RajShree Sugars

SUGARS & CHEMICALS LIMITED
RAJSHREE SUGARS & CHEMICALS LIMITED

Regd Office : 'The Uffizi', 338/8, Avanashi Road, Peelamedu, Coimbatore 641 004.
Tel. : (0422) 4226222, Fax (0422) 2577929, CIN : L01542TZ1985PLC001706
E-Mail : [email protected]; Website : www.rajshreesugars.com
NOTICE TO THE MEMBERS

Notice is hereby given that the 34th Annual General Meeting (AGM) of the Members of Rajshree Sugars & Chemicals Limited
will be held on Monday, 28th December 2020 at 4 PM through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”) to transact the following business. Deemed venue of the meeting will be the Registered office of the Company at
'The Uffizi', 338/8, Avanashi Road, Peelamedu Coimbatore 641 004.
ORDINARY BUSINESS
1) Adoption of the audited financial statements of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED that the audited financial statements of the Company for the financial year ended 31st March 2020
including Audited Balance Sheet as on that date, Statement of Profit and Loss and Cash Flow & Changes in Equity for
the year ended on that date, together with the Board's Report and the Auditors' Report thereon as circulated to the
members and presented to the meeting, be and are hereby adopted."
2) Reappointment of Director retiring by rotation

To consider and if thought fit, to pass the following resolution as Special Resolution:
"RESOLVED that Dr.P.Surulinarayanasami (DIN 01468527), Director, who retires by rotation and being eligible, offers
himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."
SPECIAL BUSINESS:
3) Reappointment of Mr.R.Varadarajan as Wholetime Director
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions of
the Companies Act, 2013 and the rules made thereunder, and as per the recommendation of the Nomination &
Remuneration Committee, and as per the approval of the Audit Committee and the Board of Directors, the approval of
the shareholders be and is hereby accorded to the re-appointment of Mr.R.Varadarajan (holding DIN 00001738), as a
whole time key managerial personnel in the position of Wholetime Director of the Company for a period of three years
effective from 5th June 2020”.
“RESOLVED FURTHER that the Board of Directors be and is hereby authorized to take all such steps as may be
necessary to give effect to this resolution.”
4) Remuneration for Cost Auditor

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED that the Company do hereby confirm and ratify in terms of Section 148 and all other applicable provisions
of the Companies Act, 2013 and Rules made thereunder, the remuneration approved by the Board of Directors on the
recommendation of the Audit Committee, for M/s.S.Mahadevan & Co., Cost Accountants (Firm Registration
No.000007) for conducting the audit of the cost records for the products sugar, cogeneration of power and industrial
alcohol of the Company for the financial year ending March 31, 2021, as set out below exclusive of applicable taxes and
out of pocket expenses:
Product Amount `
Sugar 80,000/-
Co-generation of power 45,000/-
Industrial Alcohol 25,000/-
34th Annual Report 2019 - 20 1

5) Sale of Non-core assets

To consider and if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED that pursuant to the provisions of Section 181(1)(a) and other applicable provisions, if any, of the
Companies Act, 2013 read with the relevant rules, circulars, notifications, if any, made thereunder (including statutory
modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and such other applicable Regulations, if any, the consent of the
Members of the Company be and is hereby accorded to the Board of Directors of the Company (or Committee thereof)
to sell any of the non-core assets of the Company, as per the requirements of the lenders of the company in the process
of restructuring of the debts of the Company.”
“RESOLVED FURTHER that, the Board or any Committee thereof, be and are hereby authorized to do all such things,
deeds, matters and acts as may be required to give effect to this resolution and to do all things incidental and ancillary
thereto.”
By Order of the Board
Place : Coimbatore M.PONRAJ

Dae : 30th November 2020 Company Secretary
NOTE:
a) The Register of Members of the Company will remain closed from 22nd December 2020 to 28th December 2020
(both days inclusive).
b) Members, holding shares in physical form, are requested to intimate the change in bank mandate/address, if any,
immediately to the Registrars and Transfer Agents of the Company, M/s.S.K.D.C. Consultants Limited, Kanapathy
Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore 641 006. (E-mail: [email protected]).
c) The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial
Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking
re-appointment at this AGM is annexed.
d) The Company's equity shares are listed in the following stock exchanges at present.
a. National Stock Exchange of India Limited, Mumbai
b. BSE Limited, Mumbai
e) No dividend is pending for transfer to the Investor Education and Protection Fund (IEPF) except unpaid dividend of
Rs.39,729/- for the financial year 2009-10, which are kept pending transfer due to prohibition as per Court orders.
f) Members who are holding shares in physical form and have not registered their e-mail addresses so far are requested
to register their e-mail address for receiving all communications including Annual Report, notices, circulars etc., from
the Company. The e-mail may be registered with the Registrar and Share Transfer Agents of the Company.
The members who are holding the shares in demat form are requested to update their email address with their
depository participant.
The Annual Report is available for inspection at the Registered Office of the Company during office hours.
Shareholders may also request to visit the website of the Company www.rajshreesugars.com or the website of the
Registrar and Transfer Agent www.skdc-consultants.com for downloading the Annual Report and Notice of the e-AGM.
Members are requested to support this Green Initiative by registering / updating their e-mail addresses for receiving
electronic communications.
2 34th Annual Report 2019 - 20

g) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 and the
Register of Contracts and Arrangements in which Directors are interested, maintained under Section 189 of the
Companies Act, 2013, will be available for inspection by the members at the Registered office of the Company.
h) The Statement of material facts pursuant to section 102(1) of the Companies Act, 2013, in respect of special business is
annexed hereunder.
i) A shareholder who is desirous of transferring shares (which are held in physical form) after April 1, 2019 can do so only
after the shares are dematerialized as per SEBI Circular dated 20th April 2018 and 16th July 2018. However,
transmission or transpositions of securities are allowed in physical mode.
j) Pursuant to SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018, we request the shareholders
who are holding shares in physical mode and who have not furnished the PAN and Bank account details, to furnish the
following:
a) Self-attested copy of PAN card(s) of sole/joint holder(s) of shares; and
b) Bank details along with original cancelled cheque leaf with the name of the sole/first holder printed on cheque leaf
or copy of Bank Passbook attested by your Bank Manager.
k) For smooth conduct of AGM proceedings, Members who wish to receive information with respect to Company's Annual
Report for financial year 2019-20 or have questions with regard to the financial statements and the matters to be placed
at the 34th AGM, can send their request by providing their name, demat account number/folio number from their
registered e-mail ID to [email protected] at least 10 days in advance before the start of meeting i.e. by 18th
December 2020.
l) e-AGM: Company has appointed M/s SKDC Consultants Limited, Registrars and Transfer Agents & National Securities
Depositories Ltd (NSDL) to provide Video Conferencing facility for the Annual General Meeting and the attendant
enablers for conducting of the e-AGM.
m) Members may note that since the meeting is being held through VC facility, attendance slip is not annexed to the Notice
convening the 34th AGM.
n) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker
by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number,
PAN, mobile number at [email protected] on or before 5.00 PM (IST) on Monday, 23rd December, 2020.
Those Members who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the
availability of time for the AGM.
o) Voting through electronic means:

In compliance with the provisions of Regulation 44 of the Listing Regulations read with section 108 of the Companies
Act 2013 (“the Act”) and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is
pleased to provide members the facility to exercise their votes by electronic means for all the resolutions detailed in the
Notice of the 34th Annual General Meeting scheduled to be held on Monday, 28th December 2020 at 4 PM through
Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) and the business may be transacted through e-voting.
The Company has engaged the services of NSDL (National Securities Depositories Limited) as the authorized agency
to provide the e-voting facilities as per instructions below.
Details of persons to be contacted for issues relating to e-voting:
S.K.D.C. Consultants Ltd, Kanapathy Towers, 3rd Floor,
1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641 006
Telephone No.91-422-4958995, 2539835, 2539836 Fax : +91-422-2539837
Email ID : [email protected]
Website : www.skdc-consultants.com

The e-voting module shall be disabled for voting on 27th December 2020 at 5 PM. Once the vote on a resolution is cast
by the shareholder, the shareholder shall not be allowed to change it subsequently. The voting right of shareholders
shall be in proportion to their share in the paid up equity share capital of the company as on 21st December 2020 (cut-off
date for determining the eligibility to vote through electronic mode).
Mr.B.Krishnamoorthi, FCA, Practicing Chartered Accountant has been appointed as the Scrutinizer to ensure that the
e-voting process is conducted in a fair and transparent manner. The Scrutinizer shall immediately after the conclusion
of the voting at the 34th Annual General meeting, first count the votes cast at the meeting, and thereafter unblock the
votes in the presence of atleast two (2) witnesses not in the employment of the Company and make a Scrutinizer's
Report of the votes cast in favour or against, if any within two days of conclusion of the meeting, to the Chairperson of
the meeting. The Chairperson or such other Director / person authorized by the Chairperson, shall declare the results of
the voting forthwith. The results declared along with the Scrutinizer's Report shall be placed on the Company's website
viz., www.rajshreesugars.com, Company's notice Board at the Registered office of the Company, website of NSDL viz.,
www.evoting.nsdl.com and communicated to the Stock Exchanges namely NSE & BSE, where the shares of the
Company are listed immediately, after the Chairperson declares the result.
E-VOTING INSTRUCTIONS FOR ANNUAL GENERAL MEETING (AGM) TO BE CONDUCTED THROUGH VIDEO
CONFERENCING (VC) OR OTHER AUDIO VISUAL MEANS (OAVM):
1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to
the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of
Corporate Affairs (MCA) followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to
the Annual General Meeting (AGM) venue is not required and AGM be held through video conferencing (VC) or other
audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by MCA, the facility to appoint proxy to attend and cast
vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised
representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include
large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account
of first come first served basis.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the
quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate
Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its
Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an
agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the
authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on
the date of the AGM will be provided by NSDL.
6. In line with the MCA Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the
website of the Company at www.rajshreesugars.com. The Notice can also be accessed from the websites of the Stock
Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the
Remote e-Voting facility) i.e. www.evoting.nsdl.com.

7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read
with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA
Circular No. 20/2020 dated May 05, 2020.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Friday, December 25, 2020 at 09:00 A.M. and ends on Sunday, December 27,
2020 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.
How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-Voting system.
Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholders'
section.
3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the
screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you
can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares

S.No. Your User ID is:
i.e. Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL.
For example if your DP ID is IN300*** and Client ID
is 12****** then your user ID is IN300***12******.
b) For Members who hold shares in demat account 16 Digit Beneficiary ID
with CDSL. For example if your Beneficiary ID is 12**************
then your user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered
with the company
For example if folio number is 001*** and
EVEN is 101456 then user ID is 101456001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was
communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the
system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the
email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]
mentioning your demat account number/folio number, your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on
Active Voting Cycles.
2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle is in active status.
3. Select “EVEN” of company for which you wish to cast your vote.
4. Now you are ready for e-Voting as the Voting page opens.
5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. Upon confirmation, the message “Vote cast successfully” will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked
to [email protected].
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user
manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-
990 or send a request to Ms.M.Pallavi, Manager at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and
password and registration of e mail ids for e-voting for the resolutions set out in this notice:
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].
The instructions for members for e-voting on the day of the AGM are as under:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible
to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the AGM shall be the same person mentioned for Remote e-voting.
Instructions for members for attending the AGM through VC/OAVM are as under:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the
remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of
Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or
have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into
the e-Voting system of NSDL.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to
use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at [email protected]. The same
will be replied by the company suitably.
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)
Item No.2: Reappointment of Dr.P.Surulinarayanasami as Director
As per notification dated 9th May 2018 of Securities and Exchange Board of India (SEBI) “no listed entity shall appoint a
person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years
unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such
motion shall indicate the justification for appointing such a person”.
Accordingly, the approval of the shareholders is sought for the reappointment of Dr.Surulinarayanasami (Age:82 years), as
Director of the Company liable to retire by rotation.
He has been on the Board for more than 3 decades and is having extensive knowledge in the field of management, and he has
shared his technical expertise and experience for the growth of the company and hence he can be reappointed as a Non-
Independent Non-Executive Director.
The Nomination and Remuneration Committee and the Board of Directors have recommended the said reappointment.
The following details are furnished as required under the SEBI (LODR) Regulations, 2015:
The brief resume of Dr.Surulinarayanasami, the proposed appointee is furnished below:
Dr.Surulinarayanasami (DIN 01468527; Date of Birth: 15.1.1938) has completed his doctorate in Engineering (Ph. D) from
Michigan State University, USA. He is a civil and structural engineer with interests in software development and fund
management and Automotive Industry. He worked for Ford Motor Company in USA for 36 years in various management
positions.
Other Directorships Membership in Committees

L.S.Property Developers Private Limited Nil
Essram Holdings Private Limited Nil
He holds 11,31,107 equity shares in the Company.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution, except the appointee.
The Board recommends the Resolution furnished in agenda for approval by the shareholders.
Item No.3: Reappointment of Mr.R.Varadarajan as Wholetime Director

The term of office of Mr.R.Varadarajan (DIN:00001738 ; Date of Birth:22-04-1958), Wholetime Director expired on 4th
June 2020.
The Board of Directors, at its meeting held on 27th May 2020, based on the recommendation of the Nomination and
Remuneration Committee and approval of the Audit Committee, approved the re-appointment of Mr.R.Varadarajan as
Wholetime Director for a further period of 3 years from 5th June 2020 and payment of remuneration for the said periods.
In terms of Section 197 read with Schedule V to the Companies Act, 2013, the said re-appointment and the remuneration will
be subject to the approval of the shareholders.
In terms of Section 197, approval in respect of said remuneration can be considered by the shareholders only after it is
approved by the secured lenders. While secured lenders in respect of 90% of the financial debt as on 30th September 2020,
namely, State Bank of India, Bank of India, UCO Bank, ICICI Bank Limited, Axis Bank Limited and Federal Bank Limited, have
duly accorded their approval. The request for approval by the Company is yet under consideration by the Sugar Development
Fund (SDF), a Central Government body.

Hence, the approval of the shareholders is presently being sought only for the re-appointment and their approval for the
remuneration will be sought separately after receipt of the approval from SDF.
The proposed resolution in the agenda and this explanatory statement may be treated as an abstract of the terms
and conditions of reappointment of Mr.Varadarajan, Wholetime Director pursuant to applicable provisions of the Companies
Act, 2013.
The Memorandum and Articles of Association, relevant resolutions passed by the Nomination and Remuneration Committee,
the Board and the Audit Committee and the written memorandum setting out the terms of appointment of Wholetime Director
vide Section 190(1) (b) and such other documents mentioned above are available for inspection by members at the registered
office of the company during business hours on any working day.
The following details are furnished as required under the SEBI (LODR) Regulations, 2015:
The brief resume of Mr.Varadarajan, the proposed appointee is furnished below:
Mr.Varadarajan has been associated with the Company since its inception in 1987. With a Master's Degree in Business
Management and a Master's Degree in English Literature, he has spearheaded the project team in Rajshree Sugars &
Chemicals Limited progressing from sugar to alcohol, from organic fertilizer to cogeneration of power and bio-products.
He has vast experience in coordinating and managing diverse activities to execute Greenfield projects, from strategic and
financial planning to technical and commercial operations. He has played a key role in the acquisition of sugar factories and
integrating management cultures and operations. Under his dynamic leadership, the company became the first integrated
sugar complex in India to be certified as an ISO 9001: 2000 company for all its products ranging from sugar, alcohol, power,
organic manure and bio-products and the first sugar company in India to register a co-generation power plant as a Clean
Development Mechanism with the UNFCCC and trade in Carbon Credits.
He has extensive global experience in conducting ground studies to assess economic and commercial potential of agro-
businesses.
He is an active member of industry associations both at the state and national levels.
Other Directorships Membership in Committees

Sri Krishna Potable Products Private Limited –
COCCA Art & Design Institute Private Limited –
Lakshmi Automatic Loom Works Limited 2
He holds membership in the following committees of the Company.

Share Transfer Committee Chairman
Audit Committee Member
Stakeholders' Relationship Committee Member
Corporate Social Responsibility Committee Member
None of the Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested,
financially or otherwise, in the resolution, except the appointee.
The Board recommends the Resolution furnished in the agenda for approval by the shareholders.
Item No.4: Remuneration for Cost Auditor

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of
M/s S.Mahadevan & Co. Cost Auditors to conduct the audit of the cost records of the Company in respect of the products
sugar, cogeneration of power and industrial alcohol, for the financial year ending March 31, 2021 as set out below excluding
applicable taxes and out of pocket expenses:

Product Amount (`)

Sugar 80,000/-
Co-generation of power 45,000/-
Industrial Alcohol 25,000/-
Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the
Cost Auditors, as determined by the Board on recommendation of Audit Committee, has to be ratified by the shareholders of
the Company at the following general meeting.
financially or otherwise, in the resolution.
The Board recommends the Resolution furnished in agenda for approval by the shareholders.
Item No.5: Sale of Non-core Assets

The loan accounts of the Company have become Non-Performing Assets from June 2018. The Company is in discussion with
the lenders for debt restructuring which is under active consideration.
As part of the restructuring process, the lenders have directed the company to demonetize some of the non-core assets, which
are not connected with core business of the Company viz., sugar, cogeneration of power and industrial alcohol.
Accordingly, the Board has, at its meeting held on 20th May 2019, approved the sale of some of the non-core assets of the
Company, subject to statutory compliances and approvals. Sale of some more non-core assets may be considered from time
to time.
The shareholders may note that the sale of non-core assets will not adversely affect the business activities of the Company
and at the same time would reduce the company's debt.
As per Section 180(1)(a) of the Companies Act, 2013, the approval of the shareholders is required by way of special resolution
to sell or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company
owns more than one undertaking, of the whole or substantially the whole of any of such undertaking.
In view of the losses incurred, 20% of the Company's networth as on 31st March 2020 amounts only to Rs.790.70 lakhs.
Since the sale of non-core assets is likely to exceed the said amount, approval of the shareholders is being sought.
financially or otherwise, in the resolution.
The Board recommends the Resolution furnished in the agenda for approval by the shareholders.
By Order of the Board
Place : Coimbatore M.PONRAJ

Dae : 30th November 2020 Company Secretary

BOARD OF DIRECTORS
Ms. RAJSHREE PATHY (DIN 00001614)
Chairperson
Dr. P SURULINARAYANASAMI (DIN 01468527)
Mr. S VASUDEVAN (DIN 01567080) #
Mr. S.KRISHNASWAMI (DIN 08530320) #
Mr. SHEILENDRA BHANSALI (DIN 00595312)
Mr. K. ILANGO (DIN 00124115) #
Registered Office
Mr. RAJA M.J.ABDEEN (DIN 00905319)
Mr. R.VARADARAJAN (DIN 00001738) 'The Uffizi'
Wholetime Director 338/8 Avanashi Road
Peelamedu
Mr. G.R.KARTHIKEYAN (DIN 01587747) * Coimbatore 641 004
Mr. G.S.V.SUBBA RAO (DIN 00001697) *
Mr. R.C.H.REDDY (DIN 00006184) *
Factory Unit I
Dr. K.MOHAN NAIDU (DIN 01774192) * Sugar, Cogeneration & Distillery
* Completed their term of office on 30.9.2019. Varadarajnagar P.O.
# Appointed as Independent Directors on 30.9.2019. PIN 625 562
Periyakulam Taluk
Theni District
Auditors
M/s.S.Krishnamoorthy & Co., Factory Unit II
Kanapathy Towers, 3rd Floor Sugar & Cogeneration
1391/A-1, Sathy Road
Ganapathy Mundiyampakkam PO
Coimbatore 641 006 PIN 605 601
Vikravandi Taluk
Villupuram District
Chief Financial Officer
Mr.V.B.Gopal Krishnan (Relieved on 16.5.2020)
Factory Unit III
Sugar, Cogeneration & Distillery
Associate Vice President (Finance)
Semmedu Village
Mr.C.S.Sathiyanarayanan (Appointed on 7.5.2020) Gingee Taluk, PIN 604 153
Villupuram District
Company Secretary
Mr. M. Ponraj Bankers
State Bank of India

Registrars & Share Transfer Agents UCO Bank
Bank of India
M/s SKDC Consultants Limited ICICI Bank Limited
Kanapathy Towers, 3rd Floor Axis Bank Limited
1391/A-1, Sathy Road, Ganapathy Federal Bank Limited
Coimbatore 641 006.
34th Annual Report 2019 - 20

CONTENTS Page No.
Board's Report 3
Auditor's Report 49
Financial Statements 58

BOARD'S REPORT
Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of the company and
the audited financial statements for the year ended 31st March 2020.
` in lakhs
2019-20 2018-19
1) Financial Highlights
Total Income 33,091.96 40,245.20
Profit before Finance Costs, Depreciation
and exceptional items 1,219.90 1,737.01
Less: Finance Costs 5,778.83 5,796.23
Depreciation 2,483.91 2,469.53
Profit / (Loss) from ordinary activities before Tax (7,042.84) (6,528.75)
Tax Expenses (2,107.60) (2,344.49)
Profit / (Loss) after Tax (4,935.24) (4,184.26)
Other comprehensive income, net of income tax (91.76) 1.14
Total comprehensive income for the period (5,027.00) (4,183.12)
Basic / Diluted earnings per share of `10/- each,
before / after extraordinary items (17.52) (14.85)
2) Dividend
In view of the stressed financial position, your Directors have not recommended payment of dividend for the year
2019-20. Also no amount has been transferred to reserves.
3) Financial Performance
Your Company earned an income of ` 33,091.96 lakhs in the year 2019-20 as against ` 40,245.20 lakhs during the
previous year. The Company has incurred a net loss of ` 5,027.00 lakhs as against the net loss of ` 4,183.12 lakhs
incurred during the previous year.
4) Operational Performance
a) Sugar Division
The key operational data of our sugar division for the year 2019-20 are as follows:
Particulars 2019-20 2018-19
Sugarcane crushed (Tons) 6,21,039 9,21,726

Recovery % 8.54 8.48
Sugar Produced (Tons) 53,063 78,183
Sugar Sold (Tons) - Domestic 69,240 86,987
The sugarcane crushing had decreased by 33% due to low availability of sugarcane in the command area.
b) Cogeneration Division
During the year under review, the total power generated by all our Units was 760 lakh units as against 1,113 lakh
units in the previous year. The company exported 462 lakh units during the year as against 662 lakh units in the
previous year.
The Company has not received carbon credits during the year. The Company has received 1,18,077 units of carbon
credits and has been accounted during the previous financial year.

c) Distillery Division
Both Unit I and Unit III have together produced 137.42 lakh litres of Alcohol during the year as against 186.20 lakh
litres of Alcohol in the previous year and sold 145.51 lakh litres of alcohol as against 211.59 lakh litres of alcohol in the
previous year.
5) Default in the payment to the lenders

You are aware that the Company has become Non-Performing Asset (NPA) in the month of June 2018.
The company is in discussion with the lenders for debt restructuring and the process has been delayed due to COVID-19
lockdown and the consequent restricted operations of the Banks.
The company is in default of SDF loans since the Financial Year 2016. The Ministry of Consumer Affairs, Food and Public
Distribution has allowed restructuring of SDF loans on occurrence of a natural calamity in a particular State vide
notification dated 17th September 2018. The industry is waiting for notification of the guidelines to restructure the
outstanding loans.
6) Future Outlook
The COVID-19 lockdown had caused abrupt suspension in the factory operations of the Company. The Company has
recommenced sugar production in the second week of April 2020, as per the Government order permitting operation of
factories which produces essential commodities. The Company has also obtained licence from The Director of Drugs
Control, Tamilnadu, for manufacturing of Hand Sanitizers and the production started in the first week of April 2020.
The management believes that no material uncertainty exists about the company's ability to continue as a going concern
and accordingly the management has prepared these financial statements on a going concern basis.
The impact assessment of COVID 19 is a continuing process given the uncertainties associated with its nature and
duration. The Company will continue to monitor any material changes to future economic conditions.
Also, the monsoon in the current year and the Government policy on sugar would continue to have a significant bearing on
the prospects of the industry in the coming years.
7) Fixed Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
8) Auditors
Statutory Auditors : As approved by the shareholders, M/s.S.Krishnamoorthy & Co., Chartered Accountants, Coimbatore
are holding office as Statutory Auditors for the five financial years from 2016-17 to 2020-21 and holding office up to the
conclusion of the 35th AGM to be held in the year 2021.
Cost Auditors: In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits)
Rules, 2014, the products manufactured by the company viz. Sugar, Industrial Alcohol and Cogeneration of Power are
covered under the ambit of mandatory cost audits. Accordingly, the Company has made and maintained the accounts and
cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
As per the recommendation of the Audit Committee, the Board of Directors had been appointed M/s.S.Mahadevan & Co.,
Cost Accountants, as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2020-21 and fixed
their remuneration. The necessary resolutions will be placed before the ensuing Annual General Meeting for ratification of
remuneration as per Section 148(3) of the Companies Act, 2013.
9) Conservation of energy, technology absorption, foreign exchange earnings and outgo

Annexed herewith as Annexure 1.

10) Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate
governance requirements set out by SEBI. The Company has also implemented several best corporate governance
practices as prevalent globally. The report on Corporate Governance (Annexure 2) as stipulated under the SEBI (LODR)
Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company
confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
11) Details of Directors or Key Managerial Personnel Appointed / Resigned

Key Managerial Personnel appointed / resigned during the year is furnished below:
Appointment /
Name Designation reappointment / Effective from
Resignation
Mr.R.Varadarajan Wholetime Director Retired by rotation and 30th September 2019, liable
reappointed to retire by rotation
Mr.G.R.Karthikeyan
Terms of office The closing hours of
Mr.G.S.V. Subba Rao Independent Directors
completed 30th September 2019
Mr.R.C.H.Reddy
Dr.K.Mohan Naidu
Mr.S.Krishnaswami
Mr.K.Ilango Independent Directors Appointment 30th September 2019
Mr.S.Vasudevan
12) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working
of its committees. The newly appointed Directors have not participated in the evaluation process considering the lesser
number of meetings attended by them. The performance evaluation has been carried out as per the policy laid down by
the Nomination and Remuneration Committee.
13) Number of Board meetings

During the year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance
Report.
14) Declaration given by Independent Directors

The Independent Directors of the Company have furnished declarations as required under Section 149(6) of the
Companies Act 2013 & SEBI (LODR) Regulations, 2015.
15) Whistle Blower Policy ('Vigil Mechanism')

The Board has established a Vigil Mechanism, as required under the SEBI (LODR) Regulations, 2015, for directors and
employees to report concerns about unethical behaviour, actual or suspected fraud and violation of the company's code
of conduct or ethics policy.
This mechanism also provides for adequate safeguard against victimization of director(s) / employee(s) who avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee.
The said Policy is available on the website of the Company www.rajshreesugars.com/policies

16) Particulars of Loans, Guarantees or Investments under Section 186

The Company has not made any loan, given any guarantee or made any investment as per Section 186 of the Companies
Act 2013 during the year under review.
17) Anti-Sexual Harassment Policy

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and
matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of
women at workplace (Prohibition, Prevention and Redressal) Act, 2013".
During the calendar year ended 31st December 2019, no complaint was received under the policy.
The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the
said Act.
18) Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the
ordinary course of business. There were no material contracts / arrangements / transactions with related parties during
the year.
19) Material Changes & Commitments between end of financial year and this Report
There have been no material changes & commitments between end of financial year and this report.
20) Managerial Remuneration

The details of disclosures relating to Managerial Remuneration as required pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed (Annexure 3).
21) Remuneration Policy

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel (KMP), Senior Management to fix their remuneration. The salient
features of the policy are furnished hereunder:
The Nomination & Remuneration Policy (NR Policy) of the Company was formed in terms of the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management. The objective and purpose of this policy are (1) the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to
run the company successfully (2) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and (3) remuneration to directors, KMP and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company
and its goals.
The policy empowers and regulates the Nomination & Remuneration Committee by providing detailed roles. The policy
also provides detailed regulation for appointment and remuneration of Wholetime / Managing Director, KMP, and Senior
Management Personnel.
The said policy is available in the Company's website www.rajshreesugars.com/policies
22) Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
23) Internal control systems and their adequacy

The Company has internal control systems which is commensurate with its size, nature and volume of operations.
24) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock Option Plan 2012
The details of Stock Options granted during the financial year ended as on 31st March 2020 and other particulars under
the "RSCL Employees Stock Option Plan 2012" forms part of this report, as Annexure 4.

25) Secretarial Audit

The Board has appointed Mr.G.Soundararajan (Membership No.13993 CP No.4993), a Company Secretary in Practice,
to undertake the Secretarial Audit of the Company as required under Section 204 of the Companies Act 2013. The
Secretarial Audit report is annexed herewith as Annexure 5. The report does not contain any qualification, reservation or
adverse remarks.
26) Extract of Annual Return

The extract of the Annual Return in the prescribed Form MGT 9 is annexed herewith as Annexure- 6.
27) Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, relevant amounts which remained unpaid or
unclaimed for a period of 7 years have been transferred by the Company to the IEPF. No dividend is pending as on date for
transfer to the IEPF except unpaid dividend of `39,729/- for the financial year 2009-10, which are kept pending transfer
due to prohibition as per court orders.
Pursuant to the provisions of IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with
companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company as on 28th August 2017 on the website of the Company (www.rajshreesugars.com), and also on the website of
the Ministry of Corporate Affairs.
The company has also transferred the equity shares of the shareholders who have not claimed dividend for the 7 years
continuously, to the credit of IEPF in Form IEPF-4 on 18th December 2017. The shareholder may claim the said shares
and dividend by following the procedures laid down in the website of IEPF Authority, viz.
http://www.iepf.gov.in/IEPF/Refund.html
28) Directors' Responsibility Statement

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state that:
i) In the preparation of the annual accounts / financial statements, the applicable accounting standards had been
followed along with the proper explanation relating to material departures; if any;
ii) Accounting policies as selected have been applied consistently and the judgments made and estimates were
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit / loss, if any, of the Company for the year under review.
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv) the annual accounts / financial statements have been prepared on a going concern basis.
v) internal financial controls have been laid down to be followed by the company and that such internal financial controls
are adequate and operating effectively.
vi) a proper system has been devised to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
29) Code of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the
Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by
Wholetime Director, as required under SEBI (LODR) Regulations 2015 forms part of Corporate Governance Report.
The code is available in the website of the company www.rajshreesugars.com/Code-of-conduct-fair-disclosure.

30) Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading)
Regulations, 2015.
The code is available in the website of the Company www.rajshreesugars.com/Code-of-conduct-fair-disclosure
31) Risk Management Policy

The Company has formulated a Risk Management Policy as required under SEBI (LODR) Regulations 2015. The
Company has also formulated a specific policy viz., 'Forex and Interest Rate Risk Management Policy for Currency and
Interest Rate Risk Management'.
The Board perceives the risk of recurring deficit monsoons which may erode the operational viability of the business.
While there are a slew of measures from the Government of India to address the pan-India surplus of sugar, there is
currently lack of a special package of support measures specifically targeted to revive the Tamilnadu Sugar industry
which is in distress because of very low capacity utilization.
The details about the risks being faced by the Company are furnished in the 'Management Discussion & Analysis Report'
(Annexure 7).
32) Significant & material orders passed by regulator or courts or tribunals impacting going concern status and
companies operations in future
There have been no significant & material orders passed by regulator / courts / tribunals impacting going concern status
and companies operations in future.
33) Compliance with Secretarial Standards

The company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India and approved as such by the Central Government, as per the provisions of Companies Act, 2013.
34) Acknowledgement
Your Directors thank the Banks and Financial Institutions for their valuable and timely financial assistance and support
provided by them to the Company. Your Directors also thank the cane growers, suppliers, Government Institutions and
others for the cooperation extended to the Company. The Board also places on record its appreciation of the dedicated
services rendered by the employees of the Company.
May Goddess Lakshmi shower Her blessings for the continued prosperity of the Company.
For and on behalf of the Board
R VARADARAJAN SHEILENDRA BHANSALI

Place : Coimbatore Wholetime Director Director
Date : 26th June 2020 DIN 00001738 DIN 00595312

ANNEXURE 1
BOARD'S REPORT FOR THE YEAR ENDED 31ST MARCH 2020
A. CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy;

At Unit-I, Varadarajnagar:
1. 218 numbers of fluorescent tube lamps and 31 numbers of Sodium Vapour (SV) lamps were replaced by LED
lamps, which resulted in saving of 151 units of power per day & 55,115 units of power per annum.
2. 35 HP service water pump operation changed to automatic mode from manual mode during plant operation,
which resulted in saving of 360 units of power per day and 46,800 units of power per annum of 130 operating
days.
3. Distillery plant is not in operation now and the Re-boiler Plate heat exchanger was idle. At sugar plant, if the clear
juice inlet temperature to evaporator is 110 or 115 degree centigrade, the steam required for evaporator will be
reduced.
Hence, the re-boiler was shifted to sugar plant for clear juice heating temporarily. Earlier clear Juice inlet
temperature to evaporator was 90 to 95 degree centigrade. After installing the plate heat exchanger, the clear
juice inlet temperature to the evaporator is 115 degree centigrade. The temperature increase of clear juice
has resulted in saving of 36 Metric Tonne (MT) of steam per day and 4,680 MT of steam per annum of
130 operating days.
At Unit-II, Mundiampakkam
1. 120 numbers of fluorescent tube lamps and 10 numbers of SV lamps were replaced by LED lamps which
resulted in saving of 43 units of power per day and 15,695 units of power per annum.
2. Off-season power consumption is reduced by planned equipment trials in controlled manner, which resulted in
savings of 700 units of power per day and 1,06,400 units of power per annum (152 days of off-season).
3. Installation of Plate type heat exchanger (using low pressure 3 ATA (Average Atmospheric Pressure)) for
Centrifugal wash water system instead of tubular heat exchanger (using 9 ATA), which resulted in saving of
4.4 MT of steam per day and 365.2 MT of steam per annum of 83 operating days.
At Unit-III, Semmedu
1. Standby Variable Frequency Drive (VFD) of Induced Draught (ID) Fan is utilized for 200 KW instrument
compressors with changeover option in 3 MW Distillery Cogen plant, which was operated with Star / Delta
starter earlier. This resulted in saving of 500 units of power per day and 92,000 units per annum of 184 operating
days.
2. VFD of 20.5MW Cogen Condensate Extraction Pump (CEP) during non-operation is utilized instead of 37 KW
vacuum pump of Distillery Evaporator, which was operated with Star / Delta starter earlier. This resulted in
saving of 240 units of power per day and 31,920 units per annum of 133 operating days.
3. Additional 3.7 KW Distillery Water Treatment Plant (WTP) reject water pump motor connected to Biogas engine
from May 2019, which was earlier operating on supply from 3 MW TG set. Thereby resulting in power saving of
75 units per day and 5,700 units per annum of 76 operating days.
ii) The steps taken by the company for utilizing alternate sources of energy:
The Company has fully integrated sugar factories where biomass (bagasse) based co-generation is designed into
the system making it an inherent renewable energy based manufacturing process and facility.

iii) The capital investment on energy conservation equipment (` in lakhs).

1) At Unit-I – 3.84
2) At Unit-II – 2.22
3) At Unit-III – Nil
B. TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption;
1) New high yielding, high sugar and short duration variety viz., Co 11015 was selected from collaborative project
between SISMA and ICAR Sugarcane Breeding Institute, Coimbatore based on the field studies conducted
during financial year 2017-18 and 2018-19. Considering its good growth, yield and consistent higher juice
quality, this variety was propagated to larger area for assessing its quality at Big Mill Test (BMT) level during the
financial year 2019-20.
2) The BMT conducted at Unit I during September 2019 recorded 0.76% higher recovery than the ruling variety Co
86032. The recent BMTs conducted at Unit II during crushing season 2019-20 (October-September) also
recorded better juice quality at 10 months age. The crop stand and acceptance by the farmers are also good.
Hence, this variety is being used to replace the medium and low sugar varieties in our cane command area. The
present coverage of Co 11015 at Mundiyampakkam during this 2019-20 crushing season is 25% of the total
plant crop area. Considering its better performance, this variety is now being multiplied at Gingee factory area
also.
3) New set of 18 project Sweet Bloom clones obtained from Sugarcane Breeding Institute were tested at Unit II and
identified 2 promising clones. 2nd year plant crop study and 1st ratoon crop study is under progress.
4) Evaluation of 44 new sugarcane clones obtained from ICAR Sugarcane Breeding Institute, Coimbatore (2013,
2014 and 2015 series clones) is under various stages of trial both at Mundiyampakkam and Varadarajnagar
cane farm for yield and juice quality assessment.
5) New set of 17 clones under All India Co-ordinated Research Project on Sugarcane were obtained from ICAR
Sugarcane Breeding Institute, Coimbatore and are being multiplied at Varadarajnagar for further evaluation
during February 2021.
6) New varietal evaluation study with Tamil Nadu Agricultural University (TNAU) has been initiated under Adaptive
Research Trial programme and the study has commenced both at Varadarajnagar and Mundiyampakkam with
5 new clones and 3 standard varieties.
7) Produced and supplied 0.38 lakhs Tissue Culture (TC) sugarcane seedlings for the breeder seed nursery
programme. This TC seed material was planted in Unit I cane farm and supplied to all our units as breeder seed
material. Only very few Indian sugar industries are having such system to produce disease free quality seed
material for nursery system and Rajshree Sugars is one amongst them.
8) Varietal purity for higher sugar recovery is being ensured through an exclusive R&D breeder seed nursery farm
operational at Varadarajnagar and Mundiyampakkam thus catering to the nursery seed requirement of farmers
of all our Units.
9) 99.19 tonnes of rejuvenated Co 86032 and new promising variety Co 11015 breeder seed material were
obtained from Sugarcane Breeding Institute, Coimbatore covering all our three mills for production of quality
seed material to meet the nursery and bulk planting so as to facilitate for higher cane yield to the farmers and
higher sugar recovery for the mill.
10) Large scale testing of Samartha G with bio products (Bio A, P, K, VAM & Humic) recorded the cane yield increase
of 1.10 tonnes / acre and 0.18 % higher recovery at BMT level than the current practice. Considering its earlier
field studies results and present large scale evaluation results, application of Samartha G @ 10 kg/acre is
included in our package and we have started supplying to our farmers for application to the sugarcane crop.

11) A collaborative study with Rivulis Drip Irrigation Company to study the suitability of drip system for wetland soils
revealed that the sub surface drip system recorded higher cane yield and it was 10 tonnes / acre higher than the
conventional method. 2nd year field study is under progress.
12) Integrated control measures combining sound, smell and physical barriers were tested against wild boar
incidence. Finally identified that used “fish net fencing” is the best method in managing the wild boar incidence.
Promoted this technology in more than 75 acres across all our units.
13) Periodical monitoring of cane area through regular and mass pest and disease survey is being carried through
the cane team and Sugarcane Breeding Institute (SBI) Scientists. Forecast of the potential problem that may
arise with recommendations of solutions is being given to farmers through cane team to manage the pest and
disease problems.
14) Trained the cane team and farmers through series of field demonstrations for installation of sticky trap for Early
Shoot Borer (ESB) and Inter Node Borer (INB) pest management, Integrated method of Wild boar management,
chip bud seedling production, vermi compost production technologies so as to improve the average cane yield
and net income of the farmers.
15) Presented the status report of all Rajshree Group units on Strategies for cane yield improvement,
mechanization, varietal performance and nursery in the 50th R&D Workshop held at Chennai on 23rd and
24th October 2019.
16) The paper presented on “Current varietal position and Performance of new sugarcane varieties” at 50th
workshop of Sugarcane Research and Development workers of Tamil Nadu & Puducherry held at Chennai and
bagged Best Presentation Award by our Breeder, Mr.C.G.Balaji.
17) Sugar beet planting was taken up at Unit I and Unit II cane farms with two varieties for its suitability study. Seed
material was obtained from a Belgium based company (SESVanderhave) and TNAU is organizing sugar beet
evaluation studies in Tamil Nadu.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
1) Self-nursery concept was promoted with high sugar and high yield variety seed material among the farmers
which resulted in the increased High Sugar Variety (HSV) % in the plant crop area.
2) Pocket manuring was promoted for easy placements of fertilizers near the root zone through a novel pocket
manuring stick. This tool was designed locally and given to farmers for large scale adoption and increased
fertilizer use efficiency.
3) The company is continuing its efforts in promotion of drip irrigation, trash shredding and trash mulching to
improve the crop yield and save the crop from drought effect.
4) Large scale adoption of a specific drought management practice of potash and micronutrient foliar spray
through entrepreneurs resulted in mitigating crop moisture stress and preventing crop perishals.
5) Continual technology up-gradation of in-house R&D biological control agent production facilities and farmer-
entrepreneur units resulted in coverage of 25 % of cane area across all units with eco-friendly biological control
agents and significant reduction in pest incidence and better cost benefit to farmers.
6) A new green label chemical “Chlorantraniliprole 18.5% of suspension concentrate was tested for its efficacy on
early shoot borer management. Both the pilot scale study and large scale testing under farmer's field condition
gave very good pest control with additional benefit of improved crop growth. There was 95% of ESB control, 26%
of higher tiller production and around 50% of lesser INB incidence over earlier practice. Hence this chemical has
been recommended for large scale adoption in the command area for controlling the ESB incidence and also for
increasing the cane yield.

7) Pilot scale production of Entomo Pathogenic Nematode was carried out Mundiyampakkam entomology lab and
the production technology has been standardized
8) Power tiller and mini tractor usage has been enhanced among sugarcane farmers through entrepreneur
concept for easy and cost-effective inter cultivation.
9) Conducted 2 days Technical training to all units Cane Team during off season on advanced cane cultivation
technologies and emphasis was given on 4½ feet wider row planting and field requirements for mechanical
harvesting. Invited mechanical harvester company persons and one entrepreneur to give a special focus on the
requirement of mechanical harvesters and its promotion.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year); Not Applicable.
C. The expenditure incurred on Research and Development: ` 114.06 lakhs (`103.98 lakhs).
D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year
in terms of actual outflows (` in lakhs)
2019-20 2018-19
Foreign exchange earned : Nil 21.18
Foreign exchange outgo : Nil 0.90


ANNEXURE 2
CORPORATE GOVERNANCE REPORT
1. Company's philosophy on code of Governance
The Company believes that good corporate governance is essential to achieve long term corporate goals and
enhance shareholder value. The company is committed to produce sugar and value added by-products of good
quality and strive for continuous improvement in all spheres of its activities to create value that can be sustained over
a long term for all its shareholders, employees, customers, government and lenders. The Company endeavours to
ensure that high standards of ethical conduct are maintained throughout the organization.
2. Board of Directors
a) The Board of Directors of the Company is comprised of;
- 1 Promoter Non-Executive Director Ms.Rajshree Pathy
- 1 Non promoter Executive Director Mr. R.Varadarajan
- 2 Non-Independent Non-Executive Directors Mr. Raja M.J.Abdeen
Dr. P. Surulinarayanasami
- 8 Independent Directors Mr. Sheilendra Bhansali
Mr. S.Vasudevan*
Mr. K.Ilango*
Mr. S.Krishnaswami*
Mr.G.R.Karthikeyan**
Mr.G.S.V.Subba Rao**
Mr.R.C.H. Reddy**
Dr.K.Mohan Naidu**
* Appointed on 30th September 2019 ** Term of office completed on 30th September 2019
b) During the year, 4 Board meetings were held respectively on 20th May 2019, 14th August 2019, 14th November
2019 and 14th February 2020.
c) The details relating to attendance, directorships, memberships and chairmanships are furnished below:
No. of In Board of other Companies In Committee of other
Last Companies
Board
Name of Director AGM
Meetings Membership Chairmanship Membership Chairmanship
attended
attended
Ms.Rajshree Pathy 4 Yes 8 – – –
Mr.R.Varadarajan 4 Yes 4 – 1 –
Dr.P.Surulinarayanasami 2 Yes 2 – – –
Mr.Raja M.J.Abdeen 4 Yes 10 – – –
Mr.Sheilendra Bhansali 2 Yes 3 – – –
Mr.S.Vasudevan * 2 NA 1 – – –
Mr.K.Ilango * 2 NA 5 – 1 –
Mr.S.Krishnaswami * 2 NA – – – –
Mr.G.R.Karthikeyan ** 2 Yes 8 – 1 –
Mr.R.C.H. Reddy ** 2 Yes 6 – 8 3
Mr.G.S.V.Subba Rao ** 2 Yes – – – –
Dr.K.Mohan Naidu ** 2 Yes 1 – – –
* Appointed on 30th September 2019 ** Term of office completed on 30th September 2019
There is no inter-se relationship among the directors.

d) Names of the listed entities where the person is a director and the category of directorship:
Name of the Director Name/s of the listed entities Category of Directorship

Mr.R.Varadarajan Lakshmi Automatic Loom Works Limited Independent Director
e) List of Core skills / expertise / competencies identified by the Board of Directors: As required under Clause
'C' of Schedule V of the SEBI (LODR) Regulations, 2015, a chart is furnished below containing core skills /
expertise / competencies identified by the board of directors as required in the context of its business(es) and
sector(s) for it to function effectively and those actually available with the Board, along with the names of directors
who have such skills / expertise / competence:
Note: In the absence of mark against a Director does not necessarily mean that such Director does not possess
the said qualification or skill.
Ms. Rajshree Mr.R.Varada- Mr.Raja Dr. P. Suruli- Mr.Sheilendra Mr.S.Vasu- Mr.K.Ilango Mr.S.Krishna-
Pathy rajan MJ Abdeen narayanasami Bhansali devan swami
Skills attributable to the Industry / Sector,

in which the Company operates Yes Yes Yes Yes Yes
Financial Management Skills Yes Yes Yes Yes Yes Yes Yes Yes
Administrative Skills Yes Yes Yes Yes Yes Yes Yes Yes
Leadership Skills Yes Yes Yes Yes Yes Yes Yes Yes
Technical / Professional skills in relation
to Company's Business Operations Yes Yes Yes Yes Yes
Business Strategy & Sales & Marketing Yes Yes Yes Yes Yes Yes Yes Yes
Corporate Governance Yes Yes Yes Yes Yes Yes Yes Yes
Communication Skills and public relations Yes Yes Yes Yes Yes Yes Yes
Decision making skills Yes Yes Yes Yes Yes Yes Yes Yes
Attributes and competencies to use their
knowledge and skills to contribute effectively
to the growth of the Company Yes Yes Yes Yes Yes Yes Yes Yes
3. Audit Committee
The Audit Committee constituted by the Board of Directors consists of the following Directors as members and during
the year, four meetings were held respectively on 20th May 2019, 14th August 2019, 14th November 2019 and
14th February 2020.
Name of Member Category No. of meetings

attended
Mr.Sheilendra Bhansali, Chairman * 2

Mr.S.Vasudevan ** Independent Directors 2
Mr.K.Ilango ** 2
Mr.R.Varadarajan Non Promoter Executive Director 2
Mr.G.S.V.Subba Rao, Chairman *** 2
Mr.G.R.Karthikeyan *** Independent Directors 2
Mr.R.C.H.Reddy *** 2
Mr.Raja M.J.Abdeen *** Non-Executive and
Non-Independent Director 2
* Nominated as Chairman from 30th October 2019 ** From 30th October 2019 *** Upto 30th September 2019

Mr.M.Ponraj, Company Secretary is the Secretary of the Audit Committee.

The terms of reference of Audit Committee includes matters specified in Section 147 of the Companies Act, 2013 and
Regulation 18 of SEBI (LODR) Regulations, 2015.
The brief description of terms of reference is as follows:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company
3. Approval of payment to statutory auditors for any other services rendered
4. Review of accounting and financial policies and practices
5. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems
6. Evaluation of internal financial controls and risk management systems
7. Reviewing with the management, the quarterly / annual financial statements and Auditors' Report before
submission to the Board for approval
8. Approval or any subsequent modification of related party transactions
9. To review compliance with the provisions of SEBI (Prohibition of Insider Trading-PIT) Regulations, 2015 at least
once in a financial year and shall verify that the systems for internal control are adequate and are operating
effectively
10. To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision effectively.
11. Other terms of reference included from time to time based on provisions of SEBI (LODR) Regulations, 2015
4. Nomination and Remuneration Committee (NR Committee)

The NR Committee consists of the following Directors as members:
Category No. of meetings

Name of Member attended
Mr.G.R.Karthikeyan, Chairman* 2
Independent Directors
Mr.R.C.H.Reddy* 2
Mr.Raja M.J.Abdeen* Non-Executive and Non-Independent Director 2
Mr.S.Vasudevan, Chairman** 1
Mr.Sheilendra Bhansali** 1
Ms.Rajshree Pathy ** Promoter Non-Executive Chairperson -
* Upto 30th September 2019 ** From 30th October 2019

1. To identify persons who are qualified to become Directors and who may be appointed in senior management
in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.
2. To carry out evaluation of every Director's performance.
3. To formulate the criteria for determining qualifications, positive attributes and independence of a Director,
and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial
personnel and other employees
4. To formulate the criteria for evaluation of Independent Directors and the Board.

5. To devise a policy on Board diversity.

6. To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria.
7. To recommend to the Board, all remuneration, in whatever form, payable to senior management.
8. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory
notification, amendment or modification, as may be applicable.
During the year, three meetings of the NR Committee were held on 20th May 2019, 14th August 2019 and
14th February 2020.
The performance evaluation criteria for Independent Directors are (1) Awareness on general and business
environment (2) Awareness on sector specific environment (3) Contribution to the discussions at the meeting (4)
Awareness of the roles, duties and responsibilities of a Director (5) Contribution to strategic thinking and direction for
the future growth of the Company (6) Whether the Director is independent from the entity and the other Directors and
if there is no conflict of interest (7) Whether the Director exercises his own judgment and voices opinion freely. The
grading scale has been fixed as 1 = Average, 2 = Good and 3 = Excellent.
5. Stakeholders Relationship Committee (SR Committee)

During the year, two meetings of the Committee were held respectively on 20th May 2019 and 14th
February 2020.
The SR Committee consists of the following Directors as members:
No. of meetings
Name of Member Category
attended
Non-Executive and 1
Mr.Raja M.J.Abdeen, Chairman* Non-Independent Director
Mr.Sheilendra Bhansali, Chairman** 1
Mr.S.Krishnaswami*** 1
Mr.R.Varadarajan*** Non Promoter 2

Executive Director
* Upto 30th September 2019 ** Nominated as Chairman from 30th October 2019 *** From 30th October 2019
Mr.M.Ponraj, Company Secretary is the Compliance Officer. No complaints were received from the shareholders
during the year under review. As of 31st March 2020, there are no complaints/ queries/ pending reply. An exclusive
email ID for addressing shareholders grievances, viz., [email protected] is already available.

(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the company.

6. Corporate Social Responsibility Committee (CSR Committee)
The CSR Committee consists of the following Directors as members:
Dr.K.Mohan Naidu, Chairman* Independent Director

Mr.Raja M.J.Abdeen* Non-Executive and Non-Independent Director
Mr.S.Krishnaswami, Chairman** Independent Director
Mr.K.Ilango** Independent Director
Mr.R.Varadarajan** Non Promoter Executive Director
The broad terms of reference of the CSR Committee is furnished hereunder:

a) To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be
undertaken by the Company as per the Companies Act, 2013;
b) To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by
the company;
c) To monitor the CSR policy of the company from time to time.
The Company was not required to incur any expenditure during the year on CSR in terms of Section 135 of the Act.
No meeting was held during the year.
7. Share Transfer Committee

The Share Transfer Committee consists of the following officials as members:

Mr.R.Varadarajan, Chairman Non Promoter Executive Director
Mr.Raja M.J.Abdeen * Non-Executive and Non-Independent Director
Mr.R.C.H.Reddy * Independent Director
Dr.K.Mohan Naidu * Independent Director
Mr.Sheilendra Bhansali Independent Director
Mr.S.Krishnaswami ** Independent Director
Mr.K.Ilango ** Independent Director
Mr.M.Ponraj Company Secretary
Mr.K.Narendra Representatives of SKDC Consultants Limited,
Mrs.Vijayalakshmi Narendra The Registrars and Share Transfer Agents
The broad terms of reference of the Share Transfer Committee are to transfer / transmission / sub-division /
consolidation etc., of shares of the Company.
During the year, 11 meetings were held respectively on 6.4.2019, 20.4.2019, 27.4.2019, 22.6.2019, 27.7.2019,
22.8.2019, 23.11.2019, 10.12.2019, 31.12.2019, 13.1.2020 and 19.2.2020.

8. Compensation Committee
The Compensation Committee consists of the following Directors as members:
Dr.K.Mohan Naidu, Chairman* Independent Director
Mr.G.R.Karthikeyan* Independent Director
Mr.R.C.H.Reddy* Independent Director
Mr.Raja M.J.Abdeen* Non-Executive and Non-Independent Director
Mr.S.Vasudevan, Chairman** Independent Director
Mr.S.Krishnaswami** Independent Director
Mr.K.Ilango** Independent Director
Ms.Rajshree Pathy** Promoter Non-Executive Chairperson
The Committee was formed to administer and superintendence of the Employee Stock Option Plan (ESOP) of the
company. No meeting was held during the year.
9. Independent Directors' meeting

During the year, one meeting of the Independent Directors was held on 14th February 2020 without the attendance of
non-independent directors and members of management. All the independent directors attended the meeting. The
evaluation has not been done for the newly appointed Independent Directors, considering the lesser number of
meetings attended by them.
The Independent Directors, at the meeting,
a) reviewed the performance of non-independent directors and the board of directors as a whole;
b) reviewed the performance of the Chairperson of the Company, taking into account the views of executive
directors and non-executive directors;
c) assessed the quality, quantity and timeliness of flow of information between the management of the Company
and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their
duties.
10. Remuneration of Directors
The remuneration paid to Directors for the year 2019-20 is furnished below: (` in lakhs)
Executive
Non-Executive Directors
Director
Managerial
Remuneration Mr.R.Vara- Ms.Rajshree Dr.P.Suruli Mr.GR Mr.RCH Mr.GSV Mr.Raja MJ Dr.K.Mohan Mr.Sheilendra Mr.S.Vasu Mr.K.Ilango Mr.S.Krish-
darajan Pathy narayana Karthikeyan Reddy Subba Rao Abdeen Naidu Bhansali devan naswami
swami
Salary 62.40 – – – – – – – – – – –
Commission – – – – – – – – – – – –
Perquisites 8.26 – – – – – – – – – – –
Sitting Fees 2.40 2.00 1.00 1.40 1.40 1.40 2.40 1.00 1.40 1.40 1.40 1.00
Total 73.06 2.00 1.00 1.40 1.40 1.40 2.40 1.00 1.40 1.40 1.40 1.00
Details of
performance
linked incentive – – – – – – – – – – – –
Service
Contracts 3 years – – – – – – – – – – –
Notice period 3 months – – – – – – – – – – –
Severance fees – – – – – – – – – – – –

Mr.R.Varadarajan has been granted 1,01,088 Stock Options under the Company's Employee Stock Option Plan 2012
(ESOP 2012) at an exercise price of `55.40 per stock option, in the year 2012. The stock options were not issued at
discount. The exercise period would be a maximum of 4 years from the date of vesting of options. Out of 1,01,088 stock
options granted, 79,607 options were lapsed without exercising. No other Directors have been granted stock options.
There are no pecuniary relationships or transactions of the Non-Executive Directors vis-à-vis, the Company, except
payment of sitting fees for attending the meetings of the Board / Committees.
The number of shares held by the non-executive Directors is as follows:
% to the total share
Name of the Director No. of Shares held
capital of the company
Ms.Rajshree Pathy 1,13,17,313 40.18
Dr.P.Surulinarayanasami 1,131,107 4.02
Mr.Raja M.J.Abdeen 1,010,000 3.59
Mr.G.R.Karthikeyan * 1,040 0.00
Mr.R.C.H.Reddy * 832 0.00
Dr.K.Mohan Naidu * 1,000 0.00
Mr.G.S.V.Subba Rao * – –
Mr.Sheilendra Bhansali – –
Mr.S.Krishnaswami ** 500 0.00
Mr.K.Ilango ** – –
Mr.S.Vasudevan ** – –
* Term of office completed on 30th September 2019 ** Appointed on 30th September 2019
11. A Statement indicating the manner in which formal annual evaluation has been made by the Board of its own
performance and that of its committees and individual Director
Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft
paramaterialized feed-back forms for evaluation of the Board, Independent Directors, various Committees and
Chairperson.
Independent Directors at a meeting without attendance of non-independent directors and anyone from the management,
considered/evaluated the Board's performance, performance of the Chairperson and individual Director.
The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without
participation of the relevant director).
The newly appointed Directors have not participated in the evaluation process considering the lesser number of meetings
attended by them.
12. General Body meetings

Location and time for the last three Annual General Meetings / Postal Ballot.
No. of special
Year Location Date Time resolutions
passed
2017 28.08.2017 10.00 AM 7

Chamber Hall, Indian Chamber
2018 of Commerce & Industry 31.08.2018 10.00 AM 5
Coimbatore - 641018
2019 30.09.2019 10.00 AM 1
No Postal ballot process has been conducted during the year under review.

13. Means of Communication

The company is publishing audited financial results / quarterly unaudited financial results and notice advertisements in
Business Standard (in English) and Dinamani (in Tamil), normally. The company has also posted the corporate
governance report, quarterly/annual results, shareholding pattern, and such other details as required under the SEBI
(LODR) Regulations 2015 / Companies Act, 2013, in the Company's Website www.rajshreesugars.com and in the
website of stock exchanges viz., www.nseindia.com and www.bseindia.com.
The Company has not made any presentations to institutional investors or to the analysts, during the financial year. There
were no official news releases during the financial year.
14. General shareholder information
i. AGM - Date, time and venue 28th December, 2020 at 4.00 PM
At The Uffizi, 338/8, Avinashi Road, Peelamedu
Coimbatore - 641 004.
As a precautionary measure against Covid-19, the meeting
will be held through Video Conferencing (VC).
ii. Financial year 12 Months ending 31st March
iii. Financial calendar 2020-21
First quarterly results Before 14th August 2020
Second quarterly results Before 14th November 2020
Third quarterly results Before 14th February 2021
Fourth quarterly and Audited yearly results Before 30th May 2021
iv. Book Closure Date for AGM 22nd December 2020 to 28th December 2020
v. Dividend In view of the stressed financial position, your Directors
have not recommended payment of dividend for the
year 2019-20.
vi. Name and address of stock exchanges. BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400001
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (E), Mumbai - 400 051
The company has paid listing fees to the above Stock
Exchanges for the financial year 2020-21.
vii. Stock Code 500354 (BSE)
RAJSREESUG (NSE)
viii. Market Price Data - High/Low during each month of the Financial Year 2019-20:
Amount in `
BSE NSE
Month
High Low High Low
April 2019 26.40 20.60 25.70 20.75
May 29.60 20.50 29.65 21.00
June 29.55 20.10 29.50 19.35
July 30.85 18.30 30.90 18.35
August 20.75 16.10 19.85 15.85
September 19.60 17.10 19.50 16.45
October 17.90 14.25 17.50 14.60
November 18.80 15.70 18.50 16.00
December 19.80 15.00 19.80 15.75
January 2020 24.80 19.15 23.90 18.85
February 22.10 13.05 21.90 13.85
March 15.75 7.61 15.45 8.50

ix.
30.00
Rajshree Sugars Vs BSE Sensex 45,000
40,000
25.00
35,000
Rajshree Closing Price (`)
BSE Sensex Closing Index

20.00 30,000
25,000
15.00
20,000
10.00 15,000
10,000
5.00
5,000
0.00 0
Apr 19 May 19 Jun 19 Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20
Month
Rajshree Sensex
x. Registrars and Share Transfer Agents M/s SKDC Consultants Limited

(for physical & demat shares) Kanapathy Towers, 3rd Floor
1391/A-1, Sathy Road, Ganapathy 1391/A-1, Sathy Road, Ganapathy
Coimbatore 641 006. Coimbatore - 641 006.
xi. Share transfer system Share transfers are registered and returned within a period of
30 days from the date of receipt, if the documents are clear in
all respects, by the Committee which meets regularly.
As per SEBI Circulars dated 20th April 2018 and 16th July
2018, no transfer was executed in physical mode during the
year except the processing of the application/s received on or
before 31st March 2019.
xii. Distribution of shareholding as on 31st March 2020:
Range (No. of shares) No. of Folios No. of shares held % of shareholding
Upto 5000 17,549 54,42,914 19.32

5001 to 10000 93 7,09,771 2.52
10001 to 20000 45 6,77,469 2.41
20001 to 30000 17 4,16,512 1.48
30001 to 40000 8 2,78,436 0.99
40001 to 50000 4 1,67,550 0.59
50001 to 100000 5 3,58,532 1.27
100001 and above 23 2,01,16,496 71.42
Total 17,744 2,81,67,680 100.00

xiii. Shareholding pattern as on 31st March 2020

Category No. of Folios No. of shares held % of shareholding
Promoters and Promoters Group * 4 1,34,73,621 47.83
Directors & Relatives ** 3 3,45,461 1.23
Mutual funds and UTI 4 4,900 0.02
Banks, Financial institutions and
insurance companies 5 1,600 0.01
Bodies corporate 216 14,70,238 5.22
Indian public 17,385 1,00,71,994 35.76
NRIs and OCBs ** 125 23,08,076 8.19
IEPF Authority 1 4,88,608 1.73
Unclaimed Share Suspense Account 1 3,182 0.01
GDRs - - -
Total 17,744 2,81,67,680 100.00
* Pledge has been created in respect of the entire holdings of 1,34,73,621 equity shares with voting rights of Promoter and
Promoter Group in favour of M/s. SBICAP Trustee Company Ltd, who is holding the pledge on behalf of lenders of
RAJSHREE SUGARS & CHEMICALS LIMITED, as per the final letter of approval dated 24th March 2014 from Corporate
Debt Restructuring Cell, Mumbai.
** Includes 21,71,107 shares of NRI Directors and their relatives, and accordingly the said shares are excluded from the
category "Directors & Relatives".
xiv. Dematerialization of shareholding and 92.56% of total equity share capital is held in dematerialized
liquidity form with NSDL and CDSL.
xv. Outstanding GDR/ADR/ Warrants or any NIL
convertible instruments, conversion date
and impact on equity
xvi. Plant locations Unit I - Sugar, Cogeneration & Distillery
Varadarajnagar PO, PIN 625 562.
Periakulam Taluk, Theni District
Unit II - Sugar & Cogeneration
Mundiampakkam PO, PIN 605 601.
Vikravandi Taluk, Villpuram District
Unit III - Sugar, Cogeneration & Distillery
Semmedu Village,Gingee Taluk,
PIN 604 153, Villupuram District
xvii. Address for correspondence "The Uffizi", 338/8 Avanashi Road
Peelamedu, Coimbatore 641 004.
Phone : 0422-4226222
Email ID : [email protected]
xviii. No dividend is pending as on date for transfer to the Investor Education and Protection Fund (IEPF) except
unpaid dividend of `39,729/- for the financial year 2009-10 consequent to stay orders issued by the Courts.
xix. Commodity Price Risk or foreign exchanges risk and hedging activities:
Sugar being a commodity is exposed to cycles and price risk. To mitigate commodity risks, the company enters
into forward sales contract with the reputed institutional buyers for a reasonable quantity.
Government in June 2018 has fixed a minimum selling price of sugar at `29/kg for sale at factory gate in
domestic market, below which no sugar mill can sell sugar. Later the price was increased to `31/kg in February
2019. The Government also re-introduced the release order mechanism for controlling the sugar that can be sold
in the market. This has helped in arresting the free fall of sugar price.

15. Various Policies of the Company

The policies viz., (a) Policy on Related Party Transaction (b) Whistle Blower Policy (c) Nomination and Remuneration
Policy (d) Policy on disclosure of material events (e) CSR Policy and (f) Policy on Archival of Documents are
available in the Company website www.rajshreesugars.com vide link http://rajshreesugars.com/the-company/
policies.
16. Payment to Auditors

Total Fees for all services (excluding out of pocket expenses) paid by the Company to the Statutory Auditors and all
entities in the network firm/network, for the year ended 31st March 2020: `8.06 lakhs (`7.55 lakhs).
17. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:
a) Number of complaints filed during the financial year : Nil
b) Number of complaints disposed-off during the financial year : Nil
c) Number of complaints pending as on end of the financial year : Nil
18. Familiarization Program for Independent Directors

The Company has formulated a Familiarization Program for its Independent directors to familiarize them with the
company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates,
business model of the company, etc.,
The details of such familiarization programmes are disclosed on the company's website vide web link
http://www.rajshreesugars.com/images/stories/Familiarisation_Program_for_Independent_Directors.pdf
19. Related party transactions

The transactions with the related party are disclosed in Note No.39 of the financial statements that includes
transactions with Ms.Rajshree Pathy, Promoter (holding more than 10% shareholding in the company), in accordance
with relevant accounting standards.
20. Other Disclosures

a) There are no material related party transactions that may have potential conflict with the interests of the
Company at large.
b) The company has complied with all requirements and no penalty or strictures have been imposed / made on the
company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during
the last three years.
c) The Company has complied with all the mandatory requirements of the various Regulations of SEBI (LODR)
Regulations, 2015.
d) Investor complaints of non-receipt of dividends, non-receipt of annual reports, etc. forwarded by SEBI are
periodically resolved and uploaded into SCORES (SEBI Complaints Redressal System) website and no
complaints were pending during the year under review.
e) The Company has fulfilled non-mandatory requirement, namely, the Financial Statements are unqualified.
f) The Board hereby confirm that all the Independent Directors have fulfilled the conditions specified under SEBI
(LODR) regulations, 2015; and they are totally independent of the management.
g) Disclosure with respect to demat suspense account / unclaimed suspense account.
The following are the details of unclaimed shares pertaining to Public Issue / Rights Issue of the company.

Number of Number of
Particulars
shareholders shares
(I) Aggregate number of shareholders and the outstanding 23 3,182
shares in the suspense account lying at the beginning
of the year
(ii) Number of shareholders who approached issuer for NIL NIL
transfer of shares from suspense account during the
year
(iii) Number of shareholders to whom shares were NIL NIL
transferred from suspense account during the year
(iv) Aggregate number of shareholders and the outstanding 23 3,182
shares in the suspense account lying at the end of the
year
The voting rights on these shares as on 31.3.2020 shall remain frozen till the rightful owner of such shares claims
the shares.
21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated persons of the Company as required under the SEBI (Prohibition of Insider
Trading) Regulations 2015.
22. CEO/CFO Certification

The certification as per Regulation 17(8) of the SEBI (LODR) Regulations 2015 has been submitted by the CEO and
CFO of the Company to the Board of Directors.


APPENDIX – 1
Declaration under Schedule V (D) of Regulation 34(3) of SEBI (LODR) Regulations by the Wholetime Director
The Shareholders,
I, R.Varadarajan, Wholetime Director, hereby declare that all the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct for the Board of Directors and Senior Management personnel of
Rajshree Sugars & Chemicals Limited, for the financial year ended 31st March 2020.
R VARADARAJAN
Place : Coimbatore Wholetime Director
Date : 26th June 2020 DIN 00001738
APPENDIX – 2
CEO / CFO CERTIFICATION

We the undersigned, in our respective capacities as Wholetime Director and Associate Vice President (Finance) of
Rajshree Sugars & Chemicals Limited (“the Company”) to the best of our knowledge and belief certify that:
a. We have reviewed the financial statements of the company for the financial year ended 31st March 2020, and that
to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain any
statements that might be misleading;
ii. these statements together present a true and fair view of the Company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year, which are fraudulent, illegal or violative of the Company's Code of Conduct.
c. We are responsible for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the
Company and have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these
deficiencies.
d. We have indicated to the Auditors and the Audit Committee:
i. significant changes, if any, in internal control over financial reporting during the year;
ii. significant changes, if any, in the accounting policies during the year and that the same have been disclosed in
the notes to the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the Company's internal control system over the financial
reporting.
R VARADARAJAN C.S. SATHIYANARAYANAN

Wholetime Director Associate Vice President (Finance)
DIN 00001738
Place : Coimbatore
Date : 26th June 2020

APPENDIX – 3
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of M/s. RAJSHREE SUGARS & CHEMICALS LIMITED
We have examined the compliance of conditions of Corporate Governance by Rajshree Sugars & Chemicals Limited ('the
Company'), for the year ended 31st March 2020, as stipulated in Chapter IV of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said
Company with National Stock Exchange of (India) Limited and BSE Limited.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the provisions as specified in
Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 pursuant to the Listing Agreement entered into by the Company with National Stock Exchange of India Limited and
BSE Limited.
We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficiency
or effectiveness with which the Management has conducted the affairs of the Company.
For S. KRISHNAMOORTHY& CO.

Chartered Accountants
Regn.No.001496S
K. RAGHU
Membership No.011178
Place : Coimbatore Partner, Auditor
Date : 26th June 2020 UDIN 20011178AAAACN5655
APPENDIX – 4
Certificate from a Company Secretary in Practice

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained
by M/s RAJSHREE SUGARS & CHEMICALS LIMITED (CIN:L01542TZ1985PLC001706), "The Uffizi', 338/8 Avanashi
Road, Peelamedu, Coimbatore-641004 and also the information provided by the Company, its officers, agents and authorized
representatives, I hereby report that during the Financial Year ended on March 31, 2020, in my opinion, none of the directors
on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of Company
by SEBI / Ministry of Corporate Affairs or any such Statutory authority.
G. SOUNDARRAJAN
Place : Coimbatore Practicing Company Secretary
Date : 23rd June 2020 ACS - 13993 - C.P.No.4993
UDIN A013993B000390600

ANNEXURE 3
TO BOARD'S REPORT FOR THE YEAR ENDED 31ST MARCH, 2020
Statement under Section 197 (12) of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the
financial year;
Sl.No. Name of Director Ratio

1. Mr.R.Varadarajan, Wholetime Director 28.74
Note: For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.
2) The percentage increase / decrease (-) in remuneration of each Director, Chief Financial Officer, Wholetime Director
and Company Secretary in the financial year;
Sl.No. Name of Director / Official % increase / decrease (-)
1. Mr.R.Varadarajan, Wholetime Director -6.86

2. Mr.V.B.Gopal Krishnan, Chief Financial Officer (Relieved on 16.5.2020) -
3. Mr.M.Ponraj, Company Secretary 4.82
3) The percentage increase in the median remuneration of employees in the financial year : 6.56%
4) The number of permanent employees on the rolls of Company as on 31st March 2020 : 786
5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
The previous long term settlement entered by The South Indian Sugar Mills Association (SISMA) with Joint Action
Council of Trade Unions has expired at the close of 30.9.2018. The Trade Unions have submitted a Charter of
Demands to SISMA and asked for negotiations. However, due to adverse business scenario the discussion has been
deferred.
6) If remuneration is as per the remuneration policy of the Company; Yes

7) Information as per Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) rules, 2014.
Date of
Designation of the Remuneration Qualification / Commence Previous
Name / (Age)
Employee ` in lakhs Experience (Years) ment of Employment
Employment
Mr. Varadarajan R Wholetime Director 70.66 Master's Degree in 05-Jun-2003 PSG Institutions
62 Years Business Management
and English Literature
- 40 Years
Mr. Sathiyamoorthi G President 43.18 B.Sc., ADSI - 35 Years 05-Nov-1990 Sirugappa Sugars &
57 Years Chemicals Limited
Mr. Gopal Krishnan V B Chief Financial Officer 42.17 B.Com (Hons), 22-Jan-2010 Uttam Sucrotech
44 Years (Relieved on ACA Dip IFRS International Limited
16.5.2020) (ACCA-UK) - 23 Years
Mr. Narayan R K Sr. Vice President - 38.85 B.Com., PGDBA - 26-May-2010 EID Parry (India)
51 Years Sales & Marketing 26 Years Limited
Mr. Mathiyalagan D Sr. Vice President - 22.21 BE Mechanical - 14-Dec-2011 EID Parry (India)
59 Years Operations (Relieved 33 Years Limited
on 30.9.2020)
Mr. Ramesh S M Vice President 34.26 BE Mechanical, BOE - 11-Dec-2009 GMR Industries
50 Years 23 Years
Mr. Subramanian K Vice President - 33.97 B.Sc., ACA - 24 Years 21-Jan-2010 Perfetti Vanmalle
48 Years Finance & Taxation India Private
(Relieved on Limited
15.4.2020)
Mr. Karthikeyan M Vice President - 30.49 BE (Mechanical), ANSI, 09-Oct-2000 South India Sugars
52 Years Semmedu BOE - 30 Years Limited
Mr. Sudhakar V K General Manager - 20.90 B.Com, CA Intermediate 22-Feb-1996 C.P.R.M.Steel
60 Years Finance 31 Years Limited
Mr. Kathiravan V General Manager - 20.75 BSc Agriculture - 01-Apr-2002 South India Sugars
58 Years Cane 34 Years Limited
Notes:
1) The nature of employment of Mr.R.Varadarajan, Wholetime Director is contractual. Other employees are not
related to any Director of the Company.
2) The employment of all others is non-contractual and terminable by notice on either side.
3) None of the employees are covered under Rule 5(2)(ii) and 5(2)(iii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.


ANNEXURE 4
TO BOARD’S REPORT FOR THE YEAR ENDED 31ST MARCH, 2020
Statement as at March 31, 2020, pursuant to (Disclosure in the Directors’ Report) SEBI (Share Based Employee
Benefits) Regulations, 2014
A. Summary of Status of ESOPs Granted
The position of the existing schemes is summarized as under -
S.No. Particulars RSCL Employee Stock Option Plan 2012
1 Date of Shareholder's Approval 10th October 2012
2 Total Number of Options approved under ESOPs 11,89,585
3 Vesting requirement 50% of options due for vesting on

each vesting date shall vest on the basis of
time i.e. mere continuance of employment
as on date of vesting; and 50% of
options due for vesting on each vesting
date shall vest on the basis of achievement
of individual key result areas set at the
beginning of each financial year preceding
the financial year in which the individual
vesting date falls.
4 Exercise Price or Pricing Formula -
5 Maximum term of Options granted 8 years
6 Source of shares Primary
7 Variation in terms of ESOP No Variation
8 Method used to account for ESOP Intrinsic Value Method
B. Option Movement during the year 2019-20

Weighted Average
S.No. Particulars Numbers Exercise price
1 Options Outstanding at the Beginning of the Year 2,18,562 55.40
2 Number of Options Granted during the Year – –
3 Options Forfeited/Surrendered during the Year – –
4 Options Vested during the Year – –
5 Options Exercised during the Year – –
6 Options Lapsed during the Year 93,548 55.40
7 Total Number of Shares arising as a result of
Exercise of Options – –
8 Money Realised by Exercise of Options (` in Lakhs) – 55.40
9 Options Outstanding at the End of the year 1,25,014 55.40
10 Options Exercisable at the End of the year 1,25,014 55.40

C. Employee-wise details of options granted during the financial year 2019-20 :

No options granted during the year.
D. Diluted Earnings Per Share pursuant to issue of shares on exercise of options calculated in accordance with Accounting
Standard (AS) 20 : (17.52)
E. Weighted average exercise price/fair value of Options granted during the year whose
(a) Exercise price equals market price N/A
(b) Exercise price is greater than market price N/A
(c) Exercise price is less than market price N/A
Weighted average fair value of options granted during the year whose
(a) Exercise price equals market price N/A
(b) Exercise price is greater than market price N/A
(c) Exercise price is less than market price N/A
F. The weighted average market price of options exercised during the year : Nil
H. Weighted average remaining contractual life
Exercise Price Range (`) Years
0-100 1.53
100-200 Nil
200-300 Nil
H. Net Income
Net Income as reported (5,027.00)
Less: Fair Value Compensation Cost –
Net Income (5,027.00)
I. Method and Assumptions used to estimate the fair value of options granted during the year:
No option granted during the year


ANNEXURE 5
TO BOARD'S REPORT FOR THE YEAR ENDED 31ST MARCH, 2020
SECRETARIAL AUDIT REPORT

(Form No.MR-3)
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
M/s. RAJSHREE SUGARS & CHEMICALS LIMITED
Coimbatore.
I have conducted the SECRETARIAL AUDIT of the compliance of applicable statutory provisions and the adherence to good
corporate practices by M/s. RAJSHREE SUGARS & CHEMICALS LIMITED (CIN: L01542TZ1985PLC001706) (hereinafter
called the Company).Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, I hereby report that in my opinion, the company has, during the audit period covering the
financial year ended on 31st March,2020 complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for
the financial year ended on 31st March, 2020 according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;
v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
('SEBI Act') (wherever applicable) viz. :-
1) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
2) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999;
3) The Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014;
4) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011
5) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client (as amended up-to-date)
vi) and the following Acts and Rules specifically applicable to a Sugar Industry viz.,
1) Agricultural and Processed Food Products Act,1985
2) Acts and Rules prescribed under prevention and control of pollution, environmental protection and energy
conservation.
3) Essential Commodities Act,1955,
4) Export (Quality Control and Inspection) Act, 1963,
5) Food Safety and Standards Act, 2006 and Rules, 2011
6) Indian Electricity Act, 2003

7) The Indian Boilers Act, 1923

8) Levy Sugar Price Equalization Fund Act, 1976
9) Sugar Development Fund Act, 1982
10) Sugar Cess Act, 1982
11) Sugarcane (Control) Order,1966
12) The Sugar (Control) Order, 1966
13) The Sugar (Packing & Marking) Order, 1970
14) The Tamil Nadu Molasses Control and Regulation Rules, 1958
15) The Tamil Nadu Distillery Rules,1981
16) Other local laws as applicable to various plants and offices
The company was not required to comply with the following laws/regulations/ guidelines as these were not applicable during
the financial year:
1) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
(as amended up-to-date)
2) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018
3) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
4) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference
Shares) Regulations, 2013
I have also examined compliance with the applicable clauses of the following:
l The Secretarial Standards issued by The Institute of Company Secretaries of India.
l The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended up-to-date)
During the period under review the Company has complied with all the applicable Acts, Rules, Regulations, Guidelines,
Standards, etc. including the laws mentioned above.
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors, Independent Directors and a woman Director. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate Notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance, a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through unanimously and recorded in the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were no specific instances in respect of :
a) Public /Rights /Debentures/Sweat Equity
b) Redemption/Buy Back of Securities
c) Foreign Technical Collaboration
d) Major decisions taken by measures in pursuance of section 180 of the Companies Act, 2013
Place : Coimbatore Name : G. SOUNDARRAJAN

Date : 26th June 2020 Designation : Practicing Company Secretary
ACS-13993-C.P. No. 4993
UDIN : A013993B000479326
This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure
To
The Members
M/s. RAJSHREE SUGARS & CHEMICALS LIMITED
Coimbatore
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable
basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. The Company has maintained Legal Management System which takes care of regular Compliance of applicable laws
and the amendments are updated then and there by the Company. Wherever required, I have obtained the
Management representation about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Place : Coimbatore G. SOUNDARRAJAN

Date : 26th June 2020 Practicing Company Secretary
ACS-13993-C.P. No. 4993
UDIN : A013993B000479326

ANNEXURE 6
Form No.MGT-9
EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12 (1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN L01542TZ1985PLC001706
ii) Registration Date 13.12.1985
iii) Name of the Company RAJSHREE SUGARS & CHEMICALS LIMITED
iv) Category / Sub-Category of the Company Company Limited by Shares
v) Address of the Registered Office and "The Uffizi", 338/8 Avanashi Road,
contact details Peelamedu, Coimbatore 641 004.
Phone : +91 422 4226222
Fax : +91 422 2577929
E-Mail : [email protected]
vi) Whether listed company YES
vii) Name, Address and contact details of M/s SKDC Consultants Limited
Registrar and Transfer Agents Kanapathy Towers, 3rd Floor
1391/A-1, Sathy Road, Ganapathy
Coimbatore 641 006.
Phone : 0422-4958995,2539835-36
Fax : 0422-2539837
E Mail : [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company is furnished hereunder:
Sl. Name and Description of main NIC Code of the % to total turnover
No. products / services Product / Service of the company
1. White Crystal Sugar 1072 69

2. Co-generation of Power 35106 7
3. Industrial Alcohol 1101 24
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

NIL

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i). Category-wise Shareholding
No. of shares held at the No. of shares held at the

beginning of the year end of the year % change
Category of Shareholders during
% of Total % of Total the year
Demat Physical Total Demat Physical Total
shares shares
A. PROMOTERS
(1) Indian
a. Individual/HUF 7,06,977 Nil 7,06,977 2.510 7,06,977 Nil 7,06,977 2.510 Nil
b. Bodies Corporates 14,49,331 Nil 14,49,331 5.145 14,49,331 Nil 14,49,331 5.145 Nil
Sub-Total (A)(1) 21,56,308 Nil 21,56,308 7.655 21,56,308 Nil 21,56,308 7.655 Nil
(2) Foreign (A)(2)
Individuals (Non-Resident
Individuals /
Foreign Individuals) 1,13,17,313 Nil 1,13,17,313 40.178 1,13,17,313 Nil 1,13,17,313 40.178 Nil
Total Shareholding of
Promoters (A) = (A)(1)+(A)(2) 1,34,73,621 Nil 1,34,73,621 47.833 1,34,73,621 Nil 1,34,73,621 47.833 Nil
B. Public Shareholding
a. Mutual Funds / UTI 100 4,800 4,900 0.017 100 4,800 4,900 0.017 Nil
b. Financial Institutions / Banks 426 1,200 1,626 0.006 400 1,200 1,600 0.006 Nil
Sub-Total (B) (1) 526 6,000 6,526 0.023 500 6,000 6,500 0.023 Nil
2. Non-Institutions
a. Bodies Corporates- Indian 13,81,050 1,13,197 14,94,247 5.305 12,47,349 1,13,197 13,60,546 4.830 (0.475)
b. Individual shareholders
holding nominal share capital
upto ` 1 lakh 46,82,134 9,53,339 56,35,473 20.008 46,77,776 9,01,712 55,79,488 19.808 (0.200)
c. Individual shareholders
holding nominal share capital
in excess of ` 1 lakh 38,24,250 30,000 38,54,250 13.683 42,05,388 30,000 42,35,388 15.038 1.355
d. Others
i) Directors & relatives 5,08,018 2,040 5,10,058 1.811 3,44,461 1,000 3,45,461 1.226 (0.585)
ii) Non Resident Indians 12,69,291 10,46,163 23,15,454 8.220 12,63,913 10,44,163 23,08,076 8.194 (0.026)
iii) Clearing Members 1,13,006 Nil 1,13,006 0.401 1,09,692 Nil 1,09,692 0.389 (0.012)
iv) Hindu Undivided families 2,72,955 Nil 2,72,955 0.969 2,57,118 Nil 2,57,118 0.913 (0.056)
v) IEPF Authority 4,88,908 Nil 4,88,908 1.736 4,88,608 Nil 4,88,608 1.735 (0.001)
vi) Unclaimed Share
Suspense Account 3,182 Nil 3,182 0.011 3,182 Nil 3,182 0.011 Nil
Sub-Total (B) (2) 1,25,42,974 21,44,739 1,46,87,533 52.144 1,25,97,487 20,90,072 1,46,87,559 52.144 Nil
Total Public Shareholding

(B) = (B)(1)+(B)(2) 1,25,43,320 21,50,739 1,46,94,059 52.167 1,25,97,987 20,96,072 1,46,94,059 52.167 Nil
C. Shares held by Custodian

for GDRs & ADRs Nil Nil Nil Nil Nil Nil Nil Nil Nil
Grand Total (A+B+C) 2,60,16,941 21,50,739 2,81,67,680 100.000 2,60,71,608 20,96,072 2,81,67,680 100.000 Nil
Note 1 : Pledge has been created in respect of 1,34,73,621 equity shares with voting rights of Promoter & Group in favour of SBICAP Trustee Company Limited, who is holding the pledge
on behalf of CDR lenders (State Bank of India, UCO Bank, Bank of India, ICICI Bank Limited, Axis Bank Limited and Federal Bank Limited) of the Company, as per the final letter of
approval dated 24.3.2014 from Corporate Debt Restructuring Cell, Mumbai.
Note 2 : The Company has received a letter dated 6.4.2018 from Smt Rajshree Pathy, belonging to the Promoter and Promoter Group of the Company (holding 1,13,17,313 shares),
intimating that she had become Non Resident Indian from the Financial Year 2017-18, as per Section 6 of the Income Tax Act, 1961 and Section 2(w) read with Section 2(v) of the Foreign
Exchange Management Act, 1999. Out of 1,13,17,313 shares, 28,48,976 shares held by her in dematerialized form are yet to be classified under NRI Category by the Depositories.
However, for the purpose of this shareholding pattern, we have classified the entire shareholding under NRI category, as at the year end.

(ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year
Shares of %
No. of shares % of total % of shares No. of shares % of total % of shares change in
Sl. shares of pledged / shares of pledged / shareholding
Shareholder's Name
No. company encumbered company encumbered during the
to total to total year
shares ** shares **
1. Ms. Rajshree Pathy 1,13,17,313 40.178 100.000 1,13,17,313 40.178 100.000 –
2. Ms. Aishwarya Pathy 2,18,674 0.776 100.000 2,18,674 0.776 100.000 –
3. Mr. Aditya Krishna Pathy 4,88,303 1.734 100.000 4,88,303 1.734 100.000 –
4. M/s. RSCL Properties
Private Limited 14,49,331 5.145 100.000 14,49,331 5.145 100.000 –
Total 1,34,73,621 47.833 100.000 1,34,73,621 47.833 100.000 –
** Please refer the note on pledge given in the previous page.
(iii) Change in Promoters' shareholding

There is no change in Promoters' shareholding during the year under review.
(iv) Shareholding Pattern for top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Shareholding at the Shareholding Increase / (Decrease)

beginning of the year at the end of the year during the year
Sl.
Name of the Shareholder % of total % of total % of total
No. No. of No. of No. of
shares of shares of shares of
Shares company shares company shares company
1. Mr. K.Mohan 7,00,613 2.487 7,00,613 2.487 – –
2. Ms. Jaishree Varadaraj 4,93,961 1.754 3,43,961 1.221 (1,50,000) (0.533)
3. M/s. Investor Education and Protection

Fund (IEPF) 4,88,908 1.736 4,88,608 1.735 (300) (0.001)
4. Mr. Hitesh Ramji Javeri 2,80,000 0.994 2,80,000 0.994 – –
5. Ms. Harsha Hitesh Javeri 2,80,000 0.994 2,80,000 0.994 – –
6. Mr. Anvar Jay Varadaraj 2,37,700 0.844 2,87,700 1.021 50,000 0.177
7. Ms. Maya Jay Varadaraj 2,31,700 0.823 2,81,700 1.000 50,000 0.177
8. Mr. Varun Jay Varadaraj 2,31,500 0.822 2,81,500 0.999 50,000 0.177
9. Mr. G Nagarajan 2,29,979 0.816 2,29,979 0.816 – –
10. M/s. Elgi Equipments Limited 2,29,000 0.813 2,29,000 0.813 – –
Note: Since the shares are traded on a daily basis, date wise increase / (decrease) is not indicated.

(v) Shareholding of Directors and Key Managerial Personnel (KMP)
Shareholding at the Shareholding Increase / (Decrease)

beginning of the year at the end of the year during the year
Sl.
Name % of total % of total % of total
No. No. of No. of No. of
shares of shares of shares of
Shares company shares company shares company
1 Ms.Rajshree Pathy 1,13,17,313 40.178 1,13,17,313 40.178 – –

2 Dr.K.Mohan Naidu 1,000 0.004 1,000 0.004 – –
(Term ended on 30.9.2019)
3 Mr.G.R.Karthikeyan 1,040 0.004 1,040 0.004 – –
4 Dr.P.Surulinarayanasami 11,31,107 4.016 11,31,107 4.016 – –
5 Mr.Raja M.J.Abdeen 10,10,000 3.586 10,10,000 3.586 – –
6 Mr.R.C.H.Reddy 832 0.003 832 0.003 – –
7 Mr.S.Krishnaswami NA NA 500 0.001 – –
(Appointed on 30.9.2019)
8 Mr.V.B.Gopal Krishnan 2,390 0.008 2,390 0.008 – –
(Relieved on 16.5.2020)
Note: Mr.G.S.V.Subba Rao, Mr.K.Ilango & Mr.S.Vasudevan, Mr.R.Varadarajan and Mr.Sheilendra Bhansali, Directors and
Mr.M.Ponraj, Company Secretary are not holding any shares at the beginning and end of the year.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment (` in lakhs)
Secured Loans Unsecured Loans Total
Indebtedness at the beginning of the financial year

I) Principal Amount 38,990.51 1,300.93 40,291.44
ii) Interest due but not paid 5,891.93 - 5,891.93
iii) Interest accrued but not due - - -
Total (i+ii+iii) 44,882.44 1,300.93 46,183.37
Change in Indebtedness during the financial year
Addition - - -
Reduction 3,496.68 1,045.42 4,542.10
Net change Indebtedness (3,496.68) (1,045.42) (4,542.10)
At the end of the financial year
I) Principal Amount 35,493.82 255.51 35,749.33
ii) Interest due but not paid 11,925.73 - 11,925.73
iii) Interest accrued but not due - - -
Total (i+ii+iii) 47,419.55 255.51 47,675.06

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNAL

A. Remuneration to Managing Director, Whole Time Director and / or Manager (` in lakhs)
Name of MD / WTD / Manager

Sl.
No. Particulars of Remuneration Mr.R.Varadarajan
Wholetime Director
1. Gross Salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 62.40
b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 8.26
c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 –
2. Fee for attending Board / Committee meetings 2.40
3. Others, if any
Total 73.06
Ceiling as per the Act ` 240 lakhs per annum
B. Remuneration to other Directors (` in lakhs)
Name of Directors
Sl. Particulars of
No. Remuneration Ms.Rajshree Dr.P.Suruli Mr.G.R. Mr.R.C.H Mr.G.S.V. Mr.Raja MJ Dr.K.Mohan Mr.Sheilendra Mr.S.Krishna Mr.S.Vasudevan Mr.K.Ilango Total
Pathy narayana Karthikeyan Reddy Subba Rao Abdeen Naidu Bhansali swami Amount
sami
1. Independent Directors
- Fee for attending
Board / Committee
Meetings NA NA 1.40 1.40 1.40 NA 1.00 1.40 1.00 1.40 1.40 10.40
Others NA NA Nil Nil Nil NA Nil Nil Nil Nil Nil Nil
Total (1) NA NA 1.40 1.40 1.40 NA 1.00 1.40 1.00 1.40 1.40 10.40
Other Non-Executive
Directors - Fee for
attending Board /
Committee Meetings 2.00 1.00 NA NA NA 2.40 NA NA NA NA NA 5.40
Others Nil Nil NA NA NA Nil NA NA NA NA NA Nil
Total (2) 2.00 1.00 NA NA NA 2.40 NA NA NA NA NA 5.40
Total (1+2) 2.00 1.00 1.40 1.40 1.40 2.40 1.00 1.40 1.00 1.40 1.40 15.80
Overall Ceiling 11% on the net profits of the Company as per the provisions of Section 197 of the Companies Act, 2013. The Company may pay
as per the Act sitting fees to the Directors for attending Board / Committee meetings as may be decided by the Board of Directors, subject to a
maximum of `1 lakh per meeting.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD, etc. (` in lakhs)
Key Managerial Personnel
Total
Sl. No. Particulars of Remuneration Mr.V.B.Gopal Krishnan Mr.M.Ponraj Amount
CFO (Relieved on 16.5.2020) Company Secretary
1. Gross Salary
a) Salary as per provisions contained in
section 17(1) of the Income Tax
Act, 1961 41.95 8.69 50.64
b) Value of perquisites u/s 17(2) of the
Income Tax Act, 1961 0.22 -- 0.22
c) Profits in lieu of salary under section
17(3) of the Income Tax Act, 1961 -- -- --
2. Others -- -- --
Total 42.17 8.69 50.86
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: NIL


ANNEXURE 7
BOARD'S REPORT FOR THE YEAR ENDED 31.3.2020
MANAGEMENT DISCUSSION AND ANALYSIS
Industry Scenario and Development
Global Sugar Outlook

According to International Sugar Organization (ISO), global sugar production in 2019-20 (October to September) is estimated
to be at 166.798 million tons down 7.742 million tons from the previous season while the consumption that was expected to
grow by 2.176 million tons from the previous season (in line with changes in consumption in previous years) is now pegged at
176.096 million tons with every possibility of it going down by up to 3 to 4 million due to the side effects of Covid-19 pandemic.
However, there is a global deficit (the difference between global consumption and production) of 9.298 million tons which in
itself is a good thing for the industry.
Sugar Sector in India

It is estimated that the sugar production for the sugar season 2019-20 is 27 million tons down by 6.16 million tons from the
previous year. With the consumption estimate at around 26 million tons and with the exports of around 5.2 million tons the
closing stock is expected to be in around 10.38 million tons as compared to the opening stock of 14.5 million tons. However, it
remains to be seen how much is actually exported considering the after effects of Covid-19 and the quantum of the bounce
back of domestic consumption.
Sugar Sector in Tamil Nadu

Tamilnadu (TN) sugar industry is now passing through a traumatic period for the past 6 years due to continuous failure of
monsoon and lowered water table. TN Government has issued Gazette notifications that the State has been affected by
drought and acute water stress in 2016 and 2018. Though the rain fall in TN during 2019 is almost close to average rainfall, it
has benefited only a few districts of TN and an increase in ground water recharge is observed only in those districts. Failure of
northeast monsoon in TN for the past few years has resulted in low water flow through the rivers resulting in low flow into water
tanks located in villages, which is the main source of ground water recharge.
This has severely impacted the cane availability from 2013-14 season onwards and capacity utilization has been less than
40% during the past two seasons and the current season will be no exception. In short, TN Capacity utilization would be less
than 40% for three seasons in a row. Season wise cane crushed by Tamil Nadu sugar mills is given below:
Cane Sugar Capacity

Sugar season
Crushed Production Utilisation %
2011-12 254.55 23.79 99
2012-13 214.57 19.07 84
2013-14 157.60 14.13 61
2014-15 140.50 12.18 55
2015-16 155.86 13.61 61
2016-17 119.04 10.65 46
2017-18 81.42 7.00 31
2018-19 108.54 9.55 39
2019-20 (E) 80.00 6.75 31

Average recovery - Tamil Nadu

9.60%
9.40%
9.35%
9.20%
9.00% 8.97%
8.89% 8.92% 8.90%
(%)
8.80% 8.81%
8.74%
8.67% 8.64%
8.60%
8.40%
8.20%
2011 -12 2012 -13 2013 -14 2014 -15 2015 -16 2016 -17 2017 -18 2018 -19 2019 -20
(SEASON) Estimates
l The continuous five years of monsoon failure has led to a massive shrinkage in cane area and thereby a reduction in cane
availability.
l Gross under-utilisation of capacities has resulted in sub-optimal production of sugar, power and alcohol.
l Associated high incidence of fixed cost has spiked our cost of production of sugar higher by `10/kg compared to other
states.
l Inadequate revenue generation is challenging our long term sustainability of this core industry in the State.
l Low cane availability has an adverse effect on the by-product value addition also.
l Capacities added in ethanol production established at a massive investment is remaining idle for want of basic raw
material.
Due to the deficit rainfall over past six years and more particularly after the droughts in 2016 and 2018, the cane crushing in
your company has dropped to 6.21 Lakh tons in Financial year 2019-20 from 28.4 lakh tons in financial year 2012-13. Your
company could not generate adequate revenue and cash flows to pay cane price to the farmers and simultaneously service
and repay the loans taken from Banks. As a result the company defaulted to the banks and was categorized as a
Non-performing Asset (NPA) in the month of June 2018.
The company has submitted a proposal and is in discussion with the banks for restructuring of bank loans and it is under
serious consideration of the banks.
Government of India Sugar Policies

The Government had announced slew of measures to revive the sugar industry.
(A) Minimum sale price of sugar and Release order mechanism:

Government which had fixed the minimum price at which the sugar mill could sell sugar at `31 per kg in February'2019
was extended for this financial year also. So also was the release order mechanism put in place last financial year.

Though this move may not ensure cost recovery, this has certainly helped the company as this measure ensured a
slightly more level playing field to compete with mills from the other states that were dumping cheap sugar to our markets.
(B) Creation of Buffer Stock:

With a view to improve the liquidity position of the sugar mills, enabling them to clear cane price arrears of farmers and to
stabilize domestic sugar price, the Central Government had created a buffer stock of 4 million tons of sugar in July 2019
for which the Government would reimburse carrying cost of `1,674 crores towards maintenance of buffer stock.
For a company with low sugar production, participation in this scheme would further aggravate the already abysmal
liquidity crunch and further delay the payments to the farmer having negative impact for years to come.
(C) Maximum Admissible Export Quantity (MAEQ):

The lump sum export subsidy would be provided for expenses including handling, upgrading and other processing, costs
of international and internal transport freight charges on export of upto 6 million metric tons. The same would be limited to
MAEQ allocated to sugar mills for sugar season 2019-20.
The export subsidy accruable would be ` 10,448 per ton of sugar exported by mills. A total of around ` 6,268 crores thus
accrued will be transferred directly to the farmers or directly to the factories, which have cleared the cane dues.
l Delay in the settlement of claims by Central Government would make it untenable for the company already hard
pressed for liquidity.
l With a limited production of sugar, the same could be sold in the domestic market on a cash and carry basis which
meant immediate liquidity for the company.
(D) Ethanol
Environment ministry by notification S.O.236 (E) dated 16.1.2020 waived green clearance requirements for distilleries
planning to produce upto 50% more ethanol than their nameplate capacity without increasing pollution load.
Although an excellent initiative by the Ministry, this would not be any use particularly to the state of Tamil Nadu where the
sugarcane production is a challenge due to elongated drought periods.
(E) Soft Loan

The Centre had announced the loan package in two tranches, first in June 2018 amounting to ` 4,440 crore and the other
in March 2019 of ` 10,540 crore. The objective was to help millers in clearing cane arrears and divert surplus sugar for
ethanol manufacturing. As the disbursal of ` 14,980 crore soft loan scheme for sugar mills is moving at a snail's pace, the
government has extended the moratorium period for repayments by six more months.
Since the Company is under NPA, for availing this soft loan it needed a sovereign guarantee from the State Government
which was also not forthcoming and also since the Company did not want to add burden of further debts this was not opted
for by the company.
(F) Tamil Nadu state sugarcane policy

During the year, the Tamil Nadu (TN) Government paid a transitional production incentive of `137.5 per ton of sugarcane,
directly to the bank account of farmers of Varadarajnagar, Mundiyampakkam, and Semmedu, who had supplied
sugarcane during 2018-19 sugar season, to bridge the difference between FRP and the higher SAP announced earlier by
the State Government.
The government also has come out with a notification of transport subsidy of ` 100 per ton of cane for transport from the
field to the factory for the sugar season 2018-19.

Impact of Covid-19
The Covid - 19 pandemic has had a black swan effect of monstrous proportion and the lockdown announced on 25th March
2020 came at the time when Tamil Nadu was at the peak of its main season crushing which usually witnesses a higher sugar
recovery. Though the sugar industry was exempt from the lockdown as an essential industry, fear psychosis and family
pressure drove most of the employees and farm harvest labor out from work. That perforce shut down operating mills and
some were able to limp back to operation only after three/four weeks' time.
With the closure of all TASMAC outlets during the lockdown period, all the alcohol distillery units were also shut down with no
sale of alcohol.
Complete lockdown of all business - restaurants, malls, hostels attached to educational institutions, entertainment and
hospitality establishments and with absence of marriage and other public celebrations, sugar off-take has also been very low
during this period.
The company had stopped operations of both the integrated sugar plants at Unit 1 and Unit 2 on 25.3.2020 and our distillery
plant at unit 3 on 26.3.2020.
Unlike in the normal course where the company would have stopped it's crushing in the month of April it had to be extended
well into the month of May due to the lockdown. Due to this there was a recovery loss of 1.43% in sugar which resulted in
increased operational cost. This was aggravated by the fact that production of alcohol was lost for a month and sale of alcohol
by over 40 days leading to a high inventory of sugar, molasses and alcohol.
Opportunities & Threats

Sugar business is cyclical and is highly dependent upon the monsoon. Pricing of sugarcane is beyond the control of the sugar
mill and is announced by Central Government. The sugar price realizations are also subject to market sentiments inconsistent
with the fundamentals of actual demand and supply.
Delay in payment of cogeneration dues by the TANGEDCO, poses a challenge in the cash flows of the company.
Sugarcane Price
The Central Government has retained the 2018-19 season's FRP of ` 275/- per quintal for a basic recovery rate of 10%
providing a premium of ` 2.75 per quintal for each 0.1 % increase in recovery over and above 10% for the season 2019-20.
Also allowed a discount of ` 2.75 per quintal for every 0.1 % decrease in recovery from 10% to 9.5%. However, in case of the
mill with a recovery of lower than 9.5%, the price has been fixed at ` 261.25 per quintal for the 2019-20 season. This policy of
differentiating the price based on the recovery would help the Tamil Nadu mills as most of the mills normally operate at less
than 9.5% recovery.
In the state of Tamil Nadu, the revenue sharing model of sugarcane price fixation under “Tamil Nadu Sugarcane (Regulation of
Purchase Price) Act 2018” continues.
A welcome step for the company, could help in eliminating the mismatch of sugar price and cane price and thus stabilize the
long term viability of the company.
Ethanol
The Central Government after having amended on July 26, 2018, the Sugarcane (Control) Order, 1966 vide Sugarcane
(Control) Amendment Order, 2018 further notified the following:
1. The price of ethanol from C heavy molasses route increased from ` 43.46 per liter to ` 43.75 per liter,
2. The price of ethanol from B heavy molasses route increased from ` 52.43 per liter to ` 54.27 per liter,
3. The price of ethanol from sugarcane juice/sugar/sugar syrup route be fixed at ` 59.48 per liter,
4. Additionally, GST and transportation charges will also be payable.

l No major impact for the company for three reasons

o The raw material sugar cane is in severe short supply.
o Average realization of ENA converted from C heavy molasses is higher than the ethanol realization.
o At the present market prices it would still make economic sense to produce sugar as we have natural markets
for us.
Outlook
While Tamil Nadu has had a dismal sugar production of 0.95 million tons because of low sugarcane availability, the country as
a whole had produced 33.16 million tons in the season 2018-19, leaving a large surplus of 14.58 million tons, and the country is
set to produce 27 million tons in the current season 2019-20. With a strong export possibility of 5.2 million tons and a
consumption figure of 26 million tons (normal year consumption in line with a YoY growth) would leave the country with a
closing stock 10.38 million tons. Therefore, sugar prices would be anchored around the Minimum Support Price fixed by the
Government of India. Nonetheless, monsoon and Government policy on sugar would continue to have a significant bearing on
the prospects of the industry in the coming years.
Risks and concerns

Your company continues to review and manage the risks emanating from such a dynamic environment at periodic intervals.
The major risks faced by the industry include sugarcane availability, price realization and regulatory control by Government
and financial liquidity amongst others.
Sugarcane availability
Sugarcane is the main raw material in sugar mills. Sugarcane cultivation is monsoon dependent. Hence it becomes
unpredictable in adverse climatic conditions. Similarly other factors like scarcity of harvest labor, sugarcane price, and
availability of attractive competitive / alternate crops will have a direct impact on cane availability and affect our business.
Risk mitigation:
l Micro level continuous yield improvement activities (village level) to obtain a higher yield per acre.
l Promoting high sucrose yielding varieties for better sugar recovery.
l Close monitoring of cane development activities, which includes supply of good quality seeds, fertilizers and manure,
among others.
l Focusing on areas with better ground water availability.
l Implementation of good agronomical practices and pest management practices.
l Promoting drip irrigation with support of State subsidy.
l Testing new improved varieties of cane with support of Sugarcane Breeding Institute.
l Careful monitoring of cane planting and harvesting schedule.
l Retention of ratoon crop and implementation of ratoon management practices.
l Introduction of mechanical harvesters.
l Maintaining good relationship with farmers.
Sugar price realization risk

Sugar being a commodity, the sugar price remains volatile and realizations get adversely affected during a downturn. Coupled
with this, higher cane price too affects profitability.

Risk mitigation: To de-risk the challenges of cyclicality in the sugar business, the Company has installed downstream
industries of producing alcohol and cogeneration of power by using byproducts of sugar industry viz., molasses and bagasse.
The Power and Alcohol business enhances the profitability of the company and de-risks the business from the adverse
movements of sugar price and therefore the company to augment its own availability of molasses is importing the same from
other states and also procuring it from other factories in TN to maximize the distillery capacity utilization.
TN government has increased the subsidy amount for drip installation and has also included all the components like filter units
etc., for subsidy eligibility. Enhanced subsidy to the drip irrigation has resulted in almost zero investment for marginal farmers
and reduced investment for farmers with large holdings of land. The company is utilizing this opportunity to promote drip
irrigation to conserve water and maximize the yield.
The Company is also focusing on selling regularly on every price point thereby improving the average realization for sugar.
The sugar industry continues to be regulated by State Governments by other controls viz., reservation of cane area and
fixation of sugarcane price.
In order to stabilize the domestic sugar prices, due to glut in the sugar production in the country, and to enable the sugar mills
across the country to clear the cane price arrears, the government had taken the following measures during the year:
a) The Government of India had allowed 6 million tons of export under Maximum Admissible Export Quantity (MAEQ)
scheme for the 2019-20 sugar year with each Mill being allocated a certain fixed quantity.
b) The Government of India had announced an export subsidy of ` 10,448/- per ton of sugar exported during the 2019-20
sugar season.
c) The Government of India has also continued the monthly sugar release mechanism to control sugar supply to the
domestic market for the 2019-20 season.
d) The Government of India had created a buffer stock of 4 million tons of sugar.
e) The Government of India had announced Minimum Selling Price (MSP) of ` 31/- per kg, below which the mills cannot
sell sugar.
Since, the Company is working at 25% of its production capacity due to continuous drought for the last 5 years, it is not
possible to meet some or all of the regulatory measures taken by the Government.
Risk mitigation:
Indian Sugar Mills Association (ISMA) and South Indian Sugar Mills Association (SISMA) of which the Company is a member
are in the process of presenting recommendation for appropriate policy changes to reduce governmental influence in the
sugar sector and work toward complete decontrol of the sugar industry.
The Company had challenged the monthly sugar release mechanism, before the court of law and got an interim order in favour
of the Company.
The State Government had also sent representations to the PMO, Ministry of Consumer Affairs, Food & Public Distribution
seeking exemption from MIEQ, monthly release mechanism and buffer stock.
After shocks of Covid-19 on the company:

Consequences of the outbreak of the Pandemic were felt on both the streams of Sugar, Alcohol production:
On the production side crushing during peak summer cost the company a recovery loss of 1.43% which directly affected the
operational cost on sugar. There was also production loss for a month in alcohol due to the lockdown.
Consumption:
Complete lockdown in the country of all business - restaurants, malls, hostels attached to educational institutions,
entertainment and hospitality establishments lead to a drastic drop in the demand from the industrial buyers who constitute
almost 62% of the total consumption that too in peak summer season sales. This could potentially lead to fall in the
consumption due to this demand destruction. This can lead to a increase of the national closing stock to 12.38 million tons
thereby depressing the prices.

Financial liquidity risk

Sugar industry is highly working capital intensive. Raising adequate and rightly-priced working capital or arranging funds for
payment of the interest and principal with respect to loans availed might pose a challenge. The other associated risk is soaring
interest rates.
The sugarcane availability and sugar price risk continue to have significant impact on the financial liquidity of the Company.
Since the Company has been declared NPA in June 2018, it is operating without working capital facilities.
Risk mitigation:
The Company has been granted holding-on-operations by the lenders, with certain conditions including cut-back from
cashflows, enabling the Company to continue its operations.
The Company has also obtained an interim stay on the application of release mechanism from the High Court of Judicature at
Chennai enabling sale of sugar as needed.
Further, the Company is also under discussions with the Banks for debt restructuring and the which has been delayed due to
Covid-19 lockdown restrictions is now under active consideration.
Internal control systems and their adequacy

The Company has well-established internal control systems in the form of well-documented policies, authorization guidelines
commensurate with the level of responsibility and standard operating procedures, to ensure proper functioning of operations.
Moreover there exists an effective internal audit system, commensurate with the requirements of the company.
The Board, Audit Committee and the Management review the findings and recommendations of the Internal Auditors and take
corrective action, wherever necessary. Moreover the Audit Committee periodically interacts with Statutory Auditors and
makes continuous assessments of the adequacy and effectiveness of the internal control systems.
Human Resources
The Management Staff Strength as on 31st March 2020 is 192. The Non-Management Staff strength as on 31st March 2020 is
594. Industrial Relations are cordial and there is no significant development.
Financial performance with respect to operational performance

Operational Performance
Year ended % Increase

Particulars (Decrease)
31.3.2020 31.3.2019
Cane Crushed (Tons) 6,21,039 9,21,726 (32.62)
Recovery % 8.54 8.48 0.06*
Sugar Production (Tons) 53,063 78,183 (32.13)
Sugar Sales (Tons) 69,240 86,987 (20.40)
Power Production (Lakh Kwh) 760 1,113 (31.72)
Power Export to Grid (Lakh Kwh) 462 662 (30.21)
Alcohol Production (Lakh Litres) 137.42 186.20 (26.20)
* Absolute change

Financial Performance- Segment Wise

The company is engaged in three segments, namely Sugar, Cogeneration and Distillery
(` in Lakhs)
Particulars 31.3.2020 31.3.2019
Sales Turnover
Sugar 24,635.17 28,380.16
Co-generation 2,679.16 4,683.06
Distillery 8,461.60 10,212.13
Less: Inter Segment revenue 3,027.97 3,329.99
Net Sales / Income from Operations 32,748.26 39,945.36
Profit / (Loss) before tax
Sugar (3,237.24) (5,980.53)
Co-generation 562.20 2,158.64
Distillery 2,511.43 4,472.18
Less: i. Interest 5,778.83 5,796.23
ii. Other un-allocable expenditure 1,100.40 1,382.81
Add : Exceptional Income - -
Profit /(Loss) before tax (7,042.85) (6,528.75)
Ratio's where there has been significant change from the Financial Year (FY) 2018-19 to Financial Year 2019-20:
Sl. No. Key Profitability Ratios FY 2019-20 FY 2018-19 Remarks

1. EBITDA/Sales % Operating EBITDA for the year 2019-20 stood at
(Operating Profit Margin) 3.73% 4.4% `12.20 crores as against `17.38 crores for the year
2018-19. Owing to drought, low capacity utilization
recorded a significant fall on an annualised basis and
coupled with mismatch between the Cost of
production and Selling price of sugar resulted in fall in
the EBITDA.
2. Net Profit Margin (%) -21.51% -16.3% Interest cost for the year 2019-20 stood at `57.79
crores as against `57.96 crores for the year 2018-19.
Insufficient operating EBITDA resulted in negative
net profit margins.
3. Return on Net Worth -127.93 -46.6% As explained in point no. 1 and 2 above

Sl. No. Key Liquidity Ratios FY 2019-20 FY 2018-19 Remarks

1. Current Ratio 0.27 0.44 Negative net profit margin resulted in the tightness of
working capital and mounting current liabilities.
2. Debtors Turnover Ratio 7.65 6.35 The reduction in Debtors during the year 2019-20 is
by 32% as compared to the position of the same as
on 31.03.2019.The reduction in sales during the year
2019-20 is only by 20% as compared to the same
during the year 2018-19. Moreover, the cogeneration
dues for export of power to TANGEDCO has
fallen from `49.80 crores as on 31.03.2019 to
`34 crores as on 31.03.2020. These factors
have led to an improvement in the Debtors turnover
ratio.
3. Inventory Turnover 4.51 3.52 Quick sales with lower stocks has led to the higher
ratio in the current year as compared to the previous
year.
Sl. No. Key Capital Structure Ratios FY 2019-20 FY 2018-19 Remarks

1. Debt Equity Ratio 11.93 5.10 Loss after tax resulted in the erosion of the reserves
and surplus and thus resulted in inflated Debt equity
ratio.
2. Interest Coverage Ratio 0.21 0.30 Dismal operating margin resulted in EBITDA being
insufficient to service debt. The interest charge
remained at identical levels because of the default on
term loan. This led to the drop of interest coverage
ratio.
Cautionary statement
Statements in this Report describing the Company's objectives, estimates and expectations may constitute “forward looking
statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied.


INDEPENDENT AUDITOR'S REPORT

To the Members of Rajshree Sugars & Chemicals Limited
Report on the Financial Statements
Opinion
We have audited the Financial Statements of Rajshree Sugars and Chemicals Limited (“the Company”), which comprise the
Balance Sheet as at 31st March 2020, the Statement of Profit and Loss (including Other Comprehensive Loss), the Statement
of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial
Statements give the information required by the Companies Act,2013 (“the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2020, the Loss and total comprehensive loss, changes in equity
and its cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined
the matters described below to be the key audit matters to be communicated in our report.
S.No. Key Audit Matter Auditor's Response
1 Accounting for Interest on loans from Banks The accounting for interest accrued and due as stated
consequent to loan accounts being treated as NPA : has given rise to the carrying amount of outstanding
loan and interest at variance compared to statement of
As stated in Note No.39(1), the company's loan accounts account from the respective bankers.
with banks have become NPA and the consortium of At the request of the Company, bankers have allowed
bankers other than ICICI Bank Limited and Federal Bank operation of the accounts as before under certain
Limited have not debited interest with effect from restrictions.
28.06.2018. The company is engaged with the lenders for a
However, the Company has recognized the liability resolution by restructuring bank debt under RBI
Guidelines
towards accrued interest, as per terms of sanction read
We have reviewed the relevant documents and have no
with CDR concessions, aggregating to `9,899.37 lakhs
alternate view on the accounting of interest on loans in
and shown it under interest accrued and due . the circumstances.

S.No. Key Audit Matter Auditor's Response

2 Secured Loan from Sugar Development Fund (SDF) : The method of accounting of interest due/overdue has
The Company has defaulted in repayment of dues resulted in the carrying amount of outstanding loan and
towards Principal and Interest on account of stressed interest at variance from the demand received from
Financial position and have represented for SDF on the specified due dates.
rescheduling of the terms of repayment. On representation from the Industry Association, the
SDF Act has been amended to permit rescheduling of
In this background, the Company has accounted for
loans for sugar mills affected by natural calamity. On the
Interest payable at the rates as per terms of sanction
recommendation of the State Government the GOI
aggregating to ` 2,026.35 lakhs and shown it under
issued the notification of amendment on 17.9.2018 but
interest accrued and due .
the guidelines for rescheduling loans are yet to be
released by the Ministry of Food & Public distribution.
The State Government has issued GO No.6 dated
10.1.2017 and GO No. 91 dated 7.3.2019 declaring
drought in Tamil Nadu in 2016 and 2018. The Chief
Secretary has vide letter No. 5603/MIC1/208-3 dated
27.2.2019 to Secretary, Dept of Food, GOI
recommended rescheduling / restructuring of the SDF
loans availed by Tamil Nadu sugar mills.
We have reviewed the relevant documents and have no
alternate view on the accounting of interest in the
circumstances.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company’s Management and the Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s Annual Report, but does not include the Financial Statements and our
auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance /
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management's and Board of Directors Responsibility for the Financial Statements

The Company's Management and the Board of Directors are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Financial Statements that give a true and fair view of the financial position, state of affairs,
the comprehensive loss, changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
l Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating effectiveness of such controls.
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management and Board of Directors.
l Conclude on the appropriateness of management and Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
l Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Loss, Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the Directors as on 31st March, 2020 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a Director in
terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in Annexure " B". Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over
financial reporting.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section
197(16) of the Act, as amended:
The remuneration paid by the Company to its Directors by way of fee for attending meetings of the Board or
Committee thereof, is in accordance with the provisions of Section 197(5) of the Act
The Remuneration paid to the Whole Time Director, is in accordance with the provisions of Section 197 of the
Companies Act and that the same is not in excess of the limit laid down under the said section .The same has been
approved by the Consortium of Bankers from whom the Company has availed loan facilities. Approval from Sugar
Development Fund, the only other Secured Creditors has not been received till date as detailed in No.39(14).
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company except unpaid dividend of ` 39,729/- for the Financial Year 2009-10 as per the
stay orders issued by the Court.
For S. Krishnamoorthy & Co.

Registration No.001496S
K Raghu
Membership No:011178
Place : Coimbatore Auditor, Partner
Date : 26th June 2020 UDIN 20011178AAAACM4372

ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements)
According to the information and explanations sought by us and given by the Company and the books and records examined
by us during the course of our Audit and to the best of our knowledge and belief we report the following:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets
(b) The fixed assets have been physically verified in a phased periodical manner, by the management, which in our
opinion is reasonable having regard to the size of the Company and the nature of its assets. No material
discrepancies have been noticed on such physical verification.
(c) The title deeds of all the immovable properties of land and building which are freehold are held in the name of the
Company as at the Balance Sheet date. In respect of building that has been taken on lease and disclosed as fixed
assets in the Ind AS financial statements, the Lease Agreements are in the name of the Company.
(ii) The physical verification of inventory has been conducted by the management at reasonable intervals. The Company has
maintained proper record of inventory and no material discrepancies were noticed on the physical verification of
inventories as compared to the book records.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other
parties covered in the register maintained under section 189 of the Act.
(iv) The Company has not advanced any loans to its directors or any other person in whom the Directors are interested or
given any guarantee or provided any security in connection with any loan taken by the Directors or such other person as
contemplated under section 185 of the Act.
(v) The Company has not accepted any deposits from the public. Therefore the provisions of clause (v) of para 3 of the order
are not applicable to the company.
(vi) The Central Government has prescribed the maintenance of cost records under section 148(1) of the Act, in respect of
manufacture of sugar and alcohol as well as generation and transmission of electricity by the company. We have broadly
reviewed the accounts and records of the company in this connection and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We have not, however carried out a detailed
examination of the same.
(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employee's state
insurance, income-tax, goods and service tax, duty of customs, duty of excise, cess and other material statutory
dues with the appropriate authorities. There are no undisputed arrears of statutory dues which were outstanding as
at 31 March 2020 for a period of more than six months from the date they became payable.
(b) The details of disputed statutory dues which have not been deposited by the Company are as given below:
Amount Period to which the
Name of the Statute Nature of Demand (` in Lakhs) Forum where dispute is pending
Amount Relates
Central Excise Excise Duty 550.50 April 2013-March 2014 CESTAT
TNVAT Tax 56.89 2011-12 & 2012-13 Asst. Commissioner Appeals
Income Tax Tax 16.16 Assessment Year Commissioner of Income

2017-18 Tax Appeals

(viii) The Company has not borrowed from any financial institution and has not issued any debentures till date. In respect of
borrowings from Banks and Sugar development fund, the details of default in repayment is as given in Note No. 39(1) of
notes to financial statements.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments)
during the year. The Company has not availed any new term loans during the year.
(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) In our opinion the managerial remuneration has been paid in accordance with the requisite approval mandated by the
provisions of section 197, read with schedule V of the Act, excepting that the approval from the only other secured creditor
is awaited as detailed in Note No. 39 (14)
(xii) The Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) In our opinion the transactions with the related parties are in compliance with sections 177 and 188 of the Act and details
of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting
standards.
(xiv) The Company has not made preferential allotment or private placement of shares or fully or partly paid convertible
debentures during the year and hence reporting under paragraph 3 clause (xiv) of the Order is not applicable to the
Company.
(xv) The Company has not entered into non-cash transactions with Directors or persons connected with the Directors and
hence provisions of section 192 of the Act are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

K Raghu
Place : Coimbatore Membership No:011178
Date : 26th June 2020 Auditor, Partner
UDIN 20011178AAAACM4372

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph 2(f) of Report on Other Legal and Regulatory Requirements)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Rajshree Sugars and Chemicals Limited ("the
Company") as of March 31, 2020 in conjunction with our audit of the Financial Statements of the Company for the year ended
on that date.
Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining Internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk.
The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
A Company's internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and Directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the Company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

K Raghu
Membership No:011178
Place : Coimbatore Auditor, Partner
Date : 26th June 2020 UDIN 20011178AAAACM4372

BALANCE SHEET AS AT 31ST MARCH 2020

(` in Lakhs)
PARTICULARS Note 31.3.2020 31.3.2019
Non-current assets
Property, plant and equipment 2 48,081.11 50,423.00
Right of use 3 158.50 –
Capital work in progress 102.23 214.37
Investment properties 4 11.50 11.89
Other intangible assets 2 24.17 24.17
Financial assets:
Other financial assets 5 151.12 142.19
Deferred Tax Assets (Net) 6 5,594.29 3,445.07
Other non-current assets 7 474.37 486.52
Total non-current assets 54,597.29 54,747.21
Current assets
Inventories 8 7,267.39 11,349.55
Financial assets
i. Trade receivables 9 4,283.29 6,285.89
ii. Cash and cash equivalents 10 506.66 246.85
iii. Bank balances other than cash and cash equivalents 11 19.39 116.24
iv. Other financial assets 12 195.22 482.88
Current tax asset - Net 13 201.81 208.47
Other current assets 14 896.22 871.39
Total current assets 13,369.98 19,561.27
Total Assets 67,967.27 74,308.48
Significant Accounting Policies Note No. 1

(Continued...)
See accompanying notes to the financial statements
As per our report of even date
K Raghu
Membership No:011178 Sheilendra Bhansali R Varadarajan
Auditor, Partner Director Wholetime Director
UDIN 20011178AAAACM4372 DIN 00595312 DIN 00001738
Place : Coimbatore C S Sathiyanarayanan M Ponraj

Date : 26th June 2020 Associate Vice President (Finance) Company Secretary

BALANCE SHEET AS AT 31ST MARCH 2020 (Continued)

(` in Lakhs)
Equity and liabilities

Equity
Equity share capital 15 2,816.77 2,816.77
Other Equity 16 1,136.75 6,163.75
Total equity 3,953.52 8,980.52
Liabilties
Non-current liabilities
Financial liabilities
i. Borrowings 17 & 3 13,680.81 21,210.04
ii. Lease Liabilities 3 & 17 140.31 –
Provisions 18 212.20 57.18
Total non-current liabilities 14,033.32 21,267.22
Current liabilities
Financial liabilities
i. Borrowings 19 6,698.26 6,964.79
ii. Trade payables 20
a. Total outstanding dues of micro enterprises
and small enterprises 151.15 112.53
b. Total outstanding dues of creditors other than
micro enterprises and small enterprises 14,566.87 17,134.60
iii. Other financial liabilities 21 27,124.56 18,008.95
iv. Lease Liabilities 3 & 17 31.52 –
Other current liabilities 22 1,219.18 1,654.57
Provisions 18 188.89 185.30
Total current liabilities 49,980.43 44,060.74
Total liabilities 64,013.75 65,327.96
Total equity and liabilities 67,967.27 74,308.48

K Raghu


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2020
(` in Lakhs)

Income
Revenue from operations 23 32,748.27 39,945.36
Other income 24 343.69 299.84
Total income 33,091.96 40,245.20
Expenses
Cost of materials consumed 25 18,833.61 26,415.22
Changes in inventories of work-in-progress,
Stock-in -Trade and finished goods 26 4,555.79 2,434.75
Employee benefit expenses 27 3,344.60 3,441.18
Finance costs 28 5,778.83 5,796.21
Depreciation and amortisation expense 29 2,483.91 2,469.53
Other expenses 30 5,138.06 6,217.06
Total expenses 40,134.80 46,773.95
Profit/(loss) before exceptional items and tax (7,042.84) (6,528.75)
Exceptional items – –
Profit/(loss) before tax (7,042.84) (6,528.75)
Income tax expense/(benefit) 31
Current tax – (24.20)
Deferred tax (2,107.60) (2,320.29)
Income tax expense/(benefit) (2,107.60) (2,344.49)
Profit/(Loss) for the year (4,935.24) (4,184.26)
Other comprehensive income
Items that will not be reclassified to profit or (loss)
Remeasurement of post employment benefit obligations (133.37) 1.66
Income tax relating to these items 31 41.61 (0.52)
Other comprehensive income/(loss) net of tax (91.76) 1.14
Total comprehensive income/(loss) for the period (5,027.00) (4,183.12)
Earnings/(Loss) per equity share of
`10/- each (Amount in `)
Basic 38 (17.52) (14.85)
Diluted 38 (17.52) (14.85)

K Raghu


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2020
` in Lakhs
PARTICULARS 31.3.2020 31.3.2019

Profit / (Loss) before income tax (7,042.84) (6,528.75)
Adjustments for:
Depreciation and amortisation expense 2,483.91 2,469.53
(Gain)/loss on disposal of property, plant and equipment 6.41 (1.64)
Derecognition of Finance Lease (192.18)
Finance costs 5,778.83 5,796.23
Finance cost on right of use asset 24.08 –
Change in operating assets and liabilities
(Increase)/Decrease in trade receivables 2,002.60 (1,527.60)
(Increase)/Decrease in inventories 4,082.16 2,640.86
Increase/(Decrease) in trade payables (2,529.11) 4,416.23
Increase/(Decrease) in other financial assets 384.50 58.55
(Increase)/Decrease in other non-current assets 12.15 3.08
(Increase)/Decrease in other current assets (45.43) 589.94
Increase/(Decrease) in provisions 25.24 (10.54)
Increase/(Decrease) in security deposits 15.19 (29.97)
Increase/(Decrease) in other current liabilities (435.39) (779.16)
Cash generated from operations 4,570.12 7,096.76
Income taxes paid 6.66 (19.89)
Net cash inflow from operating activities 4,576.78 7,076.87
Cash flows from investing activities
Payments for property, plant and equipment (761.63) (178.41)
Proceeds from sale of property, plant and equipment 5.51 2.09
Net cash outflow from investing activities (756.11) (176.32)
Cash flows from financing activities
Proceeds from Borrowings (3,768.52) (5,537.11)
Interest paid 254.96 (1,393.58)
Payment of Lease liabilities (47.30) –
Net cash inflow / (outflow) from financing activities (3,560.86) (6,930.69)
Net increase / (decrease) in cash and cash equivalents 259.81 (30.14)
Cash and cash equivalents at the beginning of the financial year 246.85 276.99
Cash and cash equivalents at the end of the year 506.66 246.85

K Raghu


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2020 (` in Lakhs)
i) Equity Share Capital

Particulars Notes ` in Laksh
Balance as at March 31, 2018 2,816.77
Changes in equity share capital
during the year 15 –
Changes in equity share capital
during the year 15 –
ii) Other Equity
Reserves and Surplus Other Reserves

Securities General Capital Retained Share Option
Particulars Notes Premium Reserve Reserve Earnings Outstanding Total
Account Reserve
Balance as at March 31, 2018 1,359.94 7,575.90 158.70 1,220.02 32.31 10,346.87
Profit for the period 16 – – – (4,184.26) – (4,184.26)
Other comprehensive income 16 – – – 1.14 – 1.14
Share option outstanding reserve
to retained earnings 16 – – – 16.60 (16.60) –
Balance as at March 31, 2019 1,359.94 7,575.90 158.70 (2,946.50) 15.71 6,163.75
Profit for the period 16 – – – (4,935.24) – (4,935.24)
to retained earnings – – – 8.98 (8.98) –
Other comprehensive income 16 – – – (91.76) – (91.76)
Balance as at March 31, 2020 1,359.94 7,575.90 158.70 (7,964.52) 6.72 1,136.75

K Raghu


NOTES TO THE FINANCIAL STATEMENTS (` in Lakhs)
Company overview
RAJSHREE SUGARS AND CHEMICALS LIMITED ('the Company') is a public limited company incorporated in India.
The company's equity shares are listed on BSE and NSE. The registered office is located at "The Uffizi", 338/8, Avinashi
Road, Peelamedu, Coimbatore - 641 004, Tamilnadu, India.
1. Significant accounting policies

1.1 Statement of compliance
The financial statements have been prepared as a going concern in accordance with Indian Accounting Standards
(Ind AS) notified under the Section 133 of the Companies Act, 2013 (”the Act”) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.
1.2 Basis of preparation and presentation

The financial statements have been prepared on the historical cost convention on accrual basis except for certain
financial instruments which are measured at fair value at the end of each reporting period, as explained in the
accounting policies mentioned below. Historical cost is generally based on the fair value of the consideration given
in exchange of goods or services.
The principal accounting policies are set out below:

All assets and liabilities have been classified as current or non-current according to the Company's operating cycle
and other criteria set out in the Act. Based on the nature of products and the time between acquisition of assets for
processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as
twelve months for the purpose of current and non-current classification of assets and liabilities.
1.3 Going concern

The Board of Directors have considered the financial position of the Company at 31 March 2020 and projected cash
flows and financial performance of the Company for at least twelve months from the date of approval of these
financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained
profitability remains on course.
The Board of Directors are engaged with the lenders to ensure that appropriate long-term cash resources are in
place to fund the Company's operations.
1.4 Use of estimates and judgments

The preparation of financial statements in conformity with Ind AS requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and the reported amount of assets,
liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these financial
statements and the reported amount of revenues and expenses for the years presented. Actual results may differ
from the estimates.
Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and future periods affected.
1.5 Revenue recognition

The company derives revenue primarily from the sale of Sugar, Alcohol and Power.
Revenue from contract with customers is recognized when the Company satisfies performance obligation by
transferring promised goods and services to the customer. Performance obligations are satisfied at the point of time
when the customer obtains controls of the asset.

Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable,
stated net of discounts, returns and Goods and Service Tax. Transaction price is recognized based on the price
specified in the contract, net of the estimated sales incentives/ discounts. Accumulated experience is used to
estimate and provide for the discounts/ right of return, using the expected value method.
Ind AS 115 provides a single model of accounting for revenue arising from contracts with customers based on the
identification and satisfaction of performance obligations.
1.6 Foreign currencies

1.6.1. Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the company operates ('the functional currency'). The financial statements are
presented in Indian rupee, which is the company's functional and presentation currency.
1.6.2. Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at
the year-end exchange rates are generally recognized in profit or loss.
1.7 Employee Benefits

1.7.1. Short term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are recognized
in respect of employees' services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit
obligations in the Balance Sheet
1.7.2. Other long term employee benefit

The liabilities for earned leave that are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service are measured as the present value of the expected
future payments to be made in respect of services provided by employee up to the end of reporting period
using the projected unit credit method. The benefits are discounted using the market yields at the end of the
reporting period that have terms approximating to the terms of the related obligation. Measurements as a
result of experience adjustments and changes in actuarial assumptions are recognized in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting period, regardless of
when the actual settlement is expected to occur. Accumulated leave, which is expected to be utilized within
the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of
such absences as the additional amount that it expects to pay as a result of the unused entitlement that has
accumulated at the reporting date.
1.7.3. Post-employment obligation

The Company operates the following post-employment schemes:
a) Defined benefit plans such as gratuity for its eligible employees and
b) Defined contribution plans such as provident fund.

Defined benefit plan:

The Company has a gratuity defined benefit plans for its employees. The costs of providing benefits under these plans are
determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for each plan
using the projected unit credit method. Re-measurement gains and losses arising from experience adjustments and
changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive
income. They are included in retained earnings in the statement of changes in equity and the balance sheet. The
Company has funded this with Life Insurance Corporation of India ('LIC') and HDFC Standard Life Insurance Company.
The contributions made are treated as plan assets. The defined benefit obligation recognized in the balance sheet
represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.
Defined contribution plan:

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other
than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund
scheme and pension scheme as expenditure, when an employee renders the related service. If the contribution payable
to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit
payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already
paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an
asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
1.7.4. Bonus plans

The Company recognizes a liability and an expense for bonus. The Company recognizes a provision where
contractually obliged or where there is a past practice that has created a constructive obligation.
1.8 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1.8.1 Current tax

The income tax expenses or credit is based on taxable profit for the year. Taxable profit differs from 'profit
before tax' as reported in the statement of profit and loss because of items of income or expense that are
taxable or deductible in other years and items that are never taxable or deductible. The Company's current
tax is calculated using tax rates that have been enacted.
1.8.2 Deferred tax

Deferred tax is provided in full, using the balance sheet approach, on temporary differences between the
carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profits. Deferred tax liabilities are recognized for all taxable temporary
differences. Deferred tax assets are recognized for all deductible temporary differences and incurred tax
losses to the extent that it is probable that taxable profits will be available against which those deductible
temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the
temporary difference arises from the initial recognition (other than in a business combination) of assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
1.8.3 Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the income taxes are also recognized in
other comprehensive income or directly in equity respectively.
1.9. Property, plant and equipment

Property, plant and equipment except land are stated at cost of acquisition or construction less accumulated
depreciation less accumulated impairment, if any. On transition to IND AS, the company had selected to adopt fair
value of land as at 1st April 2016, as its deemed cost.
Such assets are classified to the appropriate categories of property, plant and equipment when completed and
ready for intended use.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognized when replaced. The other repairs and maintenance of revenue nature are charged to profit or loss
during the reporting period in which they are incurred.
Depreciation on Property, Plant and Equipment (other than freehold land) has been provided on the straight-line
method as per the useful life prescribed in Schedule II to the Companies Act, 2013.
The estimated useful life of the tangible assets are reviewed at the end of the each financial year and the
depreciation period is revised to reflect the changed pattern, if any.
An item of Property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from continued use of asset. Any gain or loss on disposal or retirement of an item of property, plant
or equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and
is recognized in the statement of profit and loss.
1.9.1. Investment Property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by
the Company, is classified as investment property. Investment property is measured initially at its cost,
including related transaction costs and where applicable borrowing costs. Subsequent expenditure is
capitalized to the asset's carrying amount only when it is probable that future economic benefits associated
with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other
repairs and maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognized.
An investment property is derecognized upon disposal or when the investment property is permanently
withdrawn from use and no future economic benefits are expected from disposal. Any gain or loss on
disposal or retirement of property is determined as the difference between the net disposal proceeds and the
carrying amount of the asset and is recognized in the statement of profit and loss.
Depreciation on investment property has been provided on the straight-line method as per the useful life
prescribed in Schedule II to the Companies Act, 2013.

1.10. Intangible assets

Intangible assets are stated at cost of acquisition or construction less accumulated depreciation less accumulated
impairment, if any.
1.11. Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any).
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
1.12. Inventories
Inventories are valued at the lower of cost and net realizable value.
The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and
appropriate proportion of variable and fixed overhead expenditure. Overhead expenditures are being allocated on
the basis of normal operating capacity. Raw materials are valued at first in first out. Cost of inventories also includes
all other costs incurred in bringing the inventories to their present location and condition. Costs of purchased
inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price
in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to
make the sale.
Non-production inventory (other than those supplied along with main plant and machinery, which are capitalized
and depreciated accordingly) are charged to profit or loss on consumption.
1.13 Provisions and contingencies

Provisions: Provisions are recognized when there is a present obligation or constructive obligation as a result of a
past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and there is a reliable estimate of the amount of the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money
and the risks specific to the liability.
Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the company or a present obligation that arises from past events where
it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount
cannot be made.
1.14 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial assets and financial liabilities are recognized when the Company becomes a
party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial instruments (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Subsequently, financial instruments are measured according to the category in which they are classified.
1.15 Financial assets

All purchases or sales of financial assets are recognized and de-recognized on a trade date basis. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the marketplace.
All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value,
depending on the classification of the financial assets.
1.15.1. Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition.
The Company classifies its financial assets in the following measurement categories:
l those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), and
l those measured at amortized cost
The classification depends on the Company's business model for managing the financial assets and the
contractual terms of the cash flows.
A financial asset that meets the following two conditions is measured at amortized cost unless the asset is
designated at fair value through profit or loss under the fair value option:
l Business model test : the objective of the Company's business model is to hold the financial asset to
collect the contractual cash flows.
l Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset that meets the following two conditions is measured at fair value through other
comprehensive income unless the asset is designated at fair value through profit or loss under the fair
value option:
l Business model test : the financial asset is held within a business model whose objective is achieved
by both collecting cash flows and selling financial assets.
l Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
All other financial assets are measured at fair value through profit or loss.
1.15.2. Financial assets at fair value through profit or loss (FVTPL)

Investment in equity instrument are classified at fair value through profit or loss, unless the Company
irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive
income for investments in equity instruments which are not held for trading.

Financial assets that do not meet the amortized cost criteria or fair value through other comprehensive
income criteria are measured at fair value through profit or loss. A financial asset that meets the amortized
cost criteria or fair value through other comprehensive income criteria may be designated as at fair value
through profit or loss upon initial recognition if such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would arise from measuring assets and liabilities or
recognizing the gains or losses on them on different bases.
Investments in debt based mutual funds are measured at fair value through profit and loss.
Financial assets which are fair valued through profit or loss are measured at fair value at the end of each
reporting period, with any gains or losses arising on remeasurement recognized in profit or loss.
1.15.3. Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost less
provision for impairment.
1.15.4. Cash and cash equivalents

In the cash flow statement, cash and cash equivalents includes cash in hand, cheques and drafts in hand,
balances with bank and deposits held at call with financial institutions, short-term highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings
in current liabilities in the balance sheet and forms part of financing activities in the cash flow statement.
1.15.5. Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :
l financial assets measured at amortized cost
l financial assets measured at fair value through other comprehensive income
Expected credit loss are measured through a loss allowance at an amount equal to :
l the twelve month expected credit losses (expected credit losses that result from those default events
on the financial instruments that are possible within twelve months after the reporting date); or
l full life time expected credit losses (expected credit losses that result from all possible default events
over the life of the financial instrument).
For trade receivables or any contractual right to receive cash or another financial asset the Company
always measures the loss allowance at an amount equal to lifetime expected credit losses.
1.15.6. Income recognition

Interest Income: Interest income from debt instruments is recognized using the effective interest rate
method.
1.16 Financial liabilities

All financial liabilities are subsequently measured at amortized cost using the effective interest rate method or at fair
value through profit or loss.
1.16.1. Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the
end of financial year which are unpaid.

1.16.2. Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognized in profit or loss over the period of the borrowings using the
effective interest rate method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of a financial liability that
has been extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognized in profit or loss.
1.16.3. Foreign exchange gains or losses

For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at
the end of each reporting period, the foreign exchange gains and losses are determined based on the
amortized cost of the instruments and are recognized in profit or loss.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency
and translated at the exchange rate at the end of the reporting period. For financial liabilities that are
measured as at fair value through profit or loss, the foreign exchange component forms part of the fair value
gains or losses and is recognized in profit or loss.
1.17. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.
1.18. Leases
The Company as a lessee
The Company's lease asset classes primarily consist of leases for land and buildings. The Company assesses
whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract
involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the
asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less
(short-term leases) and low value leases. For these short-term and low-value leases, the Company recognizes the
lease payments as an operating expense on a straight-line basis over the term of the lease.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any
lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease
term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of
impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows that are largely independent
of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit
(CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The
lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a
corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will
exercise an extension or a termination option.
Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have
been classified as financing cash flows.
Effective April 1, 2019, the Company has adopted Ind AS 116 'Leases' and applied the standard to it's existing lease
contracts using the modified retrospective approach under which the ROU Asset is measured based on the
remaining lease payments.
1.19 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for
their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other borrowing costs are expensed in the period in which they are incurred.
1.20. Government grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant
will be received and the Company will comply with all attached conditions.
Government grants relating to income are deferred and recognized in the profit or loss over the period necessary to
match them with the costs that they are intended to compensate and presented within other income.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities
as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related
assets and presented within other income.
1.21. Earnings per Share

Basic earnings per share have been computed by dividing the net income by the weighted average number of
shares outstanding during the year. Diluted earnings per share has been computed using the weighted average
number of shares and diluted potential shares, except where the result would be anti-dilutive.
1.22. Dividends
In view of the stressed financial position, the Directors have not recommended payment of dividend for the
year 2019-20.

72
2. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
Total of
Plant & Furniture Office Electrical Tools & Lab SAP PPE and
Buildings Total

Land Equipment and fixtures Vehicles Equipment Equipment Equipment Equipment Software Intangible
Assets
Year ended March 31, 2019

Gross carrying amount
Cost as at April 1, 2018 9,185.37 14,542.97 60,457.71 195.76 703.40 176.34 514.47 97.63 137.08 86,010.74 483.34 86,494.08
Additions – 41.09 83.23 0.08 22.02 – – 1.76 2.80 150.99 – 150.99
Disposal – – – – 5.02 – 9.18 – – 14.21 – 14.21
Closing gross
carrying amount 9,185.37 14,584.06 60,540.95 195.85 720.39 176.34 505.28 99.39 139.89 86,147.52 483.34 86,630.86
Accumulated depreciation
Opening accumulated
depreciation – 4,906.79 26,928.74 137.53 495.42 151.87 468.41 83.85 96.52 33,269.14 459.17 33,728.31
Depreciation charged
during the year – 441.03 1,945.15 14.71 39.63 6.02 7.72 3.46 11.41 2,469.14 – 2,469.14
Disposals – – – – 5.02 – 8.72 – – 13.75 – 13.75
Closing Accumulated
Depreciation – 5,347.82 28,873.89 152.25 530.03 157.89 467.41 87.31 107.93 35,724.53 459.17 36,183.70
Net carrying amount -
31.03.2019 9,185.37 9,236.25 31,667.06 43.60 190.36 18.45 37.88 12.08 31.95 50,423.00 24.17 50,447.16
Year ended March 31, 2020
Gross carrying amount
Cost as at April 1, 2019 9,185.37 14,584.06 60,540.95 195.85 720.39 176.34 505.28 99.39 139.89 86,147.52 483.34 86,630.86
Additions – 800.56 67.88 0.49 – 1.62 2.20 1.01 – 873.77 – 873.77
Disposal – 849.86 1.37 – 15.73 0.20 – – 0.15 867.31 – 867.31
Closing gross
carrying amount 9,185.37 14,534.77 60,607.45 196.34 704.66 177.76 507.49 100.41 139.74 86,153.98 483.34 86,637.32
Opening accumulated
depreciation – 5,347.82 28,873.89 152.25 530.03 157.89 467.41 87.31 107.93 35,724.53 459.17 36,183.70
Depreciation charged
during the year – 439.15 1,940.80 11.26 33.78 4.13 5.46 2.40 9.98 2,446.96 – 2,446.96
Disposals – 93.09 0.41 – 4.82 0.19 – – 0.10 98.62 – 98.62

Closing Accumulated
depreciation – 5,693.88 30,814.28 163.51 558.99 161.83 472.87 89.71 117.81 38,072.87 459.17 38,532.04
Net carrying amount -
31.03.2020 9,185.37 8,840.89 29,793.18 32.82 145.67 15.93 34.62 10.70 21.93 48,081.11 24.17 48,105.28
Refer Note No.39(1) for Securities provided for borrowings

Refer Note No.39(3) for capital commitments
Refer Note No.32 for details on termination of finance lease.
3 Right of use (ROU)

Carrying value of ROU Assets for the year ended 31.03.2020
Particulars Land & Building Plant Total
Balance as at
1.4.2019 156.64 38.42 195.06
Less: Depreciation 28.60 7.96 36.56
Balance as at
31.3.2020 128.04 30.46 158.50
The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the
Statement of Profit and Loss.
The movement in lease liabilities during the year ended 31.03.2020 is as follows:
Particulars Amount
Balance as at 1.4.2019 195.06
Less: Reduction in lease liability 23.22
Balance as at 31.3.2020 171.83
The weighted average incremental borrowing rate applied to lease liabilities as at April 01, 2019 is 13%. ` 24,08,071/-
has been recognized as expense in the Profit and Loss A/c.
4. Investment Properties
Particulars 31.3.2020 31.3.2019

LAND - Cost
Balance at the beginning of the year 5.28 5.28
Additions / ( Disposal ) – –
Balance at the close of the year 5.28 5.28
BUILDING
Cost
Additions / ( Disposal ) – –
Additions / (Disposal) 0.39 0.39
Net Block ( B ) 6.22 6.61
Net Block ( A ) + ( B ) 11.50 11.89

(I) Amounts recognised in profit or loss for investment properties
Particulars 31.3.2020 31.3.2019

Rental income 33.00 33.00
Profit from investment properties
before depreciation 33.00 33.00
Depreciation 0.39 –
Profit from investment property 32.61 33.00
(ii) Leasing arrangements

Certain investment properties are leased to tenants under long-term operating leases with rentals payable
monthly. Minimum lease payments receivable under non-cancellable operating leases of investment properties are as
follows:
Particulars 31.3.2020 31.3.2019

Within one year 16.50 33.00
Later than one year but not later than 5 years 49.50 152.46
Total 66.00 185.46
(iii) Fair Value
Particulars 31.3.2020 31.3.2019

Investment property 6.22 6.61
Estimation of fair value

The fair values of investment properties have been determined with reference to the guideline value as determined by the
Government for the location at which the property is located adjusted for the depreciated value of buildings.

PARTICULARS 31.3.2020 31.3.2019
5 Other financial assets (non-current)

Deposit - maturity more than 12 months 0.18 –
Security Deposits 150.94 142.19
Total Other financial assets (non-current) 151.12 142.19
6 Deferred tax assets / (liabilities)
The balance comprises temporary differences attributable to:
Depreciation (8,645.76) (9,082.60)
Total deferred tax liabilities (8,645.76) (9,082.60)
Set-off of deferred tax assets pursuant to set-off provisions
Unabsorbed Depreciation and losses 7,916.62 7,744.45
Others including Disallowance u/s 43B 3,286.68 1,746.47
Minimum Alternate Tax credit - (MAT) entitlement 3,036.75 3,036.75
Total deferred tax assets 14,240.04 12,527.67
Net deferred tax assets / (liabilities) 5,594.29 3,445.07
Others Minimum
Unabsorbed
Depreciation including Alternate tax
Particulars Depreciation Total
Disallowance credit - (MAT)
and Losses
u/s 43B #
Balance as at March 31, 2018 (9,488.87) 7,237.34 340.08 3,036.75 1,125.30

Charged/(credited):
- to profit or loss (406.27) (507.11) (1,406.91) – (2,320.29)
- to other comprehensive income – – 0.52 – 0.52
Balance as at March 31, 2019 (9,082.60) 7,744.45 1,746.47 3,036.75 3,445.07
Charged/(credited):
- to profit or loss (436.84) (172.17) (1,498.59) – (2,107.60)
- to other comprehensive income – – (41.61) – (41.61)
Balance as at March 31, 2020 (8,645.76) 7,916.62 3,286.68 3,036.75 5,594.29
# MAT credit has been regrouped

Deferred tax asset as shown above has been created by credit to Statement of Profit & Loss, as the Board of
Directors of the Company are of the view that the Company would be able to generate adequate profits in the
immediate future as soon as the cane availability position improves and reaches normal levels.

PARTICULARS 31.3.2020 31.3.2019
7 Other non-current assets

Capital advances – –
Land Purchase Advance - paid to Director 465.00 465.00
Prepaid Rent 9.37 21.52
Total other non-current assets 474.37 486.52
8 Inventories
Raw material at cost 636.14 –
Work-in-progress at cost 205.51 559.93
Finished Goods-at Cost / Net Realisable Value 4,790.57 8,991.94
Stock In Trade - Properties at Cost 540.89 540.89
Stock In Trade - Others at Cost 133.39 159.73
Stores & Spares at cost 960.89 1,097.06
Total Inventories 7,267.39 11,349.55
9 Trade receivables
Unsecured and cosidered good 4,283.29 6,285.89
Less : Allowance for credit losses – –
Total trade receivables 4,283.29 6,285.89
Includes due from companies / firms where directors are interested 7.49 117.91
10 Cash and cash equivalents

Balances with banks
- in current accounts 479.94 208.34
- in deposit with banks 5.00 5.00
Cash on hand 21.71 33.51
Total cash and cash equivalents 506.66 246.85
11 Bank Balances other than cash & cash equivalents

Unpaid Dividend accounts 0.40 0.40
Deposits with maturity of more than 3 months but less than 12 months 0.28 0.44
Guarantee Margin Account 18.71 115.40
Total bank balances other than cash & cash equivalents 19.39 116.24
12 Other financial assets (current)

Unsecured, considered good
Income receivable 168.05 296.17
Interest receivable on Excise Duty Loan 27.17 186.71
Total Other financial assets (current) 195.22 482.88

PARTICULARS 31.3.2020 31.3.2019
13 Current Tax Assets (Net)

Income tax refund due / TDS 201.81 208.47
Total Current Tax Assets 201.81 208.47
14 Other current assets

Staff and other advance 28.34 22.74
Advance to suppliers 290.48 407.05
Advance Sales Tax 20.17 20.17
Balance with indirect tax authorities 247.51 134.62
Prepaid Expenses 309.72 286.82
Total other current assets 896.22 871.39
15 Equity share capital
Authorised equity share capital

Number of shares Amount
Balance as at March 31, 2018 3,00,00,000 3,000.00
Increase during the year – –
Increase during the year
(i) Movements in equity share capital

Number of shares Equity share
capital (par value)
Terms and rights attached to equity shares : The Company has only one class of equity shares having a par value of
`10 per share. Each shareholder is eligible for one vote per share held. The shareholders have rights in proportion to their
shareholding for dividend as well as for assets, in case of liquidation.

PARTICULARS 31.3.2020 31.3.2019
(ii) Details of shareholders holding more than 5% shares in the company

March 31, 2020
Number of shares % holding
Ms. Rajshree Pathy 1,13,17,313 40.18
M/s RSCL Properties Private Limited 14,49,331 5.15
1,27,66,644 45.33
March 31, 2019

Number of shares % holding
Ms. Rajshree Pathy 1,13,17,313 40.18
M/s RSCL Properties Private Limited 14,49,331 5.15
1,27,66,644 45.33
16 Other Equity
1) Reserves and Surplus
Securities premium reserves 1,359.94 1,359.94
General reserve 7,575.90 7,575.90
Capital reserve 158.70 158.70
Retained earnings (7,964.52) (2,946.50)
Total reserves and surplus 1,130.02 6,148.04
a) Securities premium reserves

Opening balance 1,359.94 1,359.94
Additions during the year – –
Deductions/Adjustments during the year –
Closing balance 1,359.94 1,359.94
b) General reserve
Opening balance 7,575.90 7,575.90
Deductions/Adjustments during the year – –
Closing balance 7,575.90 7,575.90
c) Capital reserves
Opening balance 158.70 158.70
Deductions/Adjustments during the year – –
Closing balance 158.70 158.70

PARTICULARS 31.3.2020 31.3.2019
d) Retained earnings
Opening balance (2,946.50) 1,220.02
Net profit/(loss) for the year (4,935.24) (4,184.26)
Items of other comprehensive income/(loss) recognised directly in retained earnings
- Remeasurements of post-employment benefit obligation, net of tax (91.76) 1.14
Appropriations / Adjustments 8.98 16.60
Closing balance (7,964.52) (2,946.50)
2) Other Reserve
Opening Balance as at March 31, 2019 15.71 32.31
Less : Transfer to retained earnings 8.98 16.60
Balance as at March 31, 2020 6.73 15.71
Total other equity 16(1) + 16(2) 1,136.75 6,163.75
i) General reserve: Part of retained earnings was earlier utilised for declaration of dividends as per the erst while
Companies Act, 1956. This is available for distribution to share holders.
ii) Retained earnings : Company's cumulative earnings since its formation minus the dividends/capitalisation and
earnings transferred to general reserve
iii) Securities Premium: Securities premium reserve is used to record the premium on issue of shares. The reserve
is utilised in accordance with the provisions of the Companies Act 2013.
iv) Capital Reserve: Comprises of amount forfeited on lapse of share warrents, the same is not available for
distribution
v) Share option outstanding: The share options outstanding account is used to recognise the grant date fair value of
options issued to employees under Employee stock option plan.

PARTICULARS 31.3.2020 31.3.2019
17 Borrowings (non-current)
Secured
Term Loans
From Banks 13,425.30 19,909.11
From Other parties :
Sugar Development Fund – –
Refer Note No.39(1) for terms of the borrowing
Unsecured
Effective interest rate measurement and lease payable 255.51 1,300.93
Total borrowings (non-current) 13,680.81 21,210.04
18 Provisions
Provision for employee benefits
Current
Leave Encashment 62.93 58.79
Gratuity Contribution 125.96 126.50
Total Current Provisions 188.89 185.29

Non-current
Gratuity Contribution 212.20 57.18
Total Non-current Provisions 212.20 57.18
Refer note no.33
19 Borrowings (current)
Loans repayable on demand
Secured
From Banks
Cash Credit Account 6,698.26 6,964.79
Refer Note No: 39(1) for terms of the borrowing
Total borrowings (current) 6,698.26 6,964.79
20 Trade payables
Current
Total outstanding due of Micro Enterprises and
Small Enterprises - Refer Note No.39(2) 151.15 112.53
Total outstanding due of creditors other than
Micro Enterprises and Small Enterprises 14,566.87 17,134.60
Total trade payables 14,718.02 17,247.13
21 Other financial liabilities (current)

Current maturities of long term debt 15,198.43 12,116.61
Interest Accrued & Due on Loans 11,925.73 5,891.94
Unpaid Dividend 0.40 0.40
Total other financial liabilities (current) 27,124.56 18,008.95

PARTICULARS 31.3.2020 31.3.2019
22 Other current liabilities

Advance received from Customers 461.06 969.13
Statutory dues payables 758.12 685.44
Total other current liabilities 1,219.18 1,654.57
23 Revenue from operations

Sale of products 32,699.79 39,909.09
Other operating revenue 48.47 36.27
Total revenue from operations 32,748.27 39,945.36
24 Other income
Rental Income 44.71 49.34
Interest income 51.13 176.21
Profit on Sale of Assets 0.10 1.63
Profit on termination of finance lease 192.18 –
Miscellaneous income 55.57 72.66
Total other income 343.69 299.84
25 Cost of Materials Consumed

Raw Materials at the beginning of the year – –
Add: Purchases 19,469.75 26,415.22
Less: Raw Materials at the end of the year 636.14 –
Total Cost of Materials Consumed 18,833.61 26,415.22
26 Changes in inventories of work-in-progress,Stock-in -Trade and finished goods

Opening Balance
Work-In-Progess 559.93 259.65
Finished Goods 8,991.94 11,726.98
Traded Goods 540.89 540.89
Total Opening Balance 10,092.76 12,527.52
Closing Balance
Work-In-Progess 205.51 559.93
Finished Goods 4,790.57 8,991.94
Traded Goods 540.89 540.89
Total Closing Balance 5,536.97 10,092.76
Total Changes in inventories of work-in-progress,

Stock-in -Trade and finished goods 4,555.79 2,434.75

PARTICULARS 31.3.2020 31.3.2019
27 Employee benefit expense

Salaries, wages and bonus 2,872.76 2,955.61
Contribution to provident and other funds 246.50 247.24
Staff welfare expenses 225.34 238.33
Total employee benefit expense 3,344.60 3,441.18
28 Finance Cost
Interest expense 5,727.24 5,711.61
Other borrowing costs 51.59 84.60
Total Finance cost 5,778.83 5,796.21
29 Depreciation and amortisation expense

Depreciation of property, plant and equipment and Amortisation of intangible assets 2,446.96 2,469.14
Depreciation on right of use assets 36.56 –
Depreciation on Investment property 0.39 0.39
Total depreciation and amortisation expense 2,483.91 2,469.53
30 Other expenses
Consumption of Stores and Spares 346.07 586.81
Consumption of Packing Materials 252.57 366.96
Power & Fuel 1,088.29 1,675.41
Building rent 14.09 61.11
Repairs
Building 24.63 42.31
Machinery 523.51 790.34
Insurance Premium 168.25 148.19
Licence Fees & Tax 257.08 256.34
Cartage & Freight 1,106.02 688.75
Payment to Auditor's 8.06 7.55
Cost Audit fees 1.77 1.55
Contribution to Chief Minister's Relief Fund – 12.75
Managerial Remuneration 77.58 120.57
Miscellaneous Expenses 1,270.14 1,458.43
Total other expenses 5,138.06 6,217.06
Details of payment to auditors
Payment to auditors
As auditor:
Audit fee 7.00 7.00
In other capacities
Taxation & other matters 0.25 0.25
Company law matters – –
Certification fees 0.81 0.30
Total payment to auditors 8.06 7.55

PARTICULARS 31.3.2020 31.3.2019
31 Income tax expense

(a) Income tax expense
Current tax
Current tax on profits for the year – –
Adjustments for current tax of prior periods – (24.20)
Total current tax expense – (24.20)
Deferred tax
Decrease / (increase) in deferred tax assets (1,670.76) (1,914.02)
(Decrease) / increase in deferred tax liabilities (436.84) (406.27)
Total deferred tax expense/(benefit) (2,107.60) (2,320.29)
Income tax expense (2,107.60) (2,344.49)
(b) Reconciliation of tax expense and the accounting

profit multiplied by India’s tax rate:
Profit before income tax expense (7,042.84) (6,528.75)
Tax at the Indian tax rate of 31.20% (2,197.37) (2,036.97)
Tax effect of amounts which are not deductible (taxable)
in calculating taxable income:
Adjustments for current tax of prior periods" – (24.20)
Long term capital gain tax at lesser rate – –
Other items 89.76 (283.32)
Adjustments for current tax of prior periods
Tax losses for which no deferred income tax was recognised
Income tax expense (2,107.60) (2,344.49)
32 On termination of subsisting finance lease in respect of property used as sugar godown, the same has been acquired by
the Company for a consideration of ` 6.95 Crores. As a consequence thereof the following adjustments have taken place
in the financial statements:
Adjustments Amount (` in lakhs)
Withdrawal of Net Carrying Amount of Building 756.77

Reversal of lease liability 945.43
Reversal of Present Value adjustment to Security Deposit Paid 3.53
Recognition of profit 192.18

PARTICULARS 31.3.2020 31.3.2019
33 Employee benefit obligations

March 31, 2020
Current Non-current Total
Leave Encashment 62.93 – 62.93
Gratuity Contribution 125.96 212.20 338.16
Total employee benefit obligations 188.89 212.20 401.09
March 31, 2019
Leave Encashment 58.79 – 58.79
Gratuity Contribution 126.50 57.18 183.68
Total employee benefit obligations 185.30 57.18 242.48
(I) Gratuity
The company extends defined benefit plans in the form of gratuity to employees. The Company has formed "RSCL
Gratuity Trust" with Life Insurance Corporation of India (LIC) and HDFC Life Insurance Company Ltd. Contribution
to gratuity is made to LIC in accordance with the scheme framed by the corporation.The Company has made
contribution towards Gratuity based on the actuarial valuation.
(ii) Defined contribution plans

Contribution to provident fund is in the nature of defined contribution plan and are made to provident fund account
maintained by the Government on its account.
(iii) Defined Benefit Plan :

TYPE OF PLAN GRATUITY (FUNDED)
A. Expense recognised in Income Statement
1. Current Service cost 45.42 45.09
2. Interest expense 67.62 64.91
3. Interest (Income on plan asset) (53.35) (49.11)
4. Net interest 14.27 15.80
5. Immediate recognition of (gain) / losses – –
6. Defined Benefits cost included in Statement of Profit & Loss 59.69 60.89
B. Expense recognised in Other Comprehensive Income (OCI)

1. Actuarial (gain) / Losses on Defined Benefit Obligations
(a) Due to Experience 6.81 (1.25)
(b) Due to Change in Financial Assumptions 56.02 (2.25)
(c) Due to Change in demographic assumptions (3.16) –
2. Return on plan assets (Greater) / Less than Discount rate 73.71 1.84
3. Total actuarial (gain) / loss included in OCI 133.37 (1.66)

PARTICULARS 31.3.2020 31.3.2019
C. Net Asset / (Liability) recognised in the Balance Sheet

1. Present value of benefit obligation 995.22 870.30
2. Fair value of plan assets 659.47 686.62
3. Funded Status (Surplus / Deficit) (335.75) (183.68)
4. Net Asset / (Liability) recognised in Balance Sheet (335.75) (183.68)
D. Change in Present value of the obligation during the year

1. Present value of the obligation at the beginning of the year 870.30 839.75
2. Current service cost 45.42 45.09
3. Interest cost 67.62 64.91
4. Benefits paid (47.79) (75.95)
5. Actuarial (gain) / loss on obligation
(a) Due to Experience 6.81 (1.25)
(b) Due to Change in Financial Assumptions 56.02 (2.25)
(c) Due to Change in demographic assumptions (3.16) –
6. Present value of obligation at end of the year 995.22 870.30
E. Reconciliation of opening & closing values of Plan Assets

1. Fair value of plan assets at the beginning of the year 686.62 635.30
2. Interest Income 53.35 49.11
3. Contributions made 41.00 80.00
4. Benefits paid (47.79) (75.95)
5. Actuarial (gain) / loss on plan assets (73.71) (1.84)
6. Fair value of plan assets at the end of the year 659.47 686.62
F. Actuarial Assumptions
1. Discount rate 6.83% 7.77%
2. Salary escalation 4% 4%
3. Attrition rate For service 4 years and 2%
below, 18% per annum; For service
5 years and above, 2% per annum
4. Expected rate of return on plan assets 6.83% 7.77%
5. Mortality rate Indian Assured Lives
Mortality (2006-08) Ult
(iv) Sensitivity analysis
Projected Benefit Obligation on Current Assumptions 995.22 870.30
Delta Effect of +1% Change in Rate of Discounting (59.39) (52.93)
Delta Effect of -1% Change in Rate of Discounting 67.12 59.74
Delta Effect of +1% Change in Rate of Salary Increase 68.37 61.42
Delta Effect of -1% Change in Rate of Salary Increase (61.46) (55.23)
Delta Effect of +1% Change in Rate of Employee Turnover 13.19 16.44
Delta Effect of -1% Change in Rate of Employee Turnover (14.59) (18.17)

The sensitivity analysis have been determined based on reasonably possible changes of the respective
assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The present value of the projected benefit obligation has been calculated using the projected unit credit method at
the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as
recognised in the balance sheet. The sensitivity analysis presented above may not be representative of the actual
change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of
one another as some of the assumptions may be correlated. There was no change in the methods and assumptions
used in preparing the sensitivity analysis from prior years.
(v) Brief description of the Plans & risks

Interest rate risk :
A fall in the discount rate which is linked to the Government Securities. Rate will increase the present value of the
liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the
assets depending on the duration of asset.
Salary Risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of
members. As such, an increase in the salary of the members more than assumed level will increase the plan's
liability.
Investment Risk : The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds. If the return on
plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix
of investments in government securities, and other debt instruments.
Asset Liability Matching Risk (ALM) : The plan faces the ALM risk as to the matching cash flow. Since the plan is
invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk : Since the benefits under the plan is not payable for life time and payable till retirement age only, plan
does not have any longevity risk.
Concentration Risk : Plan is having a concentration risk as all the assets are invested with the insurance company
and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to
follow regulatory guidelines.
34 Fair value measurements

Financial instruments by category
Amortised Cost
Financial assets
Loans - Deposits of more than 12 months 0.18 –
Trade Receivables 4,283.29 6,285.89
Cash and cash equivalents and other bank balances 526.05 363.09
Other financial assets 346.35 625.07
Total financial assets 5,155.87 7,274.05
Financial liabilities Amortised Cost
Borrowings 47,675.06 46,183.38
Trade payables 14,718.02 17,247.13
Other financial liabilities 0.40 0.40
Lease liabilities 171.83 –
Total financial liabilities 62,565.31 63,430.91

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for
which fair values are disclosed in the financial statements. To provide an indication about the reliability of the
inputs used in determining fair value, the company has classified its financial instruments into the three levels
prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed
equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity
instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at
the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded
bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification
asset included in level 3.
There are no transfers between levels 1 and 2 during the year. The company’s policy is to recognise transfers
into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Fair value of assets carried at amortised cost

The carrying amounts of trade receivables, trade payables, loans, deposits, advances, borrowings, cash and
cash equivalents and other current financial liabilities are considered to be the same as their fair values, due to
their short-term nature.
35 Financial risk management

The company’s activities expose it to market risk, liquidity risk and credit risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk
(A) Credit risk

Credit risk on deposit is mitigated by depositing the funds in reputed private sector bank.
For trade receivables, the primary source of credit risk is that these are unsecured.The Company sells the products
to customers only when the collection of trade receivables is certain and whether there has been a significant
increase in the credit risk on an on-going basis is monitored throughout each reporting period. As at the balance
sheet date, based on the credit assessment the historical trend of low default is expected to continue. An impairment
analysis is performed at each reporting date on an individual basis for major clients. Any recoverability of receivables
is provided for based on the impairment assessment. Historical trends showed as at 31st March 2019 and
31st March 2020 company had no significant credit risk.

(B) Liquidity risk

Objective of liquidity risk management is to maintain sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due. Management
monitors rolling forecasts of the company’s liquidity position (comprising the undrawn borrowing facilities below)
and cash and cash equivalents on the basis of expected cash flows. The company’s liquidity management policy
involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet
these, monitoring balance sheet liquidity ratios against internal requirements.
Maturities of financial liabilities

The tables below analyse the company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for:
a) all non-derivative financial liabilities, and
b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an
understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities:
Less than 6 months Between Between Above

6 months to 1 year 1 and 2 years 2 and 5 years 5 years Total
March 31, 2020

Non-derivatives
Long term loans 26,372.46 3,752.25 7,562.49 8,049.81 – 45,737.01
Short term Borrowings 6,698.26 – – – – 6,698.26
Trade payables 14,718.02 – – – – 14,718.02
Other financial liabilities 0.40 – – – – 0.40
Lease liabilities 15.08 16.45 37.80 102.50 – 171.83
Total non-derivative liabilities 47,804.22 3,768.70 7,600.29 8,152.31 – 67,325.52
March 31, 2019
Non-derivatives
Long term loans 16,697.72 4,243.02 8,179.69 16,170.50 – 45,290.93
Short term Borrowings 6,964.79 – – – – 6,964.79
Trade payables 17,247.13 – – – – 17,247.13
Other financial liabilities 0.40 – – – – 0.40
Total non-derivative liabilities 40,910.04 4,243.02 8,179.69 16,170.50 – 69,503.25
March 31, 2018
Non-derivatives
Long term loans 10,905.02 6,599.25 13,135.53 28,870.43 15,731.11 75,241.33
Total non-derivative liabilities 10,905.02 6,599.25 13,135.53 28,870.43 15,731.11 75,241.33

36 Capital management
(a) Risk management
The company’s objectives when managing capital are to;
l safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
l maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the company monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents)
divided by
Total ‘equity’ (as shown in the balance sheet).
The company’s strategy is to maintain a optimal gearing ratio. The gearing ratios were as follows:
March 31, 2020 March 31, 2019
Net debt 47,149.01 45,820.30
Total equity 3,953.52 8,980.52
Net debt to equity ratio 11.93 5.10
(b) Dividends
The company has not declared any dividends during the current year and the previous year.
Debt service coverage ratio (0.047)

Interest service coverage ratio (0.219)

37 Share based payments

(a) Employee Stock Option Plan
i) 50% of options due for vesting on each vesting date shall vest on the basis of time i.e. mere continuance of
employment as on date of vesting; and(ii) 50% of options due for vesting on each vesting date shall vest on the
basis of achievement of individual key result areas set at the beginning of each financial year preceding the
financial year in which the individual vesting date falls.
ii) Summary of options granted under plan :

March 31, 2020 March 31, 2019
Average exercise Number of Average exercise Number of
price per options price per options
share option share option
Opening balance 55.40 2,18,562 55.40 4,25,314

Granted during the year – – – –
Exercised during the year – – – –
Forfeited during the year 55.40 (93,548) 55.40 (2,06,752)
1,25,014 2,18,562
iii) Share options outstanding at the end of the year have following expiry date and exercise prices
Share Options
Plan Grant Date Expiry Date Exercise March 31, March 31
Price 2020 2019
RSCL Employees Stock Option Plan 2012 10th October 2012 10th October 2017
to
10th October 2020 55.40 1,25,014 2,18,562
1,25,014 2,18,562
(b) Expense arising from share based payment transaction

March 31, 2020 March 31, 2019
RSCL Employees Stock Option Plan 2012 – –

Total expense recorded as part of employee cost – –

PARTICULARS 31.3.2020 31.3.2019
38 Earnings per share

(a) Basic earnings per share
Basic earnings/(loss) per share attributable to the
equity holders of the Company (17.52) (14.85)
Profit/(loss) attributable to equity holders of the company used in
calculating basis earnings per share (4,935.24) (4,184.26)
Weighted average number of equity shares 2,81,67,680 2,81,67,680
used as the denominator in calculating basic earnings per share
(b) Diluted earnings per share
Diluted earnings/(loss) per share attributable to the
equity holders of the Company (17.52) (14.85)
Profit/(loss) attributable to equity holders of the company
used in calculating basis earnings per share (4,935.24) (4,184.26)
Adjustments
Used in calculating diluted earnings per share – –
Profit attributable to equity holders of the company used in
calculating diluted earnings per share (4,935.24) (4,184.26)
Weighted average number of equity shares
used as the denominator in calculating diluted earnings per share 2,81,67,680 2,81,67,680
39 OTHER ADDITIONAL INFORMATION
1) Rate of Interest and Maturity Profile of long term/short term borrowings:
(Forming part of note for Long-term borrowings & Short term borrowings)
The consortium of bankers have declared the Company's loans as NPA with effect from 28.06.2018, consequent to
default in payment of interest accrued on due dates and has not charged interest on the loans from such date.
However ICICI Bank limited has sent the interest debit details as per their bank policy and Federal Bank limited has
debited interest on the loans as per their bank policy. The interest for other accounts has been accounted on accrual
basis as per the terms of sanction of the loans.
Loans under CDR Scheme
Restructured Total
SOFT Loan
Loan
12% /12.5% 11% /12% /12.5%
2020-21 573.30 4,957.97 5,531.27
Total 573.30 4,957.97 5,531.27
2021-22 590.60 5,591.29 6,181.89
2022-23 295.28 4,470.30 4,765.58
2023-24 - 2,477.83 2,477.83
Total 885.88 12,539.42 13,425.30

Interest Rate for Restructured Loans

Financial Year Rate of Interest
April 2014 - March 2016 11.00%
April 2016 - March 2017 12.00%
April 2017 onwards 12.50%
Security details for long term borrowings:

i) The term loans aggregating to ` 23,277.35 lakhs as on 31.03.2020 (01.4.2019 ` 26,166.22 lakhs) under Corporate Debt
Restructuring Scheme (CDR) are secured as detailed below:
a) First pari-passu charge on the fixed assets of the company except the following:
i. Co-generation assets of Unit-II at Mundiampakkam, which are exclusively charged to State Bank of India (SBI)
and entire fixed assets of Unit-III at Gingee whose first pari-passu charge is exclusively charged to Sugar
Development Fund (SDF) and State Bank of India (SBI).
ii. 5.19 Acres land with buildings at Vilankurichi Village belonging to Company exclusively charged to ICICI Bank.
iii. Land at Pallipuram Village, Alleppey Dist., Kerala belonging to Company exclusively charged to ICICI Bank.
iv. Registered office (Uffizi) at Coimbatore exclusively charged to ICICI Bank.
b) Second pari-passu charge on the entire fixed assets of Unit-III at Gingee subject to approval for sharing the security
from SDF.
c) First pari-passu charge over the cogeneration receivables of the Unit-II & III.
d) Second pari-passu charge over the remaining current assets of the company.
e) First Paripassu charge on the additional securities, as briefed below, provided by the company for CDR package.
i. Vacant Land situated at TS No 613/2(Part), TS Ward 10, Krishnarayapuram Village, Coimbatore North Taluk,
Coimbatore District within Coimbatore City Municipal Corporation measuring 80 cents.
ii. Land and building (Bio Control Unit at Unit 1 Theni) situated at Gullapuram Village, Periyakulam Taluk, Theni
District, Gullapuram Panchayat.
iii. Residential Flat No 2 at Door No 9 Sathyanarayana Avenue, Raja Annamalaipuram, Chennai 600 028.
f) The term loans outstanding in Funded Interest Term Loan (FITL) and Scheme For Extending Financial Assistance
Sugar Industries (SEFASU) as on 31.3.2019 of ` 100.63 lakhs has been fully settled during the year.
g) The Cogeneration receivables of Unit- II & III, will be pooled into the Trust and Retention Account for all lenders
under CDR Package.
h) The Promoter(s) have pledged their entire shares in demat form with voting rights, in favour of the CDR Lenders.
i) The mortgages, charges and pledges referred to above shall rank pari passu with the mortgages, charges and
pledges created and/or to be created in favour of the Acceding Lenders.
j) At the instance of the consortium bankers, creation of charge on all the remaining immovable properties owned by
the company and not previously mortgaged, is in progress.

ii) Term loans (SDF) aggregating to ` 2,661.17 lakhs as on 31.03.2020 (01.4.2019 `2,661.17 lakhs) are secured by
1st paripassu charge on the fixed/immovable assets of Unit-III (Sugar, Cogeneration & Distillery).
iii) The soft loans aggregating to ` 2,685.21 lakhs as on 31.03.2020 (01.4.2019 `3,198.33 lakhs) is secured by
(a) First charge over the current assets of the Borrower on pari passu basis with other WC Lenders (b) First pari passu
charge on the fixed assets of the Borrower except the exclusively charged assets. (c) First pari passu charge on the
additional securities provided by the Borrower for CDR package (d) Second pari passu charge on the entire fixed assets
of the Unit-III at Gingee subject to approval for sharing the security for SDF. Bank of India needs to modify hypothecation
charge to align to this security structure.
iv) The loans aggregating to ` 25,962.56 lakhs as on 31.03.2020 (01.4.2019 ` 29,364.55 lakhs) has been personally
guaranteed by the Chairperson.
v) Term loans Guaranteed by others is Nil.
vi) Period and amount of continuing default in respect of the aforesaid loans is as detailed below:
Amount of
Name of the Lender Default Period of default Remarks
(Principal)
Sugar Development Fund - Cogen 211.00 From June 2016 The Company has requested for
restructuring of the loan.
-do- 211.00 From December 2016 -do-
-do- 211.00 From June 2017 -do-
Sugar Development Fund - Distillery 405.64 From March 2016 -do-
-do- 405.64 From September 2016 -do-
-do- 405.64 From March 2017 -do-
-do- 405.64 From September 2017 -do-
-do- 405.64 From March 2018 -do-
TOTAL 2,661.20
Axis Bank Limited 376.62
State Bank of India 3882.90
Federal Bank Limited 418.22
ICICI Bank Limited 1252.14 Overdue term The company is in discussion
loan dues as with the banks for the
State Bank of Hyderabad (SBI) 456.09 on 31.3.2020 restructuring of debt
Bank of India 595.41
UCO Bank 24.60
TOTAL 7005.99

Amount of
Default Period of
Name of the Lender Remarks
(Interest) default
Sugar Development Fund 2,026.35 Overdue interest The Company has

as on requested for restructuring
31.03.2020 of the loan.
Total (a) 2,026.35

Term loan Cash credit
Axis Bank Limited 542.24
Federal Bank Limited 599.93
ICICI Bank Limited 1899.69
State Bank of India 3773.26 638.80
State Bank of Hyderabad (SBI) 427.38 342.08 The Company is in
Accrued upto discussions with the banks
Bank of India 646.22 228.39 31.3.2020 for restructuring of the loan
UCO Bank 126.48 44.73
State Bank of Mysore (SBI) 223.97 406.21
Total (b) 8,239.16 1660.21
Grand Total (a+b) 9,899.37
Security Details for short term borrowings:

i) The Working Capital facilities aggregating to ` 6,698.26 lakhs as on 31.03.2020 (01.4.2019 ` 6,964.79 lakhs) under the
CDR are secured as detailed below:
a) First pari-passu charge over the current assets of the company.
b) Second pari-passu charge on the fixed assets of the company except the following:
i. Co-generation assets of Unit-II at Mundiampakkam, which are exclusively charged to SBI and entire fixed
assets of Unit-III at Gingee whose first pari-passu charge is exclusively charged to SDF and SBI.
ii. 5.19 Acres land with buildings at Vilankurichi Village belonging to Company exclusively charged to ICICI Bank.
iii. Land at Pallipuram Village, Alleppey District, Kerala belonging to Company exclusively charged to ICICI Bank.
iv. Registered office (Uffizi) at Coimbatore exclusively charged to ICICI Bank.
c) Second pari-passu charge on the additional securities, as briefed below, provided by the company for
CDR package.
i. Vacant Land situated at TS No 613/2(Part), TS Ward 10, Krishnaraya Puram Village, Coimbatore North Taluk,
Coimbatore District within Coimbatore City Municipal Corporation measuring 80 cents.
ii. Land and building (Bio Control Unit at Unit 1 Theni) situated at Gullapuram Village, Periyakulam Taluk Theni
District, Gullapuram Panchayat.
iii. Residential Flat No 2 at Door No 9, Sathyanarayana Avenue, Raja Annamalaipuram, Chennai 600 028
d) First pari-passu charge over the cogeneration receivables of Unit-II & III.
e) Third pari-passu charge on the entire fixed assets of Unit-III at Gingee subject to approval for sharing the security
from Sugar Development Fund.

f) The Cogeneration receivables of Unit- II & III, will be pooled into the Trust and Retention Account for all lenders
under CDR Package.
g) The Promoter(s) have pledged their entire shares in demat form with voting rights, in favour of the CDR Lenders.
h) The mortgages/charges and pledges referred to above shall rank pari passu with the mortgages/charges and
pledges created and/or to be created in favour of the Acceding Lenders.
ii. Working Capital facilities aggregating to ` 6,698.26 lakhs as on 31.03.2020 (01.4.2019 ` 6,964.70 lakhs) guaranteed by
the Chairperson.
iii. Short term loans Guaranteed by others is Nil.
iv. Period and amount of default in respect of the aforesaid loans is Nil.
` in lakhs
31.3.2020 31.3.2019
2) The details of amounts outstanding to Micro and Small Enterprises based on available information with the Company
is as under:
Principal amount due and remaining unpaid 151.15 112.53
Interest due on above and the unpaid interest – –
Interest paid 21.12 2.57
Payment made beyond the appointed day during the year – –
Interest due and payable for the period of delay – –
Interest accrued and remaining unpaid –
Amount of further interest remaining due and payable in succeeding years – –
3) Capital and other commitments:

Estimated amount of contracts remaining to be executed on capital
account and not provided for: – –
4) The future minimum lease payments for properties held on

lease for operating purpose are
a) Not later than one year 46.07 7.57
b) Later than 1 year and not later than 5 years 147.08 –
c) Later than 5 years – –
d) Lease payments recognized in the Statement of Profit & Loss
(excluding rent payments for sugarcane divisional
offices taken on temporary basis) 44.04 36.59
5) The company held one machinery on lease for operating purpose and
the future minimum lease payments are as under:
a) Not later than one year 12.00 12.00
b) Later than 1 year and not later than 5 years 31.00 43.00
d) Lease payments recognized in the Statement of Profit & Loss. 9.00 12.00

NOTES TO THE FINANCIAL STATEMENTS (` in Lakhs) ` in lakhs

31.3.2020 31.3.2019
6) Future minimum lease rentals receivables with respect to leased
out properties are as under:
a) Not later than one year 23.67 * 47.76
b) Later than 1 year and not later than 5 years 53.06 * 190.82
d) Lease receipts recognized in the Statement of Profit & Loss 43.92 * 47.31
*Above figures are based on the renewed lease agreement with

Rajshree Biosolutions LLP with effect from 1.4.2020
7) Borrowing costs capitalized 5.44 4.11
8) Borrowing costs included in Capital Work in progress – 8.15
9) Provision towards Gratuity and superannuation schemes has been made upto date as per the demands received from
Life Insurance Corporation of India and HDFC Standard Life Insurance Company Limited based on actuarial valuation.
Provision for leave encashment benefit has been made for the entire amount due and payable as at the close of the year.
10) Contingent Liabilities not provided for

a) Claims against the company not acknowledged as debt:
i) CESTAT had set aside the central excise demand of ` 397.78 Lakhs with interest and penalty for the period
April 2012 to March 2013 and passed orders in favour of the Company in the matter of eligibility of exemption on
molasses captively consumed and eligibility of cenvat credit availed on molasses procured from other Units in
case of Unit III. The department has filed an appeal against this order in the Supreme Court of India and the
decision is awaited. On the same issue for the period from April 2013 to March 2014, the Commissioner of
Central Excise, Pondicherry has confirmed demand of ` 550.40 Lakhs with interest and penalty of ` 10.00
Lakhs against which the company has preferred an appeal before CESTAT. The department has further issued
notices for demand of `1197.71 Lakhs (April 2014 to March 2016), ` 80.38 Lakhs (April 2012 to June 2012) and
` 896.83 Lakhs (April 2016 to June 2017) which are yet to be adjudicated by the department. The department
has also issued a notice for demand of ` 456.45 Lakhs towards Cenvat credit availed on Distillery capital goods
on the same grounds as the other notices. This notice is also pending for adjudication before the Commissioner
of Central Excise, Pondicherry.
ii) VAT (Assessment year 2011-12 & 2012-13) Appeal is pending before the Assistant Commissioner Commercial
Taxes, in respect of a demand raised by the department, due to wrong classification of the product code. The
total demand raised is ` 75.85 lakhs and the amount paid is ` 18.96 lakhs, towards initial payment for the
appeal. Appeal has closed in favour of the Company and the order is awaited from the Assessment Circle.
iii) The South India Sugar Mills Association, of which the company is a member, had filed W.P. No.7872/2015
before the Hon'ble Madras High Court against Union of India and Director of Sugar, Tamil Nadu challenging the
very jurisdictional basis of fixing additional cane price for the Sugar years 2004-05 to 2008-09 in the absence of
any statutory power to do so. In the said writ on 19.3.2015 there is a direction to respondents that they shall not
initiate any coercive proceedings to recover any amount pursuant to impugned order. No provision was made
by the company to the alleged cane dues pursuant to the above direction of the Court.

The Hon'ble Justice T S Sivagnanam by order dated13th February 2019 has dismissed the said Writ Petition.
The judgment further directs Sugar mills to furnish the details called for by the Director of Sugar by his
communication dated 11th Mar'15 and 13th Mar'15 (ie particulars which forms the basis for fixation of clause
5A price ) within a period of 7 days from the date of receipt of certified copy of judgment. SISMA has decided to
challenge the said judgment by way of Appeal before Madras High Court . The principal ground of attack by
Sugar Mills is that "L" factor has to be determined on All India basis once and for all and there is no scope or
legal permissibility to fix "provisional L factor" for Tamil Nadu and Pondicherry Zone alone. There are other
grounds also in favour of Sugar Mills to dispute the said liability.
On reopening of Madras High Court after May 2019 summer recess, SISMA filed a writ appeal bearing
No. 1850/2019. The Company on 29.7.2019 the court granted stay of the Judgment of the Single Judge dated
13.2.2019 passed and directed to post the matter after four weeks. The appeal is pending.
Hence the amount is indeterminate at this juncture.
iv) Superintending Engineer (Theni) had issued demand letters to Unit 1 dated 23.5.2019 and 3.8.2019 for
` 186.93 lakhs claiming parallel operation charges for the period from May 2014 to May 2019.
The company filed an appeal for all three units ie. Appeal No. 328/2019 before Appellate Tribunal for Electricity ,
Delhi against any claim of parallel operation charges. On 23.9.2019 the Tribunal by way of interim order
directed Tangedco not to precipitate the matter any further and posted the matter to 11.11.2019.
The matter was listed before Registrar, Appeal on 20.1.2020 and at the request of respondents for filing their
replies got adjourned to 20.3.2020. The interim order is in force. Because of Covid 19 pandemic only urgent
matters are taken up and so the matter is posted to 19.8.2020.
The Company got two demand notices dated 14.2.2020 levying parallel operation charges for its Unit 2
(Mundiampakkam Village, Villupuram) & Unit 3 (Semmedu Village, Villupuram) of ` 134.62 lakhs and
` 176.61 lakhs respectively. As in the aforesaid appeal before APTEL interim order is in force, the Company
moved applications in the said appeal bringing to the knowledge of the Tribunal the precipitative actions being
contemplated by the TANGEDCO. The applications are pending.
v) As the company has defaulted in loan repayments, ICICI Bank took over symbolic possession of the said
properties vide notices dated 30.7.2019.
So, the company has filed on 27.8.2019 an appeal before Debt Recovery Tribunal (DRT), Coimbatore. The
same is pending with the Registry.
vi) ICICI has also filed an application before Debt Recovery Tribunal (DRT)-2, Chennai against the company and
its promoters claiming ` 70.64 lakhs. The written statement for the Company was filed and the same was
adopted by its promoters. The case is posted to 17.7.2020 due to pandemic Covid-19.
vii) IFCI Limited, nodal agency of Sugar Development Fund (SDF) has files an application before Debt Recovery
Tribunal (DRT)-1, Chennai against the company claiming ` 40.80 lakhs being the loan granted by SDF.
The Company filed an application stating the IFCI has no locus standi to file the said application and also that
DRT lacks jurisdiction to entertain the said application as the Loan was granted by Government of India and not
by any Bank / Financial Institution. The same is pending.
viii) Recompense amount payable as per Corporate Debt Restructuring (CDR) scheme as at close of the year
ending 31.03.2018 is ` 4,767 lakhs

The company's loan accounts have been treated as Non-performing assets by the consortium banks as a
result of default in payment of interest and loan instalments with effect from 28th june 2018. The company is
engaged with the lenders for a resolution by restructuring bank debt under RBI Guidelines.
b) The Government of Tamilnadu notified the State Advised Price (SAP) of ` 2,650/ per MT of sugarcane for the sugar
seasons 2013-14 and 2014-15 and ` 2,850/- for sugar season 2015-16 & 2016-17. The company has accounted the
cane purchase at the rate of ` 2,350/- per MT (for the cane procured during April 2014 to September 2014) and at the
rate of ` 2,400/- per MT (for the cane procured during the period October 2014 - September 2016) For the sugar
season 2016-17, the company has paid ` 2,425/- per MT. All the private mills in Tamilnadu are disputing the SAP, and
the case is pending before the High Court of Madras. The total disputed price involved is ` 17,790 Lakhs
(` 17,130.90 lakhs).
11) Income Tax assessments have been completed up to Assessment year 2017-18. Disallowances made in the order of
assessment in some of the years, purely technical in nature, have been disputed in appeal before the appellate
authorities.
A Demand of ` 20.20 lakhs has been raised for the AY 2017-18
Appeal Deposit paid ` 4.05 lakhs
The Company is advised that the cases are likely to be disposed off in favour of the Company and hence no provision is
considered necessary therefor.
12) In terms of Ind AS-36, the company had carried out an exercise to ascertain the impairment, if any, in the carrying values
of its Fixed assets. The exercise has not revealed any impairment of assets save and except the following:
The Tamil Nadu Government has issued a G.O. dated 31.8.2010 as directed by the Hon'ble Madras High Court, notifying
the elephant corridor in the Nilgris District, which includes company's land of 7.83 acres in Masinagudi Village Nilgris
District. The GO has now been disputed before the Hon'ble Supreme Court by the Company in SLP (C) 16898/2011 and
interim stay has been granted and the petition is still pending.
The Supreme Court directed to bunch all the Elephant corridor cases pending before it and the final hearing commenced
from 6th April 2018. On 22.1.2020 the batch of cases were listed and the hearing concluded. Judgment reserved.
The carrying value of the said land in the books is ` 35.57 lakhs 31.3.2019 ` 35.57 lakhs.
13) CSR activities

Gross amount required to be spent by the company during the year - NIL
Amount spent by the company during the year NIL
14) As required u/s 197 of the Act, the payment of remuneration to the Wholetime Director, Mr.R.Varadarajan, is as approved
by Board of Directors of the Company, Nomination and Remuneration Committee of the Board is in terms of Resolution
passed at the 31st AGM held on 28.8.2017. Approval has been obtained from the Consortium of bankers who have
extended loan to the company. Approval from Sugar Development Fund, the only other secured creditor, has not been
received till date. In this regard, the Company has been legally advised that in the absence of specific denial of
permission by the lenders, it is to be considered as deemed to have been approved.


15) Transactions with Related Parties
Key Relatives of Key Other Related

Particulars Management Management Parties
Personnel personnel
Purchase of Goods
Mr.Aditya Krishna Pathy 21.73 (9.67)
RSCL Properties Private Limited 18.36(20.53)
Greenplus Manures LLP 6.43(8.47)
Sri Krishna Potable Products Private Limited 0.67(19.23)
Rajshree Biosolutions LLP 22.69 (7.08)
Ms.Aishwarya Pathy 12.96 (-)
Rajshree Spinning Mills Limited 7.60 (-)
Sale of goods
Lavik Foodworks LLP 690.25(1323.11)
Rajshree Biosolutions LLP 6.73(2.35)
Purchase of Assets / Accessories
CAI Industries Private Limited -(0.06)
Lavik Estates Limited 695.00(-)
Sale of asset
Srivalli Varadaraj Matriculation School -(0.30)
Remuneration paid *
Mr.Aditya Krishna Pathy (upto 25.6.2018) - (43.44)
Mr.R.Varadarajan 70.87(75.86)
Mr.V.B.Gopal Krishnan 42.39(42.17)
Mr.M.Ponraj 8.91(8.29)
Ms.Aishwarya Pathy 17.07(30.11)
Sitting fee paid
Mr.Aditya Krishna Pathy -(0.50)
Mr.R.Varadarajan 2.40(2.00)
Ms.Rajshree Pathy 2.00(2.00)
Mr.Raja M.J Abdeen 2.40(2.80)
Dr.P.Surulinarayanasami 1.00(2.00)
Mr.Sheilendra Bhansali 1.40(2.80)
Mr.G.S.V.Subba Rao 1.40(2.80)
Mr.G.R.Karthikeyan 1.40(2.10)
Mr.R.C.H.Reddy 1.40(2.80)
Dr.K.Mohan Naidu 1.00(2.00)
Mr.K.Ilango 1.40(-)
Mr.S.Vasudevan 1.40(-)
Mr.S.Krishnaswami 1.00(-)
Receiving of Services
CAI Industries Private Limited -(0.06)
Aloha Tours & Travels (India) Private Limited 0.47(0.72)
Major Corporate Services (India) LLP 259.12 (282.94)
* Calculated as per the provision of Section 17(1) of the Income Tax Act, 1961

Transactions with Related Parties (Contd...)
Key Relatives of Key Other Related

Particulars Management Management Parties
Personnel personnel
Services rendered
The Lakshmi Mills Company Limited -(1.04)
Rajshree Biosolutions LLP 1.92(-)
Lease rent received
Rajshree Biosolutions LLP 40.24(46.73)
Major Corporate Services India LLP 0.81(0.68)
Rajshree Spinning Mills Limited 0.23(0.21)
Lavik Foodworks LLP 0.75(0.72)
Lavik Estates Limited 1.15(1.94)
COCCA Art & Design Institute Private Limited 0.23(0.21)
Argead Enterprises Private Limited 0.23(0.21)
Lavik Holdings Private Limited 1.84(0.82)
Petal Home LLP 0.22(0.21)
Raj Fabrics & Accessories Cbe Limited 0.22(0.21)
G.V.Memorial Trust 0.13(0.05)
Lease rent paid
Lavik Estates Limited 65.74 (136.91)
Bio-fertiliser received for supply to farmers
of the company (less returns)
Rajshree Biosolutions LLP 64.07 (69.31)
Purchase of uniform cloth materials
The Lakshmi Mills Company Limited 7.63(-)
Security deposit refund received
Lavik Estates Limited 26.25(-)
Outstanding as at 31st March 2020
Payable - (-) 16.56 (9.07) 179.87 (181.78)
Receivable 465.00 (465.00) - (-) 16.04 (151.06)

Notes:
Names of Related parties and description of relationship
a) Holding Companies: None
b) Subsidiaries: None
c) Fellow Subsidiaries: None
d) Associates: None
e) Key Management Personnel
1) Ms.Rajshree Pathy, Chairperson
2) Mr.R.Varadarajan, Wholetime Director
3) Mr.Raja M.J Abdeen, Director
4) Dr.P.Surulinarayanasami, Director
5) Mr.Sheilendra Bhansali, Director
6) Mr.G.S.V.Subba Rao, Director (Terms of office completed on 30th September 2019)
7) Mr.G.R.Karthikeyan, Director (Terms of office completed on 30th September 2019)
8) Mr.R.C.H.Reddy, Director (Terms of office completed on 30th September 2019)
9) Dr.K.Mohan Naidu, Director (Terms of office completed on 30th September 2019)
10) Mr.K.Ilango, Director (appointed on 30th September 2019)
11) Mr.S.Vasudevan, Director (appointed on 30th September 2019)
12) Mr.S.Krishnaswami, Director (appointed on 30th September 2019)
13) Mr.V.B.Gopal Krishnan, Chief Financial Officer (relieved on 16th May 2020)
14) Mr.M.Ponraj, Company Secretary
f) Relatives of Key Management Personnel :
a) Ms.Aishwarya Pathy (Daughter of the Chairperson)
b) Mr.Aditya Krishna Pathy, (Son of the Chairperson; and also Managing Director of the Company till 25.6.2018)
g) Enterprises over which key management personnel or their relatives are able to exercise significant influence:
1) RSCL Properties Private Limited
2) Lavik Holdings Private Limited
3) Argead Enterprises Private Limited
4) CAI Industries Private Limited
5) COCCA Art & Design Institute Private Limited
6) Aloha Tours & Travels (India) Private Limited
7) Rajshree Spinning Mills Limited
8) Raj Fabrics and Accessories (Cbe) Limited
9) Greenplus Manures LLP
10) Major Corporate Services (India) LLP
11) Lavik Foodworks LLP
12) Rajshree Biosolutions LLP
13) The Lakshmi Mills Company Limited
14) Lavik Estates Limited
15) Sri Krishna Potable Products Private Limited
16) Petal Home LLP
17) Srivalli Varadaraj Matriculation School
18) G.V.Memorial Trust

16) Information about segment: Primary segment – Business segments.
102
31.3.2020 31.3.2019
Particulars
Sugar Cogen Distillery Total Sugar Cogen Distillery Total

REVENUE
External Sales 21,607.50 2,679.16 8,461.60 32,748.26 26,926.85 2,806.38 10,212.13 39,945.36
Inter-segment Sales 1,948.38 1,079.59 – 3,027.97 1,453.31 1,876.68 – 3,329.99
Total Revenue 23,555.88 3,758.75 8,461.60 35,776.23 28,380.16 4,683.06 10,212.13 43,275.35
RESULT
Segment result (3,237.24) 562.20 2,511.43 (163.61) (5,980.53) 2,158.64 4,472.18 650.29
Unallocated corporate expenses – – – 1,233.77 – – – 1,381.15
Operating Profit – – – (1,397.38) – – – (730.86)
Interest Expenses – – – 5,778.83 – – – 5,796.23
Interest Income – – – – – – – –
Income Taxes / Deferred tax – – – (2,149.21) – – – (2,343.97)
Profit from ordinary activities – – – (5,027.00) – – – (4,183.12)
Extraordinary loss / profit - Net – – – – – – – –
Net Profit – – – (5,027.00) – – – (4,183.12)
OTHER INFORMATION
Segment assets 40,080.76 15,296.23 12,049.28 67,426.27 44,196.48 17,695.79 11,875.21 73,767.48
Unallocated corporate assets – – – 541.00 – – – 541.00
Total Assets – – – 67,967.27 – – – 74,308.48
Segment liabilities 53,187.77 3,439.75 7,386.23 64,013.75 53,828.55 3,302.09 8,197.32 65,327.96
Unallocated corporate liabilities – – – – – – –
Total Liabilities – – – 64,013.75 – – – 65,327.96
Capital Expenditure – – – – – – – –
Depreciation 1,146.91 776.52 560.48 2,483.91 1,138.26 782.40 548.87 2,469.53
The Company operates wholly within the geographical limits of India. Revenue from sales to customers outside India is / was nil in the current
and previous years. Hence, disclosures on geographical segments are not applicable.
17) Previous year figures have been regrouped whereever necessary to conform to current year's classification.

K Raghu

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SUGARS & CHEMICALS LIMITED

RAJSHREE SUGARS & CHEMICALS LIMITED

NOTICE TO THE MEMBERS

2) Reappointment of Director retiring by rotation

4) Remuneration for Cost Auditor

34th Annual Report 2019 - 20 1

5) Sale of Non-core assets

By Order of the Board

Place : Coimbatore M.PONRAJ

2 34th Annual Report 2019 - 20

o) Voting through electronic means:

34th Annual Report 2019 - 20 3

4 34th Annual Report 2019 - 20

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

How do I vote electronically using NSDL e-Voting system?

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

4. Your User ID details are given below :

Manner of holding shares

34th Annual Report 2019 - 20 5

5. Your password details are given below:

Details on Step 2 is given below:

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

6 34th Annual Report 2019 - 20

General Guidelines for shareholders

34th Annual Report 2019 - 20 7

Other Directorships Membership in Committees

Item No.3: Reappointment of Mr.R.Varadarajan as Wholetime Director

8 34th Annual Report 2019 - 20

Other Directorships Membership in Committees

He holds membership in the following committees of the Company.

Item No.4: Remuneration for Cost Auditor

34th Annual Report 2019 - 20 9

Product Amount (`)

Item No.5: Sale of Non-core Assets

By Order of the Board

Place : Coimbatore M.PONRAJ

10 34th Annual Report 2019 - 20

State Bank of India

34th Annual Report 2019 - 20

CONTENTS Page No.

2 34th Annual Report 2019 - 20

Sugarcane crushed (Tons) 6,21,039 9,21,726

34th Annual Report 2019 - 20 3

5) Default in the payment to the lenders

9) Conservation of energy, technology absorption, foreign exchange earnings and outgo

4 34th Annual Report 2019 - 20

10) Corporate Governance

11) Details of Directors or Key Managerial Personnel Appointed / Resigned

12) Board Evaluation

13) Number of Board meetings

14) Declaration given by Independent Directors

15) Whistle Blower Policy ('Vigil Mechanism')

The said Policy is available on the website of the Company www.rajshreesugars.com/policies

34th Annual Report 2019 - 20 5

16) Particulars of Loans, Guarantees or Investments under Section 186

17) Anti-Sexual Harassment Policy

18) Related Party Transactions