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Shree Renuka Sugars Directors Report, Shree Renuka Reports by Directors
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Shree Renuka Sugars
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Explore Shree Renuka connections « Sep 09
Directors Report Year End : Sep '10
The Board of Directors is pleased to present the Fifteenth Annual
 Report of your Company together with the audited financial statements
 for the year ended September 30, 2010.
 
 FINANCIAL RESULTS
 
                                                   (Rs. in Million)
 
 Particulars                                    2009-10       2008-09
 
 Revenues                                        55,979       22,398
 
 profit before financial expenses and             7,246        3,685
 depreciation
 
 Financial expenses                                 825          884
 
 Depreciation and amortisation                      815          625
 
 profit before provision for tax                  5,606        2,176
 
 Provision for taxation :
 
 - Current                                          943          341
 
 - Deferred tax                                     560          400
 
 - Wealth Tax                                         1           -
 
 Less: Prior period adjustments                       1           -
 
 Net profit                                       4,101        1,435
 
 Less: Brought forward loss on amalgamation          39           - 
 of subsidiaries
 
 Profit brought forward from the previous year    1,129          685
 
 Profit available for appropriation               5,191        2,120
 
 Transfer to General Reserves                     1,000          500
 
 Transfer to Debenture Redemption Reserve           120          120
 
 Dividend on equity shares                          671          317
 
 Dividend tax                                       111           54
 
 Retained in the profit & Loss Account            3,289        1,129
 
 OPERATING HIGHLIGHTS
 
 The Company achieved turnover of Rs. 55,979 Million for the year ended
 September 30, 2010 as against Rs. 22,398 Million of the previous year,
 registering a growth of 150%. EBITDA for the year under review stood at
 Rs. 7,246 Million compared to Rs. 3,685 Million of the previous year, a
 strong growth of 97%.  Net profit increased substantially by 186% to
 Rs. 4,101 Million from Rs. 1,435 Million of the previous year. Analysis
 of operating performance is covered under Management Discussion and
 Analysis which forms part of this Report.
 
 AMALGAMATION
 
 During the year under review two wholly owned subsidiaries of the
 Company viz.  Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd have
 been amalgamated with the Company (Shree Renuka Sugars Ltd).  In terms
 of the above Scheme all assets, liabilities, rights, licences,
 permissions etc. of Godavari Biofuel Pvt Ltd and Ratnaprabha Sugars Ltd
 stands transferred to and vested in Shree Renuka Sugars Ltd from April
 1, 2009 being the appointed date. As from December 10, 2010 being the
 effective date of the Scheme, Godavari Biofuel Pvt Ltd and Ratnaprabha
 Sugars Ltd stands dissolved without winding up.
 
 DIVIDEND
 
 The Board of Directors at its meeting held on September 28, 2010
 declared 100% interim dividend i.e. Rs. 1/- per equity share having
 face value of Rs. 1/- each. The total dividend pay-out for the
 financial year 2009-10 (including dividend distribution tax) was Rs.
 781,724,070/-. The said dividend was paid on October 11, 2010.
 
 Your Directors have taken a decision to treat the interim dividend as
 fnal dividend for the financial year 2009-10.
 
 TRANSFER TO RESERVES
 
 The Company has transferred Rs. 1,000 Million to the General Reserves
 and an amount of Rs. 120 Million to the Debenture Redemption Reserve
 out of the amount available for appropriation. An amount of Rs. 3,289
 Million is proposed to be retained in the profit & Loss Account.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits from the public within the
 meaning of provisions of Section 58A and 58AA of the Companies Act,
 1956 (the Act).
 
 FURTHER ISSUE OF CAPITAL
 
 During the year the Company had issued and allotted 18,000,000 fully
 paid-up equity shares of Rs. 1/- each at a price of Rs. 114.37,
 aggregating to Rs. 2,058.66 Million to Promoters, in accordance with
 SEBI guidelines, on preferential basis, consequent to the exercise of
 warrants issued to them.
 
 BONUS ISSUE
 
 The members at the last Annual General Meeting of the Company approved
 issue of Bonus shares in the ratio of 1:1.  Accordingly, the Company
 issued and credited 334,900,000 equity shares to all those members
 whose names appeared as on March 17, 2010, being the Record Date fixed
 for ascertaining entitlement for Bonus Issue.
 
 STRATEGIC ACQUISITIONS AND DEVELOPMENTS
 
 In March 2010, the Company completed acquisition of Renuka Vale Do Ivaí
 S/A (VDI) formerly Vale Do Ivaí S/A Açúcar E Álcool, a Brazilian sugar
 and ethanol production company located in Parana state of Brazil.
 Pursuant to the above acquisition, VDI has become a wholly owned
 subsidiary of the Company.  The acquisition includes two sugar and
 ethanol production facilities located in the Southern State of Parana
 with a combined crushing capacity of 3.1 Million tons per annum.
 
 In July 2010, the Company completed its second Brazilian acquisition by
 acquiring a controlling stake of 50.34% in Equipav S.A. Açúcar e Álcool
 (Equipav AA) which has been renamed as Renuka do Brasil S/A (RdB).
 RdB consists of two very large and modern sugar/ethanol mills with
 integrated co-generation facilities in Sao Paulo state in Southeast
 Brazil having a combined cane crushing capacity of 10.5 Million tons of
 cane per annum (44,400 TCD). In addition, RdB has a co-generation
 capacity of 203 MW. Cane supply comes from the cultivation of about
 115,000 Ha of land of which nearly 2/3rd is cultivated by the RdB with
 very high level of mechanisation for both planting and harvesting. The
 mills have easy access to the main ports of Santos and Paranagua, which
 provides logistic benefits to RdB.
 
 Above acquisition in Brazil has transformed your Company from a local
 player to a global player in sugar and ethanol sectors, having a
 substantial presence in the largest ethanol and sugar markets of the
 world and making it one of the largest sugar company in the world.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)
 
 The Management Discussion and Analysis Report on the business and
 operations of the Company is attached to this report.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standards 21 and 23 issued by the
 Institute of Chartered Accountants of India on Consolidated Financial
 Statements, attached are the Consolidated Financial Statements, which
 form part of this Annual Report. These Consolidated Financial
 Statements provide financial information about your Company and its
 subsidiaries after elimination of minority interest, as a single
 entity.
 
 The Company has been granted exemption under Section 212(8) of the Act
 for the year ended September 30, 2010 by the Ministry of Corporate
 Affairs from attaching to its Annual Report, copies of the Balance
 Sheet, profit & Loss Account, Report of the Board of Directors and the
 Auditors and other documents required to be attached under Section
 212(1) of the Act, of all its subsidiary companies.  Accordingly, the
 said documents are not attached with the Balance Sheet of the Company.
 A statement containing brief financial details of each of the
 subsidiary companies is included in the Annual Report, in terms of the
 exemption letter. The Annual Accounts of the subsidiary companies and
 related detailed information will be made available to the members at
 any point of time for inspection at the registered office of the
 Company and at the registered office of the respective subsidiary
 companies. The Company will make available the Annual Report of the
 subsidiaries upon request by any member of the Company/Subsidiaries of
 the Company interested in obtaining the same.
 
 OTHER SIGNIFICANT DEVELOPMENTS
 
 During the year, the Company has received Letters of Intent for supply
 of 118 Million litres of Ethanol to the Oil Marketing Companies (Indian
 Oil Corporation, Hindustan Petroleum Corporation Ltd, Bharat Petroleum
 Corporation Ltd) for states of Karnataka, Andhra Pradesh, Kerala, Goa
 and Maharashtra for a period of one year.
 
 A new standalone sugar refnery with refning capacity of 3,000 TPD at
 Kandla, West Coast of India is under implementation and expected to be
 operational in April 2011.
 
 During the year, the Company has increased its stake in National
 Commodity & Derivatives Exchange Ltd (NCDEX) from 5% to 12.5%.
 
 DIRECTORS
 
 Mrs. Vidya Murkumbi, Mr. Sidram Kaluti and Mr. Nandan Yalgi, Directors
 of the Company retire by rotation and being eligible offer themselves
 for re-appointment at the ensuing Annual General Meeting.
 
 During the year Mr. Nitin Puranik, Whole- Time Director, resigned from
 the office of Director and Mr. G. K. Sood vacated the office of
 Director pursuant to the provisions of Section 260 of the Act. The
 Board place on record its appreciation for the valuable services and
 guidance rendered by them during their tenure as Directors of the
 Company.
 
 Brief resume of the Directors seeking re- appointment, as stipulated
 under Clause 49 of the Listing Agreement with the stock exchanges are
 given in the Section on Corporate Governance, which forms part of this
 Annual Report.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s Ashok Kumar, Prabhashankar and Co., Chartered Accountants,
 Bangalore, Statutory Auditors of the Company hold office until the
 conclusion of the ensuing Annual General Meeting and are recommended by
 the Board of Directors for re-appointment. Certifcate from the said
 Auditors has been obtained to the effect that their re-appointment, if
 made, would be within the limits specifed under Section 224 (1B) of the
 Act.
 
 The Auditors Report to the members on the Accounts of the Company for
 the year ended September 30, 2010 does not contain any qualifcation.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217 (2AA) of the Act, and based
 on the representations received from the management, the Directors
 confrm that:
 
 a) in the preparation of the annual accounts the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures from the same if any;
 
 b) the Directors have selected such accounting policies and applied
 them consistently and made judgment and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company as at September 30, 2010 and of the profit & Loss of the
 Company for the year ended on that date;
 
 c) the Directors have taken proper and suffcient care 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;
 
 d) the Directors have prepared the annual accounts on a going concern
 basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information as per the Companies (Disclosures of Particulars in the
 Report of the Board of Directors) Rules, 1988 relating to conservation
 of energy, technology absorption, foreign exchange earnings and outgo
 are forming part of this Report and is annexed hereto.
 
 CORPORATE GOVERNANCE
 
 Your Company complies with all mandatory requirements as stipulated
 under Clause 49 of the Listing Agreement of the Stock Exchanges. The
 Report on Corporate Governance along with the Auditors Certifcate on
 its compliance, forms part of this Report and is annexed hereto.
 
 PARTICULARS OF EMPLOYEES
 
 Information as required under Section 217(2A) of the Act, read with the
 Companies (Particulars of Employees) Rules, 1975, as amended, are given
 in an Annexure forming part of this Report.
 
 However, having regard to the provisions of Section 219(1)(b)(iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all members of the Company. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered office of the Company.
 
 HUMAN RESOURCES
 
 The Companys HR policies and procedures are designed to recruit and
 retain the best talent to support the growth momentum of your Company
 to align the interest of employees with those of the Company and to
 provide them with an opportunity to share the growth of the Company as
 also to foster long-term commitments, Stock Options are granted by the
 Company. The Company granted 9,523,840 options under the Companys
 Employee Stock Option Scheme - 2006 to eligible Employees/Directors.
 The necessary disclosures as stipulated under the SEBI Guidelines are
 given in Annexure to this Report. The Company intends to implement
 Employee Stock Option Plan – 2011 to its eligible Employees/Directors
 as well as that of its holding and subsidiaries for which approval of
 members is being sought at the ensuing Annual General Meeting.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation for the
 assistance and co-operation received from the Financial Institutions,
 Banks, Government Authorities, Customers, Vendors and cane growers and
 fnally to all its members for their trust and confdence reposed on us
 and look forward to their continued support at all times. Your
 Directors wish to place on record their sincere appreciation for the
 significant contributions made by employees at all levels for their
 competence, perseverance and hard work that has enabled the Company to
 achieve new milestones on a continual basis.
 
                               On Behalf of the Board of Directors
 
 Mumbai                                             Vidya Murkumbi
 
 February 11, 2011                           Executive Chairperson
 
 
Source : Dion Global Solutions Limited
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