Sukhjit Starch Management Discussions


Economic overview

Global economy

The global economy was roiled by volatile food and commodity prices and elevated inflation. The Russia-Ukraine conflict, which caused supply chain disruptions worldwide, exacted a heavy toll on the economy. The rising costs of living, inflated food and commodity prices and tightened liquidity conditions also impeded global economic growth.

Supply chain constraints and market volatility have considerably dampened consumer sentiment and lowered capital outflows. Several nations continue to grapple with persistent demand-supply imbalances and decadal-high inflation rates. To tame inflation and achieve price stability, central banks around the world have responded with synchronised rate hikes and tightened monetary policies.

At the end of FY23, the global economy recovered gradually from the waning effects of the pandemic and geopolitical tensions. The global economic output is expected to witness steady growth, driven by stabilising inflationary pressures, reviving consumer sentiment and investor confidence.

Global growth is expected to experience a temporary slowdown, reaching a growth rate of 2.9 % in 2023. However, this is anticipated to be followed by a positive rebound, with growth projected to rise to 3.1 % in 2024. Advanced economies are projected to expand by 1.3% in 2023. Moreover, there is optimistic anticipation of a decline in global headline inflation from 8.7% in 2022 to 7.0% in 2023, primarily driven by a decrease in commodity prices. Underlying inflation is likely to decline more slowly, but total inflation is expected to rise. These projections indicate a steady and positive trajectory for the global economy.1

Outlook

Despite inflationary pressures, the global economy is supported by a solid labour market, increased domestic spending, an injection of foreign capital, and Europes sensible response to the oil crisis. The tightening of monetary policy by the central banks is anticipated to rein in sticky inflation and promote long-term growth.

Indian economy

The Indian economy remained resilient in the face of global challenges and has maintained its position as one of the fastest-growing major economies. Indias GDP rose by 6.1 % in the fourth quarter of 2022-23 to raise the yearly growth rate to 7.2% in FY23.2 Indias exceptional growth rates of 7.2% in FY23 and 6.1% in Q4 show that its economic narrative continues to emerge.

Additionally, the countrys stable inflation rates, higher disposable income and continued investment in infrastructure development are expected to contribute positively to economic growth in the future. Prudent measures taken by the government and the Reserve Bank of India (RBI) have managed to stabilise inflation in the country.

In the second quarter of FY23, private consumption accounted for 58.4% of the GDP, supported by the recovery of consumer sentiments. It is expected that FY24 will witness a rapid and consistent expansion due to heightened capital investment, the recovery of export trade following the pandemic, and the reduction of global uncertainties.

Various high-frequency indicators, such as GST collections, railway and air tra_c, electronic toll collections and E- Way bill volume, suggest a robust economic recovery in India. This persistent growth momentum has positioned India as an attractive investment destination.

Outlook

Despite global challenges, Indias economic activity has remained robust due to a favourable domestic policy environment and the Governments continued emphasis on structural reforms Stabilising inflation, narrowing the current account deficit, improving consumer sentiments and a favourable policy environment are likely to aid the Indian economy. Moreover, government initiatives like Atmanirbhar Bharat, PM Gati Shakti and the Production-linked Incentive (PLI) scheme would contribute to economic growth by increasing local output. A combination of rising disposable income, easy access to credit and lowering interest rates in the wake of a stabilising inflation trajectory will bode well for economic growth going forward.

Industry overview

Global starch industry

The global industrial starch market grew from USD 84.29 billion in 2022 to USD 92.14 billion in 2023 at a CAGR of 4.8% from 2021 to 2026. 3 The geopolitical tension has led to a surge in commodity prices and supply chain disruptions, causing inflation across products and services, and affecting markets across the globe. The industrial starch sector includes the sale of oil, gluten meal, and gluten feed. The prices at which things are sold directly to customers or other businesses are referred to as ‘factory gate values in this market. Industrial starch is derived from a variety of natural sources, including rice, wheat, potato, maize, and tapioca.

During the forecasted period, Asia-Pacific is expected to be the fastest-expanding region. Asia-Pacific, Western Europe, Eastern Europe, North America, South America, the Middle East, and Africa are the areas included in the industrial starch market report.

Outlook

As the world population continues to grow, so does the demand for starch-based products. The global starch market is expected to grow at a compound annual growth rate (CAGR) of 4.8% from 2021 to 2026. One of the key drivers for this growth is the increasing demand for convenient food products which often use starch as a thickener or stabiliser. In addition, the rise in health-conscious consumers has led to an increase in demand for natural and organic starch products.

The Asia-Pacific region is the largest market for starch, accounting for over 40% of global consumption.4 This can be attributed to the large population and expanding food industry in countries such as China and India. Europe and North America are also significant markets for starch, driven by the demand for processed food products.

Indian starch industry

The Indian starch market attained a valuation of USD 527.5 million in the year 2022. It is projected to reach a substantial value of USD 809.5 million by the year 2030, with a projected compound annual growth rate (CAGR) of 5.5% during the forecast period spanning from 2023 to 2030.5 The easy access to maize and its diverse applications in industries such as food and beverage, pharmaceutical, animal feed, textile, and paper, among others, may be attributed to the growth of the Indian maize starch market. The India Corn Starch Markets application category was led by the food and beverage sector. The market for maize starch in India has expanded as a result of both the fast population expansion and the increasing industrialisation of the country.

Challenges

Despite the optimistic growth estimates, various obstacles may limit the global starch industry. One of the key challenges is the volatility of raw material prices, particularly for maize and wheat. This has the potential to significantly impact the profitability of starch makers.

Opportunities

The global starch market presents several opportunities for manufacturers and investors. The creation of new starch products with improved functional qualities is one of the main areas of concentration. For instance, the food sector has a strong need for modified starches that can endure high temperatures and have better water solubility. Further, the per capita consumption of starch in India is very low against the world average and is just 25% of China, our neighbouring Country. Such a big gap leaves a lot of scope for the Indian starch industry to grow in the coming decades. Another opportunity lies in the expansion of industrial applications of starch. Starch-based products are used in a number of industries, including paper, textiles, and adhesives, especially in biodegradable packaging as a substitute for plastics. This presents a significant growth potential for the starch industry.

Outlook

The starch industry is expected to witness significant growth in the coming years. The implementation of new technologies and innovative solutions will drive the markets revenue generation and increase its market share by 2028. The industrial starch market is highly fragmented, with many local, regional, and international players competing for market share. The demand for starches is increasing in tandem with the rapid development of the food industry. Starches offer many functional benefits to various foods, such as bakery items, snacks, beverages, and nutritional foods. Currently, the market offers a diverse range of starches, including native starches, modified starches, malt dextrin, sorbitol, starch-based sugars, and others. These starches have expanding applications, primarily in the beverage and confectionery industries and the pharmaceutical, health care and fermentation industries, amongst others.

Company overview

Sukhjit Starch and Chemicals Limited (Sukhjit) was incorporated in the year 1943 by two judicious young entrepreneurs who saw the enormous potential of Maize and set up a Corn Wet Milling facility in Punjab. Since its humble beginning with 1800 TPA of corn grind, Sukhjit has expanded through judicious and innovative utilisation of its unique traditions to meet the challenges of the future. From a modest beginning of 1,800 TPA of Corn Grind in 1943, the Company has grown to around 550,000 TPA of Corn Grind spread across four manufacturing locations within India and is one of the market leaders of the starch industry.

The Companys more than 75 years of technical competence ensures the finest end-use adaptation. Along with Native Starch, the Company also produces Modified Starches, Dextrins, Liquid Glucose, HMS, Malto-Dextrin, Mono-Hydrate Dextrose, Anhydrous Dextrose, Sorbitol-70% Solution, and a variety of by-products to serve a wide range of Industries.

Sukhjit has recently completed the New Unit in Punjab with a maize grinding capacity of 600 TPD and the Mega Food Park project with a total CAPEX of over $ 40 million. CRISIL Ratings Limited has assigned the Company credit ratings of CRISIL A1 (A One) for short-term debts and CRISIL A +/STABLE for long-term debts, confirming its market-leading creditworthiness.

Financial performance
(Rsin Crores)
FY23 FY22
Revenue from operations (in •crore) 1,435.25 1,156.76
Other income (in •crore) 1.72 1.64
Total income (in •crore) 1,436.97 1,158.40
Profit before tax (PBT) (in •crore) 92.74 107.41
Profit after tax (PAT) (in •crore) 70.14 77.29
Basic Earnings Per Share (EPS) (In _) 44.90 49.47
Diluted Earnings Per Share (EPS) (In _) 44.90 49.47

Human resource

Human resources are an essential component for the Companys long-term success. In order to attract, retain, and develop its talent pool, the Company has endlessly identified potential, offered training, and upheld the golden rule of rewarding performance. With the objective of cultivating a highly productive work environment, the Company empowers all employees to reach their full potential and encourages their professional and personal growth. The Company prioritises the well-being of its teams and promotes a healthy work-life balance. Additionally, the Company actively engages in various skill-development initiatives, fostering a culture of continuous learning and growth for both employees and the organisation as a whole.

Research and development (R&D)

The Company has a strong R&D arm and because of this, it is in a position to be the preferred choice of the customers. The Companys R&D is centred at Phagwara and is a resource centre for all its units. The R&D program already carried out by the Company has started bearing fruits and Maize growing has started gaining ground in the State of Punjab. Procurement of Maize from the State is increasing year over year. The Company has spent about Rs. 62.15 lakh during the year compared to Rs. 46.58 lakh during the previous year, in pursuit of improving the quality of the product line, developing new products and improving their applications.

Corporate social responsibility (CSR)

As a responsible corporate citizen, the Company aspires to pursue CSR projects that are replicable, scalable, and sustainable with a significant multiplier impact on society and the environment. Continuous efforts are made to enhance operational effectiveness, optimising the use of natural resources and reducing the carbon footprint. At Sukhjit, sustainability is embedded in its business strategy and is dedicated to environment-friendly business practices across its value chain.

Risk management

The Companys Risk Management framework stands as a beacon, guiding its operations through unpredictable threats. It embraces the essence of good corporate governance, recognizing the vital role of risk management and internal control in nurturing sustainable growth and financial stability. The policy extends its protective wings over every aspect of the Company, fostering a culture that embraces risk awareness, immediate reporting, and effective mitigation measures. From the vast landscape of external factors, including economic fluctuations, regulatory landscapes, and technological evolution, to internal risks like operational challenges and market uncertainties, the policy casts a watchful eye. It empowers the entire management team to shoulder the responsibility of risk management, driving them to identify, mitigate, and navigate potential pitfalls.

Under the guidance of a diligent Risk Management Committee and the oversight of the Board of Directors, the Company implements a comprehensive policy. The framework strategically safeguards its objectives by incorporating measures such as location decisions, customer diversification, stock management, and compliance. Through its commitment to risk management, it cultivates an environment of continuity and prosperity, ensuring the best interests of its stakeholders are upheld with grace and diligence as it navigates forward.

Internal control systems and adequacy

The Company has strong internal control mechanisms in place to guarantee that all transactions are properly documented and reported on time and that all assets are secured against loss due to unauthorised use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions are taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues (if any) raised by both the Internal Auditors and the Statutory Auditors.

Cautionary statement

The Management discussion and analysis report contains forward looking statements based upon the data available with the Company, assumptions with regard to economic conditions, government policies and so on. Despite the Managements continuous monitoring of the market conditions and other factors, the Company cannot guarantee the accuracy of assumptions and performance of the Company in future. Therefore, the actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statement. The Company assumes no responsibility to publically amend, modify or revise any forward looking statement, on the basis of any subsequent development, information or event.

Corporate Governance Report

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 :

1. BRIEF STATEMENT ON COMPANYS PHILOSOPHY

The Company believes in adopting the best practices in the area of Corporate Governance, which provide a structure that endeavors to protect the interest of all concerned, by ensuring that the enterprise adheres to ethical standards, various governing laws and accepted best business practices. The Company emphasizes on the need for full transparency and accountability in all its transactions, in all fairness to the interests of its stakeholders. The company has always remained prompt and regular in discharging its statutory obligations and duties for which the Company is having strong systems and processes to ensure full and timely compliance with all legal and regulatory requirements.

2. BOARD OF DIRECTORS

An effective Board is a pre-requisite for strong and effective corporate governance. The Board of Directors of the company is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of its stakeholders. The members of the Board meet regularly to discuss key operations of the Company, decide timely actions and direct the executive management accordingly. The Board comprises directors from diverse back grounds with rich experience in business / industry enabling the Board to appropriately guide and direct the Company to perform effectively and efficiently. The key senior management persons are also invited to the Board meetings with their presentations on the working of the Units of the Company or its subsidiaries, to keep the members of the Board fully updated with the latest developments in the business of the Company & add value to their decision making process. The Board has an appropriate composition of executive, non-executive and independent directors to maintain independence and full transparency in the working of the Board of Directors of the Company. The Board has constituted various committees of Directors and the meetings of the Board and Committees thereof have been held as frequently as required for proper and effective control over the affairs of the Company.

It is confirmed that in the opinion of the Board, the Independent Directors are independent of the management and fulfill the conditions specified in the SEBI (LODR), 2015.

The Composition of the Board and category of Directors as on March 31, 2023 are given hereunder:

Category

Name of Directors

No. of Shares held
Shri K.K. Sardana - Managing Director 1482953

Promoter / Executive Directors

Shri M.G. Sharma - Executive Director (Fin) & CFO

5320
Non-Executive Promoter Smt. Manjoo Sardana - Chairperson 1716097
Directors Smt. Shalini Umesh Chablani 96814
Shri Tarsem Singh Lally Nil
Shri Ranbir Singh Seehra 3000
Independent Directors
Shri Saravjit Singh Hothi Nil
Shri Vikas Uppal 2500

As on 31st March, 2023, none of the Directors of the Company were related to each other, as per the provisions of The Companies Act, 2013.

During the Financial Year 2022-23, Eight (8) Board Meetings were held on 21/05/2022, 30/05/2022, 08/07/2022, 13/08/2022, 14/10/2022, 05/11/2022, 05/12/2022 & 10/02/2023.

Familiarisation Programme for Independent Directors :-

The Independent Directors are provided with necessary documents, reports and other relevant information to enable them to familiarise with the Companys procedures and practices. The Independent Directors are provided with unit wise information, to enable them to have full understanding of manufacturing operations & business of the Company and the industry in which it operates. Periodic presentations are made at the Board Meetings on the performance updates of the Company, business strategy and attendant risks with probable steps to mitigate them. Details of the familiarization programme for the Independent Directors are available on the website of the Company- https://www. sukhjitgroup.com/familarisation-programme-for-independent-directors The composition of the Board of Directors and their attendance at the meetings during the year with the number of Directorships / Committee positions held by them as on 31st March, 2023 are as under:

Name of the Director

Category of Directorship

Number of Board Meetings Attended No. of the Directorships held in other Indian public limited Companies

No. of the Committee Positions held in other Indian Public limited Companies Chairman Member

Whether attended last AGM
Non-Executive 8 -- -- -- Y
Smt. Manjoo Sardana
Chairperson
Shri K.K. Sardana Managing Director 8 2 -- 2 Y
Executive Director(Fin) 8 -- -- -- Y
Shri. M.G. Sharma
& CFO
Shri Tarsem Singh Lally Independent Director 7 1 1 -- N
Shri Ranbir Singh Seehra Independent Director 7 5 -- 3 N
Shri Saravjit Singh Hothi Independent Director 7 1 2 -- N
Shri Vikas Uppal Independent Director 7 1 1 1 Y
Smt. Shalini Umesh Non Executive Director 7 1 -- 1 N
Chablani

Details of name of other listed entities where Directors of the Company are Directors and the category of Directorship as on 31st March, 2023 are as under :

Name of Director

Name of other listed entities in which the concerned Director

Category of Directorship

Shri Ranbir Singh Seehra G N A AXLES LIMITED Whole time Director & CEO
(DIN: 01572708)
Shri Saravjit Singh Hothi G N A AXLES LIMITED Non-Executive Independent
(DIN: 09182046) Director

As required under the provisions of Schedule V(C)(2)(h) of the SEBI (LODR) Regulations, 2015, the Board of Directors has identified the core skills/ expertise/ competencies as required in the context of its business(es) for efficient functioning and those actually available with the Board members :-

(a) Planning & Strategic Management

(b) Financial Management

(c) Business Leadership

(d) Project Management

(e) Corporate Governance & Compliance

(f) Marketing & Sales

(g) Administration & Human Resource Management

(h) Technology and Innovations (i) Risk Management

In the table below, the specific area of focus or expertise of individual board members have been highlighted :

Name of Director

Planning & Strategic Manage- ment Financial Manage- ment Business Leader- ship Project Manage- ment Corporate Governance & Compli- ance Market- ing & Sales Admini- stration & Human Resource Manage- ment Techno- logy and Innov- ations Risk Manage- ment
Smt. Manjoo Sardana v v v v v
Sh. K.K. Sardana v v v v v v v v v
Sh. M.G. Sharma v v v v v v v v
Sh. Tarsem Singh Lally v v v v v v v v
Sh. Ranbir Singh v v v v v v v v v
Seehra
Sh. Saravjit Singh Hothi v v v v v v
Sh. Vikas Uppal v v v v v v v v
Smt. Shalini Umesh v v v v
Chablani

Note: Directors may possess varied combination of skills/ expertise in different proportions within the described set of parameters listed herein above.

3. COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees with an adequate delegation of powers :

(i) Audit Committee :

The role of Audit Committee covers the areas mentioned under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 or other matters as may be referred by the Board of Directors from time to time. These, inter-alia, include to oversee the capital & revenue budgets of the Company, oversee the Companys financial reporting process, review with the management the adequacy of internal control systems, hold discussions with auditors about the internal control systems and scope of audit including observations of the Auditors, review companys financial & risk management policies and review with the management the quarterly, half yearly & annual financial statements before submission to the Board. The composition of the Audit Committee is given below :

Shri Ranbir Singh Independent Director
Seehra (as Chairman)
Independent Director
Shri Vikas Uppal
(as member)
Independent Director
Shri Saravjit Singh Hothi
(as member)
Executive Director
Shri M.G. Sharma
(Fin) & CFO (as member)

The details of meetings of Audit Committee held during the year are given below :

Meetings held during the year Meetings attended
Shri Ranbir Independent 06 06
Singh Seehra Director
Shri Vikas Independent 06 06
Uppal Director
Shri Saravjit Independent 06 06
Singh Hothi Director
Executive 06 06
Shri M.G.
Director (Fin)
Sharma
& CFO

(ii) Corporate Social Responsibility (CSR) Committee :

The CSR Committee has been constituted in consonance with section 135 of The Companies Act, 2013, Schedule VII thereto and the rules made thereunder. The Composition of CSR Committee during F.Y. 2022-23 comprised of Shri K. K. Sardana as its chairman, Shri Vikas Uppal and Sh. Saravjit Singh Hothi as the members. The Committee has been formed to assist the Board in discharging its social responsibilities by way of formulating and monitoring the implementation of the CSR Policy of the Company and recommending / budgeting the amount of expenditure to be incurred on CSR activities with due control over the expenditure to meet the intended objectives. The Committee also approves the Corporate Sustainability report and oversee the CSR activities.

The details of meetings of CSR Committee held during the year are given below :

Meetings held during the year Meetings attended
Shri K.K. Managing 04 04
Sardana Director
Shri Vikas Independent 04 03
Uppal Director
Shri Saravjit Independent 04 04
Singh Hothi Director

(iii) Stake Holders Relationship / Grievance Committee :

The Stake Holders Relationship / Grievance Committee comprised of Shri Ranbir Singh Seehra as its Chairman, Shri K.K. Sardana & Shri Saravjit Singh Hothi as the members. The Committee has been formed to take care of stakeholders/ investors relationship, redress the Investors Grievances or their complaints (if any) expeditiously, review the measures taken for effective exercise of voting rights by shareholders and other initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company.

Shri Aman Setia, Vice President (Finance) & Company Secretary is the Compliance officer for complying with the requirements of SEBI, Stock Exchange(s), Registrar of Companies and provisions of the Companies Act, 2013 etc. with respect to implementation of various clauses, rules, regulations and other directives of such authorities.

The Company has not received any complaint during the year, from its shareholders.

The details of meetings of Stake Holders Relationship / Grievance Committee held during the year are given below :

Meetings held during the year Meetings attended
Shri Ranbir Independent 04 04
Singh Seehra Director
Shri K.K. Managing 04 04
Sardana Director
Shri Saravjit Independent 04 04
Singh Hothi Director

(iv) Nomination & Remuneration Committee :

The Board has constituted a Nomination & Remuneration Committee comprising of Shri Ranbir Singh Seehra as its Chairman, Shri Vikas Uppal and Shri Saravjit Singh Hothi as the members. The role of the Committee covers the areas mentioned under section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR), 2015 read with Part D of Schedule II of the regulations.

The details of meetings held by Nomination & Remuneration Committee are given below:-

Meetings held during the year Meetings attended
Shri Ranbir Independent 03 03
Singh Seehra Director
Shri Vikas Independent 03 03
Uppal Director
Shri Saravjit Independent 03 03
Singh Hothi Director

The Remuneration Committee inter-alia deliberated the following matters during the year : (a) Recommendation for the reappointment of Sh. Kuldip Krishan Sardana as Managing Director of the Company, who retired by rotation and was reappointed in the Annual General Meeting of the Company.

(b) Recommendation for the re-appointment of Smt. Shalini Umesh Chablani as a Non Executive Director of the Company w.e.f 20.01.2023 to 30.08.2026.

(c) Recommendation for the revision in the remuneration / annual increment to the Senior Executives / KMPs of the Company.

(d) Consideration of performance of Non-Independent Directors, Non-Executive Chairperson and the entire Board of Directors of the Company.

Remuneration to Directors :

During the year, there was no financial / commercial transaction with any non-executive director of the Company except the stipulated remuneration paid to them as Directors.

(a) Detail of remuneration of Executive Directors during the financial year is given below:-

(Amount in H Lacs)

Name

Salary Commission Perquisite Value Retirement Benefits Sitting Fees Total
Sh. K.K. Sardana 83.40 45.70 13.19 6.70 -- 148.99
Sh. M.G. Sharma 39.89 -- 2.04 1.49 -- 43.42

(b) Detail of remuneration of Non-Executive Directors during the financial year is given below:-

(Amount in H Lacs)

Name

Salary Commission Perquisite Value Retirement Benefits Sitting Fees Total
Smt. Manjoo Sardana -- 15.23 -- -- 0.63 15.86
Smt. Shalini Chablani -- 15.23 -- -- 0.63 15.86
Sh. Tarsem Singh Lally -- 5.00 -- -- 0.63 5.63
Sh. Ranbir Singh Seehra -- 5.00 -- -- 0.63 5.63
Sh. Vikas Uppal -- 5.00 -- -- 0.63 5.63
Sh. Sarvjit Singh Hothi -- 5.00 -- -- 0.63 5.63

The Company has been paying commission to the Non-Executive Directors @ 1% of the net profits of the company, computed under section 197/198 of the Companies Act, 2013, with a cap of H 5 lacs in a year for each Independent Director of the Company, as per the necessary approvals / sanctions obtained by way of a special resolution passed by the shareholders of the Company. Non-Executive Directors are also paid Sitting Fees besides out of pocket expenses / traveling expenses incurred in connection with attending the said meetings. The Company does not have any Stock Option Scheme nor it has paid any amount to its directors on account of service contracts, notice period and severance fees.

Remuneration Policy :

The Remuneration Policy is aimed to motivate and reward the performance of the employees based on the periodical appraisal / achievements of the personnel. It follows the practices prevailing in the companies of its size and the industry in general to retain and attract talent and improve the quality of human capital and better the performance of its employees, with a view to run the Companys operations efficiently, effectively and profitably. The detailed remuneration policy is available on the website of the company at https://www.sukhjitgroup.com/ remuneration-policy-for-directors-kmps-other-executives

4. GENERAL BODY MEETINGS

The details of locations and time for the last three Annual General Meetings are given below:

Date Location

Time

Special Business / Special Resolutions passed

12/08/2022

Regd. Office Phagwara

10.00 A.M.

1. Re-appointment of Smt. Shalini Umesh Chablani as Non-Executive Director.

2. Increase / revise the salary of Sh. Dhiraj Sardana, Sr. Vice President & CEO Unit(s).

3. Increase / revise the salary of Sh. Bhavdeep Sardana, Sr. Vice President & CEO Unit(s).

4. To ratify Remuneration of Cost Auditors.

06/08/2021

Regd. Office Phagwara

10.00 A.M.

1. Reappointment of Sh. M.G. Sharma as Executive Director (Fin) & CFO of the Company.

2. Appointment of Sh. Saravjit Singh Hothi as Non- Executive Independent Director.

3. Shift the Registered office of the Company outside the local limits of the city and within the same Tehsil/District of the same state of Punjab.

4. To ratify Remuneration of Cost Auditors.

Date

Location

Time

Special Business / Special Resolutions passed

13/08/2020

Regd. Office Phagwara

10.00 A.M.

1. Appointment of Sh. Vikas Uppal as Non- Executive Independent Director.

2. Appointment of Smt. Shalini Umesh Chablani as Non-Executive Director.

3. Appointment of Sh. Tarsem Singh Lally as Non- Executive Independent Director.

4. Resolution for alteration in the Articles of Association (AOA) of the Company.

5. To ratify Remuneration of Cost Auditors.

Further, the shareholders have approved the following business by way of special resolutions passed through postal ballot / remote E-voting, in the month of November, 2022 :

- Sale of land, building & other fixed assets of the unit of the Company at sarai road, Phagwara

- Increase / revise the salary of Sh. Puneet Sardana, Sr. Vice President Operations Unit(s) of the Company.

- Increase / revise the salary of Sh. Pankaj Sardana, Sr. Vice President Operations Unit(s) of the Company.

There is no resolution, which is statutorily required to be passed through postal ballot at the Annual General Meeting to be held on 11th August, 2023.

The Board had appointed M/s P.S. Rally & Associates, a Practicing Company Secretary, Membership No. 6861, as the Scrutinizer for conducting & Scrutinizing the e-voting process in a fair & transparent manner, as per the procedure laid down under the Companies Act, 2013 read with rules made there under.

5. DISCLOSURES

(i) Disclosures on materially significant related party transactions : The Company has not entered into any material transaction with its Promoters, Directors, Key Managerial Personnel or their Relatives which could have potential conflict with the interest of the Company. However, the transactions with subsidiary companies are in the ordinary course of business and are at arms length price, in terms of IND AS-24 and given in the Notes to Accounts forming part of the Annual Report. The Company, otherwise, holds 100% equity of two subsidiaries and 96.17% of the third. (ii) The Company has duly complied with the guidelines of SEBI and / or other Statutory Authorities related to capital market. There is no penalty imposed or strictures passed against the Company by any of the above Authorities during the last three years.

(iii) Whistle Blower Policy : Your Company believes in fair & transparent conduct of its affairs and sets high standards following good and ethical Corporate Governance practices. Pursuant to the provisions of Section 177 of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated its Whistle Blower Policy to establish a Vigil Mechanism for the Directors and the Executives / Employees to report genuine concerns in the phase of its commitment to open communication & ensure good Corporate Governance. This policy intends to act as a neutral and unbiased forum of the Company for the Directors, employees and its stakeholders.

During the year under review, no employee was denied access to the Audit Committee.

(iv) Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015: (a) Pursuant to the said regulations, the Company has established appropriate mechanism to prohibit the insider trading activity.

(b) Company has devised a Code of Conduct to regulate, monitor & report the trading in shares of the Company by designated persons. (c) The Company has in place appropriate Procedures for preserving / timely disclosure of the unpublished price sensitive information. (d) The Company maintains requisite communication with designated employees to apprise / update them about their obligations under the Insider Trading Regulations.

(e) The Prevention of Insider Trading Code is reviewed and amended suitably from time to time to incorporate the amendments, if any, made by SEBI.

(v) The Company has complied with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended upto date).

6. MEANS OF COMMUNICATION

The Companys Quarterly results are published in the newspapers (daily published) as per the requirement of listing agreement and are also displayed on the website of the Company (www.sukhjitgroup.com). Quarterly compliance reports, offcial news releases, demat Status reports, shareholding pattern & other required information are duly communicated / submitted to the Stock Exchange within the prescribed time. The presentation(s) for Investors have been placed on the websites of the stock exchanges i.e. (www.bseindia.com) & (www.nseindia.com) and the Companys website (www.sukhjitgroup.com). The Company periodically hosts concall(s) with Institutional / other investors & financial analysts etc. for discussing & communicating the business philosophy of the Company, sharing the latest developments and addressing their queries & questions for better understanding of the Companys operations and its performances.

7. GENERAL SHAREHOLDERS INFORMATION

(a) Annual General Meeting Date, Time & Place

11th August, 2023 at 10.00 A.M. at the Registered Office of the Company at Phagwara.

(b) Financial Year 2022-2023
(c) Date of Book Closure 05.08.2023 to 11.08.2023 (both days inclusive)
(d) Listing on Stock Exchange National Stock Exchange & Bombay Stock Exchange
(e) Stock Symbol (NSE) SUKHJITS (Listing fee as applicable has been paid)
(f) Stock Code (BSE) 524542 (Listing fee as applicable has been paid)
(g) CIN L15321 PB1944 PLC 001925
(h) Registrars & Share Transfer Agents The Share Transfers are executed by M/s. Skyline Financial
Services (Pvt.) Ltd., D-153 A, Ist Floor, Okhla Industrial Area,
Phase-1, New Delhi - 110020 Phone No. (011) 26812682
E-mail ID : admin@skylinerta.com

(i) Dematerialization of Shares

The Companys 1,52,71,155 Equity Shares are held in dematerialized form on NSDL & CDSL. i.e. 97.75% of equity capital as on 31.03.2023 which include 1,03,43,754 shares held by promoters (100% in Demat form) and 49,27,401 shares held by public (93.35% held in Demat form).

(j) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion However the data and likely impact on equity.

The Company has not issued any GDRs / ADRs / Warrants during the year under reference.

(k) Unpaid Dividends

As per Sections 124 and 125 of the Companies Act, 2013 (the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) / (IEPF Rules), the dividends, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). Further, according to the Act read with the IEPF Rules, all the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more are also required to be transferred to the demat account of the IEPF Authority. The Company has been sending separate & regular communications to the shareholders (at their registered addresses with the Company), requesting them to claim their dividends in order to avoid transfer of shares / dividends to the IEPF.

Pursuant to the above, the company has transferred the followings during FY 2022-23:

-- Rs10,68,045/- as unpaid/unclaimed dividend for FY 2014-15 to the Investor Education and Protection Fund (IEPF).

-- Rs10,92,495/- as unpaid/unclaimed interim dividend for FY 2015-16 to the Investor Education and Protection Fund (IEPF).

-- 8,592 shares to the demat account of the IEPF Authority on which dividend has not been paid / claimed by the shareholders for 7 (seven) consecutive years or more.

The details of unclaimed dividends which are due for transfer to the IEPF account are given hereunder :

Dividend for Financial Year

Date of Declaration Due date for Deposit
2016-2017 27.07.2017 26.07.2024
2017-2018 08.08.2018 07.08.2025
2018-2019 (Interim Dividend) 06.02.2019 05.02.2026
2019-2020 13.08.2020 12.08.2027
2020-2021 06.08.2021 05.08.2028
2021-2022 (Interim Dividend) 11.02.2022 10.02.2029
2022-2023 (Interim Dividend) 05.12.2022 04.12.2029

Details of the unclaimed dividend and shareholders whose shares are also liable to be transferred to the IEPF Authority are available on the website of the Company.

(l) Unclaimed Shares Demat Suspense Account : In terms of SEBI (LODR) Regulations, 2015, the Company reports as under :

Dividend for Financial Year

No. of Share Holders No. of Equity Shares

Aggregate number of shareholders and the outstanding shares in the suspense account lying on the date of opening of the suspense account

500 1,28,244

Number of shareholders who approached the Company for transfer of shares from suspense account during the year

1 100

Number of shareholders to whom shares were transferred from the suspense account during the year

1 100

Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31st March, 2023

449 1,28,144

The voting rights on the shares outstanding in the suspense account on 31st March, 2023 shall remain frozen till the rightful owners of such shares stake their claim to the shares.

(m) Address for Correspondence/ Registered Office

The Sukhjit Starch & Chemicals Ltd.

Sarai Road, Phagwara, Distt. Kapurthala (Pb.) Ph. : (01824) 468800 Fax : (01824) 261669 E-mail : sukhjit@sukhjitgroup.com Website : www.sukhjitgroup.com (n) Distribution of Shareholding as on 31.3.2023:

(I) Category

No. of Shares Percentage
1. Promoters (including 9,83,140 shares of NRIs) 1,03,43,754 66.21%
2. Corporate Bodies 1,19,698 0.77%
3. NRIs / FFIs / OCBs 2,94,461 1.88%
4. General Public 48,64,087 31.14%
Total No. of shares 1,56,22,000 100.00%

(II) Category wise Distribution of Shares of the Company as on 31.03.2023

Category of Shares

No. of Shares Percentage to total Shares No. of Shareholders Percentage to total Shareholders
1-500 6,54,220 4.19 5755 82.39
501-1000 3,99,430 2.56 535 7.66
1001-5000 19,08,425 7.03 506 7.25
5001-10000 6,04,715 3.87 84 1.20
10001-20000 5,29,368 3.39 37 0.53
20001-50000 10,61,289 6.79 31 0.44
50001-100000 13,08,658 8.38 18 0.26
100001- above 99,65,895 63.79 19 0.27
Total 1,56,22,000 100.00 6,985 100.00

(o) Share Transfer System :

97.75% of the equity shares of the Company are in electronic form, transfer of which is done through the depositories with no involvement of the Company. As regards transmission or transposition of shares held in physical form, the requisite documents can be lodged with our RTA or at the registered officethe Company. The transmission or transposition of shares in physical form is normally processed within ten to twelve working days from the date of receipt, if the documents are complete in all respects. However, the transfer of shares held in physical form cannot be processed w.e.f. 1st April, 2019 in terms of Regulation 40 of SEBI (LODR) Regulations, 2015 (as amended). The Share Transfer Committee, periodically approves the transfers, under the authority of the board, which are noted by the board at its subsequent meetings.

(p) Commodity price risk or foreign exchange risk and hedging activities if any have been discussed under Management Discussion and Analysis Report forming part of the Directors Report.

(q) Market Price Data : High / low quotations on the Bombay Stock Exchange during each month for the Financial year 2022-2023 & performance in comparison to BSE Index :

Month

BSE INDEX

MARKET PRICE (J)

High Low High Low
April, 2022 60845.10 56009.07 617.00 510.00
May, 2022 57184.21 52632.48 569.00 400.50
June, 2022 56432.65 50921.22 486.95 381.10
July, 2022 57619.27 52094.25 550.00 425.00
Aug, 2022 60411.20 57367.47 547.00 450.00
Sept, 2022 60676.12 56147.23 500.00 425.00
Oct, 2022 60786.70 56683.40 480.00 418.00
Nov, 2022 63303.01 60425.47 459.00 366.00
Dec, 2022 63583.07 59754.10 472.00 395.00
Jan, 2023 61343.96 58699.20 470.00 413.20
Feb, 2023 61682.25 58795.97 450.00 386.00
March, 2023 60498.48 57084.91 400.25 359.90

Market Price Data : High / low quotations on the National Stock Exchange during each month for the Financial year 2022-2023 & performance in comparison to NSE Index :

Month

NSE Nifty MARKET PRICE (J)
High Low High Low
April, 2022 18114.65 16824.70 -- --
May, 2022 17132.85 15735.75 -- --
June, 2022 16793.85 15183.40 -- --
July, 2022 17172.80 15511.05 -- --
Aug., 2022 17992.20 17154.80 -- --
Sep., 2022 18096.15 16747.70 -- --
Oct., 2022 18022.80 15855.55 -- --
Nov., 2022 18816.05 17959.20 442.75 365.55
Dec., 2022 18887.60 17774.25 474.55 395.00
Jan., 2023 18251.95 17405.55 469.55 412.30
Feb., 2023 18134.75 17255.20 452.85 385.00
March, 2023 17799.95 16828.35 402.95 360.30

Note: The equity shares of the Company were listed on the National Stock Exchange (NSE) in the month of Nov., 2022.

8. LOCATION OF PLANTS

(i) Sukhjit Corn Products

(A unit of The Sukhjit Starch & Chemicals Ltd.) Rehana Jattan, Teh. Phagwara (Pb.) Phone No. (01824) 518800 Fax No. : (01824) 261669 Email : scp@sukhjitgroup.com

(ii) Sukhjit Starch Mills

(A unit of The Sukhjit Starch & Chemicals Ltd.) Armour Road, Mubarak Nagar, Nizamabad (Telangana) Phone No. (08462) 237568, 237521 Fax No. (08462) 239330 E-mail : sukhjit.starch@gmail.com

(iii) Sukhjit Starch Industries

(A unit of The Sukhjit Starch & Chemicals Ltd.) WBIIDC Growth Centre, N.H. 34, Narayanpur, MALDA (W.B.) Phone No. (03512) 263027, 263029 Fax No. (03512) 263026 E-mail : sukhjitmalda@gmail.com

(iv) The Sukhjit Agro Industries

(A unit of The Sukhjit Starch & Chemicals Ltd.) Village Bathu (Gurplah) Tehsil Haroli, Distt. UNA (H.P.) Phone No. 9816649399 E-mail : sukhjitagro@gmail.com