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Shree Renuka Sugars Ltd.

BSE: 532670 Sector: Agri and agri inputs
NSE: RENUKA ISIN Code: INE087H01022
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VOLUME 1056205
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Mkt Cap.(Rs cr) 2,866
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OPEN 15.35
CLOSE 15.45
VOLUME 1056205
52-Week high 22.40
52-Week low 12.42
P/E
Mkt Cap.(Rs cr) 2,866
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Renuka Sugars Ltd. (RENUKA) - Director Report

Company director report

Dear members

The Board of Directors presents their Twenty-First Annual Report and audited financialstatements for the financial year ended 31st March 2017.

STANDALONE FINANCIAL RESULTS

The highlights of the standalone financial results are as under:

(` in Million)
Particulars FY 2017 FY 2016
Revenues 78921 59873
Profit before financial expenses and depreciation 3097 661
Financial expenses 3657 3407
Depreciation 1438 1458
Profit before provision for tax and exceptional items (1998) (4204)
Exceptional Items - -
Provision for taxation:
- Current - -
- Deferred Tax (759) (1423)
Net Profit/Loss (1239) (2781)
Profit brought forward from the previous year (4171) (1262)
Other Comprehensive Income (4) (3)
Profit available for appropriation (5414) (4046)
Transfer from General Reserves - -
Transfer to Debenture Redemption Reserves (125) (125)
Transitional Impact of change in useful life of assets - -
Retained in the Profit & Loss Account (5539) (4171)

OPERATING HIGHLIGHTS

The Company achieved a turnover of ` 78644.59 million for the year ended 31stMarch 2017 as against ` 59650.01 million for the previous year. The EBITDA for the yearunder review stood at ` 3284.86 million as compared to ` 1638.11 million for theprevious year while the Net Loss stood at ` 1242.82 million as compared to Net Loss of `2783.86 million for the previous year. Analysis of operating performance is covered underManagement Discussion and Analysis which forms part of this Report.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

As the Company has incurred a loss during the year under review your Directors do notrecommend any dividend for the financial year ended 31st March 2017.

The Board of Directors of the Company had approved Dividend Distribution Policy on 1stFebruary 2017 in accordance with Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Policy may be accessed on the Company'swebsite at the link http://www.renukasugars.com/ en/corporate-governance.html

TRANSFER TO RESERVES

Debenture Redemption Reserve is created to the extent of 25% of the non-convertibledebentures (NCDs) equally over the period till maturity of the NCDs as per therequirements of the applicable laws. During the year the Company has created DebentureRedemption Reserve of ` 125 million on outstanding amount of NCDs.

FIXED DEPOSITS

Your Company has not accepted any deposits from public/shareholders in accordance withSections 73 and 74 of the Companies Act 2013.

DEBENTURES

The Company has not raised long term funds through issuance of non-convertibledebentures (NCDs) during the period under review. The Company has extended therepayment/redemption schedule in respect of 11.70% NCDs aggregating to ` 150 crores and11.30% NCDs aggregating to ` 100 crores issued by the Company and listed on BSE Limited.

Accordingly the principal amount of both the aforesaid NCDs will be re-payable by theCompany in the following manner- (a) 15% each in FY 2019-20 and 2020-21 (b) 20% inFY 2021-22 and (c) 25% each in FY 2022-23 and 2023-24. The amount in respect of eachfinancial year will be re-payable in equal quarterly installments at the end of eachcalendar quarter of the relevant financial year commencing from 30 th June2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the business and operations of theCompany is attached to this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA)your company is required to prepare financial statements under Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016 with effect from 1st April 2016.

Ind AS has replaced existing Indian GAAP prescribed under Section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

Accordingly the Company has adopted Indian Accounting Standards (Ind AS) with effectfrom 1st April 2016 with the transition date of 1st April2015 and the financial statements for the year ended 31st March 2017 has beenprepared in accordance of Ind AS. The financial statements for the year ended 31stMarch 2016 has been restated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to subsidiarycompanies joint venture or associates of the Company. Hence the Company and itssubsidiaries have prepared and reported financial statements under Ind AS w.e.f. 1stApril 2016 including restatement of the opening balance sheet as at 1st April2015.

The effect of the transition from IGAAP and Ind AS has been explained by way of areconciliation in the standalone financial statements and consolidated financialstatements.

In accordance with the Accounting Standards 21 and 23 issued by the Institute ofChartered Accountants of India on Consolidated Financial Statements attached are theConsolidated Financial Statements which form part of this Annual Report. TheseConsolidated Financial Statements provide financial information about your Company and itssubsidiaries after elimination of minority interest as a single entity.

A summary of the financial performance of each of the subsidiary associate and jointventure companies in the prescribed Form AOC-1 is provided in the financial statements.

The Company's Policy for Determining Material Subsidiaries may be accessed on theCompany's website at the link http://www.renukasugars.com/ en/corporate-governance.html

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and accounts of each of the subsidiaries of the Company are available on thewebsite of the Company www.renukasugars.com These documents will be made availableto the Members for inspection at the Registered Office of the Company on all working daysexcept Saturdays Sundays and public holidays between 11.00 a.m. and 1.00 p.m. upto thedate of the ensuing Annual General Meeting. The Company will make available the documentsof the subsidiaries upon request by any member of the Company interested in obtaining thesame.

SHARE CAPITAL

The Authorised Share Capital of the Company is ` 1850000000/- divided into1600000000 (One hundred Sixty crores) equity shares of ` 1/- each and 25000000(Two crores Fifty lakhs) preference shares of ` 10/- each. On 31st March 2017the issued subscribed and paid up share capital of your Company stood at ` 945246580comprising 945246580 equity shares of ` 1/- each.

During the year under review the Company has allotted 16435338 equity shares of facevalue of ` 1/- each at a price of ` 16.56 per equity Share aggregating to `272169197.28 to Standard Chartered Bank one of the JLF Lenders in lieu of and againstthe conversion of a part of the loans availed by the Company from Standard Chartered Bank.

On 24th August 2017 the Company has re-classified its Authorised ShareCapital from ` 1850000000/- divided into 1600000000 equity shares of ` 1/- each and25000000 preference shares of ` 10/- each to ` 1850000000/- divided into1600000000 equity shares of ` 1/- each and 2500000 0.01% Redeemable PreferenceShares of ` 100/- each. Further Authorized Share Capital increased from ` 1850000000/-divided into 1600000000 equity shares of ` 1/- each and 2500000 0.01% RedeemablePreference Shares of ` 100/- each to ` 25150000000/- divided into 2900000000 equityshares of ` 1/- each; 510141365 0.01% Compulsorily Convertible Preference Shares of `16.27/- each 94000000 0.01% Redeemable Preference Shares of ` 100/- each and45500000 0.01% Optionally Convertible Preference Shares of ` 100/- each;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 (the Act)Mr. Jean-Luc Bohbot (DIN: 06857132) and Mr. Atul Chaturvedi (DIN: 00175355) Directors ofthe Company retires by rotation and being eligible offers themselves for re-appointmentat the ensuing Annual General Meeting. Mr. Ashit Mallick an Independent Director of theCompany passed away on 10th September 2017.

Dr. B. V. Mehta (DIN: 00895163) was appointed as an Additional Director (w.e.f. 13thNovember 2017) by the Board of Directors to fill-in the casual vacancy caused byunfortunate demise of Mr. Mallick.

Pursuant to recommendation of the Nomination & Remuneration/Compensation Committeethe Board of Directors has subject to approval of the members at the ensuing AnnualGeneral Meeting of the Company approved:

The re-appointment of Mrs. Vidya Murkumbi (DIN:00007588) as Whole-time Directordesignated as Executive Chairperson of the Company for a period of 3 years with effectfrom 1st April 2017.

The re-appointment of Mr. Vijendra Singh (DIN: 03537522) as Whole-time Directordesignated as President (Sugar Mills) for a period of 3 years with effect from 10thMay 2017.

The re-appointment of Mr. Narendra Murkumbi (DIN:00009164) as Vice Chairman &Managing Director for a period of 3 years with effect from 20thSeptember 2017.

The proposals regarding the re-appointment of aforesaid Directors are place for yourapproval.

The Company has received the declarations from the Independent Directors confirmingthat they satisfy the criteria of independence as prescribed under Section 149(6) of theAct and under the provisions of Listing Regulations. The Board recommends the re-appointmentof the aforesaid Directors for members' approval.

Brief resumes of Mrs. Vidya Murkumbi Mr. Vijendra Singh and Mr. Narendra Murkumbiseeking re-appointment/fixation of remuneration as stipulated under Regulation36(3) of the Listing Regulations/Secretarial Standard-2 on General Meetings are given inthe section on Corporate Governance which forms part of this Annual Report. Brief resumesof other directors seeking appointment/re-appointment are given in AGM notice.

During the year under review the Board of Directors and shareholders of the Companyhad appointed Mr. Bhupatrai Premji (DIN: 07223590) and Mr. Dorab Mistry (DIN: 07245114) asIndependent Directors of the Company in terms of the provisions of Sections 149 152 &other applicable provisions of the Act & the Listing Regulations. The Board ofDirectors and shareholders of the Company had also appointed Mr. Stephen Ho Kiam Kong(DIN: 07584449) as Non-Executive Director of the Company.

Mr. Robert Taylor Independent Director ceased to be Director of the Company consequentto his resignation effective from 2nd February 2017. The Board records itssincere appreciation for the valuable contribution made by him during his tenure with theCompany.

Mr. Rupesh Saraiya has been appointed as the Company Secretary & Compliance Officerof the Company w.e.f. 13th November 2017. Mr. Naveen Manghani was the CompanySecretary & Compliance Officer till 31st October 2017.

The Company has received the declarations from the Independent Directors confirmingthat they satisfy the criteria of independence as prescribed under Section 149(6) of theAct and the Listing Regulations.

The policy of the Company on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) of the Act and Listing Regulations adopted by theBoard is appended as Annexure 1 to the Board's Report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has undertaken anevaluation of its own performance the performance of its Committees and of all theindividual Directors based on various parameters relating to roles responsibilities andobligations of the Board effectiveness of its functioning contribution of Directors atmeetings and the functioning of its Committees.

MEETINGS OF THE BOARD

During the year ten meetings of the Board of Directors were held the details of whichare given in the report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with no material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

AUDITORS AND AUDITORS' REPORT

As per the provisions of Section 139 of Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 your Company's statutory auditors M/s. Ashok KumarPrabhashankar and Co. Chartered Accountants Bangalore (Registration No. 004982S) holdoffice until conclusion of the ensuing Annual General Meeting of the Company.

The Audit Committee and the Board of Directors recommend appointment of SRBC & CoLLP Chartered Accountants as the statutory auditors of the Company to hold office for aperiod of 5 years commencing from conclusion of ensuing Annual General Meeting till theconclusion of 26th Annual General Meeting of the Company subject toratification of their appointment on by the members at every Annual General Meeting.Accordingly a resolution proposing appointment of SRBC & Co LLP CharteredAccountants (FRN-324982E/E300003) as the statutory auditors of the Company for a period of5 consecutive years commencing from conclusion of 21st Annual GeneralMeeting of the Company forms part of the Notice convening this Annual General Meeting ofthe Company.

SRBC & Co LLP have confirmed their eligibility and are not disqualified forappointment under the Companies Act 2013 and the Chartered Accountants Act 1949 or theRules and Regulations made thereunder.

The Auditors' Report to the Members on the Accounts of the Company for the year ended31st March 2017 does not contain any qualification or adverse remark.

The Board places on record its appreciation for the contribution of Ashok KumarPrabhashankar and Co Chartered Accountants during their tenure as the statutory auditorsof your Company.

SECRETARIAL AUDITORS

The Board had appointed M/s. Sanjay Dholakia & Associates Practicing CompanySecretary (Membership No. 2655) to conduct the Secretarial Audit for the financial year2016-17. The Secretarial Audit Report for the financial year ended 31st March 2017 isannexed herewith at Annexure 2 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

COST AUDITORS

The Board has appointed M/s. B. M. Sharma & Co Cost Accountants as the costauditors (Registration No. 00219) of the Company to conduct the Cost Audit for thefinancial year 2017-18 the Cost Audit Report for which will be submitted to the CentralGovernment before the due date.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per the Companies Act 2013 and the rules framed thereunder relating toconservation of energy technology absorption foreign exchange earnings and outgo formspart of this Report and is annexed hereto at Annexure 3.

CORPORATE GOVERNANCE

Your Company meets all the mandatory requirements as stipulated under the provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Reporton Corporate Governance along with its compliance composition theAuditors'Certificate anddetails of memberships of various committees viz. Audit Committee Nomination &Remuneration/ Compensation Committee CSR Committee etc. forms part of this Report and isannexed hereto.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Certificateis attached with this CEO/CFO AnnualReport.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended as Annexure 4 to thisReport.

EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration/Compensation Committee of the Board of Directors of theCompany inter alia administers and monitors the SRSL Employees Stock Option Plan-2011("Scheme") of the Company in accordance with applicable SEBI regulations. Thedisclosure relating to the Scheme and other relevant details are available on theCompany's website at the link http://www.renukasugars.com/en/corporate-governance.html

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts/arrangements entered by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.Therefore the disclosure in AOC-2 is not applicable for the financial year 2016-17. Thedetails of transactions with related parties are given in notes to the financialstatements. All transactions with related parties were in the ordinary course of businessand on an arm's length basis. Details showing the disclosure of transactions with relatedparties as required under Ind AS-24 are set-out in the financial statements.

The Company's Policy on Related Party Transactions may be accessed on the Company'swebsite at the link http://www.renukasugars.com/en/corporate-governance.html

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to Corporate Social Responsibility (CSR) by catering to theneeds of the weaker sections of the society. Pursuant to the provisions of the Section 135of the Companies Act 2013 (the Act) your Company has constituted a CSR Committee of theBoard of Directors to monitor the CSR activities of the Company. The details relating tothe CSR Committee are described in the Corporate Governance Report forming part of thisAnnual Report.

CSR Committee formulated and recommended to the Board the CSR Policy of the Companyand it has been approved by the Board of Directors of the Company. The CSR Policy of theCompany may be accessed on the Company's website at the link http://www.renukasugars.com/en/corporate-governance.html

The report on the CSR activities is provided at Annexure 5 to the Board's Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company being in the top 500 companies by market capitalization on NationalStock Exchange of India Limited and BSE Limited as on 31st March 2017 isrequired to give a ‘Business Responsibility Report' (BRR) in the Annual Report. As aGreen Initiative BRR has been hosted on Company's website at the link http://www.renukasugars.com/en/corporate-governance.html

A physical copy of the BRR will be made available to members on request.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (MGT-9) of the Company is annexed herewith as Annexure 6 tothis Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

The Company has adopted a Risk Management Policy which is reviewed on a periodic basisin order to recognize assess and reduce exposure to risks wherever possible. TheCompany's Risk Management Policy is based on the philosophy of achieving substantialgrowth while mitigating and managing risks involved.

The Company's internal control systems with reference to the financial statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations. Periodic audits and checks are conducted and the controls to preventdetect and correct any irregularities in the operations have been laid down by theCompany.

WHISTLEBLOWER POLICY

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Companies Act 2013 the Company has in place a Whistleblower Policy/VigilMechanism to deal with unethical behavior victimisation fraud and other grievances orconcerns of directors and employees. The Whistleblower Policy can be accessed on theCompany's website at the link http://www.renukasugars.com/ en/corporate-governance.html

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("the Act") and Rules made thereunderyour Company has constituted Internal Complaints Committees.

During the year there were no complaints received by the Company under the Act.

HUMAN RESOURCES (HR)

The Company's HR policies and procedures are designed to recruit and retain the besttalent to support the operations of your Company and to align the interest of employeeswith the long term organisational goals.

MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE

Update on Brazil operations :

The Company's Brazilian subsidiary viz. Shree Renuka Do Brasil Participacoes Ltda(SRDBPL) together with all of its subsidiaries (collectively ‘Renuka Brazil') had on28th September 2015 filed for protection under Judicial Recovery Law (Law11.101/2005-Recuperacao Judicial) in the designated court in the capital of the state ofSao Paulo. In July 2016 the designated court had approved the Re-organisation Plan of oneof the subsidiaries of the Company at Brazil viz. Renuka Vale do Ivai S/A (Renuka VDI).In June 2017 Renuka VDI filled an amendment to the judicial reorganization plan beforecourt. On 14th July 2017 a petition was filed by Renuka VDI requesting theconvening of a new General Creditors' Meeting to 26th September 2017 (1stcall) and 10th October 2017 (2nd call). The meeting is suspendedtill 12th December 2017. or In case of another Brazilian subsidiary vizRenuka Do Brasil S/A (RDB) auction notices for sale of UPI Revati were published in July2017 in the newspapers and the auction was scheduled on 4th September2017. However on 1st September 2017 Supreme Court of Sao Paulo grantedinjunction to Banco Nacional do Desenvolvimento (BNDES Bank) appeal to suspend the AmendedRJ Plan and its effects. The Amended RJ Plan is suspended until this moment. The Companyis making efforts to get the injunction lifted.

Debt Restructuring Plan:

The Company has executed a binding investment agreement on 27th July 2017with Wilmar Sugar Holdings Pte Ltd (WSH) and is in the process of implementing a DebtRestructuring Package which would amongst other things entail the following:

WSH making an additional investment of ` 783.96 Crores in the Companyfor the purpose of up-front repayment and settlement of part of the Debts and to fundworking capital requirements of the Company;

lenders converting part of the Debts into equity shares and convertiblesecurities of the Company;

waiver of part of the Debts; and

restructuring of the remaining Debts through changes in the repayment termson the terms of a restructuring package.

The Company hopes that this exercise once completed would significantly pare its debtburden and interest cost in India and would also free the Company of all guarantees andobligations related to its overseas subsidiaries.

The Restructuring Package would be subject to the necessary regulatory finalsanctionsapprovals and from the banks.

OTHER DISCLOSURES/REPORTING

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 orotherwise.

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

• orders were passed No significant by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.

APPRECIATION & ACKNOWLEDGEMENTS

The Board wishes to place on record its gratitude for the assistance and co-operationreceived from the financial institutions banks government authorities customersvendors and cane growers and finally to all its members for the trust and confidencereposed on the Company. The Board further wishes to record its sincere appreciation forthe significant contributions made by employees at all levels for their competencededication and contribution towards the operations of the Company.

For and on behalf of the Board
Vidya Murkumbi
Chairperson
13th November 2017 Mumbai

ANNEXURE 3

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER SECTION 134(3) OF COMPANIES ACT2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014.

A. CONSERVATION OF ENERGY

(i) Steps taken for conservation of energy

Athani:

1. The replacement of existing Halogen street lights (MV/SV lamps) and office CFL withLighting Emitting Diode (LED) started gradually to reduce power consumption.

2. Auto Power Factor control system installed due to this penalty on Reactive poweravoided.

3. Provision made for VFD (15 KW) one number for 4th mill motor blowercooling fan. Existing 2900 speed reduced to 2500 rpm the saving of power recorded 48kwh per day.

Havalga:

1. Adopted demand controller (Intelligence manager) for critical equipment and providedinterlock between non critical equipment to avoid the maximum demand while importing thepower.

Panchganga:

Provision of VFD made for following equipments.

1) Mill 24" x 48" : Cane Carrier & Cut cane

Carrier – 2 Nos.

2) Sulphured Juice Pump – 1 No.

3) 1000 SK Juice transfer pump – 1 No.

4) Syrup pump – 1 No.

With installation of above VFDs saving of power recorded 1652 kwh per day.

B. TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption: Panchaganga:

1) One 60 MT batch Pan with 65 MT

Crystalliser installed to adopt three & half massecuite boiling to reduce finalmolasses purity and reduction in final molasses purity achieved by 1 unit.

2) 2 Nos. IC make six deck sugar grader installed instead of 4 Nos. of old four decksugar graders to improve sugar grading. Sugar gradation improved considerably & thereis no customer complaint of sugar mixing.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

Nil.

(iii) Details regarding imported technology (imported during last three years reckonedfrom the beginning of the financial year):

(a) The details of technology imported Nil
(b) The year of import Not Applicable
(c) Whether the technology been fully absorbed Not Applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable

(iv) Expenditure incurred on Research and Development:

Nil.

ANNEXURE 4

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 are as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for Financial Year (FY) 2016-17 % increase in Remuneration in the Financial Year 2016-17 Ratio of remuneration of each Director to median remuneration of employees
(` in Million)
1 Mrs. Vidya Murkumbi 17.37 37.53% 69.46
Executive Chairperson
2 Mr. Narendra Murkumbi 19.48 55.46% 77.89
Vice Chairman & Managing Director
3 Mr. Vijendra Singh 4.92 (60.76%) 19.66
Executive Director
4 Mr. Sanjay K. Asher 0.53 (21.93%) 2.11
Independent Director
5 Mr. Robert Taylor @ 0.20 60.67% 0.80
Independent Director
6 Mr. Hrishikesh Parandekar 0.63 (11.09%) 2.51
Independent Director
7 Mr. S. K. Tuteja 0.65 (3.44%) 2.61
Independent Director
8 Mr. Ashit Mallick * 0.25 (49.88%) 1.00
Independent Director
9 Mr. Atul Chaturvedi - NA NA
Non-Executive Director
10 Mr. Jean-Luc Bohbot - NA NA
Non-Executive Director
11 Mr. Stephen Ho Kiam Kong - NA NA
Non-Executive Director
12 Mr. Bhupatrai Premji 0.23 100.00% 0.90
Independent Director
13. Mr. Dorab Mistry - NA NA
Independent Director
14 Mr. K. K. Kumbhat 25.06 32.60% 100.22
Chief Financial Officer
15 Mr. Naveen Manghani # 2.40 Nil 9.59
Company Secretary

Note - Remuneration to Independent Directors consists only of sitting fees paid for FY2016-17.

@ Mr. Robert Taylor ceased to be Director w.e.f. 2nd February 2017.

* Mr. Ashit Mallick passed away on 10th September 2017.

# Mr. Naveen Manghani ceased to be the Company Secretary w.e.f. 31stOctober 2017 end of day.

(ii) The median remuneration of employees of the Company during the financial year was`0.25 million.

(iii) In the financial year there was an increase of 8.89% in the median remunerationof employees.

(iv) The number of permanent employees on the rolls of Company as on 31stMarch 2017 were 1966.

(v) Average percentage decrease in the salaries of employees other than the managerialpersonnel in the financial year 2016-17 was 0.88% and increase in the managerialremuneration was by 16.70%.

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyof the Company

Information relating to particulars of employees under Section 197 of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under:

(i) The name of top ten employees in terms of remuneration drawn:

Sr. No. Name and Designation Remuneration Received Qualifications Total Experience Date of Commencement of Employment Age in Year Previous Employment
(` in Million) (No. of years)
1 Mr. K. K. Kumbhat 25.06 B.Com ACA ACS 36 12th March 2008 58 Ashapura Minechem Ltd.
Chief Financial Officer
2 Mr. Narendra Murkumbi 19.48 BE (E&C) 20 20th September 47 -
Vice Chairman & Managing Director PGDM (IIM) Ahmedabad 1997
3 Mrs. Vidya Murkumbi 17.37 B.Sc. Doctorate by Karnataka State Bijapur Woman's University 34 1st April 2004 69 -
Executive Chairperson
4 Mr. Ravi Gupta 9.92 B.Com PGD (Forestry Management) 26 1st May 2013 47 Noble Natural Resource India Pvt. Ltd.
President (Corporate)
5 Mr. Ashok Kumar Sharma 9.14 BE (MECH) BOE 41 5th September 2011 67 Uttam Sugars Ltd.
Senior Vice President (Operations)
6 Mr. Shripad Nerlikar 9.07 B.Sc. (AGRI) 40 1st October 2003 61 Halasidhanath SSK Ltd.
Executive Director (Cane)
7 Mr. Anil Joshi 7.04 B. Com Diploma (Personal Management & Business Management) 37 16th February 2015 57 KEC International Limited
Senior Vice President (HR)
8 Mr Sanjay Kumar Bansal 5.83 B. Sc & CA 15 7th December 2013 41 ABG Group
Senior General Manager (Finance)
9 Mr. Sanjay Kumar Goyal 5.33 M.com FCA & DISA(ICAI) 25 29th April 2011 48 Bajaj Hindustan Ltd.
Vice President (Accounts & MIS)
10 Mr. Barun Kumar Sarangi 5.00 BE (MECH) PGD (Sugar Engineering) 27 28th June 2011 48 Saraya Industries Ltd.
Vice President

(ii) Employed throughout the financialyear was in receipt of remuneration for thatyear which in aggregate was not less than ` 10200000/-

(`In Million)
Sr. No. Name and Designation Remuneration received (Rs.) Qualifications Total Experience (No. of Years) Date of commencement of Employment Age in Year Previous Employment
1 Mrs. Vidya Murkumbi 17.37 B. Sc. Doctorate by Karnataka State Bijapur Woman's University 34 1st April 2004 69 -
Executive Chairperson
2 Mr. Narendra Murkumbi 19.48 BE (E&C) PGDM 20 20th September 1997 47 -
Vice Chairman & Managing Director (IIM) Ahmedabad
3 Mr. K. K. Kumbhat 25.06 B.Com ACA ACS 36 12th March 2008 58 Ashapura Minechem Ltd.
Chief Financial Officer

(iii) Employed for the part of the year was in receipt of remuneration in aggregatenot less than ` 850000/- per month

(` In Million)
Sr. No. Name and Designation Remuneration received (Rs.) Qualifications Total Experience (No. of Years) Date of commencement of Employment Age in Year Previous Employment
1 Mr. Vijendra Singh* 4.92 B. Sc. PGD (SUGAR TECH) 33 15th September 2010 57 Bajaj Hindusthan Ltd.
President (Sugar Mills)

* Employed for the period December 2016 to March 2017.

- None of the employees is covered under Rule 5(3) (viii) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 of Section 197 of the Companies Act2013.

- The nature of employment in all cases is contractual. Mrs. Vidya Mukumbi and Mr.Narendra Mukumbi are related to each other.