To

The Shareholders

Your Directors have pleasure in presenting this SEVENTY FOURTH ANNUAL REPORT along with the Audited Statement of Accounts for the year ending 31st March, 2021.

Financial Results:

(Rupees in lakhs)

PERFORMANCE:

Your Directors are glad to report that for the year 2020-21, your Company made a Profit of Rs.138.57 Crores (before tax) against a Profit of Rs. 203.26 Crores made last year, which reflect another year of consistent performance. The Net Profit (After Tax) was Rs.102.09 Crores against Rs. 190.16 Crores made last year.

DIVIDENDS:

Your Directors are glad to recommend a Dividend of Rs.10/- per Equity Share i.e., 100% (Face Value Rs.10/-) for the year 2020-21. With this Dividend, if approved, your Company would have the distinction of rewarding its Shareholders. The outflow towards Dividend payment would be Rs.27.11 Crores.

CAPITAL & RESERVES:

Authorised and Paid Up Capital:

As on 31.3.2021, the Authorised Capital of the Company is Rs.30.00 Crores and the Paid-up Capital is Rs. 27.11 Crores.

Reserves:

With the transfer of Rs.100.00 Crores during the year under report, the total Reserves as on 31.3.2021 stands at Rs. 793.30 Crores against Rs. 693.30 Crores on 31.3.2020.

REVIEW OF OPERATIONS:

SUGAR UNITS:

The Sugar Unit-II crushed in aggregate 2,91,037.458 M.T. of cane during the 2020-21 season against 4,84,820 M.T. crushed last year. The crushing operations and cane price paid to cane suppliers for the 2020-21 Season are:

* Includes Transport Subsidy.

- Crushing Operations for the Season 2020-21 have been lower compared to Season 2019-20 due to non-availability of Cane.

- Operations of Sugar Unit-I and Sugar Unit-III were suspended for the Crushing Season 2020-21.

- To encourage farmers to plant cane, your Company opted to pay a cane price higher than the Fair Remunerative Price fixed by the Government.

- Board of Directors have decided to suspend operations at Sugar Unit-I, Tanuku and Sugar Unit-III, Bhimadole for the Crushing Season 2021-22.

POWER GENERATION:

During the year under report the Co-generation Unit at Taduvai generated 1,39,35,190 Units of Power.

PERFORMANCE OF CHEMICAL DIVISION:

During the year under report the performance of Caustic Soda Division at Saggonda was good. Turnover of Rs.484.13 Crores was achieved, Profit after depreciation achieved this year was Rs. 77.38 Crores against Rs. 152.57 Crores in the last year.

Aspirin Division has also performed impressively by posting a Profit of Rs.12.68 Crores as against 11.72 Crores.

WIND POWER UNITS:

The Net Power generated at Ramagiri Wind Mills during this year is 11,26,650 Units KWH.

The Net Power generation at the Tamil Nadu Wind Mills during the year under report is 2,59,60,834 Units. This Power is being fed into the Tamil Nadu State Electricity Board grid.

The Power generated by 33 MW Coal Based Power Plant put up by the Company at Saggonda during this year is 22,71,03,000 KWH. This Power is being used at our Chemical Plants at Saggonda.

PROJECTS:

Demand for Caustic Soda is on the rise. Our Major customers in Private and Public Sectors have been consistently lifting their commitments. As a part of ongoing market programme efforts are directed towards widening the customer base. Keeping this in mind, your Company is going for Expansion from existing 500 Tonnes per day to 600 Tonnes per day Membrane Cell Caustic Soda facility at Chemical Complex, Saggonda. This Expansion is based on the latest 6th generation of Environment friendly and Energy-efficient Membrane Cell Technology supplied by M/s. Thyssenkrupp Industrial Solutions India Pvt. Ltd., a renowned International organization having expertise and experience in establishing Chemical Plants. This process has the lower production cost, simple operations, Energy Efficient & Environmental friendly. Salt and Power constitute two main inputs for production of Caustic Soda. As your Company is already in the production of Caustic Soda, procurement of Salt can be sourced from the existing vendors. Power, another major input, can be availed from 33 MW Coal based Captive Power Plant in operation. Environmental Clearance and Consent for Establishment are in place for a Total Capacity of 800 TPD at Saggonda. The estimated Project Cost of Rs.100.00 Crores is being met by internal generation. The Plant is expected to commence operations by September, 2022. Sulphuric Acid is widely used in Pharmaceutical, Fertilizer and Water Treatment Industries causing the increase in demand of this product.

Your Company is setting up a 500 TPD Sulphuric Acid Plant at Chemical Complex, Saggonda with an estimated cost of Rs.100.00 Crores being met by internal generation. Consent for Establishment is yet to be obtained. The Plant is expected to commence operations by September, 2022.

The Plant being set up at J.N. Pharmacity, Parawada, Visakhapatnam is in progress. Major works have been completed. The Project is expected to be completed by December, 2021.

Keeping in view the need for your Company to expand the base of its Chlor-Alkali operations, an application to the concerned authorities has been made for the establishment of Plants at J.N. Pharmacity, Parawada, Visakhapatnam for 245 TPD Caustic Soda, 50 TPD Caustic Potash, 600 TPD Hydrochloric Acid, 300 TPD Sulphuric Acid and 200 TPD Chlorine.

DEMATERIALISATION OF EQUITY SHARES:

As of 31st March, 2021 Equity Shares representing 53.89% of the Share Capital have been dematerialised.

AUDITORS:

M/s K.S. Rao & Co., Chartered Accountants, Hyderabad, the present Auditors were appointed at 70th Annual General Meeting for a period of 5 Financial Years i.e., 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22. Their remuneration for the Financial Year 2021-22 of Rs.17,00,000/- is being sought for your approval at the ensuing Annual General Meeting.

COST AUDITORS:

For the year 2020-2021 M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad were the Cost Auditors of the Company for the Products, which are subject to Cost Audit. For the year ended 2021-22, your Board of Directors have approved the appointment of M/s. Narasimha Murthy & Co., Hyderabad as Cost Auditors and recommend to Shareholders to ratify the remuneration of Rs.6,00,000/- as fixed by the Board on the recommendation of Audit Committee.

CORPORATE GOVERNANCE:

As per the amended provisions of the SEBI Listing Regulations, a Report on Corporate Governance along with Management Discussion and Analysis forming part of the Directors' Report is annexed.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 top listed Companies based on the Market Capitalization Business Responsibility Report is annexed.

COMPLIANCE CERTIFICATE OF THE AUDITORS:

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges and the same is annexed to the Report of Directors.

AUDIT COMMITTEE:

Audit Committee comprises of Three Non-Whole time, Independent Directors and One Whole-time Director Dr. P. Kotaiah, Sri V.S. Raju, Sri P.A.Chowdary and Sri P. Achuta Ramayya respectively. Dr. P. Kotaiah is the Chairman of this Committee.

DIRECTORS AND KMP:

The Andhra Sugars Limited

Dr. A.V. Rama Rao, ceased to be Director due to his resignation with effect from 27.01.2021. The Board placed on record its commendable appreciation of the service and guidance received from him during his tenure as Director for Two Decades.

Directors Sri Mullapudi Narendranath and Sri P. Achuta Ramayya retire by rotation at the ensuring 74th Annual General Meeting and being eligible, offer themselves for re-appointment.

Statements of declaration as per Section 149(6) of the Companies Act, 2013 have been given by the Independent Directors.

Sri P. Narendranath Chowdary, Chairman and Managing Director and Sri P.V.S. Viswanadha Kumar, General Manager (Finance) & Addl. Secretary have been designated as Key Managerial Personnel.

Sri M. Palachandra, Company Secretary and Compliance Officer, ceased to be KMP with effect from 07.09.2020 due to his sad demise. The board placed its appreciation for the valuable services rendered by him.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Sec.134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, your company has complied with the compliance requirement the details of which are enumerated hereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(1) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure; b) that the directors selected such accounting policies and applied them consistently and made judgments and estimates that those are 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 of the Company for that period; c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) that the Directors have got prepared the annual accounts on a going concern basis; e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) that the Directors got devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There are no frauds reported by Auditors under Section 143(12) of the Companies Act, 2013.

There are no material changes and committments that effect the Financial position of the Company from the Year end 31.03.2021 to as on date of this report.

BOARD MEETINGS:

The Board of Directors met 4 times during the financial year 2020-2021 on 27.06.2020, 13.08.2020, 10.11.2020 and 13.02.2021.

INDEPENDENT DIRECTORS MEETING:

A Meeting of the Independent Directors was held on 13th March, 2021. The Independent Directors have evaluated the performance of the Non-independent Directors, the Board as a whole and Chairman of the Board. The Board was briefed by Lead Independent Director on the deliberations made at the Independent Directors Meeting.

FAMILARISATION PROGRAMME:

Your Company through a Policy, has in place a familiarisation programme to all the Directors with a view to update them on the Company's Policies and Procedures. Independent Directors make a periodical visit to plants to keep themselves abreast of the plant operations. Respective Plant Heads interact with the Independent Directors and explain to them about the various processes and operations.

FORMAL ANNUAL EVALUATION OF THE BOARD

The Board evaluated its own performance and that of its Committees and Directors in terms of : Measured and appropriate contribution by the Directors to the discussions on the Agenda Items, s Each Director exercising the responsibilities in a bonafide manner.- Understanding of the Company's business, strategic plans and other key issues.

s Special Skills and expertise of each Director contributing to the Board's overall effectiveness. s Respecting the confidentiality of the Company's business information and Board's deliberations. s Satisfactory attendance and active participation of each Director at the meetings of the Board and Committee.

The Board members were of the opinion that the Board as a whole and the Directors have performed effectively as per the terms of the above parameters. The respective Committee performed as per its terms of reference.

VIGIL MECHANISM:

As a part of Vigil Mechanism, a Whistle Blower Policy has been established and approved by the Board. This Policy envisages reporting of wrongdoing or un-ethical activities observed by Employees at any level directly to the Chairman of the Audit Committee or to the Chairman & Managing Director. The matter whenever reported is investigated and if the wrong doer is found guilty, disciplinary action will be initiated depending upon the materiality of the un-ethical doings. During the year under report there has been no instances which required reporting.

NOMINATION AND REMUNERATION COMMITTEE:

As required by the Provisions of the Companies Act, 2013 and Listing Agreement, a Nomination and Remuneration Committee comprising of Independent Directors Sri V.S. Raju (Chairman), Sri P.A. Chowdary and Dr. Manjulata was constituted by the Board.

This Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy which has been approved by the Board. This Nomination & Remuneration Policy has laid down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in the industry. Appointment of Managing Director / Whole-time Director / KMP and Functional Heads are placed before Nomination and Remuneration Committee for its consideration and recommendation to the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required by the Provisions of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Company with Sri P.Narendranath Chowdary, Managing Director Chairman of the Committee, Sri Mullapudi Thimmaraja, Joint Managing Director and Sri V.S. Raju, Independent Director are Members of the Committee. This Committee has formulated a CSR Policy which has been approved by the Board. This Policy envisages CSR Activities to be taken up, amount of expenditure to be incurred and monitoring of CSR Activities from time to time.

This Policy aims to achieve the CSR objectives by undertaking one or more of the activities to be in alignment with Schedule VII of the Companies Act, 2013 either on own or through any Trust / Society or any other recognized Agency.

As per the provisions of Section 135(5) of the Companies Act, 2013, company should spend in every Financial Year at least 2% of the average net profits of the company made during the three immediately preceding Financial Years. In pursuance of its Corporate Social Responsibility Policy, the company gives preference to the local area and areas around it, where it operates or any other permissible location for spending the amount earmarked for Corporate Social Responsibility activities.

Accordingly, for achieving its CSR objectives through implementation of meaningful and sustainable CSR programmes, your Company allocates at least 2% of its average Net Profits calculated as per Section 198 of the Companies Act, 2013, as its Annual CSR Budget in each Financial Year.

From the Annual CSR Budget allocation, a provision is made towards the expenditure to be incurred on identified areas, for undertaking CSR activities on a year to year basis.

Allocation of the Annual Budget for CSR activities in any given year would be as per the provisions of the Companies Act, 2013 and rules made thereunder as amended from time to time. Any unspent / unutilised CSR allocation of a particular year, will be carried forward to the next year, i.e., the CSR budget will be non-lapsable in nature.

As required by Rule 8 of the Companies (CSR Policy) Rules, 2013, a Report on CSR Activities and the amount of expenditure incurred are annexured to this Report.

Risk Management Committee

As per the provisions of Regulation 21 (5) of SEBI (LODR) Regulations, 2015 the Top 1000 Listed Companies are required to constitute a Risk Management Committee. Accordingly a Risk Management Committee was constituted on 30.06.2021.

The following Directors are Members of the said Committee:

Covid-19:

As stated in the previous annual report, in view of permission granted to our Company by the District Collector due to inclusion of our products under essential commodities list for containment of COVID-19 there is no direct material impact of lockdown to our Company. Restrictions imposed by the State Government in view of second wave of COVID-19 also not impacted our Company as it is a continuous production generation unit. Hence, specifically exempted from lockdown restrictions.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the Provisions of Section 186 of the Companies Act, 2013 with regard to Loans, Guarantees or Investments, the details of which, as applicable are provided in the Notes to Balance Sheet.

CREDIT RATING:

During the year, the Credit Rating Agency ICRA. has re-affirmed the credit rating for various facilities as detailed hereunder.

RISK MANAGEMENT POLICY / COMMITTEE:

The company has framed a Risk Management Policy which envisages the following l Identification of areas of Risk l Assessing the impact of Risks l Steps taken to mitigate the Risk

The Major Segments of operations of the Company are Sugar and Chlor Alkali. The major aspects of concern for the Sugar Sector are:

1) Lack of Harvesting Labour

2) Power to operate the irrigation requirements

3) Proper Cane Varieties that give good Cane and Sugar yield that are suitable for mechanical harvesting.

To get around the 1st aspect, the Company has embarked upon locating the right Cane Harvester suited to our Grower Farm sizes. The 2nd aspect is being taken care of by setting up a Solar Powered Pumping System at our R & D Farm so that our Growers could ultimately be provided the right guidance in this aspect. The 3rd aspect is being met by the Cane Breeding Programme undertaken by the Company.

Chlor Alkali segment is power intensive where Power constitute a major input cost. Restricted power supply and increased power cost have become a cause of concern. To mitigate this impact, a Solar Power Plant has been commissioned at Kovvur. At Saggonda a 33 MW Coal Based Power Plant has been commissioned. This would improve the power availability to the Chemical Plants at Saggonda.

INDUSTRIAL RELATIONS:

The relations with employees continue to be cordial and harmonious during the year under report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act.) An Internal Compliance Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this Policy. As on the date of this report, there were no complaints received by the ICC.

SAFETY, HEALTH AND ENVIRONMENT:

Safety, Occupational Health and Environment Protection continue to be accorded high priority.

ANNUAL RETURN:

As required by Section 92 of the Companies Act, 2013 and relevant rules, copy of Annual Return in MGT-7 is placed on the Company's website. You can find the same on www.theandhrasugars.com

RELATED PARTY TRANSACTIONS:

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDIT REPORT:

As required by Provisions of Companies Act, 2013, Secretarial Audit Report as provided by Nekkanti S R V V Satyanarayana & Co., Hyderabad, Company Secretaries in practice is annexured to this Report. The observation made by them with regard to the Appointment of Company Secretary & Compliance Officer has been complied with by appointing Sri P.V.S. Viswanadha Kumar, General Manager (Finance) & Addl. Secretary as Company Secretary & Compliance Officer with effect from 30.06.2021.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of the Companies Act, 2013, read with the relevant Rules made thereunder, regarding employees is annexed as Annexure "A" forming part of this Report.

RATIO OF REMUNERATION OF EACH DIRECTOR:

Details of ratio of Remuneration of each Director to the median employee's remuneration is enclosed.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134 of the Companies Act, 2013 read with relevant rules is given in Annexure "B" forming part of this Report.

FIXED DEPOSITS:

As required by the Companies Act, 2013 the details of Fixed Deposits as on 31.3.2021 is given hereunder.

TRANSFERS TO I.E.P.F:

During the year 6818 no.of shares of 45 shareholders have been transfered to I.E.P.F. Authority.Unclaimed dividend amounting to Rs. 14,68,968/- of 1016 shareholders for the year 2012-13 has been transferred to I.E.P.F. Account. Further Unclaimed Fixed Deposit Amount of Rs. 10,000/- for one Deposit holder and Unclaimed Interest of Rs. 6528/- on Fixed Deposits of 19 depositholders has been transferred to IEPF Authority during the year.

Fixed D

CONSOLIDATED ACCOUNTS:

In accordance with the Accounting standards, consolidated financial statements of the Company and its Subsidiaries form part of the Report and Accounts. These consolidated statements have been prepared on the basis of Audited Results received from the Subsidiary Companies as approved by their respective Boards.

The Accounts of the Subsidiary Companies for the year 2020-21 have not been attached to the Company's Accounts. However, Shareholders desirous of obtaining the Annual Accounts of the Subsidiaries may obtain them upon request. The Annual Report and the Accounts of the Subsidiary Companies will be kept for inspection at the Company's Registered Office as well as at the offices of our Subsidiary Companies.

SUBSIDIARIES AND ASSOCIATE: JOCIL LIMITED:

For the Financial Year ending 31.3.2021 your subsidiary Company, JOCIL Ltd., posted a profit of Rs.1542.87 lakhs (before taxation) against Rs. 1764.82 lakhs (before taxation) last year. The Board of Directors of this Company has recommended a Dividend of Rs.3/- per Share to Shareholders for the Financial Year 2020-2021.

THE ANDHRA FARM CHEMICALS CORPORATION LIMITED:

The Company earned a profit of Rs.37.20 lakhs against the loss of Rs.1.03 lakhs last year.

HINDUSTAN ALLIED CHEMICALS LIMITED:

Directors are on the look out for the suitable projects to be taken.

THE ANDHRA PETROCHEMICALS LIMITED:

The Company achieved sales of Rs.56606.74 lakhs against Rs. 45593.27 lakhs last year and earned profit (before Tax) of Rs. 11794.48 lakhs against Rs. 2148.34 lakhs last year. The Board of Directors of this Company has recommended a Dividend of Rs.1.50/- per Share to Shareholders for the Financial Year 2020-2021.

INTERNAL CONTROL SYSTEM:

Your Company conducts a periodical review of the financial and operating controls of the various Units. The Internal Control System of your Company is commensurate with its size and nature of business. The Board has also laid down a policy on Internal Financial Control as required by the provisions of the Companies Act, 2013. The same has been posted on Company's Website www.theandhrasugars.com

LISTING ON STOCK EXCHANGE:

Company's Equity Shares are listed on National Stock Exchange and Annual Listing Fee for the Financial Year 2021-22 has been paid.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by the State & Central Government authorities, Banks, Farmers and all the concerned associated with the Company in its Business process. They also express their appreciation to the employees at all levels for the successful working of the Company.

REPORT ON CORPORATE GOVERNANCE

A) MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

The Andhra Sugars Ltd. (ASL) always believes that good Corporate Governance ensures proper and adequate protection of the interests of all the stakeholders in the Company. ASL affirm that healthy Corporate Governance leads to the operations and actions which serve the underlying goal of continuously enhancing the value that the Company can create for the stakeholders including Shareholders, Employees, Customers, Suppliers, Lenders, Government and other parties having association with ASL.

2. BOARD OF DIRECTORS a) As on 31.3.2021, the Board of Directors consisted of 9 Directors.

COMPOSITION AND CATEGORY OF DIRECTORS IS AS FOLLOWS:

Inter-se Relationship among Directors

Sri P. Narendranath Chowdary & Sri P. Achuta Ramayya - Brothers Sri Mullapudi Narendranath & Sri Mullapudi Thimmaraja - Brothers b) Non-Executive Director remuneration : Please refer Point No.5(f) c) Attendance of each Director at the Board Meetings, last Annual General Meeting and number of other Directorships and Chairmanship / Membership of Committee of each Director in various Companies:

Sri V.S. Raju, Member of the Audit Committee, was present at the last Annual General Meeting to answer the queries of the Shareholders. l *Represents Membership / Chairmanship of Audit Committee & Stakeholders Relationship Committee of other Public Limited Companies. l Names of listed entities where the person is a Director and Category of Directorship

A certificate from Nekkanti S R V V SATYNARAYANA & CO., Company Secretaries, Hyderabad, has been received stating that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Companies for the Financial Year ended on March 31, 2021 by Securities and Exchange Board of India (SEBI) or Ministry of Corporate Affairs (MCA) or any such Statutory Authority. The same form part of this Report.

d) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2020-21 AND THE DATES ON WHICH HELD

Information given to the Board:

The Company provides the information as set out in Regulation 17(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the Board and Board Committees to the extent it is applicable and relevant. Such information is submitted either as part of agenda papers in advance of the meeting or by way of presentations and disclosures during the meeting.

Post Meeting Mechanism:

The Important decisions taken at the Board / Board Committee Meetings are communicated to the concerned departments.

Familiarisation Programme for Directors:

Whenever a new Director is appointed, the said Director is apprised in detail the compliance required under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant Regulations and his / her affirmation is taken with respect to the same. The Managing Director also familiarises him / her with the Company's Operations. The details of the familiarisation programmes undertaken by the Company are provided in the website of the Company at the weblink: www.theandhrasugars.com

Independent Directors:

The Non-Executive Independent Directors fulfil the conditions of the independence specified in Section 149(6) of the Companies Act, 2013 and the Rules made thereunder and meet with requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A formal letter of appointment as provided in the Companies Act, 2013 and the Regulations has been issued to each Independent Director and placed on the website of the Company. These appointment letters can be accessed at the weblink: www.theandhrasugars.com

Orientation Programme to Independent Directors is organised at the Plant premises to familiarise them about the Plant Operations of the Company. All the Directors participated in the Programme and acquainted themselves with the entire Operations of the Company.

Chart or a matrix setting out the skills / expertise / competence of the Board of Directors specifying the following:

Skills Identified , area(s) of core experience of the members of the Board

3. CODE OF CONDUCT:

The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Managers of the Company. As required by the Listing Regulations the Code of Conduct for Directors has been suitably amended to include the duties of Independent Directors. The said Code has been communicated to the Directors and the Senior Managers from whom the necessary affirmation has been received with regard to the compliance of Code. A Declaration in this regard by the Managing Director is furnished at the end of the Report. The Code has also been posted on the Company's website - www.theandhrasugars.com

4. AUDIT COMMITTEE

a) A qualified and Independent Audit Committee, meeting the requirements as stipulated in the Regulation 18 of SEBI (LODR) Regulations, 2015 has been constituted. Audit Committee consists of 4 Members i.e., 3 Non-Executive Independent Directors Dr. P. Kotaiah, Sri V.S. Raju and Sri P. A. Chowdary and 1 Executive Non Independent Director Sri P. Achuta Ramayya (w.e.f. 10.11.2020). Dr. P. Kotaiah is Chairman of the Committee. All the Members of the Committee are financially literate and have Accounting or related Financial Management experience.

b) The terms of reference of the Audit Committee as detailed hereunder are in terms of Regulation 18 of the Listing Agreement: i) Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. ii) Recommending to the Board the appointment, re-appointment and if required the replacement or removal of the Statutory Auditor and fixation of audit fees. iii) Approval of payment to the Statutory Auditors for any other services rendered by them. iv) Review with the management the annual financial statements and auditor's report thereon before submission to the Board for approval with particular reference to : a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report b) Changes, if any, in the accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on exercise of judgement by management d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any Related Party Transaction. g) Modified Opinion(s) in the draft Audit Report.

v) Review with the management, the quarterly financial statements before submission to the Board for approval. vi) Review with the Management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems. vii) Review the adequacy of internal audit function if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. viii) Discussions with the Internal Auditors of any significant findings and follow up thereon. ix) Review the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. x) Discussions with the Statutory Auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. xi) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. xii) To review the functioning of the Whistle Blower mechanism. xiii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee also reviews the following information as and when required. a. Management Discussion and Analysis of Financial condition and results of operations; b. Statement of Significant Related Party Transactions (as defined by the Audit Committee) c. Management Letters / Letters of Internal Control Weakness issued by the Statutory Auditors; d. Internal Audit Reports relating to Internal Control Weaknesses e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

c) AUDIT COMMITTEE MEETINGS HELD DURING THE FINANCIAL YEAR 2020 -21 AND ATTENDING OF

DIRECTORS

G.M.(Fin) & Addl. Secretary, Statutory Auditors, Addl. G.M. (Fin.) - Internal Audit and Cost Auditors whenever required also attended the Audit Committee Meetings to answer the queries raised by the Committee Members.

Late Sri M. Palachandra was acted as Secretary to the Committee upto 7.9.2020 after that Sri P. V. S. Viswanadha Kumar, G.M.(Fin) & Addl. Secretary acts as Secretary to the Committee.

d) The Audit Committee considers periodically statement of Related Party Transactions at its meeting.

5. NOMINATION AND REMUNERATION COMMITTEE

a) A Nomination and Remuneration Committee meeting the requirements as stipulated in the Regulation 19 of the Listing Regulations has been constituted. Nomination and Remuneration Committee consists of 3 Non-Executive Independent Directors Sri V.S. Raju, Sri P.A. Chowdary and Dr. D. Manjulata.

Sri V.S. Raju is Chairman of the Committee.

b) The Company does not remunerate nor the Company has any pecuniary relationship with the non-Executive Directors except for the payment of sitting fees for attending each Meeting of the Board or Committee thereof.

c) The terms of reference of the Nomination and Remuneration Committee as detailed hereunder are in terms of Regulation 19 of the Listing Agreement:

v Identify persons who are qualified to be Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal

v Carry out evaluation of every Director's performance

v Formulate the criteria for determining qualifications, positive attributes and independence of a Director and

v Recommend to the Board a Policy relating to the remuneration of the Directors, Key Managerial Personnel (KMP) and employees one level below the KMP.

While formulating the said Policy the Committee should ensure that

v 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.

v Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and v Remuneration to Directors, Key Managerial Personnel and employees one level below the KMP 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.

d) Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of working of its Committees.

The performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed its satisfaction over its own performance, performance of its Committees and all the Directors individually.

The criteria for nomination of Directors, KMP, Senior Management Personnel and their remuneration including criteria for promotion is described in Nomination and Remuneration Policy of the Company which can be accessed at the weblink: www.theandhrasugars.com.

e) NOMINATION AND REMUNERATION COMMITTEE MEETINGS HELD DURING THE FINANCIAL

YEAR 2020-21 AND ATTENDENCE OF DIRECTORS.

f) Details of the remuneration paid / payable to the Directors during the year 2020-21 are as hereunder:-

Remuneration is fixed and paid to the Managing Directors / Whole-time Directors as approved by the Shareholders of the Company and is in accordance with and subject to the limits prescribed by the Companies Act, 2013. The Company enters into an agreement with the Managing Directors / Whole-time Directors relating to their appointment / re-appointment. There is no severance fee.

6. Corporate Social Responsibility (CSR) Committee:

Pursuant to Section 135 of the Companies Act, 2013 and the Companies (CSR Rules), 2014, CSR Committee was constituted on 27.7.2014. Presently, it comprises three Directors viz., Sri P. Narendranath Chowdary, Chairman & Managing Director, is the Chairman of the Committee and Sri Mullapudi Thimmaraja Executive and Non-Independent Director and Sri V S Raju, Independent Director, are the members of the Committee.

The terms of reference of the CSR Committee broadly comprises:

F To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and Rules made thereunder

F To recommend the amount of expenditure to be incurred on the CSR activities

F To monitor the implementation of the CSR Policy of the Company from time to time

Meeting and attendance:

The Company formulated CSR Policy which is uploaded on the website of the Company (weblink: www.theandhrasugars.com)

7. Independent Directors Meeting:

The Independent Directors met on 13th March, 2021, inter alia, to discuss:

v Evaluation of performance of Non-Independent Directors and the Board as a whole.

v Evaluation of performance of the Chairman of the Company, taking into account the view of the Executive and Non-Executive Directors

Evaluation of the Quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. Details of Familiarisation Programme for Independent Directors is placed at weblink: www.theandhrasugars.com

8. SUBSIDIARIES :

a) The Company does not have any material non-listed Indian subsidiary as defined in Regulation 24 of the Listing Regulations regarding Corporate Governance.

b) Company has two Unlisted Subsidiary Companies.

c) Minutes of the Board Meeting of the Unlisted Subsidiary Companies are placed before the Board Meeting of the Holding Company.

9. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS:

As on 31.03.2021 Dr. D. Manjulata holds 21,500 Equity Shares in the Company. No other Non-Executive Director holds any Equity Shares in the Company. During the year 2020-21 Company has not issued any convertible instruments.

10. MANAGEMENT a) Management Discussion and Analysis forms the part of Annual Report. b) Disclosure by the Management to the Board : Please refer Point No. 14

11. CEO / CFO CERTIFICATION

In accordance with the requirements of Regulation 33 (2) of the Listing Regulations the Board of Directors of the Company, Audit Committee and Auditors have been furnished with the requisite certificate from the Managing Director and CFO.

12. STAKEHOLDERS' RELATIONSHIP COMMITTEE

a) The Board has constituted Stakeholders' Relationship Committee comprising Sri P.A. Chowdary, (Chairman of the Committee - Non-Executive & Independent Director), Sri P. Narendranath Chowdary Chairman and Managing Director of the Company and Sri Mullapudi Thimmaraja Executive and Non-Independent Director as Members of the Committee. The Committee looks into redressal of the Stakeholders' complaints like Transfer of Shares, non-receipt of Annual Report, non-receipt of declared Dividend and other related matters.

b) During the year 2020-21, one Committee Meeting was held on 13-02-2021. The Company received a total number of 9 letters in respect of various matters viz., non-receipt / revalidation of dividend warrants, change of address, change of Bank account etc., and all of them were attended to and replied to the satisfaction of the Shareholders. As on 31.3.2021, there were no pending complaints.

c) ATTENDANCE OF DIRECTORS AT THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE FINANCIAL YEAR 2020-21.

13. ANNUAL GENERAL MEETINGS

a) PARTICULARS OF ANNUAL GENERAL MEETINGS HELD DURING THE LAST THREE YEARS.

At the last Annual General Meeting, there were no Special Resolutions that were required to be put through postal ballot.

At the ensuing Annual General Meeting there is no Resolution proposed to be passed through postal ballot.

b) SPECIAL RESOLUTIONS PASSED AT THE LAST THREE ANNUAL GENERAL MEETINGS:

14. OTHER DISCLOSURES

i. There is no materially significant pecuniary or business transaction of the Company with its Promoters, Directors or the Management, their Subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large.

The Company enters into contracts from time to time with its Directors and Companies or Firms in which the Directors are interested. These contracts are in the ordinary course of Company's business and the concerned Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest. Full particulars of contracts entered into with the parties in which Directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed at every Board Meeting for the information of the Directors.

ii. There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authorities, on any matter related to Capital Markets during the last three years.

iii. Company has a Whistle Blower Policy.

iv. Details regarding Non-Mandatory requirements are enumerated under Point No. 16.

Affirmations and Disclosures:

i) Compliance with governance frame work:

The Company has complied with the applicable mandatory requirements specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii) Related Party Transactions:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year were in the ordinary course of business and on arm's length basis and do not attract the provisions of the Section 188 of the Companies Act, 2013. There were no materially significant transactions with the Related Parties during the Financial Year. Related Party Transactions have been disclosed under the Note No.42 of the Financial Statements in accordance with Ind AS-24. A statement in summary form of transactions with Related Parties in the ordinary course of business and on arm's length basis, is periodically placed before the Audit Committee for review and recommendation to the Board.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company formulated a Policy for dealing with Related Party Transactions. The Policy is available on the website of the Company (weblink: www.theandhrasugars.com)

None of the transactions with Related Parties is in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm's length basis or at fair value.

iii) Details of Non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three years:

No penalties or strictures were imposed on the Company for non-compliance by Stock Exchange / SEBI or any authority on any matter related to Capital Markets during the last 3 years.

iv) Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases.

v) Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant Accounting Policies which are consistently applied are set out in the Notes to the Financial Statements.

vi) Risk Management:

Board periodically reviews the compliance of all laws, regulations and various risks affecting the Company. Various Risk Management Systems adopted to mitigate the risks are also reviewed by the Board. Risk Management Policy approved by the Board can be accessed at the weblink: www.theandhrasugars.com

vii) M/s. K.S.Rao & Co., Chartered Accountants are the Statutory Auditor of the Company. Total fees paid for the year ended 31.03.2021 by the Company and its subsidiaries, on a consolidated basis to the Statutory Auditors including all entities in their network firm/entity of which they are a part is given below:

15. MEANS OF COMMUNICATION i. Quarterly Results were not sent to each household of shareholders, since they are being published in leading news papers. ii. Quarterly, Half-Yearly and Annual Results are published in "The Hindu Business Line" and "Eenadu". iii. The Company displays its periodical results on the Company's Website, "www.theandhrasugars.com" as required by the Listing Regulations. iv. Company has not issued any press release nor made any presentations to the investors or to analysts about its financial results during the year.

v. General Shareholder Information

(xi) (a) Shareholding pattern as on 31st March, 2021

(b) Distribution of Shareholding as on 31st March, 2021

(xii) Dematerialisation of Equity Shares and liquidity:

The ISIN No. is INE715B01013. As on 31.3.2021, 53.89% of Equity Shares have been dematerialised.

(xiii) Outstanding GDRs / ADRs / Warrants of any other Convertible Instruments, Conversion date and

16. NON-MANDATORY / DISCRETIONARY REQUIREMENTS:

Mandatory requirements of the Listing Agreement have been complied with by the Company. Adoption of non-mandatory / Discretionary requirements under Regulations 27(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations as hereunder:

1. The Board

The Company has an Executive Chairman.

2. Shareholders Rights

The Quarterly and Half-Yearly Results are published in leading English Newspapers having circulation all over India and also in Telugu Newspapers circulating in the District and are also posted on the Company's website and therefore the same are not sent to the Shareholders individually.

3. Audit Qualification

There are no qualifications proposed by the Statutory Auditors in their Report for the year ending 31st March, 2021 as per the information received from them.

17. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

As provided under Regulation 34(3) and para D of Schedule V to SEBI (Listing Obligations and Disclosure Requirments) Regulations, 2015, all the Board Members and Senior Management Personnel have affirmed the compliance with The Andhra Sugars Limited Code of Conduct for the Board of Directors and Senior Management Personnel as applicable, for the year ended 31st March, 2021.