Dear Members,
In accordance with the Companies Act, 2013 ("the Act") and
Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors
("the Board") of Shree Renuka Sugars Limited ("the Company") present
their Twenty-Nineth Annual Report and Audited Financial Statements for the financial year
ended 31st March 2025.
Standalone Financial Results
The highlights of the standalone financial results are as under:
(H in Mn.)
Particulars |
FY 2024-25 |
FY 2023-24 |
Total Income |
104,240 |
108,981 |
| Earnings before interest, taxes, depreciation
and amortization and foreign exchange loss |
7,206 |
7,195 |
| Foreign exchange loss (net) |
385 |
334 |
| Financial expenses |
7,229 |
8,276 |
| Depreciation |
2,628 |
2,520 |
Profit/(Loss) before provision for tax |
(3,036) |
(3,935) |
Provision for taxation: |
|
|
| - Income Tax relating to earlier years |
- |
21 |
| - Deferred Tax |
(478) |
1,639 |
Net Profit/(Loss) |
(2,558) |
(5,595) |
Total Comprehensive Income/(Loss) |
(2,255) |
(5,824) |
| Retained Earnings and Items of Other
Comprehensive Income |
(36,882) |
(31,236) |
| (OCI) brought forward from the previous year |
|
|
| Changes in Retained Earnings |
(1,816) |
(4,841) |
| Changes in Items of OCI |
(633) |
(805) |
| Closing Retained Earnings and Items of OCI |
(39,330) |
(36,882) |
Operating Highlights
The Company achieved total income of H 104,240 Mn. (PY: H 108,981 Mn.)
for the year ended 31st March 2025. The EBITDA (excluding foreign exchange loss) for the
year under review stood at H 7,206 Mn. (PY: H 7,195 Mn.) while the Net Loss stood at H
2,558 Mn. (PY Net Loss: H 5,595 Mn.) i.e., reduction of 54% in Net Loss. Analysis of
operating performance is covered under the Management Discussion and Analysis
("MDA") Report which forms part of this Annual Report.
There have been no material changes and commitments, which affect the
financial position of the Company, that have occurred between the end of the financial
year to which these financial statements relate and on the date of this Annual Report.
Changes in the nature of business
During the year under review, the Company did not undergo any change in
the nature of its business.
Material events during the year under review
There have been no material events that have occurred in the Company
during the year under review except for the one mentioned under the head "Material
updates about Subsidiary Companies" to which Shareholders can refer.
Dividend & Dividend Distribution Policy
Since the Company has carried forward losses as on 31st March 2025,
your Directors have not recommended any dividend for the financial year ended 31st March
2025. The Company has formulated the Dividend Distribution Policy which can be accessed on
the Company's website at
https://renukasugars.com/pdf/corporate-governance/dividend-distribution-policy.pdf.
Transfer to Reserves
During the year under review, your Company has not transferred any
amount to the Reserves.
Deposits
During the year under review, your Company has not accepted any
deposits from the public within the meaning of Sections 73 and 74 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.
Management Discussion and Analysis Report
The MDA Report on the business and operations of the Company is given
in a separate section and forms part of this Annual Report.
Subsidiary Companies and Consolidated Financial Statements
As stipulated by Regulation 33 of the SEBI Listing Regulations, the
Consolidated Financial Statements have been prepared by the Company in accordance with the
applicable Accounting Standards. The Audited Consolidated Financial Statements together
with the Auditors' Report thereon, forms part of this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the
salient features of the financial statements of each subsidiary, in the prescribed Form
AOC-1 is provided in the financial statements forming part of this Annual Report.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the
highlights of performance of subsidiaries and their contribution to the overall
performance of the Company during the period under review are provided in the notes to
Consolidated Financial Statements forming part of this Annual Report. There was no
material change in the nature of business of any of the subsidiaries during the year.
Pursuant to Section 136 of the Act, the Audited Standalone and
Consolidated Financial Statements, and related information of the Company and accounts of
each of the subsidiaries of the Company are available on the website of the Company at
https:// renukasugars.com/financials/. These documents of the Company will be made
available to the Shareholders for inspection electronically, upon request, up to the date
of the ensuing Annual General Meeting ("AGM"). The Company will make available
the documents of the subsidiaries upon request by any Shareholder of the Company
interested in obtaining the same.
Subsidiaries/Joint Ventures/Associates
As on 31st March 2025, the Company has 5 subsidiaries (including 4
wholly owned subsidiaries). The Company does not have Joint Ventures (JVs) and Associate
Companies (ACs) classified as such under the Act.
During the year under review, the following changes occurred in the
Company's holding structure:
The Hon'ble National Company Law Tribunal, Bengaluru Bench
vide its Order dated 22nd October 2024, has approved the scheme of merger of Monica
Trading Private Limited, Shree Renuka Agri Ventures Limited & Shree Renuka Tunaport
Private Limited ("Transferor Companies"), wholly owned subsidiaries of the
Company, with the Company with an appointed date of 1st April 2022.
The merger became effective from 6th December 2024.
On 22nd November 2024, Renuka Commodities DMCC ("Renuka
Dubai") (based out of Dubai), a wholly owned subsidiary of the Company sold its
17.12% stake in Shree Renuka Global Ventures Limited ("SRGVL") (based out of
Mauritius), to Freeway Trading Limited at a consideration of USD 4,325. As a consequence
of this sale by Renuka Dubai, SRGVL and its step-down subsidiaries ceased to be associates
of the Company with effect from 22nd November 2024.
During the year under review, the Board revised the Policy for
Determining Material Subsidiaries of the Company with effect from 11th February 2025 to
align with the current laws and regulations. The Company's revised Policy can be
accessed on the Company's website at https://renukasugars.com/pdf/corporate-
governance/material-subsidiaries-policy.pdf.
Material updates about Subsidiary Companies
Merger of subsidiary companies with the Company
The Board at their meeting held on 24th May 2022, had given an
in-principle approval for Scheme of Merger of Monica Trading Private Limited, Shree Renuka
Agri Ventures Limited and Shree Renuka Tunaport Private Limited, wholly owned subsidiaries
of the Company, with the Company ("Transferee Company"). The National Company
Law Tribunal (NCLT), Mumbai Bench approved the Scheme of Merger of the Transferor
Companies with the Company and issued a certified copy of the Order which is filed in Form
INC-28 with the Registrar of Companies, Mumbai (ROC).
The approval on the application filed with NCLT Bench at Bengaluru was
received on 22nd October 2024, which become effective from 6th December 2024 consequent to
the approval given by the Registrar of Companies, Karnataka to the Form INC-28 filed by
the Transferor Companies and the Transferee Company.
As a result of this, the Transferor Companies were merged with the
Company with effect from 6th December 2024.
Share Capital
Authorised Share Capital
Share Capital |
as on 1st April 2024 |
as on 31st March 2025 |
| i) Equity Share |
H 8,000 Mn. |
*H 8,251.10 Mn. |
| Capital |
(8,000,000,000 Equity Shares of Re. 1 each) |
(8,251,100,000 Equity Shares of Re. 1 each) |
| ii) Preference |
H 17,150 Mn. |
H 17,150 Mn. |
| Share Capital |
(171,500,000 Preference Shares of H
100 each) |
(171,500,000 Preference Shares of 100 each) |
Total Authorised |
J 25,150 Mn. |
J 25,401 Mn. |
Share Capital |
|
|
*During the year, Equity Share Capital was increased due to the merger
of the Company's wholly owned subsidiaries with the Company w.e.f. 6th December 2024.
Issued, Subscribed and Paid-up Share Capital
Issued, Subscribed and Paid-up Share Capital as on 31st March 2025
| Equity Share Capital |
H 2,128.49 Mn. |
|
(2,128,489,773 equity shares of Re. 1 each
fully paid- up) |
During the year there was no change in the Issued, Subscribed and
Paid-up Share Capital of the Company. There were no instances where the Company failed to
implement any corporate action within the specified time limit. As on 31st March 2025,
99.88% of the total paid- up Equity Share Capital of the Company stands in dematerialized
form.
Board of Directors and Key Managerial Personnel
Appointment/Re-appointment of Directors
Pursuant to the provisions of Section 152 of the Act, Mr. Ravi Gupta
(DIN: 00133106), the Executive Director and Mr. Charles Loo Cheau Leong (DIN: 08737827),
the Non-Executive Director of the Company, are liable to retire by rotation at the ensuing
AGM and being eligible, offer themselves for re-appointment. The Board recommends their
re-appointment at the ensuing AGM.
In accordance with Section 149 and other applicable provisions, if any,
of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, the
SEBI Listing Regulations and pursuant to the recommendation made by the Nomination and
Remuneration Committee and approval by the Board of Directors at its meeting held on 11th
February 2025 and the Shareholders of the Company on 21st March 2025 through Postal
Ballot, Mr. Seetharaman Sridharan (DIN: 01773791) and Mr. Siraj Hussain (DIN: 05346215)
were re-appointed as the Independent Directors of the Company for a second consecutive
term of 5 (five) years w.e.f. 9th August 2025. As per Regulation 17(1A) of the SEBI
Listing Regulations, the Shareholders also approved continuation of Directorship of Mr.
Seetharaman Sridharan (DIN: 01773791), as the Independent Director of the Company after
him attaining the age of 75 years during his second term as the Independent Director.
The Board of Directors, on the recommendation of Nomination and
Remuneration Committee, at their meeting held on 7th August 2025 appointed Mr. Dorab
Mistry (DIN: 07245114) as the Independent Director of the Company with effect from 1st
November 2025 for a term of 5 (five) consecutive years, subject to approval of the
Shareholders. The Board recommends his appointment to the Shareholders at the forthcoming
AGM. Accordingly, a resolution seeking Shareholders approval for the appointment of Mr.
Mistry and also his continuation as the Independent Director on attaining the age of 75
years during his term, forms part of the Notice convening the ensuing AGM.
Dr. B.V. Mehta (DIN: 00895163), Independent Director of the Company
will retire with effect from end of business hours on 12th November 2025, upon completion
of his second consecutive term of five years as the Independent Director of the Company.
The Board places on record its deep appreciation for the invaluable
contributions of Dr. Mehta to the proceedings of the Board and the Committees of which he
was a member, during his tenure as an Independent Director.
The Shareholders can refer to the Notice of the AGM to get all required
disclosures and details in respect of the Directors seeking appointment/re-appointment at
the ensuing AGM.
Independent Directors
The Company had 6 (six) Independent Directors on the Board during the
year and as on 31st March 2025.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, expertise and experience and they hold the
highest standards of integrity.
The Company has received the declarations from the Independent
Directors of the Company confirming that:
a) they meet the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and there has been
no change in the circumstances which may affect their status as an Independent Director
and that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence and that
they are independent of the management; and
b) they have registered their names in the Independent Directors'
data bank maintained by Indian Institute of Corporate Affairs in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 . The Independent Directors have also affirmed that they have complied with
the Company's Code of Business Conduct & Ethics and Code for Independent
Directors prescribed in Schedule IV to the Act.
Key Managerial Personnel (KMP)
In accordance with the provisions of Section 2(51) and Section 203 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following are the KMP of the Company as on 31st March 2025:
Mr. Atul Chaturvedi, Executive Chairman
Mr. Vijendra Singh, Executive Director & Dy. CEO
Mr. Ravi Gupta, Executive Director
Mr. Sunil Ranka, Chief Financial Officer
Mr. Deepak Manerikar, Company Secretary
During the year under review, there were no changes to the KMP of the
Company.
Cessation of Directors
During the year under review, none of the Directors resigned from the
Board of the Company.
None of the Directors are disqualified under Section 164 of the Act.
Further, they are not debarred from holding the office of Director pursuant to the Order
of the Securities Exchange Board of India ("SEBI") or any other authority.
Nomination and Remuneration Policy
The policy of the Company on Directors' and Senior
Managements' appointment and remuneration including criteria for determining their
qualifications, positive attributes, independence of a Director and other matters provided
under Section 178(3) of the Act and the SEBI Listing Regulations is adopted by the Board.
We affirm that the remuneration paid to the Directors and the Senior Management is as per
the terms laid out in the Nomination and Remuneration Policy of the Company.
During the year under review, the Board has revised the Nomination and
Remuneration Policy of the Company with effect from 11th February 2025 to align with the
current laws and regulations. The revised policy can be accessed on the website of the
Company at
https://renukasugars.com/pdf/corporate-governance/nomination-and-remuneration-policy-amended-9-8-2022.pdf.
Performance Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has undertaken an evaluation of its own performance, the performance of its
Committees and of all the individual Directors based on various parameters relating to
roles, responsibilities and obligations of the Board, effectiveness of its functioning,
contribution of Directors at meetings and the functioning of its Committees. Detailed
questionnaires were circulated covering various parameters relevant for the evaluation of
the Board and Committees. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors in their separate
meeting. The Board expressed their satisfaction with the evaluation process.
The meeting of Independent Directors of the Company was held on 19th
March 2025 to discuss matters as per the provisions of the Act and the SEBI Listing
Regulations.
Board Meetings & Committees of the Board
Board Meetings
During the year under review, 4 (four) Board Meetings were held. For
further details, please refer to the Report on Corporate Governance, which forms a part of
this Annual Report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
The following statutory committees are constituted by the Board, which
function according to their respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details of composition, terms of reference, number of meetings held and
other details for respective Committees are given in the Report on Corporate Governance,
which forms a part of this Annual Report.
Compliance with Secretarial Standards
During the year under review, the Company has complied with all the
mandated Secretarial Standards issued by the Institute of Company Secretaries of India.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Act:
that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with no material departures;
that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
31st March 2025 and of the loss of the Company for the year ended on that date;
that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
that the Directors have prepared the annual accounts on a going
concern basis;
that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
Auditors and Auditors' Report
Statutory Auditors
M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No:
324982E/E300003) were re-appointed as the Statutory Auditors of the Company at the 26th
Annual General Meeting held on 16th September 2022, for a second term of five consecutive
years to hold office from the conclusion of the 26th Annual General Meeting till the
conclusion of 31st Annual General Meeting. The Report given by M/s. S R B C & CO LLP,
on the financial statements of the Company for the financial year 2024-25 forms part of
this Annual Report. There are no qualifications, reservations, adverse remarks or
disclaimers given by the Auditors in their Report.
Secretarial Auditors
M/s. GDR & Partners LLP, Company Secretaries (Firm Registration No:
L2024KR016500), were appointed as the Secretarial Auditors of the Company for a period of
five consecutive years, commencing from FY2025-26 to FY2029-30, at the Board Meeting held
on 7th August, 2025, based on the recommendation of the Audit Committee, subject to
the approval of the Shareholders at the ensuing AGM of the Company. They will undertake
secretarial audit as required and issue the necessary Secretarial Audit Report for the
aforesaid period in accordance with the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations. They have confirmed that their appointment
complies with the eligibility criteria in terms of the SEBI Listing Regulations. The
resolution seeking Shareholders approval for their appointment forms part of the Notice
convening the ensuing AGM.
The Secretarial Audit Report issued by M/s. DVD &
Associates,PracticingCompanySecretary(Membership No. F6055/ CP No. 6515) for the financial
year 2024-25 confirms that the Company has complied with the provisions of the Act,
Rules, Regulations and Guidelines and it does not contain any qualifications, reservations
or adverse remarks or disclaimers except the instances of delay in filing of intimation/
announcement with the Stock Exchanges as mentioned in Point No. (v)(i) of the said Report.
The Secretarial Audit Report is provided as Annexure I to this Report.
As per the requirements of the SEBI Listing Regulations, Secretarial
Audit Report of Anamika Sugar Mills Private Limited ("ASMPL"), material unlisted
subsidiary of the Company, issued by M/s.NAM & Associates, Practising Company
Secretary is provided as Annexure II to this Report. The Secretarial Audit Report
of ASMPL confirms that they have complied with the provisions of the Act, Rules,
Regulations and Guidelines and it does not contain any qualifications, reservations or
adverse remarks or disclaimers.
Explanation to the comments of Secretarial Auditors
In respect of the Secretarial Auditors' comments in their Report
dated 3rd July 2025 on delay in filing Outcome of Board Meeting held on 29th May 2024, and
a few instances wherein there was delay in filing intimations of notices/penalties
received by the Company under Regulation 30 of the SEBI Listing Regulations, your
Directors would like to state that the Company is committed to comply with all the
applicable laws and regulations, and has a robust mechanism to ensure compliance with the
same. Serious cognizance has been taken of the delayed compliance reported by the
Secretarial Auditors in their Report. All possible measures are being taken to ensure that
the compliance mechanism is further strengthened to avoid any such non-compliances or
delays in the future.
In respect of the delay in filing the Outcome of the Board Meeting held
on 29th May 2024, inter-alia, for approval of the Financial Results, your Directors would
like to clarify that the delay in filing was caused by internet connectivity issues
resulting from technical glitches at the Company's end. This delay was due to factors
beyond our control and hence purely unintentional and without any mala fide intention. It
may also be noted that the Board Meeting concluded after trading hours on 29th May 2024
and hence there was no effect on the price of the securities of the Company due to late
filing of the outcome. Furthermore, no unpublished price- sensitive information was
disclosed prior to the filing of the outcome with the Stock Exchanges.
In respect of the delay in filing intimations of notices/ penalties
received by the Company, your Directors would like to state that the delay was due to late
receipt of the intimation from the concerned teams. This delay was purely unintentional
and without any malafide intention.
Cost Auditors
The Board has appointed M/s. B. M. Sharma & Co, Cost Accountants,
as the Cost Auditor to audit the cost records of the Company. The Board, based on the
recommendation of the Audit Committee has approved their appointment, for conducting the
cost audit for financial year 2025-26. The remuneration payable to the Cost Auditor is
subject to approval by the Shareholders of the Company. Accordingly, a resolution seeking
Shareholders approval for the remuneration payable to M/s. B. M. Sharma & Co, Cost
Accountant for financial year 2025-26, forms part of the Notice of the ensuing AGM, along
with relevant details, including the proposed remuneration.
In terms of Section 148 of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is stated that the cost accounts and records are made and
maintained by the Company as specified by the Central Government under sub-section 148(1)
of the Act.
Reporting of frauds by auditors
During the year, the Statutory Auditor, the Secretarial Auditor and the
Cost Auditor have not reported any instance of fraud committed in the Company by its
officers or employees under Section 143(12) of the Act.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information pursuant to the provisions of Section 134(3) (m) of the Act
and the rules framed thereunder relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo as per the Act, forms part of this Report and is
annexed hereto as Annexure III.
Corporate Governance Report
In compliance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, a detailed Report on Corporate Governance is given in a separate
section which forms part of this Annual Report. A Certificate from the Practising Company
Secretary confirming compliance with the conditions of Corporate Governance as stipulated
under the SEBI Listing Regulations is appended to the Corporate Governance Report.
Particulars of Employees
The information required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is appended at Annexure IV.
The statement containing the particulars of the top ten employees and
the employees drawing remuneration in excess of the limits prescribed under Section
197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV forming
part of this Report. In terms of the proviso to Section 136(1) of the Act, the Annual
Report is being sent to the Shareholders and others entitled thereto, excluding the
aforesaid statement. The said statement is available for inspection with the Company. Any
Shareholder interested in obtaining a copy of the same may write to the Company Secretary
at groupcs@renukasugars.com.
Contracts and Arrangements with Related Parties
During the year under review, all transactions entered into with the
related parties by the Company were approved/ratified by the Audit Committee and the
Board. Certain transactions, which were repetitive in nature, were approved through the
omnibus route. As per the SEBI Listing Regulations, any related party transaction
exceeding H 1,000 crore or 10% of the annual consolidated turnover, as per the last
audited financial statement, whichever is lower, is considered as material and requires
approval of the Shareholders. Accordingly, the Company sought and obtained the necessary
Shareholders approval for the year under review.
All Contracts/Arrangements entered by the Company during the financial
year under review with related parties were on an arm's length basis and in the
ordinary course of business except for certain Contracts/Arrangements that were on
arm's length basis but not in ordinary course of business. Details of all Material
Related Party Transactions entered into by the Company during the financial year 2024-25
are provided in Form AOC-2 annexed hereto as Annexure V. The details of
transactions with related parties as required under Ind AS-24 and 2A of Schedule V of the
SEBI Listing Regulations are given in notes to the financial statements.
During the year under review, the Board has revised the Policy on
Related Party Transactions of the Company with effect from 11th February 2025 to align
with the current laws and regulations. The revised policy can be accessed on the website
of the Company at https:// renukasugars.com/pdf/corporate-governance/
revised-rpt-policy-feb2025.pdf.
Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees given, securities provided, and
investments made are provided in the notes to the standalone financial statements.
Corporate Social Responsibility
Your Company is committed to Corporate Social Responsibility (CSR) by
catering to the needs of the weaker sections of society. However, since the Company has an
average net loss for the three immediately preceding financial years, the requirement of
CSR spending for the financial year 2024-25 was not applicable to the Company as per
Section 135(5) of the Act. The CSR Policy of the Company can be accessed on the
Company's website at https://renukasugars.com/
pdf/corporate-governance/policy-on-corporate-social-responsibility.pdf. The report on the
CSR activities is appended at Annexure VI to the Board's Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules') read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date, is required to be transferred to Investor Education and Protection Fund (IEPF),
constituted by the Central Government. Further, all shares in respect of which the
dividend has not been paid or claimed for seven consecutive years shall be transferred by
the Company to IEPF.
Accordingly, the Company has transferred the entire amount of
unpaid/unclaimed dividend remaining to be paid or claimed for seven consecutive years and
the corresponding shares to IEPF in the previous years except an unclaimed amount of
Rs.0.02 Mn. which is in dispute. Hence, during the year under review, no
unclaimed/unpaiddividendamountandcorresponding shares were due to be transferred to IEPF.
The Shareholders whose dividend / shares have been transferred to IEPF,
may claim the same by submitting an online application in Form IEPF-5 available on the
website of IEPF (www.iepf.gov.in). The detailed refund procedure is also available on the
website of the Company and can be accessed on https://
renukasugars.com/shareholders-service The Shareholders can find details of Nodal Officer
of the Company at https://renukasugars.com/shareholders-service in "Contact Us"
tab and the details of unclaimed/ unpaid dividends and equity shares transferred to IEPF
at https://renukasugars.com/shareholders-service in "Unclaimed Dividend" tab.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company in the Form MGT-7 for the financial year 2024-25 can be accessed on the
website of the Company at https://renukasugars.com/financials/
annual-returns/fy-2024-25.pdf.
Risk Management & Internal Financial Controls
The Company has adopted a Risk Management Policy which is reviewed on a
periodic basis in order to recognize, assess and reduce exposure to risks wherever
possible, identify steps to mitigate risks and to identify risk owners for all types of
risks.
The Company's Risk Management Policy is based on the philosophy of
achieving substantial growth while mitigating and managing risks involved. The
Company's internal control systems with reference to the financial statements are
adequate and commensurate with the nature of its business and the size and complexity of
its operations. Periodic audits and checks are conducted and the controls to prevent,
detect and correct any irregularities in the operations have been laid down by the
Company.
The details relating to the composition, powers, roles, terms of
reference, number of meetings held, attendance at the meetings etc. of the Risk Management
Committee are given in detail in the Corporate Governance Report, which forms part of this
Annual Report.
Whistle Blower Policy and Vigil Mechanism
Pursuant to the SEBI Listing Regulations and the Act, the Company has
in place a Whistle Blower Policy/ Vigil Mechanism to deal with unethical behaviour,
victimisation, fraud and other grievances or concerns of Directors, employees and
stakeholders. The Whistle Blower Policy can be accessed on the Company's website at
https://renukasugars.com/pdf/ corporate-governance/whistle-blower-policy.pdf. During the
year under review, no complaints were received by the Company under the policy.
Prevention of Sexual Harassment at Workplace
The Company has complied with the requirement of constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH") and Rules made
thereunder.
The following are the details of the complaints received under POSH
during the year: (a) number of complaints of sexual harassment received in the year: Nil
(b) number of complaints disposed off during the year: Not Applicable (c) number of cases
pending for more than ninety days: Nil
Human Resources (HR)
Shree Renuka Sugars Limited (SRSL) has redefined its Human Resources
function into a transformation catalyst - fuelling a shift from traditional operations to
a purpose-driven, agile, and culturally aligned people strategy. We have moved beyond
conventional frameworks to create a workplace where every employee feels empowered,
engaged, and aligned with the organization's vision. By embedding technology into
everyday HR interactions, we've fostered a culture of transparency, real-time
responsiveness, and continuous improvement - deeply rooted in our values of Excellence,
Passion, Ownership, Integrity, Speed, and Safety.
At the heart of this transformation is a conscious effort to build an
inclusive, high-trust, and digitally enabled culture across all factory and corporate
locations. From onboarding to performance management, every stage of the employee
lifecycle is now designed to reflect clarity, fairness, and empowerment. Employees can now
access intuitive platforms for self-service, performance feedback, and communication -
enabling quicker decisions, deeper engagement, and data-backed workforce planning. Our
efforts have once again been recognized with prestigious accolades, including
certification as a Great Place to Work? for the second consecutive year, inclusion in the
Top 50 Best Workplaces in Manufacturing, and listing among India's Best
Workplaces in FMCG, backed by a 90% Trust Index? Score.
A notable highlight this year was the seamless integration of Anamika
Sugar into the SRSL culture. HR led a comprehensive transition covering cultural
immersion, value alignment, and people capability upliftment. The transformation included
sensitization workshops for leadership, digitized people process, SOP standardization, and
targeted skilling initiatives aligned with the operational / business needs. The change
journey was further reinforced through cross-location mentorship, transparent
communication, and continuous engagement - ensuring that Anamika's employees not only
adapted but embraced the SRSL identity with confidence and pride.
Our focus on governance and compliance remains uncompromising. We
confirm compliance with all applicable labour laws. All employees undergo structured
training on POSH, Data Privacy, Anti-Corruption, & Business Ethics. We maintain a
robust compliance framework, supported by Regular audits, Policy reviews, and Digital
documentation, ensuring accountability and transparency across locations.
In parallel, we have amplified efforts toward inclusion, wellness, and
sustainability - critical pillars in building a future-ready workforce. Our DEI programs
are strengthening representation, while cultural events and Employee Resource Groups
enhance connection and belonging. Over 37+ medical camps, digital health screenings, and
our "Wellness Month" campaign have helped raise awareness and support mental and
physical well-being. Additionally, we continue to adopt sustainable HR practices -
minimizing paper usage through digitization, running green awareness drives, and promoting
responsible workplace behaviour in line with our broader ESG commitments.
Through this Integrated approach - anchored in culture, enabled by
systems, and guided by strong governance. SRSL is not just transforming but redefining
what it means to be a people-centric, future-forward organization.
Business Responsibility and Sustainability Report ("BRSR")
In terms of Regulation 34 and Schedule V of the SEBI Listing
Regulations read with Circular No. SEBI/HO/ CFD/ CFD-SEC-2/P/CIR/2023/122 dated 12th July
2023, and Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated 10th May 2021, the Company
has prepared the BRSR on the environmental, social, and governance disclosures, including
BRSR Core consisting of Key Performance Indicators as on 31st March 2025 as stipulated
under the SEBI Listing Regulations and the same can be accessed on the website of the
Company at https://renukasugars.com/ shareholders-service/brsr-fy2024-25.pdf.
A statement with respect to the compliance of the provisions relating
to the Maternity Benefit Act, 1961
The Board confirms the compliance of the provisions relating to the
Maternity Benefit Act, 1961 by the Company for the year under review.
Other Disclosures/Reporting
Your Directors state that no disclosure or reporting is required in
respect of the following events as there were no transactions that took place during the
year under review.
Issue of equity shares with differential rights as to dividend,
voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
Passing of significant or material orders by the Regulators or
Courts or Tribunals which impact the going concern status and the Company's
operations in future.
Pending application and/or proceedings under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
Any one-time settlement during the year, and hence, the details of
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable.
Receipt of any remuneration or commission by the Whole-Time
Directors of the Company from the Holding Company or Subsidiary Company of the Company.
Non-acceptance of Audit Committee recommendations by the Board
during the year.
Appreciation & Acknowledgements
The Board wishes to place on record its gratitude for the assistance
and co-operation received from the financial institutions, banks, government authorities,
customers, vendors and cane growers and finally to all its Shareholders for the trust and
confidence reposed in the Company. The Board wishes to record its sincere appreciation for
the significant contributions made by employees at all levels for their competence,
dedication and contribution towards the operations of the Company.
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For and on behalf of the Board |
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Sd/- |
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Atul Chaturvedi |
Date: 7th August 2025 |
Executive Chairman |
Place: Mumbai |
DIN: 00175355 |