Your Directors have pleasure in presenting the 39 Annual Report on the
business and operations of the company and the audited financial statements for the year
ended 31 March 2025.
| 1) Financial Highlights |
2024-25 |
2023-24 |
| Total Income |
65,356.87 |
77,638.28 |
| Profit before Finance Costs, Depreciation and Exceptional
items |
5,050.29 |
6,844.22 |
| Less: Finance Costs |
1,597.12 |
2,372.79 |
| Depreciation |
2,345.60 |
2,365.38 |
| Profit / (Loss) from ordinary activities before Tax |
1,107.57 |
2,106.05 |
| Tax Expenses |
298.47 |
730.28 |
| Profit / (loss) after Tax |
809.10 |
1,375.77 |
| Other comprehensive income /(loss), net of income tax |
(101.34) |
(21.66) |
| Total comprehensive income /(loss) for the period |
707.76 |
1,354.11 |
| Basic / Diluted earnings /(loss) per share of Rs.10/- each,
before / after extraordinary items |
2.44 |
4.15 |
2) Dividend
Considering financial strain, your Directors have not recommended
dividend for the year 2024-25. Also no amount has been transferred to reserves.
3) Financial Performance
During the financial year 2024-25, your Company recorded a total income
of Rs. 65,356.87 lakhs, as compared to
Rs. 77,638.28 lakhs in the previous year. The Company earned a net
profit before tax of Rs. 1,107.57 lakhs, as against
Rs. 2,106.05 lakhs in the previous year. The net profit after tax stood
at Rs. 809.10 lakhs, compared to Rs. 1,375.77 lakhs in the financial year 2023-24.
4) Operational Performance
The operational highlights of our sugar, cogeneration, and
distillery divisions for the year 2024-25 are as follows:
a) Sugar Division
| Particulars |
2024-25 |
2023-24 |
| Sugarcane crushed (MT) |
12,28,905 |
18,08,669 |
| Recovery % |
8.14 |
8.53 |
| Sugar Produced (MT) |
1,00,053 |
1,54,369 |
| Sugar Sold (MT) - Domestic |
1,17,347 |
1,49,155 |
In FY 2024-25, sugar production declined by 35% compared to the
previous year due to a significant drop in sugarcane availability. Lower cane crush and
reduced recovery (8.14% vs. 8.53%) were primarily caused by adverse weather conditions in
the command area, which affected sugar content in the cane.
b) Cogeneration Division
In the fiscal year under review, the Cogeneration Division produced a
total of 1,488 lakh units of power, compared to 2,233 lakh units in the previous year. The
Company exported 886 lakh units during the year, as against 1,414 lakh units exported in
the preceding year.
c) Distillery Division
During the year, the Distillery Division produced 187 lakh litres of
alcohol, compared to 240 lakh litres produced in the previous year. The sales volume stood
at 192 lakh litres, as against 231 lakh litres sold during the previous financial year.
5) One Time Settlement with Sugar Development Fund, Government
of India.
During the year, the Company concluded a One Time Settlement (OTS) with
the Sugar Development Fund (SDF), Ministry of Consumer Affairs, Food & Public
Distribution, for outstanding dues related to Ethanol and Co-generation loans amounting to
Rs. 53.55 crore (Rs. 32.45 crore for ethanol and Rs. 21.10 crore for cogeneration). As per
the Administrative
Approvals dated 26 September 2024 and in line with revised operational
guidelines issued by the Government, the
Company settled the loans by paying Rs. 58.56 crore, inclusive of
accrued interest and after waiver of Rs. 6.45 crore in penal interest. Final confirmation
of receipt was provided by SDF on 21 March 2025.
Rule 8 of the Companies (Accounts) Rules, 2014 requires disclosing the
difference between the loan amount at sanction and at One Time Settlement (OTS), along
with reasons, in cases involving banks or financial institutions.
In this case, the OTS was with the Sugar Development Fund (SDF), a
statutory government body, not a bank or financial institution. The original loan
sanctioned was Rs. 53.55 crore, and the final settlement amount was Rs. 58.56 crore. The
Rs. 5.01 crore difference is due to accrued interest, while penal interest of Rs. 6.45
crore was waived by SDF. No asset valuation was conducted at the time of sanction or
settlement.
Rule 8 does not apply, as the settlement was not with a bank or
financial institution. Disclosure is made voluntarily for transparency.
6) Future Outlook
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.
As a result of good monsoon, the ground water recharge in the command
areas of the Company has been encouraging for cane planting and thereby factory operations
for next two years. However, emergence of Competitive crops with remunerative prices could
pose a threat to Sugarcane Cultivation. The company is taking special measures like
providing subsidy, services like appointing service providers for cultivation operations,
mechanical harvesting and supply of regular seed materials. The company is also promoting
wider row planting, drip irrigation, trash shredding, trash mulching and organic manure
application. The company's R&D wing is also working on research and development of new
and high yielding varieties.
In the sugar season 2023-24 (October to September), the Government had
not allowed export due to lower sugar production. However, since the stock position as on
30.09.2024 was higher than the original estimate, the Government had allowed an export of
1 million tons in sugar season 2024-25. With the production in Maharashtra and north
Karnataka lower than the estimated numbers, situation on the domestic prices looks
positive in the current seasons.
The ambitious ethanol program of the Central Government continues to be
supportive to the sugar industry.
Further, 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 ('the Act) and the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review.
8) Auditors
Statutory Auditors: M/s.S.Krishnamoorthy & Co., Chartered
Accountants, Coimbatore (Firm Registration No. 001496S), will serve as Auditors until the
40th Annual General Meeting (AGM) for the financial year ending 31 March 2026.
Cost Auditors: As per Section 148 of the Act and the Companies (Cost
Records and Audits) Rules, 2014, the company's products Sugar, Industrial Alcohol, and
Cogeneration of Power, are subject to mandatory cost audits. The company has maintained
these records as prescribed by the Central Government. Upon the Audit Committee's
recommendation, the Board of Directors has re-appointed M/s.S.Mahadevan & Co., Cost
Accountants, (Firm Registration 000007) to conduct the cost audit for the financial year
ending 31 March 2026. Their remuneration has been fixed, and the resolution for its
ratification under Section 148(3) of the Act, will be presented at the upcoming AGM.
Secretarial Auditor: Mr. G. Soundarrajan, Practicing Company Secretary
(Membership No. 13993; CP No. 4993; Peer Review No. 2101/2022), is currently serving as
the Secretarial Auditor for the financial year 2024-25 to conduct the Secretarial Audit in
accordance with Section 204 of the Act and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Based on the recommendation of the Audit Committee, the Board has
approved his appointment for a fixed term of five financial years from FY 2025-26 to FY
2029-30, in line with the provisions of Regulation 24A as amended by the SEBI (LODR)
(Third Amendment) Regulations, 2024. The said appointment is subject to the approval of
the shareholders at the ensuing Annual General Meeting.
9) Conservation of energy, technology absorption, foreign
exchange earnings and outgo
Annexed to this Report as Annexure 1.
10) Corporate Governance Report (CGR)
The Company is committed to maintaining the highest standards of
corporate governance and adherence to the corporate governance requirements prescribed by
SEBI. The Company also follows several best corporate governance practices as prevalent
globally. The report on Corporate Governance as stipulated under LODR forms an integral
part of this Report as Annexure 2. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate governance is also attached
to the report on Corporate Governance.
11) Corporate Social Responsibility (CSR)
The Company has not earned net profit during the Financial Year ended
31 March 2025, computed as per section 198 of the Act, and hence, provisions relating to
CSR as specified under Section 135 of the Act will not be applicable to the Company.
The details regarding the CSR Committee and Policy are furnished in the
CGR.
12) Details of Directors and Key Managerial Personnel Appointed or
Resigned
During the year, the following changes in the composition of the Board
of Directors and Key Managerial Personnel took place:
| Name |
Category / Designation |
Change |
Effective from |
| Mr. R.Varadarajan |
Non-promoter |
Re-appointed on retirement by rotation |
27 September 2024 |
| (DIN : 00001738) |
|
|
|
| Mr. K. Ilango |
Whole-time Director |
Annual General Meeting. |
30 September 2024 |
| (DIN : 00124115) |
|
|
|
| Mr. S. Vasudevan |
Independent Director |
Re-appointment |
30 September 2024 |
| (DIN : 01567080) |
|
|
|
At its meeting held on 29 May 2025, the Nomination and Remuneration
Committee, followed by the Board of Directors, recommended to the shareholders the
appointment of Mr. Rajan Balasubramanian (DIN: 10309315) as an Independent
Director for an initial term of five consecutive years commencing from
the conclusion of the 39 Annual General Meeting and ending on the date of the 44 Annual
General Meeting or on completion of five years, whichever is earlier.
Mr. Balasubramanian has submitted the requisite declarations confirming
his eligibility and independence in accordance with Section 149(6) of the Companies Act,
2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. His appointment is proposed to succeed Mr. S. Krishnaswami (DIN: 08530320),
whose second term as an Independent Director is scheduled to conclude on 29 September
2025.
The Board recognises Mr. Balasubramanian's professional integrity,
strategic insight, and extensive experience, and is of the opinion that his inclusion will
strengthen the independence and effectiveness of the Board's oversight functions. His
appointment was made following a rigorous evaluation process in line with the Company's
governance standards and selection criteria for Independent Directors.
13) Statement on Formal Annual Evaluation by the Board
In accordance with the Companies Act, 2013 and SEBI regulations, the
Board carried out a formal annual evaluation of its own performance, that of its
Committees, and individual Directors, including Independent Directors and the Chairperson.
The evaluation was coordinated by the Nomination and Remuneration Committee (NRC) through
structured online feedback forms circulated to all Directors. The submitted responses were
compiled and presented by the Chairperson during a Board meeting.
The evaluation covered the Board's strategic oversight, governance, and
performance monitoring; Committees were assessed on effectiveness, independence, and role
clarity; Directors were evaluated on domain knowledge, participation, and strategic input.
Independent Directors were additionally assessed on independence and objectivity, while
the Chairperson's evaluation included leadership, discussion facilitation, and stakeholder
focus.
The NRC adopted a five-point grading scale: Poor, Average, Good, Very
Good, and Excellent.
14) Number of Board Meetings
During the year, 5(Five) Board Meetings were convened and held, the
details of which, including attendance of directors,
are given in the CGR.
15) Declaration given by Independent Directors
The Independent Directors of the Company have furnished declarations as
required under Section 149(6) of the Act
& Regulation 16 of LODR.
16) Whistle Blower Policy (Vigil Mechanism)
In accordance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, the Company has established a Vigil Mechanism (Whistle Blower
Policy) to enable Directors and employees to report genuine concerns regarding unethical
conduct, actual or suspected fraud, and violations of the Company's Code of Conduct or
ethics policies.
The mechanism provides adequate safeguards against victimization of
those who report such concerns and allows for
direct access to the Chairman of the Audit Committee in all cases.
The Whistle Blower Policy is available on the Company's website at:
www.rajshreesugars.com/policies/
17) Particulars of Loans, Guarantees or Investments under Section 186
The Company has not given/ made any loan, guarantee or investment in
terms of Section 186 of the Act during the year
under review.
18) Anti-Sexual Harassment Policy
The Company has in place a policy for the prevention, prohibition, and
redressal of sexual harassment of women at the workplace, in accordance with the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
As required under the Act, the Company has constituted an Internal
Complaints Committee to address complaints in a
st
fair and timely manner. For the financial year ended 31 March 2025, no
complaints were received under the said Act.
19) 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.
20) Material Changes & Commitments between end of financial year
and this Report
There were no material changes that took place between the end of the
financial year and this report.
21) 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).
22) Nomination and Remuneration Policy
The Nomination and Remuneration Committee (NRC), in consultation with
the Board of Directors, has framed a comprehensive Remuneration Policy in line with
Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations. The
policy aims to ensure fair, balanced, and performance-linked remuneration for Directors,
Key Managerial Personnel (KMP), Senior Management Personnel (SMP), and other employees.
The policy ensures that remuneration is sufficient to attract and
retain competent leadership, and that it maintains a clear relationship with performance
benchmarks. It provides for a balance between fixed and incentive-based pay to support
both short-term results and long-term goals of the Company.
The policy outlines the framework for appointment, evaluation, and
removal of Directors, KMPs, and SMPs, along with remuneration structures, including
provisions for shareholder approvals where applicable. It also mandates annual performance
evaluations to ensure transparency and accountability.
The NRC is empowered to issue implementation guidelines and delegate
responsibilities for effective execution. The policy is available on the Company's website
at: www.rajshreesugars.com/policies
23) Industrial Relations
During the year under review, your Company enjoyed cordial
relationship with workers and employees at all levels.
24) Internal control systems and their adequacy
The Company has internal control systems which is commensurate with
its size, nature and volume of operations.
25) Rajshree Sugars & Chemicals Limited (RSCL) Employees Stock
Option Plan 2012
A detailed report as required under SEBI (Share based Employee Benefits
and Sweat Equity) Regulations, 2021 on the "RSCL Employees Stock Option Plan
2012" forms part of this report, as Annexure 4.
26) Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Secretarial Audit Report for FY 2024-25, issued by Mr. G. Soundarrajan,
Practising Company Secretary, is annexed as Annexure 5. The report contains no
qualifications, reservations, or adverse remarks.
27) Annual Return
In terms of Section 92(3) of the Act, read with Companies (Management
and Administration) Rules, 2014, The Annual
Return of the Company in Form MGT-7 filed for the Financial year ended
31 March 2024 has been placed on the website of the Company i.e.
https://www.rajshreesugars.com/annual-return-mgt-7/.
28) Transfer of Amounts to Investor Education and Protection Fund
(IEPF)
In accordance with Section 124(5) of the Companies Act, 2013, no
dividend is currently pending for transfer to the Investor Education and Protection Fund
(IEPF), except for an unpaid amount of Rs.39,729 for the financial year 2009-10. The
transfer of this amount is held in abeyance due to court orders.
As required under the IEPF (Uploading of Information regarding Unpaid
and Unclaimed Amounts) Rules, 2012, the Company has uploaded the details of unpaid and
unclaimed dividend amounts as on 28 August 2017 on its website (www.rajshreesugars.com)
and on the website of the Ministry of Corporate Affairs.
Additionally, the Company transferred the equity shares of shareholders
who had not claimed dividends for seven consecutive years to the credit of the IEPF on 6
December 2017, via Form IEPF-4. Shareholders may claim such shares and dividends by
following the procedure prescribed on the IEPF Authority's website:
https://www.iepf.gov.in/IEPF/refund.html
29) Directors' Responsibility Statement
In terms of clause (c) of sub-section (3) of Section 134 of the Act,
the Directors state that:
i) in the preparation of the annual accounts / financial statements,
the applicable accounting standards have 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 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.
30) Code of Conduct
Directors, KMP and SMP of the Company have affirmed adherence to the
Code of Conduct pertinent to the Directors and employees of the Company and the
declaration in this regard made by Wholetime Director, as required under LODR forms part
of CGR.
The code is available in the website of the company
www.rajshreesugars.com/Code-of-conduct-fair-disclosure
31) 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
32) Risk Management Policy
The Company has formulated a Risk Management Policy as required under
LODR. The Company has also formulated specific policy on 'Forex and Interest Rate Risk
Management Policy for Currency and Interest Rate Risk Management'
The Board perceives the risk of recurring lower sugar recovery in the
State of Tamil Nadu as compared to recovery for which sugar mills are to pay the Fair and
Remunerative Price. Lower capacity utilization is also a concern
The Tamil Nadu Industry has also the option of producing Ethanol. The
Tamil Nadu Government has issued an Blending Policy 2023 to attract investments in
molasses/grain-based ethanol programme to make the state self-in meeting the estimated
annual requirement of 130 crore litres. However, the State has the limited scope as
availability molasses is limited.
The details about the risks being faced by the Company are furnished in
the 'Management Discussion & Report' (Annexure 6).
33) Significant & material orders passed by regulator or courts or
tribunals impacting going concern status companies operations in future
There have been no significant and material orders passed by any
Regulator / Court / Tribunal impacting the concern status and company's operations in
future.
34) Compliance with Secretarial Standards
The company has complied with all applicable mandatory Secretarial
Standards issued by the Institute of Secretaries of India and approved as such by the
Central Government, as per the provisions of the Act.
35) Details of any applications made or proceedings pending under the
Insolvency and Bankruptcy Code, during the year along with their status as at the end of
the financial year.
The company confirms that no such applications have been made, and
there are no proceedings pending.
36) Details of difference between amount of the valuation done at the
time of one time settlement and the done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
The Company affirms that no one-time settlement was entered into during
the year, except with the Sugar Fund (SDF), as detailed above.
37) Acknowledgement
Your Directors thank the Banks and Financial Institutions for their
valuable and timely financial assistance and provided by them to the Company. Your
Directors also thank the cane growers, suppliers, Government Institutions others for the
cooperation extended to the Company. The Board also places on record its appreciation of
the services rendered by the employees of the Company.
May Goddess Lakshmi shower her blessings for the continued
prosperity of the Company.
|