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 season's production of 35.8 MMT. Current
year's 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 season's
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.
BCML's 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 Company's 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 Hon'ble 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 Company's 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 Company's 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 doesn't 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 / WhistleBlower Policy
The Company has in place a Vigil Mechanism / WhistleBlower Policy
to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if
any. The aforementioned whistleblower policy is available on the Company's 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 Company's
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 Company's 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 arm's 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 arm's 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 Company's 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 Company's 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 Company's 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 |