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Balrampur Chini Mills Ltd.

BSE: 500038 Sector: Agri and agri inputs
NSE: BALRAMCHIN ISIN Code: INE119A01028
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VOLUME 34682
52-Week high 398.25
52-Week low 155.50
P/E 15.61
Mkt Cap.(Rs cr) 6,472
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Sell Price 0.00
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OPEN 323.50
CLOSE 323.50
VOLUME 34682
52-Week high 398.25
52-Week low 155.50
P/E 15.61
Mkt Cap.(Rs cr) 6,472
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Balrampur Chini Mills Ltd. (BALRAMCHIN) - Director Report

Company director report

for the year ended 31st March 2021

Your Directors have the pleasure of presenting their report as a part of the 45thAnnual Report along with the Audited Accounts of the Company for the year ended 31stMarch 2021.

Financial results

The financial results of the Company are summarised below

Particulars

Standalone

Consolidated

Revenue from operations 481165.70 474129.40 481165.70 474129.40
Profit before finance costs tax depreciation and amortisation and other comprehensive income 74728.13 72051.60 74075.42 72584.11
Less: Finance costs 3929.59 6417.02 3929.59 6417.02
Less: Depreciation and amortisation expense 11187.64 10141.73 11187.64 10141.73
Profit before share of profit of associates and tax - - 58958.19 56025.36
Add: Share of profit of associates - - 1959.77 780.67
Profit before tax 59610.90 55492.85 60917.96 56806.03
Less: Tax expense 12633.68 4564.67 12938.96 4870.59
Profit for the year 46977.22 50928.18 47979.00 51935.44
Other comprehensive income (net of tax) (55.71) (701.39) (55.62) (689.56)
Total comprehensive income for the year 46921.51 50226.79 47923.38 51245.88

Dividend and its Distribution Policy

In terms of the Dividend Distribution Policy of the Company the Board of Directors ofthe Company declared an interim dividend of 250% (i.e. I2.50 per share on Equity Shares ofthe face value of I1/- each) for the financial year ended 31st March 2021. Total outgo onthe interim dividend was I5250.00 Lacs. The said Policy is available on the website of theCompany at the following web-link: https://chini.com/sustainability/governance/policies/The Board has not proposed any final dividend for the financial year ended 31st March2021 and accordingly the interim dividend paid during the year shall be treated as finaldividend.

Reserves and surplus

The Company has transferred an amount of H40000.00 Lacs to the General Reserve.

Operations

The operational data of the Company for the last two sugar seasons and financial yearsare as under:

Particulars

Sugar Season

Financial Year

Sugarcane crushed (Lacs quintals) 875.17 1053.72 1032.61 1020.30
Sugar produced (Lacs quintals) * 92.47 118.90 109.79 116.73
Sugar Recovery (%) * 10.57 11.28 10.63 11.44

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

Industry scenario and outlook

India began the sugar season 2020-21 (October to September) with an opening inventoryof around 10.7 MMT (Metric Million Tonnes). Sugar production for the current season isestimated at 30.8 MMT around 4.4 MMT higher than the previous season's production of 27.4MMT.

Uttar Pradesh (UP) Maharashtra and Karnataka remained the three largest sugarproducing states and expected to produce ~11 MMT 10.7 MMT and 4.3 MMT of sugar in theongoing season in comparison to the previous season's production of 12.6 MMT 6.1 MMT and3.8 MMT respectively.

The reasons for a lower UP production are varied: larger diversion of sugarcane toethanol via the B-heavy molasses route lower cane availability owing to weatherconditions onset of red rot disease in certain pockets and higher diversion of sugar caneto gur/khandsari compared to the previous year.

In spite of the Covid-19 situation which necessitated frequent lockdowns the domesticdemand for sugar is expected to be around 26.0 MMT compared to 25.3 MMT in the previousseason. The Central Government announced the export policy for sugar albeit delayed bythree months. In spite of multiple bottlenecks like shortage of containers or lower labouravailability at ports due to lockdown restrictions the sugar export from India isexpected to touch 6.8 MMT during the sugar season 2020-21 in comparison to ~5.8 MMT duringlast season.

As a result the carry forward stock of sugar in the country as on 30th September 2021is expected to be around 9.5 MMT or around 4.5 months of sugar consumption.

Domestic sugar prices ranged between I31.50 and I33.50 per kg through the course of theyear.

The Government sustained most policies related to sugar that had been announced in theprevious years with the objective to support sugar realisations and ensure that farmerswere remunerated on time. The following policies were sustained: Fair & RemunerativePrice (FRP) of sugarcane for the sugar season 2020-21 was revised to I285 per quintal fromI275 per quintal in the previous year (linked to a basic recovery of 10%).

State Advised Price (SAP) of sugarcane for the state of Uttar Pradesh remainedunchanged at I315 per quintal.

The pricing methodology for ethanol remained unchanged. Ethanol prices areannounced annually by the Central Government based on a formula which factored 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 December2020 to November 2021 were increased to H45.69 H57.61 and H62.65 per BL for ethanolproduced from C-heavy molasses B-heavy molasses and direct cane juice/sugar syruprespectively compared to I43.75 I54.27 and H59.48 per BL in the previous period.

Minimum Selling Price (MSP) of sugar was first fixed at I29 per kg in June 2018 andlater increased to H31 per kg in

February 2019. MSP is the ex-factory price (excluding GST and transportation charges)below which no mill can sell sugar in India. Owing to India becoming a surplus sugarproducer the MSP environment is expected to continue. The Group of Ministers'recommendation to revise the MSP from H31 to H33 per kg is awaiting Cabinet approval.

Along with MSP stock holding limits on mills in the form of maximum monthly salequotas continued.

The export of 6 MMT of sugar from India with a competitive WTO-compliant financialassistance was announced.

The Central Government announced differential and attractive prices for ethanolgenerated from damaged/surplus food grains. Soft loans are encouraged through banks forcommissioning new distillery capacities or augmentation of existing capacities whichcould facilitate higher ethanol production and reduce the sugar surplus through thediversion of B-heavy molasses and direct cane juice/sugar syrup away from sugar toethanol. A higher customs duty continues against the import of sugar. A zero customs dutyalso continues for the export of sugar. A lower GST of 5% on ethanol.

Even as the Government remained cognizant of the health of the sugar sector and all itspolicy interventions were supportive some measures are of importance to enable theindustry to become self-sufficient.

Increase the Minimum Selling Price to H35000 per MT to cover the all-India averagesugar production cost Increase the blending proportion of ethanol from 10% to 12% as aninterim measure before industry becomes capable of supplying ethanol in larger quantitiesto address the 20% blending requirement by 2025.

Increase the price of all grades of ethanol to incentivize a higher production ofethanol to address the surplus sugar via B-Heavy molasses as well as direct canejuice/syrup routes for the next year.

Announce export quotas for the next year in advance and supplement the same withcompetitive WTO-compliant financial assistance.

The Department of Food & Public Distribution Government of India constituted aworking committee to look into the aspect of sugar cane price rationalisation and othermatters to present a long-term sustainable solution for the entire sugar eco-system afterdue consultation.

Global scenario for 2020-21 financial year:

The 2020-21 financial year for the sugar sector did not start on a positive note. Theglobal trade was affected by the Covid-19 pandemic and subsequent lockdowns. It wasexpected that there would be a serious global consumption de-growth but by May 2020 thescenario changed and raw sugar prices entered a secular bull rally. This rally was inspite of Brazilian production expected to be higher in the 2020-21 crushing season thanthe previous season following crop downgrades from Thailand and Europe. Raw sugar pricesreported a high of 18.94c/lb in February 2021 but ended March 2021 at 15c/lb on account ofincreased Brazilian production cum export as well as increased Indian exports at higherrealisations. The global sugar stock position is bullish with respect to the next year andappears balanced in the near-term. The protracted dryness and rainfall failure across theCS Brazil is hinting that the 2021-22 crushing campaign would not be as good as theprevious season. The consensus for the next Brazil crop is down more than 10% YoY and thiscould increase in case there is lower rainfall.

The demand rebound across the global sugar sector is visible as multiple companiesdeveloped anti-Covid vaccines in 2021 which signaled a revival in sentiment economy andsocial engagements. In the near term apart from the emerging bullishness there are someother macro parameters for a potential secular rally for agrarian crops (corn soyabeanand cane) across the globe. On the one hand unlimited monetary easing and money supplyare contributing to a structural US Dollar weakness strengthening realisations ofDollar-denominated crops.

On the other hand climatic volatilities are escalating supply issues for many cropsand raising inflationary alarm for agro commodities. The geo-political tensions in theMiddle East and Eurasian blocks are strengthening the price of oil and constrainingBrazilian millers to go all out for maximised sugar campaign as ethanol prices are rising.Thus the supply- demand dynamics appears interesting for sugar optimists.

These factors are inspiring optimism of better days marked by crop downgrade USDollar weakness oil macros and expected global economic resumption in a post-Covid world.

BCML's performance during FY 2020-21

Revenues earned from operations during the year stood at H481165.70 Lacs as comparedto H474129.40 Lacs for the previous year an increase of 1.48%. Revenues were stable onaccount of higher realisations. The distillery segment delivered robust performance.Performance from cogeneration segment was subdued owing to reduced tariff by Uttar PradeshElectricity Regulatory Commission (UPERC). The Company earned a total comprehensive incomeof H46921.51 Lacs during the year ended 31st March 2021 as compared to H50226.79 Lacs inthe previous year.

Segment-wise performance and outlook

Sugar

During the financial year ended 31st March 2021 sugarcane crushing stood at 1032.61Lacs quintals as compared to 1020.30 Lacs quintals in previous year an increase of 1.2%over previous year. Sugar recovery for the year stood at 10.63% as compared to 11.44% inprevious year. During the FY 2020-21 the Company has diverted 675.56 Lacs quintals (65.4%)of sugarcane for producing B-heavy molasses as compared to 327.00 Lacs quintals (32.0%) inprevious year owing to which sugar recovery was lower. Had there been no diversion sugarrecovery for the year would have been 11.77% as compared to 11.93% in previous year.Company's efforts to work closely with farmers and more emphasis on cane developmentactivities enabled the Company to achieve higher proportion of early variety of sugarcaneas compared in previous year. The Company is providing farmers with necessary agro-inputsso as to increase the farm yield and support clean cane quality. Influential steps werealso taken to educate the farmers on modern agricultural practices.

During the year the Company sold 113.26 Lacs quintals of sugar as compared to 120.53Lacs quintals in previous year. Sales for the current year include 5.58 Lacs quintals forexports as compared to 26.07 Lacs quintals in previous year. Domestic sugar realisationfor the year stood at H32.37 per kg as compared to H32.91 per kg in previous year. Blendedsugar realisation (Domestic plus export) stood at H32.01 per kg as compared to H30.34 perkg in previous year.

Sugar inventory as on 31st March 2021 stood at 64.40 Lacs quintals valued at ~H31.28per kg as compared to 67.35 Lacs quintals valued at ~H29.49 per kg in previous year.

Distillery

The Company's distillery segment performed exceedingly well during the year. TheCompany produced 1705.64 Lacs BL of industrial alcohol during the year as compared to1275.75 Lacs BL during the previous year an increase of 33.7%. The Company's new 160 KLPDdistillery at Gularia which commenced operations from 12th January 2020 operated fullyduring the year. In addition Company was able to run its distilleries for more number ofdays 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 1017.73 Lacs BL of Ethanol out of B-heavy molasses during the year ascompared to 357.96 Lacs BL in previous year.

Ethanol sales during the year produced from B-heavy molasses stood at 958.54 Lacs BL atan average realisation of H55.53 per BL as compared to 255.83 Lacs BL at an averagerealisation of H54.27 per BL in previous year. Ethanol sales from molasses produced fromC-heavy route stood at 494.50 Lacs BL at an average realisation of H43.92 per BL ascompared to 835.84 Lacs BL at an average realisation of H43.49 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.Blended realisation for total industrial alcohol (including ENA) sales stood at H48.35 perBL as compared to H44.69 per BL in previous year.

Cogeneration

The performance of the cogeneration segment was subdued during the year. Powergenerated during the year stood at 8065.31 Lacs units as compared to 9024.18 Lacs units inprevious year a decrease of 10.6% as the Company decided to sell more bagasse outsidethan to use it to generate power in view of lowering of power tariff by UPERC. Powerexported to Uttar Pradesh Power Corporation Limited stood at 4262.54 Lacs units as against5261.44 Lacs units in previous year a decrease of 19.0%. Average realisation for the yearstood at H3.17 per unit as compared to H3.06 per unit in previous year. The matter ofreduction in tariff by UPERC is under litigation and is pending at Hon'ble High CourtAllahabad.

Others

The Company also manufactures Granular Potash Fertilizer Bio- Zyme Bio-Pesticides forthe healthy and salubrious growth of sugarcane and also provide soil health cards to thefarmers by analysing the soil samples of the farmers. It produces mainly three productsnamely Granular Potash Jaiv-Shakti and Paudh-Shakti. These products provide strength tosustain under the draught conditions increases metabolism and root development. TheCompany sells these products to farmers at subsidised rates and to the Indian fertilizergiant India Farmers Fertilizer Cooperative Limited (IFFCO). Revenues during the yearstood at H2179.34 Lacs as compared to H1117.17 Lacs in previous year.

The Company also manufactured hand sanitizers in the wake of pandemic Covid-19.

A detailed analysis of the Company's operations expectations and business environmenthas been provided in the Management Discussion and Analysis section which forms a part ofthis Report

Subsidiary and Associate Companies

As on 31st March 2021 the Company has two associate companies namely AuxiloFinserve Private Limited (AFPL) and Visual Percept Solar Projects Private Limited(VPSPPL). The Company holds 45.05% and 45.00% in the Equity Share Capital of AFPL andVPSPPL respectively. AFPL is a Systematically Important Non-Banking Financial Company andis engaged in the business of providing educational loans. During the FY 2020-21 AFPL hasearned revenue of H7509.91 Lacs as compared to H5467.08 Lacs for the previous financialyear and profit after tax of H962.23 Lacs as compared to H308.28 Lacs for the previousfinancial year. AFPL has registered growth of 37% and 212% in revenue and profit after taxover the previous financial year respectively. The Board of AFPL has decided to retainthe surplus for ploughing it back in AFPL for its growth prospects.

VPSPPL is in the business of generation and distribution of solar/ renewable energy.During the said financial year VPSPPL has earned revenue of H5601.47 Lacs as compared toH5397.61 Lacs for the previous financial year and profit after tax of H3867.97 Lacs ascompared to H1316.41 Lacs for the previous financial year. VPSPPL has recorded growth of4% and 194% in revenue and profit after tax over the previous financial yearrespectively.

In the month of January 2021 the Board and the Shareholders of VPSPPL had approvedbuy-back of 2360000 fully paid-up Equity Shares of VPSPPL (at a price of H96/- pershare) for an aggregate amount not exceeding H2265.60 Lacs on a proportionate basis inaccordance with the provisions of the Act and the rules made thereunder.

As per its eligibility the Company had tendered 1062000 Equity Shares in the saidbuy-back offer which were bought back by VPSPPL for H1019.52 Lacs. The Company'sinvestment in the VPSPPL post buy-back stands at 7852500 Equity Shares constituting45% of the total shareholding and VPSPPL continues to be an associate of the Company.

Further the salient features of the financial statements of the Company's Associatecompanies are provided in Form AOC-1 which forms part of this Report.

No body corporate has become or ceased to be a subsidiary joint venture or associateof the Company during the year under review.

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 section of subsidiarydoes not apply to it.

Share Capital

During the year under review the Board of Directors of the Company had approvedbuy-back of 10000000 (One Crore) Equity Shares of the Company through the "TenderOffer" route using the Stock Exchange Mechanism for an aggregate amount of uptoH18000 Lacs (being 7.87% of the total paid-up equity share capital and free reserves ofthe Company as on 31st March 2020) at a price of H180/- per Equity Share on aproportionate basis in accordance with the provisions contained in the Act rules madethereunder the Securities and Exchange Board of India (Buy Back of Securities)Regulations 2018 as amended and other applicable circulars clarifications andnotifications.

Post buy-back of 10000000 (One Crore) equity shares the equity share capital of theCompany stood at H2100 Lacs consisting of 210000000 equity shares of H1 each as on 31stMarch 2021.

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 44th Annual General Meeting (AGM) held on 22nd September 2020 re-appointed Mr.Naresh Dayal (DIN : 03059141) who was liable to retire by rotation.

Further the members of the Company at the 44th AGM held on 22nd September 2020re-appointed Mr. Sumit Mazumder (DIN : 00116654) as an Independent Director of the Companyto hold office for his second term of five consecutive years with effect from 1st May2021 to 30th April 2026 and approved continuation of Mr. Mazumder as an IndependentDirector of the Company from the day he attains the age of 75 years till the remainingperiod of his second term i.e. upto 30th April 2026.

None of the Directors of the Company are disqualified as per the applicable provisionsof the Act.

Director retiring by rotation

Dr. Arvind Krishna Saxena (DIN : 00846939) retires from the Board by rotation and beingeligible offers himself for re-appointment. The Board of Directors recommends the saidre-appointment. Resume and other information regarding aforementioned Director seekingreappointment as required under Regulation 36 of the Listing Regulations has been given inthe Notice convening the ensuing AGM.

Information regarding the directors seeking appointment

During the year under review the Board of Directors of your Company on therecommendation of the Nomination & Remuneration Committee has appointed Ms. MamtaBinani (DIN : 00462925) as an Independent Director (Additional Director) for a period of 5(five) consecutive years with effect from 5th November 2020 subject to the approval ofthe Shareholders of the Company. Pursuant to Section 149 read with Schedule IV and otherapplicable provisions of the Act and the Listing Regulations your Board of Directors seekyour approval for appointment/ regularisation of Ms. Mamta Binani as an IndependentDirector of the Company for a period of 5 (five) consecutive years with effect from 5thNovember 2020.

In terms of the provisions of Section 160(1) of the Act the Company has receivednotice from a member signifying his intention to propose the candidature for theappointment of Ms. Mamta Binani as an independent director.

Resume and other information regarding the aforesaid appointment as required underRegulation 36 of the Listing Regulations and the Secretarial Standard – 2 (Revised)have been given in the Notice convening the ensuing AGM. The terms and conditions ofappointment of Independent/Non- Executive Directors of the Company is hosted on thewebsite of the Company.

Changes in Board Composition

Mr. Sakti Prasad Ghosh (DIN : 00183802) after serving his first term of five years asan Independent Director of the Company has decided not to offer himself for re-appointmentdue to his advanced age. Consequently Mr. Ghosh has ceased to be the Independent Directorof the Company w.e.f. 30th September 2020. The Board places on record its deepappreciation for the contributions of Mr. Ghosh during his tenure as an independentDirector.

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 any duringthe year under review and their remuneration are given in the Corporate Governance Reportannexed 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 of the Listing Regulations. The Independent Directors have alsoconfirmed that they have registered their names in the data bank of Independent

Directors as being maintained by Indian Institute of Corporate Affairs (IICA) in termsof the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014(as amended).

The Board of Directors confirm that the Independent Directors appointed during the yearmeet 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 2021 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. TheDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and vi.There is a proper system to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.

Particulars of Employees

The particulars of employees as required under Section 197(12) of the Act read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended) are given in a separate annexure attached hereto as Annexure - I and forms partof this Report.

Prevention of Sexual Harassment

The Company has a 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 the Board of Directors at their meeting held on 23rdJune 2020 have appointed Mr. Manoj Agarwal a qualified Company Secretary CharteredAccountant and PGDBL from NUJS as the Company Secretary & Compliance Officer (KeyManagerial Personnel) of the Company with effect from 23rd June 2020 in place of Mr.Nitin Bagaria who had resigned from the office of Company Secretary of the Companyeffective from closure of the business hours of 5th May 2020.

As on 31st March 2021 Mr. Vivek Saraogi (DIN : 00221419) Managing Director Mr.Pramod Patwari Chief Financial Officer and Mr. Manoj Agarwal Company Secretary are theKey Managerial Personnel of the Company in terms of the provision of Section 203 of theAct.

Details pertaining to the remuneration of KMPs during the year have been provided inthe Draft Annual Return.

Board Meetings

The Board met 4 (four) 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 committees suchas Audit Committee Nomination & Remuneration Committee Stakeholders'RelationshipCommitteeCorporateSocialResponsibilityCommittee

Risk Management Committee and Executive Committee. The details of composition terms ofreference etc. pertaining to these committees are mentioned in the Corporate GovernanceReport.

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 the followingweb-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. Inline with CSR commitment the Company has spent H1067.55 Lacs being over 2% of theaverage net profits of the Company for the last three years towards its CSRinterventions. In the view of the recent amendments in the Companies (Corporate SocialResponsibility Policy) Rules 2014 and the Act the Board of Directors of the Company attheir meeting held on 1st June 2021 revised the CSR Policy of the Company based on therecommendation of the CSR Committee. The revised CSR Policy of the Company as approved bythe Board can be accessed on the Company's website at following web-link:https://chini.com/sustainability/governance/policies/

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 aren't 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 these Covid times the Company through its CSR interventions took special careof the health and wellbeing of the community by providing ambulances at eight locationsfor ferrying patients from remote areas improving infrastructure of hospitals carryingout sanitisation drive in public areas and government offices distributing food &essential items and by supporting organisations which were carrying out such benevolentactivities.

Skill Development Project - Nipun

The problem of unemployment gives rise to the problem of poverty and the conundrum ofpoverty and the need for skill development remains a national challenge. In light of thesame during the year 2018-19 the Company had setup its Skilling Centre (Nipun) in NoidaUttar Pradesh in association with National Skill Development Corporation with an objectiveto create a strong foothold in skill development arena under its CSR mandate. The aim ofthis project is to instill economic security and stability among the youth (women) throughskill training and holistic development; facilitating enhanced access to opportunitiesthrough jobs. Implementation of this project was carried out in Noida Uttar Pradesh andthe following objectives were achieved.

Under this Project the Company Trained over 1050 young women enabling them tohave a hope of an independent and dignified life.

Under this Skill Development programe 70% young women have received employment.

The women expressed that the training has not only helped them become economicallyindependent but also helped them gain confidence and respect in the family and community.

Clean City Project

Since cleanliness is the first prevention for cure and is also the panacea for Covidthe Company embarked on a Clean City Programme. Under the programme the Company placedwaste (litter) bins in strategic places of Kolkata so that litter(waste) could be thrownin designated bins. The staff employed by the vendor for cleaning and maintaining the binswere rag pickers and street urchins who were trained and equipped with proper gear andprovided decent employment opportunities. Also the entire waste collection process isdone with the help of e-vehicles.

Mobile Science Lab Project

The Company in association with Agastya International Foundation is running four mobilescience labs in the areas of Balrampur Barabanki Lakhimpur Kheri & Gonda UttarPradesh. The aforesaid labs visit the government schools as a travelling laboratory forhands-on activities of Science and facilitate the learning of students. The initiativeaims at encouraging the students to inculcate an experiential learning environment andempowering government school educators to design creative ways to nurture the buddingscientists. During the Covid times learning methods were evolved and digital training wasalso provided so that children do not loose out on their training part.

Impact Assessment

Although not mandatory the Board of Directors of the Company has appointed anindependent impact assessment agency viz. Third Planet Foundation to carry out the ImpactAssessment of the CSR interventions of the Company. As per the Impact Assessment Reportissued by Third Planet Foundation in May 2021 the CSR interventions of the Company havecreated a very meaningful and needful impact in the community and all the thematic areashave shown growth outcomes and impact across all the location. The CSR Committee and theBoard of Directors of the Company took a note of the same at their respective meetingsheld on 1st June 2021. The Impact assessment Report is available on the Company's websiteat the following web-link: https://chini.com/sustainability/social/ The details of the CSRinitiatives undertaken by the Company during the FY 2020-21 are outlined in the AnnualReport on CSR activities which along with CSR Policy is attached as Annexure 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 2021 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 your Companydid not enter into any Related Party Transaction which requires prior 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 transactionsentered into by your Company were in the ordinary course of business and also on an arm'slength basis therefore details required to be provided in the prescribed

Form AOC - 2 are not applicable to the Company. The Policy on Related PartyTransactions as approved by the Board can be accessed on the Company's website atfollowing web-link: https://chini.com/sustainability/governance/policies/ The details ofthe related party transactions are set out in the notes to the financial statements.

Risk Management

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 theManagement Discussion and Analysis Report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act the draftAnnual Return of the Company for the Financial Year 31st March 2021 is uploaded onthe website of the Company and can be accessed at https://chini.com/investors/financials/.

The final Annual Return shall be uploaded in the same web link after the said Return isfiled with the Registrar of Companies Kolkata.

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 2021 and the date of this Report. The impact of COVID 19pandemic 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.

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 forms part of the Annual Report and are given separately as Annexure- V and the Management Discussion and Analysis is given in Page no 116 of the AnnualReport.

Business Responsibility 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 Forth BusinessResponsibility Report for the FY 2020-21 as Annexure - VI to this Report.

Auditors

Statutory Auditors and their Audit Report

Pursuant to the applicable provisions of the Act the members of the Company at their41st AGM held on 30th August 2017 appointed M/s. Lodha & Co. Chartered Accountants(Firm Registration No. 301051E) as the Statutory Auditors of the Company to hold officefrom the conclusion of the 41st AGM until the conclusion of the 46th AGM of the Company tobe held in the year 2022.

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 2021 forms 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 had appointed Mr.Manoj Kumar Banthia of M/s. MKB & Associates

Company Secretaries to undertake the secretarial audit of the Company for the FY2020-21. The Secretarial Audit Report for the FY 2020-21 is attached as Annexure -VII and forms part of this Report. The contents of the said Audit Report are self-explanatory and do not call for any further comments by the Board. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer.

Cost Auditors and their Audit Report

The erstwhile Cost Auditors of the Company (M/s. N. Radhakrishnan & Co. CostAccountants) had submitted the Cost Audit Report for the year 2019-20 within the timelimit prescribed under the Act and Rules made thereunder.

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 2021.

On the date of this Report your Directors have on the recommendation of the AuditCommittee appointed M/s. Mani & Co. Cost Accountants as the Cost Auditors of theCompany for the financial year 2021-22. As required under the Act a resolution seekingratification of the remuneration payable to the Cost Auditors forms part of the Noticeconvening 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:

Annexure Particulars
I Particulars of Employees
II Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
III Policy on Selection & Remuneration of Directors Key Managerial Personnel and other employees and on Board Diversity
IV Annual Report on CSR activities and CSR Policy
V Corporate Governance Report
VI Business Responsibility Report
VII Secretarial Audit 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.

For and on behalf of the Board of Directors
Sd/- Sd/-
Dr. Arvind Krishna Saxena Vivek Saraogi
Whole-time Director

Managing Director

DIN - 00846939 DIN - 00221419
Place: Balrampur Place: Kolkata

Date: 1st June 2021

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