for the year ended 31st March 2022

Your Directors have the pleasure of presenting their report as a part of the 46thAnnual Report along with the Audited Accounts of the Company for the year ended 31stMarch 2022.

Financial results

The financial results of the Company are summarised below:

Dividend and its Distribution Policy

In terms of the Dividend Distribution Policy of the Company the Board of Directors ofthe Company had declared an interim dividend of 250% (i.e. H2.50 per share on EquityShares of the face value of H1/- each) for the Financial Year ended 31st March 2022.Total outgo on the interim dividend was H5101.00 Lakhs. The said Policy is available onthe website of the Company at the following web-link:https://chini.com/sustainability/governance/policies/ The Board has not proposed any finaldividend for the Financial Year ended 31st March 2022 and accordingly the interimdividend paid during the year shall be treated as final dividend.

Reserves and surplus

The Company has transferred an amount of H20000.00 Lakhs to the General Reserve.

Operations

The operational data of the Company for the last two sugar seasons and Financial Yearsare as under:

* Net of sugar loss due to diversion of sugarcane towards B-heavy molasses

Industry scenario and outlook

India began the sugar season 2021-22 (October to September) with an opening inventoryof around 8.2 MMT (Metric Million Tonnes). Sugar production for the current season isestimated at 35.5 MMT around 4.3 MMT higher than the previous season’s production of31.2 MMT. Current year’s production estimate is net of sugar sacri_ce of around 3.4MMT towards Ethanol. We are going to witness historic records as far as production sugardiversion into Ethanol diversion Exports and domestic consumptions are concerned.

Maharashtra Uttar Pradesh (UP) and Karnataka as usual remains the three largest sugarproducing states and are expected to produce ~13.8 MMT 10.2 MMT and 6.1 MMT of sugar inthe ongoing season in comparison to the previous season’s production of 10.6 MMT11.1 MMT and 4.5 MMT respectively. The reasons for higher production in Maharashtra is dueto increase in acreage and significant increase in yield at the farm level thanks toabundant water availability across the Deccan plateau.

The reasons for lower production in UP are varied: larger diversion of sugarcane toethanol via the B-heavy molasses/sugarcane juice route lower yields owing to weatherconditions and effect of red rot disease in certain pockets.

In Karnataka likewise Maharashtra higher acreage and yield led to higher production.

The domestic demand for sugar is expected to be around 27.8 MMT as compared to 26.6 MMTin the previous season. The demand of 27.8 MMT will be a new record for the Indian sugarindustry.

Sugar exports in the current season is expected to reach ~9.2 MMT as compared to ~7.2MMT in previous season. This is the most interesting and important phenomena of the SugarSeason 21-22 as the quantum of export from India is not only the highest ever in thehistory of Indian sugar industry but also it has been achieved without any financialsupport from the Government of India.

There are certain reasons for this historic exports such as:

• The weak Brazilian sugar crushing season for the previous year

• War between Russia and Ukraine raised the crude oil as well as gasoline pricesresulting in to substantial rise of Ethanol Parity price and increased diversion towardsethanol.

This consequently resulted in increase in global sugar prices as well. Industry seizedthe opportunity to export more sugar. As a result the carry forward stock of sugar in thecountry as on 30th September 2022 is expected to be around 6.7 MMT or around 3 months ofconsumption.

Domestic sugar prices for UP based millers ranged between H32.50 and H37.50 per kgthrough the course of the year.

The Government continued with most of the policies related to sugar and ethanol thathad been announced in the previous years with the objective to support sugar realisationsand to ensure that farmers are paid on time.

The following policies were sustained:

• Fair & Remunerative Price (FRP) of sugarcane for the sugar season 2021-22was revised to H290 per quintal from H285 per quintal in the previous season (linked to abasic recovery of 10%).

• State Advised Price (SAP) of sugarcane for the state of Uttar Pradesh for thesugar season 2021-22 was increased to H350 per quintal from H325 per quintal in theprevious season (for early maturing variety of sugarcane).

• The pricing methodology for ethanol remained unchanged. Ethanol prices areannounced annually by the Central Government based on a formula which factors the priceof sugar and FRP of sugarcane to calculate ethanol procurement prices. Ethanol prices aredelinked from crude or petrol prices. Ethanol prices for the supply period from December2021 to November 2022 were increased to H63.45 H59.08 and H46.66 per BL for ethanolproduced from direct cane juice/sugar syrup B-heavy molasses and C-heavy molassesrespectively compared to H62.65 H57.61 and H45.69 per BL in the previous period.

• Along with MSP stock holding limits on mills in the form of maximum monthlysale quotas continued.

• The Oil marketing companies announced differential and attractive prices forethanol produced from damaged/surplus food grains.

• Soft loans are encouraged through banks for commissioning new distillerycapacities or augmentation of existing capacities which could facilitate higher ethanolproduction and reduce the sugar surplus through the diversion of B-heavy molasses anddirect cane juice/sugar syrup away from sugar to ethanol as well as for production ofEthanol from damaged/surplus foodgrains.

• Duty structure on export and import of sugar remained same as per last year.

• A lower GST of 5% on ethanol.

It indeed is a fact that the Government remained cognizant of the health of the sugarsector and all its policy interventions were supportive some measures are of importanceto enable the industry to become self-sufficient.

• Increase the Minimum Selling Price (MSP) of sugar (which is a part of policy) toH36 per kg to cover all India average production cost of sugar. A proposal to raise MSPhas been pending for approval at the Cabinet level.

• The blending proportion of ethanol for the supply year beginning from December2022 needs to be increased towards 13% as an interim measure before industry becomescapable of supplying ethanol in larger quantities to address the 20% blending requirementby 2025.

• In order to achieve this 20% blending targets as well as to address thesituation created by ever increasing sugar production as an incentive the price ofethanol via B-Heavy molasses route as well as through direct cane juice/syrup routes needto be bought at an attractive level.

The Department of Food & Public Distribution Government of India sometime agoconstituted a working committee comprising of members from Ministry of Food & PublicDistribution Agriculture & Farmer Welfare Petroleum & Natural Gas along withrepresentative from MSME Niti Ayog NSI VSI trade associations among others to lookinto the aspect of sugar cane price rationalisation and other matters to present along-term sustainable solution for the entire sugar eco-system after due consultation.Further action in respect of the same needs to be undertaken on a priority basis.

Global scenario

The Global sugar year 2021-22 kick started with two fundamentals questions ;the firstone was how low CS Brazil production would go down for the 2021-22 sugar year and theother one was how big would be the Indian exports without any Government subsidy support.

Finally as the Brazilian session ended it was found that CS Brazil had managed to endup with almost 32 Million tons of sugar much lower than the previous year however it wasnot as low as many trade/research houses estimated. The Indian exports however hasindeed made a historic record which is already well elaborated in the previous sections.

Meanwhile the 2021-22 Thailand Crushing session also ended up recently and it hadrecovered significantly from its 2020-21 poor performance and produced 10.21 MMT sugar forthe 2021-22 crop year.

Europe including UK did not provide any surprise and it is expected to produce almost17.5 MMT sugar however Chinese production had a worse performance and it is most likelythat the final number of Chinese domestic production to end up around 9.7 MMT almost aMillion ton lower than the previous year. The global sugar consumption trend is hinting anorthward spike on account of the reduction in Covid cases across the globe. Also theongoing Ukrainian War is forcing most of the countries to stock up their essentialcommodities (which includes Sugar also) in order to address the domestic food inflationarypressures and shortages.

As we are aware that the global geopolitical tensions are raising the Oil prices muchabove 100 dollars mark and this is forcing most of the energy importing nations to switchtowards more ethanol/ other renewable consumptions. This has invariably brought sometailwinds for sugar sectors. Moreover the lower acreage in relation to US Corn plantationis also another supportive thing for sugar price as this leads to more and more Brazilianmillers switch towards ethanol production than Sugar from their current year sucrosecontents. On account of climatic abnormality the agricultural yield may remain weak inthis year. Also there are news that Brazilian sugar Mix may go down substantially in2022-23 sugar session on account of higher ethanol demand. Moreover any increase ingasoline prices by Petrobas will eventually raise the Ethanol parity price further and actbullish for Sugar prices. The production from Indian sub continents including Thailandhowever will see a spike in next crushing session. Also Indian production may not seemuch downside from the current year production numbers in spite of much higher diversionstowards ethanol.

So it is expected that the forthcoming sugar session will have lower production fromBrazil whereas the same could be compensated by India and Thailand. However higherconsumption trend shows that the market will be evenly balanced with a minor surplus of 2Million tons.

We strongly believe that the global sugar price will not have any negative surprise innear to intermediate term rather on account of a higher consumption due to declining Covidrestrictions and higher Oil prices it may see some strength in terms of price actions andcould hover at current 19-20 c/lb with a bias for further upside above 20.50 c/lb even.Overall the sugar sector across the globe will continue to have tailwinds in days ahead.

BCML’s performance during FY 2021-22

Revenues earned from operations during the year stood at H484602.68 lakhs as comparedto H481165.70 lakhs for the previous year an increase of meager 0.71%. Revenues werestable on account of higher realisations despite lower sugar volumes. The distillerysegment delivered robust performance. The Company no longer sees cogeneration as aseparate segment. The Company earned a total comprehensive income of H51103.98 lakhsduring the year ended 31st March 2022 as compared to H46921.51 lakhs in the previousyear.

Sugar

During the Financial Year ended 31st March 2022 sugarcane crushing stood at 885.42lakhs quintals as compared to 1032.61 lakhs quintals in previous year a decrease of14.25% over previous year. This was on account of weather related issues and effect ofprevious years red rot disease which led to lower availability of cane. Sugar recovery forthe year stood at 10.27% as compared to 10.63% in previous year due to weather relatedissues. During the Financial Year 2021-22 the Company has diverted 613.41 lakhs quintals(69.3%) of sugarcane for producing B-heavy molasses as compared to 675.56 lakhs quintals(65.4%) in previous year owing to which sugar recovery was lower. In the process theCompany sacri_ced 11.32 lakhs quintals of sugar as compared to 11.73 Lakhs quintals inprevious Financial Year. Had there been no diversion sugar recovery for the year wouldhave been 11.55% as compared to 11.77% in previous year. The Company is working hard atthe ground level with the farmers and societies towards varietal re-balancing anddeveloping new varieties which can be beneficial for both the farmers and millers.Necessary steps are also being taken to educate the farmers on modern agriculturalpractices. During the year the Company sold 102.63 lakhs quintals of sugar as compared to113.26 lakhs quintals in previous year. Sales for the current year include 5.40 lakhsquintals for exports as compared to 5.58 lakhs quintals in previous year. Domestic sugarrealization for the year stood at H34.79 per kg as compared to H32.37 per kg in previousyear. Blended sugar realisation (Domestic along with export) stood at H34.71 per kg ascompared to H32.01 per kg in previous year.

Sugar inventory as on 31st March 2022 stood at 52.44 lakhs quintals valued at ~H34.22per kg as compared to 64.40 lakhs quintals valued at ~H31.28 per kg in previous year.

Distillery

The Company ‘s distillery segment produced 1631.05 lakhs BL of industrial alcoholduring the year as compared to 1705.64 lakhs BL during the previous year. Lower productionwas attributable to lower cane availability which in turn led to lower molasses fordistillation. During the year the Company expanded the distillery capacity at Gularia from160 KLPD to 200 KLPD. In addition the Company was able to run its distilleries at optimumcapacity owing to zero liquid discharge status at all its distilleries. In its endeavor toproduce ethanol from B-heavy molasses route by diverting more cane for the same theCompany produced 1329.54 lakhs BL of Ethanol out of B-heavy molasses during the year ascompared to 1017.73 lakhs BL in previous year.

Ethanol sales during the year produced from B-heavy molasses stood at 1459.48 lakhs BLat an average realisation of H58.13 per BL as compared to 958.54 lakhs BL at an averagerealisation of H55.53 per BL in previous year. Ethanol sales from molasses produced fromC-heavy route stood at 109.98 lakhs BL at an average realisation of H45.96 per BL ascompared to 494.50 lakhs BL at an average realisation of H43.92 per BL in previous year.Ethanol sales from molasses produced from C-heavy route was lower in the current year asthe Company chose to produce and sale Ethanol produced from B-heavy molasses route with anintent to sacri_ce higher quantity of sugar. Blended realisation for total industrialalcohol (including ENA) sales stood at H53.38 per BL as compared to H48.35 per BL inprevious year.

Cogeneration

Company no longer sees cogeneration as a separate segment. Cogen/incineration divisionshave been merged with sugar/ distillery based on their operational matrix. This was doneas the basic purpose of these were to meet the captive requirements and the surplus powergenerated was exported to the state electricity grid.

From an operational perspective power generated during the year stood at 7271.56 lakhsunits as compared to 8065.31 lakhs units in previous year a decrease of 9.8% as theCompany decided to sell more bagasse outside than to use it to generate power in view oflowering of power tari_ by UPERC. Power exported to Uttar Pradesh Power CorporationLimited stood at 3493.25 lakhs units as against 4262.54 lakhs units in previous year adecrease of 18.1%. Average realisation for the year stood at H3.30 per unit as compared toH3.17 per unit in previous year. The matter of reduction in tari_ by UPERC is underlitigation and is pending at Hon’ble High Court Allahabad.

Others

The Company also manufactures Granular Potash Fertilizer Bio- Zyme and Bio-Pesticidesfor the healthy and salubrious growth of sugarcane and also provide soil health cards tothe farmers by analysing the soil samples of the farmers. It produces mainly threeproducts namely Granular Potash Jaiv-Shakti and Paudh-Shakti. These products providestrength to sustain under the draught conditions increases metabolism and rootdevelopment. The Company sells these products to farmers at subsidised rates and to theIndian fertilizer giant India Farmers Fertilizer Cooperative Limited (IFFCO). Revenuesduring the year stood at H1944.99 lakhs as compared to H2179.34 lakhs in previous year.

A detailed analysis of the Company’s operations expectations and businessenvironment has been provided in the Management Discussion and Analysis section whichforms a part of this Report.

Subsidiary and Associate Companies

As on 31st March 2022 the Company has one Associate Company namely Auxilo FinservePrivate Limited (AFPL). The Company holds 44.36% of share capital in AFPL as on 31stMarch 2022 as compared to 45.05% as on 31st March 2021. The percentage holding haschanged due to the issuance of equity shares by AFPL under the Employee Stock OptionScheme and conversion of Optionally Convertible Preference Shares to Equity Shares. AFPLis a Systemically Important Non-Deposit Accepting NBFC registered with Reserve Bank ofIndia (RBI). The main objective of AFPL is to originate provide and service loans tostudents pursuing education and provide ancillary services in relation to the saidbusiness activity and provide infrastructure or working capital loan to educationalinstitutions.

During the Financial Year 2021-22 AFPL has earned revenue of H8719.23 Lakhs ascompared to H7509.91 Lakhs for the previous Financial Year and profit after tax ofH1256.79 Lakhs as compared to H962.23 Lakhs for the previous Financial Year. AFPL hasregistered growth of 16.10% and 30.61% in revenue and profit after tax over the previousFinancial Year respectively.

During the year under review the Board of Directors of Visual Percept Solar ProjectsPrivate Limited ("VPSPPL") at their meeting held on 20th December 2021 haddeclared an Interim Dividend of H19/- per equity shares. Accordingly the Company hadreceived H1491.98 lakhs towards interim dividend from VPSPPL.

Further during the year under review the Company had signed a Share PurchaseAgreement (SPA) dated 10th February 2022 with Torrent Power Limited Blue DaimondProperties Private Limited ("BDPPL"/other shareholder holding balance 55% EquityShares in VPSPPL) and Visual Percept Solar Projects Private Limited("VPSPPL/Associate Company") to sale and transfer the entire stake held by theCompany (holding 45% Equity Shares in VPSPPL) to Torrent Power Limited. Subsequently7852500 Equity Shares of H10/- each held by the Company were transferred to Torrent PowerLimited on 15th February 2022 at an agreed consideration of H7317.71 Lakhs. Uponcompletion of the transfer formalities VPSPPL ceased to be an Associate Company of theCompany with effect from 15th February 2022.

Consolidated Financial Statements

In compliance with the provisions of the Companies Act 2013 (as amended) (the"Act") and implementation requirements of the Indian Accounting Standards Ruleson accounting and disclosure requirements as applicable and as prescribed underRegulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended (the "ListingRegulations") the Audited Consolidated Financial Statements form part of this AnnualReport.

Pursuant to Section 129(3) of the Act a statement in Form AOC-1 containing the salientfeatures of the financial statements of the Company’s Associate Companies are alsoprovided in this Annual Report.

The audited financial statements of the Company including the consolidated financialstatements and related information of the Company are available on the website of theCompany at www.chini.com. Since the Company doesn’t have any subsidiary therequirement under Section 136 of the Act about separate financial statements does notapply to it.

Share Capital

During the year under review the Board of Directors of the Company at its meeting heldon 9th August 2021 approved the buyback of equity shares from the open market routethrough the stock exchanges amounting to H215.25 crores (maximum buyback size excludingbuyback tax) at a price not exceeding H410 per share (maximum buyback price). The buybackwas offered to all eligible equity shareholders of the Company (other than the Promoters /the Promoter Group of the Company) under the open market route through the stock exchange.The buyback of equity shares through the stock exchange commenced on 17th August 2021 andwas completed on 21st October 2021. During this buyback period the Company had boughtback 5960000 (Fifty Nine Lakhs Sixty Thousand) Equity Shares at an average price ofH361.14 (Rupees Three Hundred Sixty One and Fourteen Paisa Only) per Equity Share.Accordingly the Company had deployed H215.24 Crores for the buyback which represents99.99% of the Maximum Buyback Size.

Post the Buyback of 5960000 equity shares the equity share capital of the Companystood at H2040.40 Lakhs consisting of 204040000 equity shares of H1 each as on 31stMarch 2022.

Employee Stock Option Scheme

There are no outstanding stock options and no stock options were either issued orallotted during the year.

Credit Rating

Details of Credit Ratings assigned to the Company are given in the Corporate GovernanceReport.

Directors

Pursuant to the provisions of Section 152(6) of the Act the members of the Company atthe 45th Annual General Meeting (AGM) held on 13th September 2021 re-appointed Dr. A. K.Saxena (DIN: 00846939) who was liable to retire by rotation.

Further Ms. Mamta Binani (DIN: 00462925) who was appointed as an Additional Directorunder the category of Independent Director of the Company with effect from 5th November2020 was appointed as an Independent Director of the Company for a term of fiveconsecutive years beginning from 5th November 2020 upto 4th November 2025 by the membersof the Company at the 45th AGM held on 13th September 2021.

During the year under review the Board of Directors of the Company (based on therecommendation of the Nomination & Remuneration Committee) at its meeting held on 2ndFebruary 2022 had re-appointed Mr. Vivek Saraogi as the Managing Director of the Companyfor a period of 5 years with effect from 1st April 2022 to 31st March 2027. The saidre-appointment was approved by the Shareholders of the Company with overwhelming majorityon 26th March 2022 (i.e. last date for remote e-voting).

Further based on the Recommendation of the Nomination & Remuneration Committeethe Board of Directors of the Company at its meeting held on 24th May 2022 approved theappointment of Mr. Vivek Saraogi as the Chairman and Managing Director of the Company.While considering the said appointment as the Chairman the Board has considered thebenefits of integrating the duties of Chairperson and Managing Director and alsoconsidered the leadership qualities industrial achievements skill set career trajectoryof Mr. Saraogi and also his incomparable know how of the Indian Sugar Industry and hisrecognition of the same in the Industry.

During the year under review none of the Directors of the Company are disqualified asper the applicable provisions of the Act.

Director retiring by rotation

Mr. Naresh Dayal (DIN: 03059141) retires from the Board by rotation and being eligibleand offers himself for re-appointment. The Board of Directors recommends the saidre-appointment. Resume and other information regarding aforementioned Director seekingre-appointment as required under Regulation 36 of the Listing Regulations and SS-2 onGeneral Meetings shall be given in the Notice convening the ensuing AGM.

Changes in Board Composition

During the year under review Mr. Sumit Mazumder has resigned as an IndependentDirector and Chairman of the Company with effect from closure of the business hours of18th February 2022. Mr. Mazumder informed that his resignation was purely on account ofpersonal reasons and to pursue areas of his interest / hobbies. Mr. Mazumder has alsoconfirmed that there are no other material reasons attributable / connected with theCompany for his resignation. The Board places on record its deep appreciation for thecontributions of Mr. Mazumder during his tenure as an Independent Director and Chairman ofthe Company.

Other Information

Appointment of Directors is made in accordance with the Policy on Selection &Remuneration of Directors Key Managerial Personnel and other employees and on BoardDiversity as recommended by the Nomination & Remuneration Committee and approved bythe Board of Directors.

Other details pertaining to the Directors their appointment / cessation if anyduring the year under review and their remuneration are given in the Corporate GovernanceReport annexed hereto and forming part of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16(b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have registered their names in the data bank of Independent Directorsas being maintained by Indian Institute of Corporate Affairs (IICA) in terms of the Rule 6of the Companies (Appointment and Qualification of Directors) Rules 2014 (as amended).

The Board of Directors confirm that the Independent Directors appointed during the yearalso meet the criteria of expertise experience and integrity in terms of Rule 8 of theCompanies (Accounts) Rules 2014 (as amended).

Separate Meeting of Independent Directors

Details of the separate meeting of Independent Directors held in terms of Schedule IVof the Act and Regulation 25(3) of the Listing Regulations are given in the CorporateGovernance Report.

Directors’ Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Act and Regulation 18 ofthe Listing Regulations in the preparation of the annual accounts for the year ended 31stMarch 2022 and state that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure I enclosed hereto and forms part of this report. Inaccordance with the provisions of the aforementioned section the names and otherparticulars of employees drawing remuneration in excess of the limits set out in theaforesaid rules form part of this Report. However in line with the provisions of Section136(1) of the Act the Report and Accounts as set out therein are being sent to allMembers of your Company excluding the aforesaid information. Any Member who isinterested in obtaining these particulars may write to the Company Secretary.

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy viz. Policy on Prevention of Sexual Harassment in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(POSH Act). The Company is also in compliance with the provisions of the POSH Act withrespect to the constitution of Internal Committee. During the year under review nocomplaint/case was filed or was pending for redressal.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the Act aregiven in Annexure – II attached hereto and forms part of this Report.

Deposits

The Company has not accepted any deposit from the public and consequently there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

Key Managerial Personnel

During the year under review pursuant to the provisions of Section 203 of the Act theKey Managerial Personnel (KMPs) of the Company are Mr. Vivek Saraogi Chairman andManaging Director Mr. Pramod Patwari Chief Financial Officer and Mr. Manoj AgarwalCompany Secretary. During the year there has been no change in the Key ManagerialPersonnel of the Company. Details pertaining to the remuneration of KMPs employed duringthe year have been provided in the Annual Return.

Board Meetings

The Board met 7 (seven) times during the Financial Year under review the details ofwhich are given in the Corporate Governance Report attached to this Report.

Committees of the Board

Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted/ reconstituted (whenever necessitated) various committeessuch as Audit Committee Nomination & Remuneration Committee Stakeholders’Relationship Committee Corporate Social Responsibility Committee Risk ManagementCommittee and Executive Committee. The details of composition terms of reference etc.pertaining to these committees are mentioned in the Corporate Governance Report. Furtherthe Independent Directors in their Meeting held on 21st May 2022 decided that an ESGCommittee should also be constituted for focused attention on ESG matters. The same ispresently being constituted.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India.

Audit Committee

All recommendations made by the Audit Committee during the year were accepted by theBoard.

Vigil Mechanism / Whistle–Blower Policy

The Company has in place a Vigil Mechanism / Whistle–Blower Policy to deal withunethical behavior victimisation fraud and other grievances or concerns if any. Theaforementioned whistleblower policy is available on the Company’s website at thefollowing web-link: https://chini.com/sustainability/governance/policies/

Policy on Selection and Remuneration of Directors

The Policy on Selection & Remuneration of Directors Key Managerial Personnel andother employees and on Board Diversity is annexed as Annexure – III.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations theBoard has carried out the evaluation of its own performance and that of its Committees aswell as evaluation of performance of the individual directors. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Reportattached to this Report.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 (as amended) the Company has a Corporate SocialResponsibility ("CSR") Committee. The details of composition and meetings heldduring the year of the Committee are mentioned in the Corporate Governance Report.

The CSR activities of the Company are focused on Sustainable Livelihood Educationincluding skill development for women empowerment Healthcare Sanitation & safedrinking water; Rural Development; Environment Sustainability and Disaster Management. TheCompany had spent an excess of H101.61 Lakhs in 2020-21 and the same was available for setoff. Accordingly the Company in line with the CSR commitment has spent H1119.67 Lakhstowards the CSR interventions and utilised H16.09 Lakhs from the amount available for setoff to meet the mandatory CSR obligation of H1135.76 lakhs. After adjustment of the amountof H16.09 Lakhs an amount of H85.52 Lakhs is available for set off till Financial Year2023-24.

The CSR Policy of the Company as approved by the Board can be accessed on theCompany’s website at the following web-link:https://chini.com/sustainability/governance/policies/ Brief details of some of the CSRprojects undertaken by the Company are given below:

Nayi Ummeed Project

The Company through Balrampur Foundation aims to improve the quality of life for therural community in Uttar Pradesh through a holistic approach that touches all aspects oftheir daily lives under its Nayi Ummeed initiatives. Its CSR interventions are not limitedto aid and funding; it aims to empower the rural community with the right knowledgepotent tools & technology best health care services standardised education andimproved rural infrastructure. As per the Impact Assessment study conducted by anindependent agency the Company has been able to achieve impressive results and create ameaningful and needful impact in the community.

Disaster Management (Covid -19)

During the year under review the Company has installed two (2) Oxygen Generation Plantsin district hospitals of Balrampur and Barabanki located in Uttar Pradesh. Further duringthese Covid times the Company through its CSR interventions took special care of thehealth and wellbeing of the community by providing ambulances at ten locations forferrying patients from remote areas improving infrastructure of hospitals carrying outsanitisation drive in public areas and government offices distributing essential itemsand by supporting organisations which were carrying out such benevolent activities.

Keep your city clean project

Since cleanliness is the foundation of hygiene and is also the panacea for Covid andother illness the Company embarked on a Keep your city clean project. Under theprogramme the Company placed waste (litter) bins in strategic places of Kolkata so thatlitter (waste) could be thrown in designated bins (36000 Kgs waste collected during theyear). The staff employed by the vendor for cleaning and maintaining the bins were ragpickers and street urchins who were trained and equipped with proper gear and provideddecent employment opportunities. Also the entire waste collection process is done withthe help of e-vehicles and all bins are geotagged.

Mobile Science Lab Project

The Company in association with Agastya International Foundation is running four mobilescience labs in the four districts of Uttar Pradesh i.e. Balrampur Barabanki LakhimpurKheri & Gonda. The aforesaid labs visit the government schools as a travellinglaboratory for hands-on activities of Science and facilitate the learning of students. Theinitiative aims at encouraging the students to inculcate an experiential learningenvironment and empowering government school educators to design creative ways to nurturethe budding scientists. During the Covid times learning methods were evolved and digitaltraining was also provided so that children do not lose out on their training part.Principal and students of various schools are very happy with the initiative.

Impact Assessment

The Board of Directors of the Company has voluntarily appointed an independent impactassessment agency viz. Third Planet Foundation to carry out the Impact Assessment of thesocietal activities carried out by the Company under its Corporate Social Responsibilityinterventions. As per the Impact Assessment Report issued by Third Planet Foundation inMay 2022 the CSR interventions of the Company have created a meaningful and needfulimpact in the community and most of the thematic areas have shown satisfactory outcomesand impact across the locations. The CSR Committee and the Board of Directors of theCompany took a note of the same at their meetings held on 21st May 2022 and 24th May2022 respectively. The Impact assessment Report is available on the Company’swebsite at the following web-link: https://chini.com/sustainability/social/ The details ofthe CSR initiatives undertaken by the Company during the Financial Year 2021-22 areoutlined in the Annual Report on CSR activities which along with CSR Policy is attached asAnnexure IV.

Inter-corporate Loans and Investments

Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements forming part of thisAnnual Report.

Related Party Transactions

During the Financial Year ended 31st March 2022 all transactions with the RelatedParties as defined under the Act read with Rules framed thereunder were in the ordinarycourse of business and at arm’s length basis. During the year under review yourCompany did not enter into any Related Party Transaction which requires approval of theMembers. There have been no materially significant related party transactions made by theCompany with the Promoters the Directors or the Key Managerial Personnel which may be inconflict with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinarycourse of business and also on an arm’s length basis therefore details required tobe provided in the prescribed Form AOC - 2 is not applicable to the Company. During theyear the Board has reviewed and amended the Policy on Related Party Transactions. ThePolicy as approved by the Board can be accessed on the Company’s website at followingweb-link: https://chini.com/sustainability/governance/policies/ The details of the relatedparty transactions are set out in the notes to the financial statements.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures as laid down by the Board areperiodically reviewed by the Risk Management Committee Audit Committee and the Board. Thepolicy facilitates identification of risks at appropriate time and ensures necessary stepsto be taken to mitigate the risks. Brief details of risks and concerns are given in theCorporate Governance Report and Management Discussion and Analysis Report. During theyear the Board reviewed and amended the Risk Management Framework and Policy and the sameis hosted on the website of the Company.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the draft AnnualReturn of the Company for the Financial Year 31st March 2022 is uploaded on the websiteof the Company and can be accessed at https://chini. com/investors/financials/

Material Changes and Commitments

Except those disclosed in this Annual Report there are no material changes andcommitments affecting the financial position of the Company between the end of theFinancial Year i.e. 31st March 2022 and on the date of this Report. The impact ofCOVID-19 pandemic has not been material on the financial performance of the Company.

Significant and Material Orders

There are no significant/ material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.During the year under review no Corporate Insolvency Resolution application was made orproceeding was initiated by/against the Company under the provisions of the Insolvencyand Bankruptcy Code 2016 (as amended). Further no application / proceeding by / againstthe Company under the provisions of the Insolvency and Bankruptcy Code 2016 (as amended)is pending as on 31st March 2022.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were reviewed and no reportablematerial weakness was observed.

Corporate Governance

In terms of the provisions of Regulation 34(3) of the Listing Regulations theCorporate Governance Report and the Certificate on the compliance of conditions ofCorporate Governance form part of the Annual Report and are given separately as Annexure– V and the Management Discussion and Analysis is given in Page no. 106 of the AnnualReport.

Business Responsibility Report / Business Responsibility and Sustainability Report

Regulation 34(2) of the Listing Regulations inter alia provides that the annualreports of the top 1000 listed entities based on market capitalisation (calculated as on31st March of every financial year) shall include a Business Responsibility Report. Sincethe Company is one of the top 1000 listed entities it has presented its Fifth BusinessResponsibility Report for the Financial Year 2021-22 as Annexure – VI to thisReport. Further in the initial section of the Annual Report the Company has given an ESGReport which voluntarily discloses some of the information required as per the BusinessResponsibility and Sustainability Report on best effort basis.

Statutory Auditors and their Audit Report

M/s. Lodha & Co Chartered Accountants (Firm Registration No. 301051E) wereappointed as Statutory Auditors of the Company at the 41st AGM of the Company held on 30thAugust 2017 to hold office till the conclusion of the ensuing 46th AGM. Hence M/s.Lodha & Co Chartered Accountants are eligible to be reappointed for a further term of5 (five) years in terms of provisions of Sections 139 and 141 of the Act. Accordinglythe Board of Directors of the Company at their meeting held on 24th May 2022 based onthe recommendation of the Audit Committee and subject to the approval of the shareholdersof the Company at the ensuing AGM have approved the re-appointment of M/s. Lodha &Co Chartered Accountants as the Statutory Auditors for a further period of 5 (five)years i.e. from the conclusion of the 46th AGM till the conclusion of 51st AGM of theCompany. The Company has received written consent and certificate of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Act and Rulesissued thereunder from M/s. Lodha & Co Chartered Accountants. They have confirmed tohold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as required under the Listing Regulations.

The Audit Committee and Board of Directors of the Company had considered variousfactors such as independence credentials technical skills and audit team etc. whileconsidering the reappointment of the M/s. Lodha & Co Chartered Accountants as theStatutory Auditors of the Company.

The reports given by the Auditors M/s. Lodha & Co Chartered Accountants on thestandalone and consolidated financial statements of the Company for the year ended 31stMarch 2022 form part of this Annual Report and there is no qualification reservationadverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of the Company have not reported any fraud in terms of the second provisoto Section 143(12) of the Act.

Secretarial Auditors and their Audit Report

Pursuant to the provisions of Section 204 of the Act the Company has appointed M/s.MKB & Associates Company Secretaries (Mr. Manoj Kumar Banthia Partner) to undertakethe secretarial audit of the Company for the Financial Year 2021-22. The Secretarial AuditReport for the Financial Year 2021-22 is attached as Annexure - VII and forms part of thisReport. The contents of the said Audit Report are self- explanatory and do not call forany further comments by the Board. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

Cost Auditors and their Audit Report

During the year under review pursuant to Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 (as amended) the Board has appointed M/s.Mani & Co. Cost Accountants to conduct cost audit of the cost records maintained bythe Company relating to sugar (including industrial alcohol) and electricity for thefinancial year ended 31st March 2022. On the date of this Report your Directors have onthe recommendation of the Audit Committee appointed M/s. Mani & Co. CostAccountants as the Cost Auditors of the Company for the Financial Year 2022-23. Asrequired under the Act a resolution seeking rati_cation of the remuneration payable tothe Cost Auditors shall form part of the Notice convening the ensuing AGM.

Annexures forming part of this Report

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form part of this Report:

Appreciation

Your Directors take this opportunity to thank all the stakeholders including theCentral Government the Government of Uttar Pradesh shareholders farmers customersdealers State Bank of India HDFC Bank ICICI Bank Limited Kotak Mahindra Bank Bank ofBaroda other banks and financial institutions and all other business associates &vendors for their excellent support. Your Directors also wish to place on record theirdeep appreciation for the committed services by your Company’s employees.