 ||3655980 ||1.35 |
|40001 to 50000 ||116 ||0.53 ||5423260 ||2.00 |
|50001 to 100000 ||219 ||0.99 ||16098730 ||5.94 |
|100001 onwards ||233 ||1.06 ||198259990 ||73.14 |
|Total ||22029 ||100.00 ||271070780 ||100.00 |
(xii) Dematerialisation of Equity Shares and liquidity:
The ISIN No. is INE715B01013. As on 31.3.2021 53.89% of Equity Shares have beendematerialised.
(xiii) Outstanding GDRs / ADRs / Warrants of any other Convertible InstrumentsConversion date and
|likely impact on equity ||: ||Nil |
|(xiv) Plant Locations ||: ||1. VENKATARAYAPURAM Tanuku West Godavari Dist. Andhra Pradesh |
| || ||2. KOVVUR West Godavari Dist. Andhra Pradesh |
| || ||3. SAGGONDA Gopalapuram Mandal West Godavari Dist. Andhra Pradesh |
| || ||4. TADUVAI Jangareddygudem Mandal West Godavari Dist. Andhra Pradesh |
| || ||5. BHIMADOLE W.G.Dist. Andhra Pradesh |
| || ||6. PERECHERLA GUNTUR Andhra Pradesh Wind Power Units: |
| || ||7. RAMGIRI Ananthapur Dist. Andhra Pradesh |
| || ||8. (a) Kurichampatti Village |
| || ||(b) Surandai Village Veeranam Region |
| || ||Thirunalvelli District Tamil Nadu. |
| || ||(c) Kundadam Village Tamil Nadu |
| || ||(d) Palladam Village Tamil Nadu |
|(xv) Address for correspondence for all matters including Shares. ||: ||Registered Office: |
| || ||VENKATARAYAPURAM |
| || ||Tanuku - 534 215 |
| || ||West Godavari Dist. Andhra Pradesh |
| || ||Email: firstname.lastname@example.org |
16. NON-MANDATORY / DISCRETIONARY REQUIREMENTS:
Mandatory requirements of the Listing Agreement have been complied with by the Company.Adoption of non-mandatory / Discretionary requirements under Regulations 27(1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations as hereunder:
1. The Board
The Company has an Executive Chairman.
2. Shareholders Rights
The Quarterly and Half-Yearly Results are published in leading English Newspapershaving circulation all over India and also in Telugu Newspapers circulating in theDistrict and are also posted on the Company's website and therefore the same are not sentto the Shareholders individually.
3. Audit Qualification
There are no qualifications proposed by the Statutory Auditors in their Report for theyear ending 31st March 2021 as per the information received from them.
17. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
As provided under Regulation 34(3) and para D of Schedule V to SEBI (ListingObligations and Disclosure Requirments) Regulations 2015 all the Board Members andSenior Management Personnel have affirmed the compliance with The Andhra Sugars LimitedCode of Conduct for the Board of Directors and Senior Management Personnel as applicablefor the year ended 31st March 2021.
|Place : TANUKU ||P. NARENDRANATH CHOWDARY |
|Date : 30.06.2021 ||Chairman and Managing Director |