undefined share price Directors report


for the year ended 31st March, 2023

Your Directors have the pleasure of presenting their report as a part of the 47th Annual Report, along with the Audited Accounts of the Company for the year ended 31st March, 2023.

Financial results

The financial results of the Company are summarised below: (Rs. in Lakhs)

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Revenue from operations 466586.17 484602.68 466586.17 484602.68
Profit before finance costs, tax, depreciation and amortisation, 57511.91. 74760.92 57483.12 73271.36
exceptional items and other comprehensive income
Less: Finance costs 4864.68 3086.89 4864.68 3086.89
Less: Depreciation and amortisation expense 12950.30 11386.49 12950.30 11386.49
Profit before share of profit of associates, exceptional items - - 39668.14 58797.98
and tax
Add: Share of profit of associates - - 1163.33 1194.09
Profit before exceptional items and tax 39696.93 60287.54 40831.47 59992.07
Add/(Less): Exceptional items - 5273.75 - (120.37)
Profit before tax 39696.93 65561.29 40831.47 59871.70
Less: Tax expense 12143.77 14095.52 12414.77 13408.15
Profit for the year 27553.16 51465.77 28416.70 46463.55
Other comprehensive income (net of tax) (622.33) (361.79) (626.69) (367.02)
Total comprehensive income for the year 26930.83 51103.98 27790.01 46096.53

Dividend and its Distribution Policy

In terms of the Dividend Distribution Policy of the Company, the Board of Directors of the Company had declared an interim dividend of 250% (i.e. Rs..50 per share on Equity Shares of the face value of Rs./- each) for the Financial Year ended 31st March, 2023. Total outgo on the interim dividend was R5084.36 Lakhs. The said Policy is available on the website of the Company 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 March, 2023 and accordingly, the interim dividend paid during the year shall be treated as final dividend.

Reserves and surplus

The Company has transferred an amount of RS.0000.00 Lakhs to the General Reserve.

Operations

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

Particulars

Sugar Season

Financial Year

2022-23 2021-22 2022-23 2021-22
Sugarcane crushed (Lakhs quintals) 1030.05 888.31 936.63 885.42
Sugar produced (Lakhs quintals) ** 97.58 * 90.58 ** 88.33 * 90.96
Sugar Recovery (%) ** 9.47 * 10.20 ** 9.43 * 10.27

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

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

Change in Nature of Business

There is no change in the nature of the business of the Company during the financial year.

Non-Convertible Debentures

The Board of Directors of the Company at their meeting held on 11th February, 2023 has approved the issuance of 14000 Senior, Unlisted, Secured, Redeemable, Rated Non-Convertible Debentures (NCDs) of face value of Rs. Lakh each on private placement basis to HDFC Bank Limited in compliance with the applicable circulars issued by the Securities and Exchange Board of India on issuance of debt-securities by large corporates. The aggregate value of the NCDs as on 31st March, 2023 was RS.4000.00 Lakhs.

Industry scenario and outlook

India began the sugar season 2022-23 (October to September) with an opening inventory of around 7.0 MMT (Metric Million Tonnes), restated from 5.5 MMT by Government of India. Sugar production for the current season is estimated at 32.8 MMT, around 3.0 MMT lower than the previous seasons production of 35.8 MMT. Current years production estimate is net of sugar sacrifice of around 4.0 MMT towards Ethanol (last year 3.4 MMT).

Maharashtra, Uttar Pradesh (UP) and Karnataka as usual remains the three largest sugar producing states and are expected to produce ~10.5 MMT, 10.5 MMT and 5.8 MMT of sugar in the ongoing season in comparison to the previous seasons production of 13.7 MMT, 10.2 MMT and 6.2 MMT respectively.

The reason for lower production in Maharashtra is owing to higher ratoon crop and uneven distribution of rainfall resulting in lower production.

Uttar Pradesh is expected to produce marginally higher sugar than last year on account of higher acreage and better yield.

In Karnataka likewise Maharashtra, lower yield led to lower production.

Sugar exports in the current season is expected to be around 6.1 MMT as compared to ~11.1 MMT in previous season.

The domestic demand for sugar is expected to be around 28.0 MMT as compared to 27.4 MMT in the previous season. The demand of 28.0 MMT will be a new record for the Indian sugar industry.

As a result, the carry forward stock of sugar in the country as on 30th September 2023, is expected to be around 5.7 MMT or around two and half months of consumption.

Domestic sugar prices for UP based millers ranged between R33.00 and R 36.00 per kg through the course of the year.

There is worry on monsoon as El Nino fear is looming large across the Indian sub-continent and according to India Meteorological Departmet (IMD), major region that may get impacted are Maharashtra and partly Karnataka. However, there is enough availability for domestic consumption post sacrifice for Ethanol which would still warrant the country to export the surplus of sugar in order to maintain the inventory at similar levels.

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

The following policies were sustained:

• Fair & Remunerative Price (FRP) of sugarcane for the sugar season 2022-23 was revised to R305 per quintal from R290 per quintal in the previous season (linked to a basic recovery of 10.25%).

• State Advised Price (SAP) of sugarcane for the state of

Uttar Pradesh for the sugar season 2022-23 was kept same at R350 per quintal (for early maturing variety of sugarcane).

• Central Government announced export quota of 61 Lakh tonnes for the sugar season 2022-23 based on expected production (net of sugar sacrifice for Ethanol) after considering minimum closing inventory of 2.5 months of consumption.

• The pricing methodology for ethanol remained unchanged. Ethanol prices are announced annually by the Central Government based on a formula, which factors in the price of sugar and FRP of sugarcane to calculate ethanol procurement prices. Ethanol prices are delinked from crude or petrol prices. Ethanol prices for the supply period from December 2022 to October 2023 were increased to R65.61, R60.73 and R49.41 per BL for ethanol produced from direct cane juice/sugar syrup, B-heavy molasses and C-heavy molasses routes respectively compared to R63.45 , R59.08, R46.66 per BL in the previous period (December 2021 to November 2022).

• The Oil marketing companies announced di_erential prices for ethanol produced from damaged/surplus food grains. For the supply period from December 2022 to October 2023 price for ethanol from damaged foods grains was raised to R55.54 per BL from R52.92 per BL and price of ethanol from FCI surplus rice was increased to R58.50 per BL from R56.87 per BL in the previous period (December 2021 to November 2022).

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

• A lower GST of 5% on ethanol.

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

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

The policy interventions by the Government have been supportive keeping in mind the health of the sugar sector. Still some measures are of importance to enable the industry to become self-su_cient.

• Increase the Minimum Selling Price (MSP) of sugar (which is a part of policy) to RS.8 per kg to cover all India average production cost of sugar. A proposal to raise MSP has been pending for approval at the Cabinet level.

• In order to increase ethanol blending percentage, more and more Ethanol is required to be produced by sacrificing sugar. To achieve higher sacrifice of sugar, syrup/juice-based Ethanol capacities needs to be created which requires higher capital investment. For that Ethanol prices to be set right to have desired level of returns on investment. A study has been done by an independent professional firm suggesting higher prices of Ethanol for Syrup/Juice-based Ethanol and the report has been submitted to the Government.

The Department of Food & Public Distribution, Government of India, had constituted a working committee to look into the aspect of sugar cane price rationalisation and other matters to present a long-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 2022-23 kickstarted with two fundamentals questions; the first one was how production in CS Brazil will pan out for the 2022-23 sugar year and the other one was how big would be the Indian exports without any govt subsidy support.

Finally, as the Brazilian session ended, it was found that CS Brazil had managed to end up with almost 33.8 million tons of sugar much above the previous year production of 32.1 million tons. The Indian exports however is in line with domestic demand-supply situation which is already well elaborated in the previous sections.

Meanwhile the 2022-23 Thailand crushing session also ended up recently and it had produced 11.0 MMT sugar for the 2022-23 crop year as compared to 10.1 MMT in 2021-22.

Chinese production came down almost at 9.0 MMT as compared to 9.6 million tons previous year and thus raised the potential of serious deficit for their domestic consumption. Pakistan production looks to be down almost by 10%. The scenario is no way better in EU and UK where production is estimated at 15.8 million tons as compared to 17.7 million tons in previous year.

It looks like in spite of a higher production in Brazil, overall global production may not see any growth as such whereas demand from net importing countries and overall population growth raise the consumption steadily.

As we are aware that the global geopolitical tensions and the Oil prices is forcing most of the energy importing nations to switch towards more ethanol/other renewable consumptions. This has invariably brought some tailwinds for sugar sectors. Moreover the lower acreage in relation to US Corn plantation is also another supportive thing for sugar price as this leads to more and more Brazilian millers switching towards ethanol production than Sugar from their current year sucrose contents.

So, it is expected that the forthcoming sugar season will have higher production from Brazil whereas the same could be compensated by lower production from India, Pakistan and Thailand. However higher consumption trend shows that the market will be evenly balanced with a minor surplus of ~0.5 MMT.

We strongly believe that the global sugar price will not have any negative surprise in the near to intermediate term rather on account of a higher consumption, it may see some strength in terms of price actions and could hover at current 23-25 c/lb levels with a bias for further upside above 26 c/lb levels even. Overall, the sugar sector across the globe will continue to have tailwinds in the days ahead.

BCMLs performance during FY 2022-23

Revenues earned from operations during the year stood at R466586.17 Lakhs as compared to R 484602.68 Lakhs for the previous year, lower by 3.7%. Revenues were lower on account of lower sugar volumes which was however partly o_-set by higher sugar realizations. The distillery segment also delivered stable performance. The Company earned a total comprehensive income of R26930.83 Lakhs during the year ended 31st March 2023 as compared to R51103.98 Lakhs in the previous year.

Segment-wise performance and outlook

Sugar

During the financial year ended 31st March 2023, sugarcane crushing stood at 936.63 Lakh quintals as compared to 885.42 Lakh quintals in previous year, an increase of 5.78% over previous year. This was on account of higher area under cane as well as higher yield at farm level which resulted in higher availability of sugarcane. Sugar recovery (net of sugar sacrifice under syrup and B-heavy route 2.12% as compared to sugar sacrifice under B-heavy route 1.84% last year) for the year stood at 9.43% as compared to 10.27% in previous year. During the FY 2022-23 the Company has diverted 616.29 Lakh quintals (65.8%) of sugarcane for producing B-heavy molasses as compared to 613.41 Lakh quintals (69.3%) in previous year, owing to which sugar recovery was lower. In addition, in FY 2022-23 Company diverted 85.79 Lakh quintals (9.2%) towards syrup route ethanol which was not the case last year, which resulted in higher sugar sacrifice. In the process Company sacrificed 19.9 Lakh quintals of sugar as compared to 11.3 Lakh quintals in previous financial year. Had there been no diversion sugar recovery for the year would have been 11.55% as compared to 11.55% in previous year. Company is working hard at the ground level with the farmers and societies towards varietal re-balancing and developing new varieties which can be beneficial for both the farmers and millers. The Company is providing farmers with necessary agro-inputs to increase the farm yield and support clean cane quality. Influential steps were also taken to educate the farmers on modern agricultural practices.

During the year, the Company sold 90.38 Lakh quintals of sugar as compared to 102.63 Lakh quintals in previous year. Sales for the current year include 14.00 Lakh quintals to merchant exporters for export as compared to 5.40 Lakh quintals in previous year. Domestic sugar realization for the year stood at R35.63 per kg as compared to R34.77 per kg in previous year. Blended sugar realisation (Domestic along with export) stood at R35.97 per kg as compared to R34.71 per kg in previous year.

Sugar inventory (including WIP) as on 31st March 2023 stood at 51.18 Lakh quintals valued at ~R33.71 per kg as compared to 53.27 Lakh quintals valued at ~R34.22 per kg in previous year.

Distillery

The Companys distillery segment delivered stable performance during the year. Company produced 2148.86 Lakhs BL of industrial alcohol during the year as compared to 1631.05 Lakhs BL during the previous year. Higher production was attributable to enhanced capacity from 560 KLPD to 1050 KLPD and higher cane availability which in turn led to higher feedstock for distillation. During the year Company expanded the distillery capacity at Balrampur from 160 KLPD to 330 KLPD and set up a 320 KLPD greenfield distillery at Maizapur. In addition, Company was able to run its distilleries at optimum capacity owing to zero liquid discharge status at all its distilleries. Company started ethanol production from syrup route this year at its two plants Balrampur and Maizapur and was able to produce 671.35 Lakhs BL through cane syrup route. Owing to start of ethanol production form syrup route, production from B-heavy route declined from 1329.54 Lakh BL to 1121.00 Lakh BL.

Ethanol sales during the year produced from B-heavy molasses stood at 1104.11 Lakh BL at an average realisation of RS.9.53 per BL as compared to 1459.48 Lakh BL at an average realisation of RS.8.13 per BL in previous year. Ethanol sales from molasses produced from C-heavy route stood at 64.21 Lakh BL at an average realisation of RS.7.96 per BL as compared to 109.98 Lakh BL at an average realisation of RS.5.96 per BL in previous year. Ethanol sales from syrup route was 503.84 Lakh BL at an average realisation of RS.5.61 per BL. Similarly, Ethanol sales from grain route was 36.52 Lakh BL at an average realisation of RS.2.92 per BL. Ethanol sales from molasses produced from C-heavy route was lower in the current year as the Company chose to produce and sale Ethanol produced from Syrup and B-heavy molasses route with an intent to sacrifice higher quantity of sugar. Blended realisation for industrial alcohol (including Ethanol, ENA etc.) sales stood at RS.5.30 per BL as compared to RS.3.38 per BL in previous year.

Cogeneration

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

From an operational perspective, power generated during the year stood at 7186.74 Lakh units as compared to 7271.56 Lakh units in previous year, a decrease of 1.17% as the Company decided to sell more bagasse outside than to use it to generate power in view of lowering of power tari_ by UPERC. Power exported to Uttar Pradesh Power Corporation Limited stood at 3168.92 Lakh units as against 3493.25 Lakh units in previous year, a decrease of 9.28%. Average realisation for the year stood at R3.42 per unit as compared to R3.30 per unit in previous year. The matter of reduction in tari_ by UPERC is under litigation and is pending at Honble High Court Allahabad.

Others

The Company also manufactures Granular Potash Fertilizer, Bio- Zyme, Bio-Pesticides for the healthy and salubrious growth of sugarcane and also provide soil health cards to the farmers by analysing the soil samples of the farmers. It produces mainly three products namely Granular Potash, Jaiv-Shakti and Paudh-Shakti. These products provide strength to sustain under the draught conditions, increases metabolism and root development. The Company sells these products to farmers at subsidised rates and to the Indian fertilizer giant, India Farmers Fertilizer Cooperative Limited (IFFCO). Revenues during the year stood at RS.449.40 Lakhs as compared to RS.944.99 Lakhs in previous year.

A detailed analysis of the Companys operations, expectations and business environment has been provided in the Management Discussion and Analysis section, which forms a part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on 31st March, 2023, the Company has one Associate Company, namely, Auxilo Finserve Private Limited (AFPL). The Company holds 43.93 percent shares in AFPL as on 31st March, 2023. AFPL is a Systemically Important Non-Deposit Accepting NBFC registered with Reserve Bank of India (RBI). The main objective of AFPL is to originate, provide and service loans to students pursuing education and provide ancillary services in relation to the said business activity and provide infrastructure or working capital loan to educational institutions.

During the Financial Year 2022-23, AFPL has earned revenue of RS.7826.10 Lakhs as compared to RS.719.23 Lakhs for the previous Financial Year and profit after tax of RS.574.74 Lakhs as compared to RS.256.79 Lakhs for the previous Financial Year. AFPL has registered growth of 104.45% and 104.87% in revenue and profit after tax over the previous Financial Year, respectively.

The Company does not have subsidiary or Joint venture companies.

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 Rules on accounting and disclosure requirements, as applicable, and as prescribed under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the "Listing Regulations"), the Audited Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement in Form

AOC-1 containing the salient features of the financial statements of the Companys Associate Company is also provided in this Annual Report.

The audited financial statements of the Company including the consolidated financial statements and related information of the Company are available on the website of the Company at www.chini.com. Since, the Company doesnt have any subsidiary, the requirement under Section 136 of the Act about separate financial statements does not apply to it.

Share Capital

During the year under review, the Board of Directors of the Company at its meeting held on 9th November, 2022, approved the buyback of equity shares, from the open market route through the stock exchanges, amounting to R145.44 crores (maximum buyback size, excluding transaction costs) at a price not exceeding R360 per share (maximum buyback price). The buyback was o_ered 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 16th November, 2022 and shall get completed on 15th May, 2023 (closing date of buyback). During this buyback period, the Company had bought back 2290755 (Twenty Two Lakhs Ninety Thousand Seven Hundred and Fifty Five) Equity Shares at an average price of RS.57.31 (Rupees Three Hundred Fifty Seven Thirty One Paisa Only) per Equity Share. Accordingly, the Company had deployed RS.1.85 Crores (excluding transaction costs) for the buyback, which represents 56.28% of the Maximum Buyback Size.

Post the Buyback of 2290755 equity shares, the equity share capital of the Company stood at RS.017.49 Lakhs consisting of 201749245 equity shares of Rs. each as on 31st March, 2023.

ESOP/ESAR

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

During the year, the Nomination & Remuneration Committee/Board has o_ered "BCML Employees Stock Appreciation Rights Plan 2023" ("ESAR 2023"/ "Plan") on 21st March, 2023 subject to shareholders approval. Accordingly, approval of shareholders were sought through Postal Ballot and the shareholders approved the ESAR 2023 on 23rd April, 2023. The Company has also received in-principle approval for listing of 4000000

(Forty Lakh) shares from National Stock Exchange of India Limited and BSE Limited on 10th May, 2023. However, no grants have been allotted as on the date of signing of this report.

Credit Rating

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

Directors

Pursuant to the provisions of Section 152(6) of the Act, the members of the Company at the 46th Annual General Meeting (AGM) held on 27th August, 2022, regularized the appointment of Mr. Praveen Gupta (DIN: 09651564) who was appointed as an Additional Director (Whole-Time Director) on the Board of the Company with e_ect from 1st July, 2022 to hold o_ce up to the date of 46th AGM. Accordingly, Mr. Gupta to hold o_ce as Whole Time Director for a period of 3 (three) years w.e.f 1st July, 2022 whose o_ce shall be liable to retire by rotation. Dr. Arvind Krishna Saxena ceased to be Whole Time Director from the closure of business hours of 31st July, 2022.

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

Director retiring by rotation

Mr. Praveen Gupta (DIN: 09651564) retires from the Board by rotation and being eligible, o_ers himself for reappointment. The Board of Directors recommends the said re-appointment. Resume and other information regarding aforementioned Director seeking re-appointment as required under Regulation 36 of the Listing Regulations and SS-2 on General Meetings shall be given in the Notice convening the ensuing AGM.

Changes in Board Composition

During the year under review, Mr. Praveen Gupta was appointed as an Additional Director on the Board of the Company w.e.f 1st July, 2022 and was subsequently regularised as Whole Time Director for a period of three years w.e.f 1st July, 2022 at the 46th Annual General meeting. Dr. Arvind Krishna Saxena ceased to be Whole Time Director from the closure of business hours of 31st July, 2022. No other changes occurred at the Board level.

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 Board Diversity as recommended by the Nomination &

Remuneration Committee and approved by the Board of Directors.

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

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16(b) of the Listing Regulations. The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors as being maintained by Indian Institute of Corporate A_airs (IICA) in terms of 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 year also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Separate Meeting of Independent Directors

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

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and Regulation 18 of the Listing Regulations in the preparation of the annual accounts for the year ended 31st March, 2023 and state that:

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

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

iii. The Directors have taken proper and su_cient care for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating e_ectively; and

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

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(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. In accordance with the provisions of the aforementioned section, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Any Member, who is interested 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 a policy viz., Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual 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, with respect to the constitution of Internal Committee. During the year under review, no complaint/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 and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act are given 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 no outstanding 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, the Key Managerial Personnel of the Company are Mr. Vivek Saraogi, Chairman & Managing Director, Mr. Pramod Patwari, Chief Financial O_cer and Mr. Manoj Agarwal, Company Secretary. Mr. Praveen Gupta was appointed as Whole Time Director with e_ect from 1st July, 2022. Mr. Arvind Krishna Saxena ceased to be Whole-Time Director from the closing of business hours of 31st July, 2022. During the year, there has been no other changes in the Key Managerial Personnel of the Company.

Details pertaining to the remuneration of KMPs employed during the year have been provided in the Annual Return.

Board Meetings

The Board met 7 (seven) times during the Financial Year under review, the details of which 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 Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Environment, Social and Governance Committee and Executive Committee. The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report.

Compliance of Secretarial Standards

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

Audit Committee

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

Vigil Mechanism / Whistle–Blower Policy

The Company has in place a Vigil Mechanism / Whistle–Blower Policy to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy is available on the Companys website at the following 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 and other 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, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

Corporate Social Responsibility

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

The CSR activities of the Company are focused on Sustainable Livelihood, Education including skill development for women empowerment, Healthcare, Sanitation & safe drinking water; Rural Development and Environment sustainability. During the year, RS.5.52 Lakhs has been set o_ against the mandatory CSR obligation of RS.132.94 Lakhs of FY 22-23, pursuant to which the current year CSR obligation amounted to RS.047.42 Lakhs. During the year, the Company has spent RS.194.74 Lakhs towards CSR and accordingly the excess amount available for set-o_ till FY 2026 is RS.47.32 lakhs. The CSR Policy of the Company as approved by the Board can be accessed on the Companys website at following web-link:

https://chini.com/sustainability/governance/policies/

Impact Assessment

As per the CSR Amendment Rules 2021, Impact Assessment is mandatory for companies having an average spend of RS.0 crores or more in the last 3 (three) preceeding financial years. Accordingly, the Board of Directors of the Company has appointed an independent impact assessment agency viz. Third Planet Foundation to carry out the Impact Assessment of the societal activities carried out by the Company under its Corporate Social Responsibility interventions. As per the Impact Assessment Report issued by Third Planet Foundation in May, 2023, the CSR interventions of the Company have created a very meaningful and needful impact in the community and the chosen thematic areas have shown growth, outcomes and impact across all the location. The CSR Committee and the Board of Directors of the Company took a note of the same at their respective meetings held on 8th May, 2023 and 11th May, 2023, respectively. The Impact assessment Report is available on the Companys website at the following web-link:

https://chini.com/pdf/BCML_Impact_Assessment_ Report_2023_Third_Planet_Foundation.pdf

The details of the CSR initiatives undertaken by the Company during the Financial Year 2022-23 are outlined in the initial section and the Annual Report 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 Section 186 of the Act are given in the notes to the financial statements forming part of this Annual Report.

Related Party Transactions

During the Financial Year ended 31st March, 2023, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. During the year under review, your Company did not enter into any Related Party Transaction which requires approval of the Members. There have been no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of business on arms length basis and not material, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at following web-link:

https://chini.com/sustainability/governance/policies/

The details of the related party transactions are set out in the notes to the financial statements.

Risk Management Policy and Framework

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks. Brief details of risks and concerns are given in the Corporate Governance Report and Management Discussion and Analysis Report.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft annual return of the Company for the Financial year ended 31st March, 2023 is uploaded on the website of 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 and commitments a_ecting the financial position of the Company between the end of the Financial Year i.e. 31st March, 2023 and the date of this Report.

Significant and Material Orders

There are no significant/ material orders passed by the Regulators / Courts / Tribunals which 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 or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended).

Internal Financial Controls

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

Corporate Governance & MDA Report

In terms of the provisions of Regulation 34(3) of the Listing Regulations, the Corporate Governance Report and the Certificate on the compliance of conditions of Corporate 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. 110 of the Annual Report.

Business Responsibility & Sustainability Report

Your Company has been delivering long-term shareholder value, benefitting the society. The Company is committed to economic, social, environmental, and cultural growth equitably and sustainably and creating a positive business environment. Over the years, BCML has worked to enrich lives across communities.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with relevant SEBI Circulars, new reportingrequirementsonESGparameterswereprescribed under "Business Responsibility and Sustainability Report" (‘BRSR). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct (‘NGRBCs).

As per the SEBI Circulars, e_ective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31st March 2023, your Company has published BRSR instead of Business Responsibility Report. BRSR is annexed as Annexure VI and forms an integral part of the Annual Report.

Auditors

Statutory Auditors and their Audit Report

M/s. Lodha & Co, Chartered Accountants (Firm Registration No. 301051E), were appointed as Statutory Auditors of the Company at the 41st AGM of the Company held on 30th August, 2017, to hold o_ce till the conclusion of the 46th AGM. Hence, M/s. Lodha & Co, Chartered Accountants were re-appointed for a further term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act. i.e. from the conclusion of the 46th AGM till the conclusion of 51st AGM of the Company.

The reports given by the Auditors, M/s. Lodha & Co, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2023 form part of this Annual Report and there is no qualification, reservation, adverse 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 proviso to 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, to undertake the secretarial audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 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 Audit Report does not contain any qualification, 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 the Companies (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 by the Company relating to Sugar (including industrial alcohol), Electricity, Fertilisers and Insecticides for the financial year ended 31st March, 2023.

On the date of this Report, your Directors have, on the recommendation of the Audit Committee, appointed M/s. Mani & Co., Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2023-24. As required under the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors shall form part of the Notice convening the ensuing AGM.

There was no remark, comment or observation made by the Cost Auditors of the Company in their report.

Opening of Suspense Escrow Demat Account

In accordance with recent SEBI circular no. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January 2022, a separate Suspense Escrow Demat Account has been opened with a Depository Participant for crediting unclaimed shares in dematerialised form lying in the Companys Demat Suspense Account at present.

Proceeding under the Insolvency & Bankruptcy Code, 2016

No application / proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31st March, 2023.

One Time Settlement with the Banks of Financial Institutions

No One time settlements with Banks or Financial Institutions were entered during the year.

Annexures forming part of this Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and forms part of this Report:

Annexure/ Particulars
Page No.
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 & Sustainability Report
VII Secretarial Audit Report
110-120 Management Discussion and Analysis Report

Appreciation

Your Directors take this opportunity to thank all the stakeholders including the Central Government, the Government of Uttar Pradesh, shareholders, farmers, customers, dealers, State Bank of India, HDFC Bank, ICICI Bank Limited, Kotak Mahindra Bank, other banks and financial institutions and all other business associates & vendors for their excellent support. Your Directors also wish to place on record their deep appreciation for the committed services by your Companys employees.

For and on behalf of the Board of Directors

Sd/- Sd/-
Praveen Gupta Vivek Saraogi
Whole-time Director Chairman and Managing Director
DIN : 09651564 DIN : 00221419
Date: 11th May, 2023 Place: Haidergarh Place: Kolkata