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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sukhjit Starch & Chemicals Ltd.

Mar 31, 2025

Your Directors are pleased to present before you the 81^st Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2025 :-

1. FINANCIAL RESULTS		(H in Crores)
	F.Y. 2024-25	\| F.Y. 2023-241
Sales & Other income	1493.02	1379.14
Earnings before Interest, Tax and Depreciation	109.78	134.39
-- Interest	28.52	30.50
-- Depreciation	28.38	26.77
Profit before tax	52.88	77.12
-- Current Tax	11.40	15.85
-- Deferred Tax / Taxes related to previous years	2.00	5.65
Profit After Tax	39.48	55.62
Surplus brought forward from previous year	27.63	24.51
Transfer to General Reserves	30.00	40.00
Interim Dividend	-	12.50
Surplus carried forward	37.11	27.63

2. PERFORMANCE

â¢ The annual turnover of the Company has increased by about 8.41% to H 1486.19 Crores during the current financial year against H 1370.86 Crores in the previous year.

â¢ The EBITDA (Earnings before Interest, Tax and Depreciation) stood at H 109.78 Crores v/s H 134.39 crores during the previous year.

â¢ After a charge of interest of H 28.52 Crores (H 30.50 Crores), depreciation of H 28.38 Crores (H 26.77 Crores) and tax of H 13.40 Crores (H 21.50 Crores), the Net Profit after tax came at H 39.48 Crores (H 55.62 Crores) for the year.

For the year ended March 2025, our company has delivered a resilient performance despite a dynamic operating environment marked by fluctuations in maize prices and subdued demand in some sectors. The starch industry as a whole has navigated a year of elevated raw material costs and limited export opportunities owing to shifts in the global tariff structure. Domestic demand from certain segments also remained muted. Despite these headwinds, your Company has maintained its revenue momentum, recording a top line of H 1,486 crores.

Margins were impacted during the year, primarily due to volatility in maize prices influenced by varying demand from ethanol producers, as well as pricing pressure on finished goods across some downstream sectors. This scenario is expected to ease by H2FY26 supported by improved maize availability from the Rabi harvest and spring crops in key producing states there by stabilizing the price and supply.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Directors are pleased to recommend a dividend of 20% i.e. H One per equity share of H 5/-each (after subdivision / split of the equity shares of the Company of face value of H 10/- each into two shares of face value of H 5/- each) during the financial year ended 31^st March, 2025 against interim dividend of 80% (i.e. H8/- per equity shares of H 10/- each) paid in 2023-2024. The outflow on account of the dividend will be H 3.12 cr. (P.Y.12.50 cr.) The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') is available on the Company''s website on https://www.sukhiitgroup.com/dividend-distribution-policy.

Pursuant to the provisions of the Income-tax Act, 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after the necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.

4. TRANSFER TO RESERVES

H 30 Crores have been transferred to the general reserves (PY H 40 Crores) and H 37.11 Crores have been carried forward in the Retained Earnings Account.

5. SHARE CAPITAL

The Company has sub-divided / split the equity share of the company of face value of H 10/- each into 2 shares of face value of H5/- each during the year reference increasing the number of equity shares to 31244000 with the paid up share capital of the Company remaining same at H 15.62 crores as on 31.03.2025.

There was no issue of fresh shares by way of public issue, bonus issue, right or preferential issue during the financial year 2024-25.

6. CAPEX & WORKING CAPITAL POSITION

The total Net Fixed Assets Block (including capital work-in progress) of the Company appeared at H 534.15 Crores as on 31.03.2025 against H 524.61 Crores as on 31.03.2024 after providing depreciation of H 28.38 Crores during the year (H 26.77 Crores).

The Company has made a Capital expenditure (on addition of fixed assets) of H 39.50 Crores during the year on account of balancing / upgrading / expansion of its existing manufacturing facilities.

The Board of Directors has approved Capital expenditure of H 20 Crores for the financial year 2025-26, which will be used for modernizing some key equipment of the units to improve the operations and scale up efficiencies at the existing locations. The proposed Cap-ex will be met out of the internal accruals of the company.

The Current Assets of the Company appeared at H 470.55 Crores on 31.03.2025 as compared to H 462.72 Crores on 31.03.2024 including Inventories of H 215.34 Crores against H 217.76 Crores in the previous year. In view of the fluctuating raw material prices during the year, we opted for keeping optimum stocks of raw material by following prudent purchase policy, due to which the Company was able to cut its carrying cost, thereby saving on interest during the FY 2024-25.

The company has Nil long term Bank Borrowings as on 31.03.2025 (P.Y. H 3.75 Crores), net of the current maturity of the term loans of H 3.75 Crores (P.Y. H 26.27 Crores).

The internal accruals of the company will be sufficient to keep on strengthening the working capital of the company. Moreover, it has liquid investments of H 52.57 Crores against H 82.81 Crores last year as an additional cushion to the liquidity of the company. The management believes that the Company has sufficient liquid resources at hand to meet up any

additional working capital requirements / other business exigencies.

7. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is annexed herewith marked as ''Annexure A'' and forms a part of this report.

8. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business scrupulously with due compliance of all the applicable laws, rules and regulations. Your directors believe that corporate governance is an ethically driven business process that is committed to strategies leading to long term sustainable growth of the Company. Your Company''s corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. In due compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended to date, the report on the Corporate Governance is annexed to this report marked as ''Annexure B''.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2025, the applicable Indian Accounting Standards have been followed and there are no material departures;

(b) appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the years so ended;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts for the year ended 31.03.2025, have been prepared on a ''going concern'' basis;

(e) the internal financial controls have been laid down to be followed by the company and that

such internal financial controls are adequate and are operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Vijoy Steel & General Mills Company Ltd., Phagwara: The Company held 96.17% of shares in the capital of The Vijoy Steel & the General Mills Co. Ltd. The Company continued providing necessary engineering support to the manufacturing operations of the Company.

Scott Industries Ltd., Phagwara: It held 99.97% of shares in the capital of the Scott Industries Ltd. The Company has shut down its operations. Most of its assets have been already disposed of and efforts are on to realize the old dues from its customers and wind up the Company.

Sukhjit Mega Food Park & Infra Ltd., Phagwara:

The Company held 100% of shares in the capital of Sukhjit Mega Food Park & Infra Ltd. The Company had operationalised its project of the Mega Food Park in the state of Punjab in FY 2020-21 creating a State of Art Technology Infrastructure for setting up food processing units in the Mega Food Park. Most part of its assets have been leased out and operationalised. The Company has shown turnaround during FY 2024-25 and expects to continue increasing / expanding its operations / revenues during the coming years.

There has been no material change in the nature of business of the Subsidiaries. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended to date, the Consolidated Financial Statements of the Company and its subsidiaries are attached and have been prepared in accordance with the relevant Indian Accounting Standard(s) as prescribed under the Companies Act, 2013.

In accordance with Section 136(1) of the Companies Act, the audited financial statements including the consolidated financial statements and related information of the Company together with financial

statements of each of the subsidiary companies, are available on the Company''s website at https://www. sukhjitgroup.com. The annual accounts of these subsidiaries and the related detailed information will be made available on demand, to any shareholder of the Company who may be interested in seeking such information. Copies of the above documents are also available for inspection by any shareholder of the Company at the registered office of the Company during business hours.

11. PARTICULARS OF REMUNERATION TO DIRECTORS AND DISCLOSURES

In terms of the provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of Directors / KMPs / Employees are set out in the ''Annexure C'' to the Directors'' Report.

12. DIRECTORS / KMPs

(a) Smt. Shalini Umesh Chablani (DIN: 00885883), Non Executive Directoer of the Company, is retiring by rotation and being eligible, offers herself for reappointment. Board recommends her re-appointment as the Non Executive Director of the Company.

(b) Sh. Rakesh Chawla has been appointed as the new CFO of the Company (in place of the earlier CFO Sh. M.G. Sharma), as KMP under the provisions of section 203 of the Companies Act, 2013 w.e.f 07.08.2024 for a period of 5 years i.e. upto 06.08.2029. Sh. M.G. Sharma will however continue to act as the Executive Director of the Company.

(c) None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 26^th May 2025 received from M/s Dinesh Gupta & Co., Company Secretaries (CoP No: 1947) certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ("SEBIâ)/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

(d) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and comply with all the requirements in pursuance to sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed / re-appointed or to continue as Independent Directors.

(e) Based on evaluation criteria laid down under the Nomination and Remuneration Policy of the Company, framed in accordance with the provisions of section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee rates the performance of the individual directors and also the Board as a whole, which, inter-alia, include:

â¢ Evaluation of leadership abilities

â¢ Contribution to corporate objectives & growth

â¢ Regular monitoring of performance

â¢ Effective decision making ability

â¢ Attendance /Participation in the deliberation of Board and Committee meetings

The Company has in place a suitable Policy for the Appointment & Remuneration of the Directors / KMPs which may be accessed on the Company''s website at https://www.sukhiitgroup.com/remuneration-policy-for-directors-kmps-other-executives. The Company has devised the Board''s Performance Evaluation criteria for evaluation of Board''s / Committees / Directors'' performance. The performance of the Committees was evaluated by the Board on the basis of the criteria such as the composition of committees and effectiveness of committee meetings etc.

The Independent Directors in their Separate Meeting reviewed the performance of Non - Independent Directors, the composition & performance of the Board of Directors as a whole, frequency of Board meetings etc. The Independent Directors also reviewed the performance & participation of the Chairperson of the Company. Such proceedings were placed on record and discussed in the Board Meeting following the meeting of the Independent Directors. The Board of Directors expressed their satisfaction over the evaluation process.

13. MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors were convened and held during the financial year 2024-25. The maximum intervening gap between the meetings was within the limits prescribed under the provisions of Section 173 of the Act and Listing Regulations. The further details of Board / Committee Meetings including composition and attendance are set out in the ''Annexure B'' the Corporate Governance Report, forming part of this Report.

14. AUDIT COMMITTEE

The powers, role and terms of reference of the Audit Committee cover the areas as contemplated under Section 177 of the Companies Act, 2013 (''the Act'') and Regulation 18 of the SEBI (LODR) Regulations, 2015, as applicable, besides other matters as referred by the Board of Directors from time to time.

The primary objectives of the audit committee inter-alia include:

â¢ to monitor and provide an effective supervision of the Management''s financial reporting process,

â¢ to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting,

â¢ to oversee the financial reporting process by the Management, the internal auditors and the independent auditors,

â¢ to take all possible measures to ensure

the objectivity and independence of the independent auditors.

The Committee mandatorily reviews information such as internal audit reports related to internal control process, management discussion &

analysis and operational results, statement of

significant related party transactions and such other matters as prescribed.

During the year under reference, the Audit

Committee of the Company consisted of Sh. Ranbir Singh Seehra as the Chairman, Sh. Suresh Arora, Sh. Vikas Uppal and Sh. M. G. Sharma as its members. All recommendations made by the Audit Committee during the year were accepted by the Board.

15. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the company provide for proper authorization of the material transactions, timely recording & reporting of the transactions in the desired manner to ensure the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals and compliance with all the applicable laws & regulations. The Internal & External Auditors of the Company also measure the effectiveness of internal controls through periodical checks and ensure that company has an effective internal control system duly commensurate with its size and nature of business. The management reviews the systems periodically to systematically improve business processes in regard to their effectiveness and efficiency The Company has implemented audit trail on the books of accounts.

(vii) There is no Corporate Insolvency Resolution Process initiated against the Company or any of its subsidiaries under the Insolvency and Bankruptcy Code, 2016.

(viii) There is no change in the nature of company''s business during the year under review.

(ix) There was no instance of fraud during the year under reference which required the Statutory Auditors to report to the Audit Committee and / or to the Board under Section 143(12) of Act and Rules made there under.

(x) The Board has constituted an Internal Committee for redressal of grievance(s) / complaint(s) (if any) under the provisions of the ''''Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013''''. The committee has not received any complaint during the year under reference.

(xi) In view of the relaxation(s) granted by The Ministry of Corporate Affairs (MCA) / SEBI and as per the Green Initiatives of MCA, the Company has been serving to its shareholders all Notices, communications / documents including Annual Reports, Circulars etc. through electronic mode.

(xii) There has been no default in repayment of deposits or payment of interest there on during the year.

(xiii) There was no instance during the year where the recommendations of any committee were not accepted by the Board.

(xiv) There was no case of one time settlement with any Bank or Institution.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social Responsibility activities carried out during the financial year 2024-25 is annexed herewith marked as ''Annexure D'' forms part of this report.

20. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades in securities of the Company by the Directors and other Designated Persons. The Code seeks to prevent Insider Trading by the Directors and other Designated Persons who are considered to have access to the Unpublished Price Sensitive Information relating to the Company.

16. VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 & rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism, which also incorporates a Whistle Blower Policy, for Directors and employees of the Company to report genuine concerns of unethical behavior or violation of code of conduct by way of direct access to the Chairman of the Audit Committee. There are adequate safeguards against victimization of employees / directors who express their concerns. The Whistle Blower Policy of the Company stands placed on the Company''s website at the link: https:// www.sukhiitgroup.com/whistle-blower-policy.

17. RISK MANAGEMENT POLICY

The company recognizes that the risk management and internal controls are the key elements for sustainable working of an organization and good corporate governance. It has formulated the Risk Management Policy which describes the manner in which the company identifies, assesses, monitors and manages risks. The details of the policy are available at company''s website at https://www.sukhiitgroup. com/risk-management-policy.

18. GENERAL DISCLOSURE

(i) All the deposits have been accepted / renewed / repaid as per the provisions of the Companies Act. The company had no unclaimed / unpaid deposits on 31.03.2025.

(ii) Unsecured Loans as on 31.03.2025 include H 2.92 Crores (P.Y. H 0.58 Crores) received from directors, which have been made out of their own funds and not from the funds acquired by them by borrowing or accepting loans or deposits from others, as per the declarations received from the concerned directors.

(iii) The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, Committee Meetings and the General Meetings.

(iv) No shares have been issued during the year under reference with differential rights as to dividend, voting or otherwise.

(v) There is no significant and material order passed by any Regulator, Court, Tribunal which may impact the going concern status of the Company and Company''s operations in future.

(vi) There are no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year to the date of this report.

21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any material transaction with its Directors, Key Managerial Personnel or their Relatives which could have potential conflict with the interest of the Company. The salaries / remuneration of the directors and KMPs have been fixed after due consideration and approval by the Nomination and Remuneration Committee / Board / Shareholders as per applicable provisions of the Companies Act, 2013. The transactions with the subsidiary companies mainly include the supply of some key infrastructural facilities and utilities by Sukhjit Mega Food Park and Infra Ltd., which is a wholly owned subsidiary of the Company. However, the transactions with subsidiary Companies are incurred after due appraisal, approval(s) at appropriate levels and under the omnibus approval of the Audit Committee / Board, which are in the ordinary course of business and are at an arm''s length price. In terms of INDAS-24, the details of such transactions are duly presented in the Notes to Accounts forming part of the Annual Report. Policy on related party transactions of the company appears on the Company''s website at the link: https://www.sukhiitgroup.com/policv-on-dealing-with-related-partv-transactions.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and Investments made by the Company are provided in the standalone financial statements. The Company has given / provided some Guarantees / Securities to the Govt. / other Departments in the ordinary course of business. The company has also provided Corporate guarantee(s) for H 40 Crores to the Yes Bank Ltd. against the Term Loan for setting up the Mega Food Park by its wholly owned subsidiary M/s Sukhjit Mega Food Park & Infra Ltd. The outstanding balance of term loan appeared at H 2 Crores due to the Yes Bank Ltd. as on 31.03.2025. The amount will be cleared during the running year and the Corporate Guarantee of H 40 Crores will be released by the Yes Bank Ltd. There is no other Guarantee / third party Guarantee / security given / provided by the Company.

23. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return is displayed on the website of the Company at https://www.sukhiitgroup. com/annual-return.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The necessary details are annexed herewith as ''Annexure E'' to this report.

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

â¢ H 10,39,135/- as unpaid / unclaimed dividend for FY 2016-17 to Investor Education and Protection Fund (IEPF).

â¢ 9,921 shares to the demat account of the IEPF Authority during FY 2024-25 on which dividend has not been paid / claimed by the shareholders for 7 (seven) consecutive years or more.

26. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

Pursuant to the provisions of section 139 and 142 of The Companies Act, 2013 and other applicable provisions, if any, of the Act or any amendments or enactments thereof, M/s Y K Sud & Co., Chartered Accountants (FRN 000047N) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on 12/08/2022 for a period of 5 years and their tenure expires on the conclusion of 83^rd Annual General Meeting of the Company to be held in the year 2027. They have confirmed their eligibility to continue as the Statutory Auditors of the Company. The Company has paid a sum of H 7.08 Lacs (incl. GST) (PY H 7.08 Lacs) to M/s Y K Sud & Co., Chartered Accountants as audit fees during the Financial Year ended 31^st March, 2025.

The Auditors'' report for the financial year ended 31.03.2025 does not have any qualification, reservation, adverse remark or disclaimer by the statutory auditors.

Cost Auditors:

The Board of Directors recommends the re-appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2025 - 26, subject to the approval of the Central Government. The Cost Audit Report for the financial year ended 31^st March, 2025 is due to be filed with the Ministry of Corporate affairs on or before the 30^th September, 2025 and will be filed accordingly. The cost audit report for the financial year ended 31/03/2024 was duly filed within the due dates.

Secretarial Auditors:

The term of M/s Dinesh Gupta & Co., Practicing Company Secretaries as Secretarial Auditors of the Company is expiring with the conclusion of the ensuing Annual General Meeting and pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of Companies, (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI (LODR) Regulations, 2015 and other applicable provisions, if any or any amendments or enactments thereof, the Board recommends the re-appointment of M/s Dinesh Gupta & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for a further period of 5 years i.e. upto the conclusion of 86^th Annual General Meeting of the Company, to be held in the year 2030, subject to the approval of shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility to be appointed / re-appointed as Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 in relation to compliance of Section 204 of the Companies Act, 2013 and all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations is set out in ''Annexure G'' to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-25 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31^st March, 2025 has been submitted to the Stock Exchanges and the said report may be accessed on the Company''s website at the link https://www.sukhjitgroup.com/ secretarial-compliance-report

27. ACKNOWLEDGEMENT

Your Directors hereby acknowledge the dedication, loyalty, hard work and committed services of the executives, staff & workers of the Company. They also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, business associates, shareholders, vendors, customers and other stakeholders and for the confidence reposed in the Company and its management and look forward to their continued support in the future.

Mar 31, 2024

The Directors are pleased to present before you the 80^th Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2024 :-

1. FINANCIAL RESULTS

(Rs. in Crores)
	F.Y. 2023-24	F.Y. 2022-23
Sales & Other income	1379.14	1436.97
Earnings before Interest, Tax and Depreciation	134.39	144.70
-- Interest	30.50	25.33
-- Depreciation	26.77	26.63
Profit before tax	77.12	92.74
-- Current Tax	15.85	18.30
-- Deferred Tax / Taxes related to previous years	5.65	4.30
Profit After Tax	55.62	70.14
Surplus brought forward from previous year	24.51	16.88
Transfer to General Reserves	40.00	50.00
Interim Dividend	12.50	12.50
Surplus carried forward	27.63	24.52

2. PERFORMANCE

* The annual turnover of the Company has declined by about 4.5% to H 1370.86 Crores during the current financial year against H 1435.25 Crores in the previous year.

* The EBITDA (Earnings before Interest, Tax and Depreciation) stood at H 134.39 Crores (9.80%) v/s H 144.70 crores (10.08%) during the previous year.

* After a charge of interest of H 30.50 Crores (H 25.33 Crores), depreciation of H 26.77 Crores (H 26.63 Crores) and tax of H 21.95 Crores (H 22.60 Crores), the Net Profit after tax came at H 55.62 Crores (H 70.14 Crores) for the year.

The volume of our production & sales was higher as compared to the last year. However, the sales of our high value products were affected due to continuous pricing pressure and weak demand from FMCG / Pharma sector - major users of our key products. In consequence to the lower sales of high value products & lower offtake thereof, our EBITDA and profit margins were adversely affected during the year.

FMCG sector has currently reported uptick in demand due to positive rural reponse and we expect that our high value products will re-take the charge of our sales & profits during the running year.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Company had declared and paid an interim dividend of H 8/- per Equity Share of face value H 10/-each (i.e. 80%) in the month of January, 2024. The Board has considered the said interim dividend of H 8 per equity share as the final dividend for the financial year 2023-24 (H 8/- per equity share during FY 2022-23) in order to conserve resources for future expansions in the operations of the Company.

4. TRANSFER TO RESERVES

After payment of the interim dividend of H 12.50 Crores in January, 2024, the Company has been left with a surplus H 67.87 Crores out of which H40 Crores have been transferred to the general reserves (PY H 50 Crores) and H 27.87 Crores have been carried forward in the Retained Earnings Account.

5. SHARE CAPITAL

The paid up share capital of the Company stood at H 15.62 crores as on 31.03.2024. There was no issue of fresh shares by way of public issue, bonus issue, right or preferential issue during the financial year 2023-24.

6. CAPEX & WORKING CAPITAL POSITION

The total Net Block (including capital work-in progress) of the Company appeared at H 524.61 Crores as on 31.03.2024 against H 512.53 Crores as on 31.03.2023 after providing depreciation of H 26.77 Crores during the year (H 26.63 Crores).

The Company has made a Capital expenditure (on addition of fixed assets) of H 39.50 Crores during the year on account of balancing / upgrading / expansion of its existing manufacturing facilities.

The Board ofDirectors has approved Capital expenditure of H 32 Crores for the financial year 2024-25, which will be used for upgrading / modernizing some key equipment of the units to improve the operations and scale up efficiencies at the existing locations. The proposed Cap-ex will be met out of the internal accruals of the company.

The Current Assets of the Company appeared at H 462.72 Crores on 31.03.2024 as compared to H 392.30 Crores on 31.03.2023 including Inventories at H 217.76 Crores against H 167.67 Crores in the previous year due to higher holding of the basic raw material, which is seasonally available. Prices of basic raw material remained higher for most part of the year.

The company has long term Bank Borrowings of about 3.75 Crores (payable in a period of one year after the end of the running financial year), net of the current maturity of the term loans of H 26.27 Crores payable till 31.03.2025.

The internal accruals of the company will be enough to take care of this repayment & strengthen the working capital of the company. However, company has liquid investments of H 82.81 Crores against H 77.52 Crores last year as an additional cushion to the liquidity of the company.

The management believes that the Company has sufficient liquid resources at hand to meet up any additional working capital requirements / other business exigencies.

7. MANAGEMENT DISCUSSION AND ANALYSIS

8. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business scrupulously with due compliance of all the applicable laws, rules and regulations. In pursuance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended to date, the report on the Corporate Governance is annexed to this report marked as Annexure B''.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed and there are no material departures;

(d) the Annual Accounts for the year ended 31.03.2024, have been prepared on a ''going concern'' basis;

(e) the internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. SUBSIDIARY COMPANIES AND

CONSOLIDATED FINANCIAL STATEMENTS

Sukhjit Mega Food Park & Infra Ltd., Phagwara: The

Company held 100% of shares in the capital of its material subsidiary Sukhjit Mega Food Park & Infra Ltd. The Company had operationalised its project of the Mega Food Park in the state of Punjab in FY 2020-21 creating a State of Art Technology Infrastructure for setting up food processing units in the Mega Food Park. A good part of its assets have been leased out and operationalised. The Company expects to improve its revenues during the coming years.

In accordance with Section 136(1) of the Act, the audited financial statements including the consolidated financial statements and related information of the Company together with financial statements of each of the subsidiary companies, are available on the Company''s website at https://www. sukhiitgroup.com. The annual accounts of these subsidiaries and the related detailed information will be made available on demand, to any shareholder of the Company who may be interested in seeking such information. Copies of the above documents are also available for inspection by any shareholder of the Company at the registered office of the Company during business hours.

11. PARTICULARS OF REMUNERATION TO DIRECTORS AND DISCLOSURES

of Directors / KMPs / Employees are set out in the

''Annexure C'' to the Directors'' Report.

12. DIRECTORS

(a) Smt. Manjoo Sardana (DIN: 08533106), Non Executive Chairperson of the Company, is retiring by rotation and being eligible, offers herself for reappointment. Board recommends her re-appointment as the Non Executive Chairperson of the Company.

(b) The existing tenure of Sh. Kuldip Krishan Sardana, Managing Director of the Company (DIN: 00398376) expired on 30.04.2024. The Board had, in the best interests of the Company, considered his re-appointment w.e.f 01.05.2024 to 30.09.2028 subject to the approval of the shareholders of the Company who has approved his re-appointment through postal Ballot in April 2024. Sh. Kuldip Krishan Sardana has diverse life long Managerial, Commercial & Administrative experience to his credit. He has actively managed and administered all management functions of the Company and the company has grown significantly under his able stewardship with new projects, expansions or diversified product portfolios. He has remained a major driving force and a key resource for the able guidance to all the senior executives of the company.

(c) The existing tenure of Sh. Vikas Uppal, a Non Executive Independent Director of the Company (DIN : 00796828) is expiring on 20.01.2025. Sh. Vikas Uppal is having long experience of over three decades in the manufacturing, administration and management fields. The Board of Directors has recommended his re-appointment for a further period of 5 years i.e. w.e.f. 21.01.2025 upto 20.01.2030, subject to the approval of shareholder''s in the ensuing Annual General Meeting.

(d) The existing tenure of Sh. Saravjit Singh Hothi as an Independent Director of the Company is expiring on 30.05.2024 and he has expressed his inability to continue as an Independent Director due to his pre-engagements. The Board, therefore, considered his retirement and placed on record its deep appreciation for the services rendered by the retiring Independent Director Sh. Saravjit Singh Hothi as a member of the Board of Directors of the Company and Committees thereof. He regularly participated in all Board Meetings and played a commendable role in the key decisions of the Board and Committees relating to the growth of the Company or other areas concerning accountability, transparency, compliance etc.

(e) The Board of Directors, in its meeting held on 29.05.2024, co-opted Sh. Suresh Arora, I.P.S. (Retired), as an Additional Non-Executive Independent Director of the Company to hold office for a period of five years from 29.05.2024 to 28.05.2029, subject to the approval of the shareholders of the Company by way of special resolution in the ensuing Annual General Meeting.

Sh. Suresh Arora is a retired I.P.S. officer and is Post Graduate in law. He is also an associate member of The Institute of Company Secretaries of India (ICSI).

He has been the Chief Information Commissioner, Punjab from 2019 to 2023 after serving as the Director General of Police, Punjab for a period of over three years i.e. from 25.1 0.201 5 to 07.02.2019. Prior to this, he worked on various key positions in the State of Punjab.

He has rich administrative, managerial & commercial experience to his credit. Board, therefore, recommends his appointment as an Independent Director in the best interest of the Company as his induction would enrich the functioning of the Board of Directors.

(f) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and comply with all the requirements in pursuance to sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed / re-appointed or to continue as Independent Directors under the provisions of the Act and rules there under.

(g) Based on evaluation criteria laid down under the Nomination and Remuneration Policy of the Company, framed in accordance with the provisions of section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee rates the performance of the individual directors and also the Board as a whole, which, inter-alia, include:

* Evaluation of leadership abilities

* Contribution to corporate objectives & growth

* Regular monitoring of performance

* Effective decision making ability

* Attendance /Participation in the deliberation of Board and Committee meetings

The Company has in place a suitable Policy for the Appointment & Remuneration of the Directors / KMPs. The Company has devised the Board''s

Performance Evaluation criteria for evaluation of Board''s / Committees / Directors'' performance. The performance of the Committees was evaluated by the Board on the basis of the criteria such as the composition of committees and effectiveness of committee meetings etc.

13. MEETINGS OF THE BOARD

Six (6) meetings of the Board of Directors were convened and held during the financial year 2023-24. The maximum intervening gap between the meetings was within the limits prescribed under the provisions of Section 173 of the Act and Listing Regulations. The further details of Board / Committee Meetings including composition and attendance are set out in the ''Annexure B'' the Corporate Governance Report, forming part of this Report.

14. AUDIT COMMITTEE

The primary objectives of the audit committee inter-alia include:

* to monitor and provide an effective supervision of the Management''s financial reporting process,

* to ensure accurate and timely disclosures with highest levels of transparency, integrity and quality of financial reporting,

* to oversee the financial reporting process by the Management, the internal auditors and the independent auditors,

* to take all possible measures to ensure the objectivity and independence of the independent auditors.

The Committee mandatorily reviews information such as internal audit reports related to internal control weakness, management discussion & analysis and operational results, statement of significant

related party transactions and such other matters as prescribed.

During the year under reference, the Audit Committee of the Company consisted of Sh. Ranbir Singh Seehra as the Chairman, Sh. Vikas Uppal, Sh. Saravjit Singh Hothi and Sh. M. G. Sharma as its members. All recommendations made by the Audit Committee during the year were accepted by the Board.

15. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the company provide for proper authorization of the transactions, timely recording & reporting in the desired manner to ensure the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals and compliance with all the applicable laws & regulations. The Internal & External Auditors of the Company also measure the effectiveness of internal controls through periodical checks and ensure that company has an effective internal control system duly commensurate with its size and nature of business. The management reviews the systems periodically to systematically improve business processes in regard to their effectiveness and efficiency The Company has implemented audit trail on the books of accounts.

16. VIGIL MECHANISM

17. RISK MANAGEMENT POLICY

18. GENERAL DISCLOSURE

(i) All the deposits have been accepted / renewed / repaid as per the provisions of the Companies Act. The company had no unclaimed / unpaid deposits on 31.03.2024.

(ii) Unsecured Loans as on 31.03.2024 include H 0.58 Crores (P.Y. H 0.55 Crores) received from directors, which have been made out of their own funds and not from the funds acquired by them by borrowing or accepting loans or deposits from others, as per the declarations received from the concerned directors.

(iv) No shares have been issued during the year under reference with differential rights as to dividend, voting or otherwise.

(v) There is no significant and material order passed by any Regulator, Court, Tribunal which may impact the going concern status of the Company and Company''s operations in future.

(vi) There are no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year to the date of this report.

(vii) There is no Corporate Insolvency Resolution Process initiated against the Company or any of its subsidiaries under the Insolvency and Bankruptcy Code, 2016.

(viii) There is no change in the nature of company''s business during the year under review.

(xi) In view of the relaxation(s) granted by MCA / SEBI and as per the Green Initiative taken by MCA, the Company has been serving to its shareholders all Notices, communications / documents including Annual Reports, Circulars etc. through electronic mode.

(xii) There has been no default in repayment of deposits or payment of interest there on during the year.

(xiii) There was no instance during the year where the recommendations of any committee were not accepted by the Board.

(xiv) There was no instance of one time settlement with any Bank or Institution.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social Responsibility activities carried out during the financial year 2023-24 is annexed herewith marked as ''Annexure D'' forms part of this report.

20. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades in securities of the Company by the Designated Persons. The Code seeks to prevent Insider Trading by the Directors and other Designated Persons who are considered to have access to the Unpublished Price Sensitive Information relating to the Company.

21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any material transaction with its Directors, Key Managerial Personnel or their Relatives which could have potential conflict with the interest of the Company. The salaries / remuneration of the directors and KMPs have been fixed after due consideration and approval by the Nomination and Remuneration Committee / Board / Shareholders as per applicable provisions of the Act. The transactions with the subsidiary companies mainly include the supply of some key infrastructural facilities and utilities by Sukhjit Mega Food Park and Infra Ltd., which is a wholly owned subsidiary of the Company. However, the transactions with subsidiary Companies are incurred after due appraisal, approval(s) at appropriate levels and omnibus approval by the Audit Committee / Board, which are in the ordinary course of business and are at an arm''s length price. In terms of INDAS-24, the details of such transactions are duly presented in the Notes to Accounts forming part of the Annual Report. Policy on related party transactions of the company appears on the Company''s website at the link: https:// www.sukhiitgroup.com/policv-on-dealing-with-related-party-transactions.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and Investments made by the Company are provided in the standalone financial statements. The Company has given / provided some Guarantees / Securities to the Govt. / other Departments in the ordinary course of business. The company has also provided Corporate guarantee(s) for H 40 Crores to the Yes Bank Ltd. against the Term Loan for setting up the Mega Food Park by its wholly owned subsidiary M/s Sukhjit Mega Food Park & Infra Ltd. The outstanding balance of term loan appeared at H 18 Crores due to the Yes Bank Ltd. as on 31.03.2024. There is no other Guarantee / third party Guarantee / security given / provided by the Company.

23. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return of the Company is annexed herewith as ''Annexure E'' to this report. A copy of the same has also been placed on Company''s website at the link : https://www.sukhiitgroup.com/ annual-return.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The necessary details are annexed herewith as ''Annexure F'' to this report.

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the company has transferred 8,000 shares to the demat account of the IEPF Authority during FY 2023-24 on which dividend has not been paid / claimed by the shareholders for 7 (seven) consecutive years or more.

26. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

Pursuant to the provisions of section 139 and 142 of The Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 or any amendments or enactments thereof, M/s Y K Sud & Co., Chartered Accountants (FRN 000047N) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on 12/08/2022 for a period of 5 years and their tenure expires on the conclusion of 83^rd Annual General Meeting of the Company to be held in the year 2027. They have confirmed their eligibility to be appointed as Statutory Auditors of the Company. The Company has

paid a sum of 3 7.08 Lakhs (incl. GST) (PY 3 7.08 Lakhs) to M/s Y K Sud & Co., Chartered Accountants as audit fees during the Financial Year ended 31^st March, 2024.

The Auditors'' report for the financial year ended 31.03.2024 does not have any qualification, reservation, adverse remark or disclaimer by the statutory auditors.

Cost Auditors:

The Board of Directors recommends the re-appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2024 - 25, subject to the approval of the Central Government. The Cost Audit Report for the financial year ended 31^st March, 2024 is due to be filed with the Ministry of Corporate affairs on or before the 30^th September, 2024 and the cost audit report for the financial year ended 31/03/2023 was duly filed within the due dates.

Secretarial Auditors:

The Board has re-appointed M/s Dinesh Gupta & Co., Practicing Company Secretaries, as Secretarial Auditors for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended 31^st March, 2024, in relation to compliance of Section 204 of the Companies Act, 2013 and all applicable SEBI Regulations / circulars / guidelines

issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations along with the Secretarial Audit Report of the material subsidiary company is set out in ''Annexure H'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. ACKNOWLEDGEMENT

Mar 31, 2018

Dear Share Holders :

The Directors are pleased to present before you the 74th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2018 :-

1. FINANCIAL RESULTS	2017-18	2016-17
	(Rs. in Crores)	(Rs. in Crores)
Sales & Other income	713.25	685.40
Earning before Interest, tax and Depreciation	68.43	52.72
- Less Interest	17.54	12.80
-- Depreciation	14.72	11.79
Profit before tax	36.18	28.14
-- Provision for taxes (including Deferred Tax)	13.15	9.15
Profit After Tax	23.02	18.98
Surplus brought forward from previous year	17.55	8.56
Surplus available for appropriation	21.13	17.55
Dividend (including Corporate Tax)	5.77	4.44
Transfer to General Reserves	15.00	10.00
Surplus carried forward	21.13	17.55

Indian Accounting Standards 2015:

The financial statements of the Company as well as the Consolidated financial statements upto the year ended 31st March, 2017 had been prepared & presented according to Accounting Standards notified under The Companies (Accounting Standards) Rules, 2006 as amended. The annexed financial statements comply with the Indian Accounting Standards (Ind AS) notified under the section 133 of the Companies Act, 2013/ Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as amended. These financial statements are the first statements of the Company under the Ind AS and provide the necessary details concerning the transition from previous GAAP to Ind AS.

2. PERFORMANCE

The Sales and other income of the Company have increased from Rs. 685 crores to Rs. 713 crores. However, sales of F.Y. 2016-17 included Excise Duty of Rs. 31.41 crores against Rs. 7.61 Croes in the sales of current year as the sales after 1st July have been taken net of GST. Thus for the purpose of comparison, sales (net of excise duty/ GST) & other income have increased to Rs. 705.64 crores from Rs. 654 crores previous year. The Earnings before interest, tax and Depreciation stood at Rs. 68.43 Crores (Rs. 52.72 crores) showing an increase of about 30% during the year under reference which after interest of Rs.17.54 crores (Rs.12.80 crores) and Depreciation of Rs.14.72 crores (Rs.11.79 crores) resulted in the Net Profit before tax at Rs. 36.18 crores (Rs. 28.14 crores) with an increase of over 28%.

3. FUTURE PROSPECTUS

With the prediction of normal monsoons during the running year, it is expected that the production of agriculture produce will improve the availability of basic raw material at an optimum cost with positive impact on the profitability of the Company. Good production of the agricultural produce will also ensure continuous supply of raw material at all plant locations of the Company. The Company is expected to show reasonable growth in its operations in the running year due to optimum utilization of its increased capacities at H.P and W.B Units.

4. NEW PROJECT

The Company is setting up a new unit as an Anchor unit in the Mega Food Park in the name and style of M/s Sukhjit Corn Products at Rehana Jattan, Teh. Phagwara, Punjab with maize grind capacity of 600 TPD. The unit will entail a Capex of around 150 crores and is expected to be commissioned and commence operations in the 3rd quarter of the F.Y. 2019-20.

5. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Managementâs discussion and analysis report is annexed herewith marked as âAnnexure Aâ and forms a part of this report.

6. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations.In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly implemented the system of Corporate Governance. The report on Corporate Governance is annexed herewith marked as âAnnexure Bâ to this report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 65% (i.e. Rs. 6.50/- per Equity share of Rs. 10/- each) during the financial year ended 31st March, 2018 against dividend @ 50% (i.e. Rs. 5/- per Equity share of Rs. 10/- each) paid in 2016-17.

8. TRANSFER TO RESERVES

The Company has transferred Rs. 15 crores (PY Rs. 10 crores) to the general reserve.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Indian Accounting Standards have been followed and there are no material departures;

(b) 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 affairs of the Company at the end of the financial year and of the profit of the company for the year so ended;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts for the financial Year ended 31st March, 2018 on a âgoing concernâ basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. DEPOSITS

All the deposits have been accepted/ renewed / repaid as per the provisions of the Act. The company had no unclaimed / unpaid deposits on 31/03/2018.

11. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara: The Company has incurred operational loss for the year under reference due to lower productivity. It expects to improve upon its performance during the running year.

(b) Scott Industries Ltd., Phagwara: The Company has shut down its operations. Most of its assets have been already disposed off and efforts are on to realize the dues from its old customers.

(c) Sukhjit Mega Food Park & Infra Ltd., Phagwara: The Unit is going on at site as per the schedule and the Company has already spent over Rs. 25 crores on the Project. A sum of Rs. 15 crores has been received as the 1st Installment of subsidy from Ministry of Food Processing Industries (MoPFI), Government of India and expect to get another Rs. 15 crores (2nd Installment) within this Year. The total Project costs is around Rs. 125 crores and the Project is expected to be commissioned in the 3rd quarter of the F.Y. 2019-20.

There has been no material change in the nature of business of the Subsidiaries.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Indian Accounting Standard(s) as prescribed under the Companies Act, 2013.

In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the companyâs subsidiaries for the financial year ended 31st March, 2018 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company who may be interested in seeking such information and are also available for inspection by any shareholder of the Company at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

12. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, comprise of Rs. 32.34 Crores.The amount mainly includes Rs. 28.93 Crores as disputed Central Excise Duty (excluding penalty and interest) demand raised by the Central Excise Department since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. Since the matter is subjudice, the Department has continuously been issuing the show cause notices against the differential duty. However, pertinent to mention that the product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance. The company has been manufacturing Maize Starch by following the standard Wet Milling Process for the last many decades and the product is sold and accepted by the market as Maize Starch, so the company does not foresee any liability to crystallize on this account. Other items related to a demand of Rs. 1.18 crores raised on sale made through the consignment agents of the Company which is pending before the Assistant Commissioner and Rs.2.22 Crores wrongly levied for R&C measures by A.P. Northern Power Distribution Company Ltd., Nizamabad against exemption enjoyed by the unit, the matter is pending before the Honâble High Court of Andhra Pradesh and balance on account of other Misc. service tax demands due to difference of opinion.

13. PARTICULARS OF REMUNERATION TO DIRECTORS AND DISCLOSURES

In terms of the provisions of section 197 (12) of The Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of Directors/ KMP are set out in the âAnnexure Câ to the Directorsâ Report.

However, in view of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the employees who are in receipt of remuneration over Rs. 60.00 Lacs p.a. if employed throughout the year or Rs. 5.00 Lacs p.m. if employed for a part of the year during 2017-18 are given below :

(A) Persons employed through out the year and were in receipt of remuneration aggregating not less than t 60.00 Lacs for the year:

Sr. No.	Name	Age	Designation	Gross Remuneration (Rs. Lacs)
1	Shri I.K. Sardana	72	Managing Director	124.38
2	Shri K.K. Sardana	70	Jt. Managing Director	113.34

Qualification	Experience	Date of Joining	Last Employment/ Designation Held
B.A.	52	02.08.1967	The Sukhjit Starch & Chemicals Ltd., Phagwara Sales Manager
B.A.	47	18.01.1972	The Sukhjit Starch & Chemicals Ltd., Phagwara G.M. (Commercial)

(B) Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs. 5,00,000/- per month - NIL -

Note : The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites valued in accordance with the income tax rules.

14. DIRECTORS

(a) In accordance with the provisions of the Act, Smt. Ravi Chowdhry retires by rotation and being eligible, the Board recommends her reappointment.

(b) The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence and comply with all the requirements in pursuance to subsection

(6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as independent directors under the provisions of the Act and rules thereunder.

(c) Based on evaluation criteria laid down under the Nomination and Remuneration Policy of the Company, framed in accordance with the provisions of section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee rates the performance of the board and its committees which, inter-alia, includes evaluation of leadership abilities, contribution to corporate objectives & plans, regular monitoring, effective decision making ability, attendance and contribution at Board and Committee meetings etc. The committee has in place a suitable policy for the appointment & remuneration of the Directors/ KMPs.

15. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of your company ensure the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals and compliance with all the applicable laws & regulations. The âInternal & Externalâ Auditors of the Company also measure the effectiveness of internal controls through periodical checks and ensure that company has an effective internal control system duly commensurate with its size and nature of business. The management reviews the systems periodically to systematically improve business processes in regard to their effectiveness and efficiency.

16. VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 & rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism, which also incorporates a Whistle Blower Policy, for Directors and employees of the Company to report genuine concerns of unethical behavior or violation of code of conduct by way of direct access to the Chairman of the Audit Committee. There are adequate safeguards against victimization of employees/ directors who express their concerns. Whistle Blower Policy of the Company stands placed on the Companyâs website at the link: http:// sukhjitgroup.com/whistle_blower_policy.html.

17. AUDIT COMMITTEE

The Board has constituted Audit Committee of the Company with Sh.V.P.Kapahi as Chairman and Shri S. K. Anand, Shri K.K. Sardana and Shri S.C. Jindal as its members. All the recommendations made by the Audit Committee were accepted by the Board.

18. INTERNAL COMPLAINTS COMMITTEE

The Board has constituted an Internal Committee for redressal of grievance / complaint (if any) under âSexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.â The committee has not received any complaint during the year under reference.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social Responsibility activities conducted during the financial year 2017-18 is annexed herewith marked as âAnnexure Dâ to this report.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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. The salaries/ remuneration of the directors and KMPs have been fixed after due consideration by the Nomination and Remuneration Committee / Board / Shareholders as per applicable provisions of the Act. However, the transactions with subsidiary Companies are incurred after due appraisal and approval at Directorâs level / Audit Committee, which are in the ordinary course of business and are at armâs length price, in terms of IND AS-24 and given as per Point No. 6 of the Notes to Accounts forming part of the Annual Report. Policy on related party transactions of the company stands placed on the Companyâs website at the link: http:// sukhjitgroup.com/Policy_dealing.html.

21. MEETINGS OF THE BOARD

The Board of Directors held seven meetings during the year under reference and details thereof appear in report on Corporate Governance of the Annual report.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and Investments made are provided in the standalone financial statements. The Company has given/provided some Guarantees / Securities to the Govt. / other Departments in the ordinary course of business. A corporate guarantee for Rs. 40 crores to Yes Bank Ltd. for the Term Loan for setting up the Mega Food Park by its wholly owned subsidiary M/s Sukhjit Mega Food Park & Infra Ltd. and there is no third party Guarantee / security given / provided by the Company.

23. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return of the Company is annexed herewith as âAnnexure Eâ to this report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The necessary detail is annexed herewith as âAnnexure Fâ to this report.

25. AUDITORS AND AUDITORSâ REPORT Statutory Auditors :

M/s VSAP & Associates, Chartered Accountants, the retiring Auditors of the Company have confirmed their eligibility to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommend the re-appointment of M/s VSAP & Associates, Chartered Accountants as auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The Auditorsâ report does not have any qualification, reservation, adverse remark or disclaimer made by the statutory auditors.

Cost Auditors :

The Board of Directors recommends, subject to the approval of the Central Government, the re-appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2018-19. The Cost Audit Report for the financial year ended 31st March 2018 is due to be filed with the Ministry of Corporate affairs on or before the September, 2018 and the cost audit report for the financial year ended 31/03/2017 was duly filled on 29/09/2017.

Secretarial Auditors :

The Board has appointed M/s Dinesh Gupta & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit report for the financial year ended March 31, 2018 is annexed herewith marked as âAnnexure Gâ to this report.The Board of Directors have re-appointed M/s Dinesh Gupta & Co., Practicing Company Secretaries, as Secretarial Auditors for the financial year 2018-19.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

26. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the bankers, govt., authorities, customers, members and other business associates. They place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

Sd/-

S.C. JINDAL

Chairman

Dated : 30th May, 2018

Mar 31, 2017

Dear Share Holders :

The Directors are pleased to present before you the 73rd Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2017 :-

1. FINANCIAL RESULTS	2016-17	2015-16
	(Rs. in Crores)	(Rs. in Crores)
Sales & Other income	655.40	568.43
Earnings before Interest, tax and Depreciation	52.91	63.07
Less :-
-- Interest	13.37	15.28
-- Depreciation	11.77	12.11
-- Provision for taxes (including Deferred Tax)	9.15	12.63
Profit After Tax	18.62	23.05
Surplus brought forward from previous year	7.81	9.21
Surplus available for appropriation	26.43	32.26
Dividend (including Corporate Tax)	4.44	4.44
Transfer to General Reserves	10.00	20.00
Surplus carried forward	11.99	7.81

2. PERFORMANCE

The Sales and other income of the Company have increased from Rs. 568 Crores to Rs. 655 Crores showing an increase of 15% y-o-y. The profitability has, however, not increased in line with the sales due to higher cost of basic raw material i.e. Maize being an agriculture produce, the availability of which remained a concern throughout the year due to consecutive draughts in the country. The Company has, however, controlled other expenditure in an effective way. The Earnings before interest, tax and Depreciation stood at Rs. 52.91 Crores (Rs.63.07 Crores) which after interest of Rs.13.37 Crores (Rs.15.28 Crores) and Depreciation of ^11.77 Crores (Rs.12.11 Crores) resulted in Net Profit before tax at Rs. 27.77 Crores (Rs. 35.68 Crores).

3. FUTURE PROSPECTUS

With the prediction of normal monsoons during the running year, it is expected that the production of agriculture produce will improve resulting in availability of basic raw material at an optimum cost with positive impact on the profitability of the Company. Good production of the agricultural produce will also ensure continuous supply of raw material at all plant locations of the Company. The turnover of the Company is set to grow further due to optimum utilization of increased capacities at Malda and Gurplah plants.

The introduction of GST from 1st July, 2017 should also bode well for the trade and industry enabling your Company to further expand its outreach.

4. MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management''s discussion and analysis report is annexed herewith marked as ''Annexure A'' and forms a part of this report.

5. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Company has duly implemented the system of Corporate Governance. The report on Corporate Governance is annexed herewith marked as ''Annexure B'' to this report.

6. DIVIDEND

The Directors are pleased to recommend a dividend of 50% (i.e. Rs. 5/- per Equity share of Rs. 10/- each) during the financial year ended 31st March, 2017 against interim dividend @ 50% paid in 2015-16.

7. TRANSFER TO RESERVES

The Company has transferred Rs. 10 crores (PY Rs. 20 crores) to the general reserve.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2017, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts for the financial Year ended 31st March, 2017 on a ''going concern'' basis;

(e) 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 effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. DEPOSITS

All the deposits have been accepted/ renewed / repaid as per the provisions of the Act. The company had no unclaimed / unpaid deposits on 31/03/2017.

10. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The Company has incurred operational loss for the year under reference due to lower productivity. It expects to improve upon its performance during the running year.

(b) Scott Industries Ltd., Phagwara : The Company has shut down its operations. Most of its assets have been already disposed off and efforts are on to realize the dues from its old customers.

(c) Sukhjit Mega Food Park & Infra Ltd., Phagwara : The Mega Food Park has obtained all the necessary approvals/consents from the Central as well as State Government and the onsite work is expected to start within a month''s time. The commissioning of the project will be as per the guidelines laid down by the Ministry of Food Processing Industries, Govt. of India.

There has been no material change in the nature of business of the Subsidiaries.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Accounting Standard(s) as prescribed under the Companies Act, 2013.

In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the company''s subsidiaries for the financial year ended 31st March, 2017 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company who may be interested in seeking such information and are also available for inspection by any shareholder of the Company at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

11. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, comprise of Rs. 28.62 Crores. The amount mainly includes Rs. 25.98 Crores as disputed Central Excise Duty (excluding penalty and interest) demand raised by the Central Excise Department since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. Since the matter is subjudice, the Department has continuously been issuing the show cause notices against the differential duty. However, pertinent to mention that the product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance. The company has been manufacturing Maize Starch by following the standard Wet Milling Process for the last many decades and the product is sold and accepted by the market as Maize Starch, so the company does not foresee any liability to crystallize on this account. Other items related to a demand of 1.31 crores raised on sale made through the consignment agents of the Company which is pending before the Assistant Commissioner, Rs. 1.25 Crores wrongly levied for R&C measures by A.P. Northern Power Distribution Company Ltd., Nizamabad against exemption enjoyed by the unit, the matter is pending before the Hon''ble High Court of Andhra Pradesh and balance on account of other Misc. service tax demands due to difference of opinion.

12. PARTICULARS OF REMUNERATION TO DIRECTORS AND DISCLOSURES

In terms of the provisions of section 197 (12) of The Companies Act, 2013read with Rules 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of Directors/ KMP are set out in the ''''Annexure C'''' to the Directors'' Report.

However, in view of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the the detail of the employees who are in receipt of remuneration over Rs. 60.00 Lacs p.a. if employed throughout the year or Rs. 5.00 Lacs p.m. if employed for a part of the year during 2016-17 given below :-

DIRECTORS'' REPORT

(A) Persons employed throughout the year and were in receipt of remuneration aggregating not less than t 60.00 Lacs for the year:

Sr. No.	Name	Age	Designation	Gross Remuneration (Rs. Lacs)
1	Shri I.K. Sardana	71	Managing Director	117.26
2	Shri K.K. Sardana	69	Jt. Managing Director	106.20

Qualification	Experience	Date of Joining	Last Employment/ Designation Held
B.A.	51	02.08.1967	The Sukhjit Starch & Chemicals Ltd., Phagwara Sales Manager
B.A.	46	18.01.1972	The Sukhjit Starch & Chemicals Ltd., Phagwara G.M. (Commercial)

(B) Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs. 5,00,000/- per month

- NIL -

Note : The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites valued in accordance with the income tax rules.

13. DIRECTORS

(a) In accordance with the provisions of the Act, Shri Naresh Sardana retires by rotation and being eligible, the Board recommends their reappointment.

(b) The Board also recommends the re-appointment of Sh. S. C. Jindal, Sh. S. K. Anand and Sh. V. P. Kapahi, as Independent Directors of the company for a further period of 3 years.

(c) The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed in subsection (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange.

(d) Based on evaluation criteria laid down under the Nomination and Remuneration Policy of the Company, framed in accordance with the provisions of section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee rates the performance of the board and its committees which, inter-alia, includes evaluation of leadership abilities, contribution to corporate objectives & plans, regular monitoring, effective decision making ability, attendance and contribution at Board and Committee meetings etc. The committee has in place a suitable policy for the appointment & remuneration of the Directors/ KMPs.

14. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of your company ensure the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals and compliance with all the applicable laws & regulations. The Internal & External Auditors of the Company also measures the effectiveness of internal controls through periodical checks and ensure that company has an effective internal control system duly commensurate with its size and nature of business. The management reviews the systems periodically to systematically improve business processes in regard to their effectiveness and efficiency.

15. VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 & rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism, which also incorporates a Whistle Blower Policy, for Directors and employees to report genuine concerns and also its commitment to open communication & the best practices of Corporate Governance. Whistle Blower Policy of the Company stands placed on the Company''s website at the link: http://sukhjitgroup.com/ whistle_blower_policy.html.

16. AUDIT COMMITTEE

The Board has constituted Audit Committee of the Company with Sh. V.P. Kapahi as Chairman and Shri S.K. Anand, Shri K.K. Sardana and Shri S.C. Jindal as its members. All the recommendations made by the Audit Committee were accepted by the Board.

17. INTERNAL COMPLAINTS COMMITTEE

The Board has constituted an Internal Committee for redressal of grievance / complaint (if any) under Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. However, no complaint has been received during the year.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social Responsibility activities conducted during the financial year 2016-17 is annexed herewith marked as ''Annexure D'' to this report.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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. Their salaries/ remuneration have been fixed after due consideration by the Nomination and Remuneration Committee / Board / Shareholders as per applicable provisions of the Act. However, the transactions with subsidiary Companies are incurred after due appraisal and approval at Director''s level / Audit Committee, which are in the ordinary course of business and are at per arm''s length price, in terms of AS-18 and given as per Point No. 6 of the Notes to Accounts forming part of the Annual Report. Policy on related party transactions of the company stands placed on the Company''s website at the link: http://sukhjitgroup.com/Policy_dealing.html

20. MEETINGS OF THE BOARD

The Board of Directors held six meetings during the year under reference and details thereof appear in report on Corporate Governance of the Annual report.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and Investments made are provided in the standalone financial statement. The Company has given /provided some Guarantees/ Securities to the Govt. / other Departments in the ordinary course of business. However, there is no third party Guarantee/ security given / provided by the Company.

22. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return of the Company is annexed herewith as ''Annexure E'' to this report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The necessary detail is annexed herewith as '' Annexure F'' to this report.

24. AUDITORS AND AUDITORS'' REPORT Statutory Auditors :

M/s VSAP & Associates, Chartered Accountants (FRN 018705N) have been appointed as Auditors of the company by the Board (subject to the approval of shareholders in the ensuing AGM) in place of the retiring auditors M/s Y.K. Sud & company, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 78th Annual General Meeting (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as may be mutually agreed between the Board and the Auditors.

The Auditors'' report given by M/s. Y. K. Sud& Company, Chartered Accountants, does not have any qualification, reservation or adverse remark.

Cost Auditors :

The Board of Directors recommends, subject to the approval of the Central Government, the re-appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the financial year ended 31st, March 2017 is due to be filed with the Ministry of Corporate affairs on or before the September, 2017 and the cost audit report for the financial year ended 31/03/2016 was duly filled on29/09/2016.

Secretarial Auditors :

The Board has appointed M/s Dinesh Gupta & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit report for the financial year ended March 31, 2017 is annexed herewith marked as ''Annexure G'' to this report. The Board of Directors have re-appointed M/s Dinesh Gupta & Co., Practicing Company Secretaries, as Secretarial Auditors for the financial year 2017-18.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

25. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the bankers, authorities, customers, members and other business associates. They place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

Sd/-

S.C. JINDAL Chairman

Dated : 24th May, 2017

Mar 31, 2016

Dear Share Holders:

The Directors are pleased to present before you the 72nd Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2016 :-

1. FINANCIAL RESULTS	2015-16 (Rs. in Crores)	2014-15 (Rs. in Crores)
	2015-16 (Rs. in Crores)	2014-15 (Rs. in Crores)
Sales & Other income	568.43	534.17
Earnings before Interest, tax and Depreciation	63.07	65.55
Less :-
-- Interest	15.28	17.77
-- Depreciation	12.11	13.29
-- Provision for taxes (including Deferred Tax)	12.63	11.28
Profit After Tax	23.05	23.20
Surplus brought forward from previous year	9.21	10.43
Surplus available for appropriation	32.26	33.63
Dividend (including Corporate Tax)	4.44	4.43
Transfer to General Reserves	20.00	20.00
Surplus carried forward	7.81	9.21

2. PERFORMANCE

The sales and other income of the company have improved from Rs.534 crores to Rs.568 crores despite there being a demand compression for some finished goods used by the FMCG sector which was adversely affected from poor rural demand due to consecutive droughts in the Country. The Earnings before Interest, tax and Depreciation came in at Rs 63.07 crores (Rs.65.55) which after interest of 15.28 crores (Rs.17.77 crores) and depreciation of Rs.12.11 crores (Rs.13.29 crores) resulted in Net profit before tax at Rs.35.68 crores (Rs.34.49 crores). The availability of basic raw material being maize remains a concern throughout the year due to consecutive droughts in the major maize producing states of the country. The availability of the basic raw material at higher price did impact the operating margin of the Company.

3. FUTURE PROSPECTUS

With the prediction of good monsoon in the current year, we expect that raw material position will become comfortable from the months of October/Number of the running year i.e. when the kharifcrop (major crop of maize) comes in the market. We are putting our conscious efforts to show an overall improvement in Key operational parameters with constant focus on maintaining operational efficiency and optimum product mix.

4. MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Management''s discussion and analysis report is annexed herewith marked as ''Annexure A'' and forms a part of this report.

5. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange, the Company has duly implemented the system of Corporate Governance. The report on Corporate Governance as stipulated under the Listing agreement is annexed herewith marked as ''Annexure B'' to this report.

6. DIVIDEND

-The Company has declared and paid Interim Dividend @50% (i.e. Rs.5/-per share) in March 2016. The directors have decided to maintain the dividend at the same rate of 50% (i.e. Rs.5/-per share) for the FY 2015-16 as declared for the previous financial year 2014-15.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3c) of the Companies Act, 2013, the Directors state that:

(i) In the preparation of the Annual Accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(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 affairs of the Company at the end of the financial year and of the profit of the company for the year so ended;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 for the financial Year ended 31st March, 2016 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 effectively; and

(vi). The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. DEPOSITS

All the deposits have been accepted/ renewed / repaid as per the provisions of the Act. The company had no unclaimed / unpaid deposits on 31/03/2016.

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(b) Scott Industries Ltd., Phagwara: The Company has shut down its operations. Most of its assets have been already disposed off and efforts are on to realize the dues from its old customers.

(c) Sukhjit Mega Food Park & Infra Ltd., Phagwara : The Company has been incorporated as an SPV for setting up the Mega Food Park in Punjab, which has been approved by the Ministry of Food Processing Industries (MoFPI), Govt. of India, New Delhi under its Mega Food Park Scheme. The Project is in the initial stages of getting various Govt. consents/approvals and will be in a position to take effective steps for commissioning during the year under reference.

There has been no material change in the nature of business of the Subsidiaries.

As required under the Listing Agreement with the Bombay Stock Exchange, Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Accounting Standard(s) as prescribed under the Companies Act, 2013.

In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the company''s subsidiaries for the financial year ended 31st March, 2016 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company who may be interested in seeking such information and are also available for inspection by any shareholder of the Company at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

10. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, comprise of Rs. 27.18 Crores. The amount mainly includes Rs. 24.94 Crores as disputed Central Excise Duty (excluding penalty and interest) demand raised by the Central Excise Department since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. Since the matter is sub juice, the Department has continuously been issuing the show cause notices against the differential duty. However, pertinent to mention that the product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance. The company has been manufacturing Maize Starch by following the standard Wet Milling Process for the last many decades and the product is sold and accepted by the market as Maize Starch, so the company does not foresee any liability to crystallize on this account. Other items include show cause notice concerning demand of Rs.1.19 crores on exempted goods and the case is pending before the Commissioner, Central Excise and Rs. 1.05 Crores wrongly levied for R&C measures by A.P. Northern Power Distribution Company Ltd., Nizamabad against exemption enjoyed by the unit, the matter is pending before the Hon''ble High Court of Andhra Pradesh.

11. PARTICULARS OF REMUNERATION TO DIRECTORS AND DISCLOSURES

In terms of the provisions of section 197 (12) of The Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of Directors/KMP are set out in the ''Annexure C'' to the Directors'' Report.

in receipt of remuneration over Rs.60.00 Lacs p.a. if employed throughout the year or Rs. 5.00 Lacs p.m. if employed for a part of the year during 2014-15 given below :

(A) Persons employed throughout the year and were in receipt of remuneration aggregating not less than Rs. 60.00 Lacs for the year:

Sr. No.	Name	Age	Designation	Gross Remuneration (Rs. Lacs)
1	Shri I.K. Sardana	70	Managing Director	109.30
2	Shri K.K. Sardana	68	Jt. Managing Director	102.32

Qualification	Experience	Date of Joining	Last Employment/ Designation Held
B.A.	50	02.08.1967	The Sukhjit Starch & Chemicals Ltd., Phagwara Sales Manager
B.A.	45	18.01.1972	The Sukhjit Starch & Chemicals Ltd., Phagwara G.M. (Commercial)

(B) Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs.5, 00,000/- per month

- NIL -

Note: The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites valued in accordance with the income tax rules.

12. DIRECTORS

(a) In accordance with the provisions of the Act, Shri V.K. Sardana retires by rotation and being eligible, the Board recommends their reappointment.

(b) The Company has received declarations from all the independent directors of the company confirming that they meet the criteria of independence as prescribed in subsection (6) of Section 149 of the Companies Act, 2013 and clause 49 of the listing agreement with stock exchange.

13. INTERNAL FINANCIAL CONTROLS

Internal financial control systems of your company ensure the reliability of financial reporting, timely feedback on the achievement of operational or strategic goals and compliance with all the applicable laws & regulations. The Internal & External Auditors of the Company also measures the effectiveness of internal controls through periodical checks and ensure that company has an effective internal control system duly commensurate with its size and nature of business. The management reviews the systems periodically to systematically improve business processes in regard to its effectiveness and efficiency.

14. VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 & rules made there under and Clause 49 of the Listing Agreement with the Stock Exchange, the Company has established a vigil mechanism, which also incorporates a Whistle Blower Policy, for Directors and employees to report genuine concerns and also its commitment to open communication & the best practices of Corporate Governance. Whistle Blower Policy of the Company stands placed on the Company''s website at the link: http://sukhjitgroup.com/whistle_blower_policy.html.

15. AUDIT COMMITTEE

The Board has constituted Audit Committee of the Company with Sh. V.P. Kapahi as Chairman and Shri S.K. Anand, Shri K.K. Sardana and Shri S.C. Jindal as its members. All the recommendations made by the Audit Committee were accepted by the Board.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social Responsibility activities conducted during the financial year 2015-16 is annexed herewith marked as ''Annexure D'' to this report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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. Their salaries/ remuneration have been fixed after due consideration by the Nomination and Remuneration Committee / Board / Shareholders as per applicable provisions of the Act. However, the transactions with subsidiary Companies are incurred after due appraisal and approval at Director''s level / Audit Committee, which are in the ordinary course of business and are at per arm''s length price, in terms of AS-18 and given as per Point No. 6 of the Notes to Accounts forming part of the Annual Report. Policy on related party transactions of the company stands placed on the Company''s website at the link: http://sukhjitgroup.com/Policy_dealing.html

18. MEETINGS OF THE BOARD

The Board of Directors held six meetings during the year under reference and details thereof appear in report on Corporate Governance of the Annual report.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and Investments made are provided in the standalone financial statement. The Company has given /provided some small Guarantees/ Securities to the Govt. / other Departments in the ordinary course of business. However, there is no third party Guarantee/ security given / provided by the Company.

20. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return of the Company is annexed herewith as ''Annexure E'' to this report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy

(a) Steps taken or impact on conservation of energy:

The Company has been taking necessary steps to conserve / save energy by installing / replacing the equipments as ongoing process, where feasible, after due technical appraisal and energy audits. The main areas addressed during the year include:

(i) Oversized hydro cyclones have been replaced appropriately thereby reducing size of motors each from 30HP to 20HP.

(ii) Steeping process has been re-augmented thereby reducing the steeping time to 40 hours from earlier 55 to 60 hours, thus reducing the number of circulation pumps with consequent reduction in power and steam.

(iii) Installed perpetual ventilators on the roofs in replacement of exhaust fans resulting in saving of power used by fans / electric lights earlier and harvesting of sun light as well.

(iv) Optimized water consumption by recycling or reusing process water thereby reducing power load for withdrawal of ground water with due conservation of water resources.

(b) Steps taken by the company for utilizing alternate sources of energy:

Steps are already afoot for generating power from the agricultural waste. Company is considering various steps for utilizing alternate sources of energy like generating power from Bio fuel gas / solar. The Company is already producing Bio fuel gas from its effluent waste, which is being used for drying some of its products and partly for generating steam thereby replacing use of furnace oil and coal and reducing carbon foot print.

During the year, the Company has made capital Investment of Rs.36.39 lacs, on account of energy conservation equipments at its Phagwara (Pb.) and Nizamabad (Telangana) units.

Technology Absorption

The Company has not entered into any technical collaboration agreement. It has not acquired any technical know-how from any foreign source so far.

Research & Development

Research & Development programmed 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.

Expenditure on R & D

The Company has spent Rs. 63.24 lacs during the year under reference (Rs. 59.02 lacs during previous year) in pursuit of improving the quality of products line, developing new products and improving their application. Foreign Exchange Earnings and Outgo

The Foreign Exchange Earnings of the Company have been Rs. 741.50 lacs (Rs. 438.68 lacs during previous year) on a F.O.B. Basis.

The Company has imported capital goods of Rs.256.66 lacs (? Nil during previous year), Spare parts, components and consumables of Rs. 40.54 (Rs.31.19 Lacs during previous year) on a C.I.F. basis and incurred foreign traveling exp. of Rs. Nil (Rs. 2.90 lacs during previous year).

22. AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

M/s. Y. K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommends the re-appointment of M/s. Y. K. Sud & Company, Chartered Accountants as Auditors of the Company to hold Office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The Auditors'' report does not have any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors recommends, subject to the approval of the Central Government, the re-appointment of M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2016-17. The Cost Audit Report for the financial year ended 31st, march 2016 is due to be filed with the Ministry of Corporate affairs on or before the September, 2016 and the cost audit report for the financial year ended 31/03/2015 was duly filled on 29/09/2015.

Secretarial Auditors :

The Board has appointed M/s Dinesh Gupta & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit report for the financial year ended March 31, 2016 is annexed herewith marked as ''Annexure F'' to this report. The Board of Directors have re-appointed M/s Dinesh Gupta & Co., Practicing Company Secretaries, as Secretarial Auditors for the financial year 2016-17.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

23. ACKNOWLEDGEMENT

Yours truly, For and on behalf of the Board, Sd/-

S.K. ANAND Chairman Dated: 25th May, 2016

Mar 31, 2014

Dear Share Holders :

The Directors are pleased to present before you the 70th Annual Report and the Audited Statement of Accounts

For the year ended 31st March, 2014 :-

1. FINANCIAL RESULTS 2013-14 2012-13 (Rs. in Crores) (Rs. in Crores)

Sales & Other income 508.91 420.10

Earning before Interest, tax and Depreciation 51.58 51.33

Less :-

- Interest 16.65 14.12

- Depreciation 12.27 8.85

- Provision for taxes (including Deferred Tax) 6.62 6.78

Profit After Tax 16.04 21.58

Surplus brought forward from previous year 12.41 10.15

Surplus available for appropriation 28.45 31.73

Proposed dividend (including Corporate Tax) 3.02 4.32

Transfer to General Reserves 15.00 15.00

Surplus carried forward 10.43 12.41

2. PERFORMANCE

The sales and other income of the company have increased from Rs. 420.10 crores for the year ended 31/03/2013 to Rs. 508.91 crores for the year ended 31/03/2014 registering an increase of over 21%. The operating profits have, however, remained static owing to higher cost of raw material as there was a undue revision in MSP of Maize (our basic raw material) by the Government last year and this higher cost could not be immediately factored into the selling prices of finished goods due to recessive trends in the economy during the year under review. The raw material prices have, however stabilized in the running year and we expect that sufficient quantity of maize will be available at reasonable prices to ensure continuous running of all our manufacturing facilities with reasonable profits.

3. FUTURE PROSPECTUS

As required under the Corporate Governance, Management Discussion and Analysis, forming part of this report annexed hereto, reflects the current state of affairs of business.

A higher capacity utilization of the expansions of Malda Unit and Gurplah Unit is expected to contribute to the sales of the company significantly with reasonable increase in profits. The overall turnover of the company may further show a growth of about 15% during the running year.

4. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. The Company has duly implemented the system of Corporate Governance as per the requirements of the Listing Agreement. The detailed report appearing in the Annexures forms part of this report.

5. DIVIDEND

The Directors are pleased to recommend a dividend of 35% for the financial year ended 31st March, 2014 against 50% last year owing to lower net profits and to conserve funds for expanding business operations.

6. CREDIT RATING

The company continues to enjoy good credit rating i.e. A1 (A one) for its short term bank facilities and A (A Plus) for its long term facilities from Credit Analysis and Research Ltd. (CARE). The rating reflects company''s financial discipline & prudent working capital management.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, the Directors confirm :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year so ended ;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv)that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

8. DEPOSITS

All the deposits have been renewed/repaid during the finanical year ended 31/03/2014, as per the provisions of Section 58-A of the Companies Act, 1956 and rules made thereunder. The company had no unclaimed/ unpaid deposits on 31/03/2014.

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The company has shown a turn around with a net profit for the year under reference. The company is expected to improve upon its performance in the years to come.

(b) Sukhjit Finance Ltd., Phagwara : The operations of the company have almost been shut down to ward off unnecessary losses and efforts are being made to realize overdues and the available assets of the Company.

(c) Scott Industries Ltd., Phagwara : The company has shut down its operations owning to huge losses over the years. Most of its assets have been disposed off during the year under reference, and efforts are on to realize the dues from its customers.

There has been no material change in the nature of business of the Subsidiaries.

As required under the Listing Agreement with the Bombay Stock Exchange, the Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Accounting Standard(s) prescribed under Section 211 (3C) of the Companies Act, 1956. In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the company''s subsidiaries for the financial year ended 31st March, 2014 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company/its subsidiaries who may be interested in seeking such information and are also available for inspection by any shareholder of the Company/its subsidiaries at the registered office of the Company/its subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

10. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, comprise ofRs. 22.15 Crores mainlyRs. 20.90 Crores on account of disputed Central Excise Duty on Maize Starch excluding penalty and interest since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. The product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance and the matter is subjudice. The company has been manufacturing Maize Starch by following the standard Wet Milling Process for the last many decades and the product is sold and accepted by the market as Maize Starch, so the company does not foresee any liability to crystallize on this account. Other major item relates to show cause notice concerning demand ofRs. 1.19 crores on exempted goods and the case is pending before The Commissioner, Central Excise.

11. PERSONNEL

In terms of the provisions of section 217 (2A) of The Companies Act, 1956 and rules made thereunder (amended to date), the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, in view of the provisions of section 219(b)(iv) of the said Act, the aforesaid schedule is not annexed to the Annual Report being sent to the Members of the Company. Any member interested in obtaining the particulars may write to the company.

12. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri V.K. Sardana retires by rotation and being eligible, the Board recommend his reappointment.

13. AUDITORS

M/s. Y.K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors have recommend the re-appointment of M/s. Y.K. Sud & Company, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 73rd Annual General Meeting subject to ratification in the Annual General Meeting as per the provisions of Companies Act, 2013.

The Board of Directors recommend, subject to the approval of the Central Government, the re-appointment of M/s. Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2014-15. The cost audit report for the financial year ended 31st March, 2014 is due to be filed with the Ministry of Corporate Affairs on or before the 30th September, 2014 and the cost audit report for the financial year ended 31/03/2013 was duly filed on 28/09/2013.

14. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation received from the bankers, customers and other business associations. They place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

S.C.JINDAL

Chairman

Dated : 30th May, 2014

Mar 31, 2013

Dear Share Holders :

The Directors'' are pleased to present before you the 69th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013 :-

1. FINANCIAL RESULTS 2012-13 2011-12 (Rs. in Crores) (Rs. in Crores)

Sales & Other income 4 20.10 354.94

Earning before Interest, tax and Depreciation 51.33 45.99

- Less Interest 14.12 11.19

- Depreciation 8.85 7.14

- Provision for taxes (including Deferred Tax) 6.78 5.56

Profit After Tax 21.58 22.10

Surplus brought forward from previous year 10.15 6.91

Surplus available for appropriation 31.3 29.01

Proposed dividend (including Corporate Tax) 4.32 3.86

Transfer to General Reserve 15.00 15.00

Surplus carried forward 12.41 0.15

2. PERFORMANCE

The sales and other income of the company have increased from Rs. 354.95 crores for the year ended 31/03/ 2012 to Rs. 420.10 crores for the year ended 31/03/2013 registering an increase of over 18% (year over year). The interest cost has continued to take a heavy toll on the profits of the Company due to high rates of interest prevailing through out the year. The prices of the finished goods also remained under pressure due to addition of new capacities in the industry and having operationalised during the current year. The earnings before depreciation, interest and tax have increased from Rs. 45.99 crores to Rs. 51.32 crores for the current year which after providing financial cost Rs. 14.12 crores (Rs. 11.19 crores), depreciation of Rs. 8.85 crores (Rs. 7.14 crores) and tax expense including deferred tax of Rs. 6.78 crores (Rs. 5.56 crores) leave a net profit of Rs. 21.58 crores (Rs. 22.10 crores).

3. FUTURE PROSPECTUS

As required under the Corporate Governance, Management Discussion and Analysis, forming part of this report annexed hereto, reflects the current state of affairs of business.

A higher capacity utilization of the expansion of Malda Unit during the running year is expected to contribute to the sales of the company significantly with reasonable increase in profits. The overall turnover of the company may further show a growth of about 20% during the running year.

4. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. The Company has duly implemented the system of Corporate Governance as per the requirements of the Listing Agreement. The detailed report appears in the Annexures forming part of this report.

5. DIVIDEND

The Directors are pleased to recommend a dividend of 50% during the financial year ended 31st March, 2013 against 45% last year.

6. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, the Directors confirm :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year so ended ;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

7. DEPOSITS

All the deposits have been renewed/repaid as per the provisions of Section 58-A of the Companies Act, 1956 and rules made thereunder. The company had no unclaimed/unpaid deposits on 31/03/2013.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The company has shown a turn around with a net profit for the year under reference. The company is expected to improve upon its performance in the years to come.

(b) Sukhjit Finance Ltd., Phagwara : The operations of the company have almost been shut down to ward off unnecessary losses and efforts are being made to realize overdues and the available assets of the Company.

(c) Scott Industries Ltd., Phagwara : The company has shut down its operations owning to huge losses over the years. Most of its assets have been disposed off in May, 2013 to redeem the maximum investment and efforts are on to realize the dues from its customers.

There has been no material change in the nature of business of the Subsidiaries.

As required under the Listing Agreement with the Bombay Stock Exchange, a Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Accounting Standard(s) as prescribed under Section 211 (3C) of the Companies Act, 1956. In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the company''s subsidiaries for the financial year ended 31st March, 2013 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company/its subsidiaries who may be interested in seeking such information and are also available for inspection by any shareholder of the Company/its subsidiaries at the registered office of the Company/its subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

9. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, comprise of Rs. 20.38 Crores mainly Rs. 19.12 Crores on account of disputed Central Excise Duty excluding penalty and interest. The amount is on account of demand raised by Central Excise Department since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. The product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance and the matter is subjudice. The company has been manufacturing Maize Starch by following the standard Wet Milling Process for the last many decades and the product is sold and accepted by the market as Maize Starch, so the company does not foresee any liability to crystallize on this account. Other items include show cause notice concerning demand of Rs. 1.19 crores on exempted goods and the case is pending before The Commissioner, Central Excise.

10. PERSONNEL

In terms of the provisions of section 217 (2A) of The Companies Act, 1956 and rules made thereunder (amended to date), the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, in view of the provisions of section 219(b)(iv) of the said Act, the aforesaid schedule is not annexed to the Annual Report being sent to the Members of the Company. Any member interested in obtaining the particulars may write to the company.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri A.K. Sardana and Shri Naresh Sardana retire by rotation and being eligible, the Board recommend their reappointment.

12. AUDITORS

M/s. Y.K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board

of Directors recommend the re-appointment of M/s. Y.K. Sud & Company, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The Board of Directors recommend, subject to the approval of the Central Government, the appointment of M/s. Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2012-13. The cost audit report for the said year is due to be filed with the Ministry of Corporate Affairs on or before the 30th September, 2013 and the cost audit report for the financial year ended 31/03/2012 was duly filed on 29/12/2012 (i.e. within the extended due date for the said filing).

13. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation received from the bankers, customers and other business associations. They place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

S.C.JINDAL

Chairman

Dated : 31st May, 2013

Mar 31, 2012

The Directors are pleased to present before you the 68th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012

1. FINANCIAL RESULTS 2011-12 2010-11

(Rs. in Crores) (Rs. in Crores)

Sales & Other income 354.94 339.41

Earning before Interest, tax and Depreciation 45.99 63.06

- Less Interest 11.19 6.97

- Depreciation 7.14 6.64

- Provision for taxes 5.56 10.67

Profit After Tax 22.10 38.78

Surplus brought forward from

previous year 6.91 5.00

Surplus available for

appropriation 29.01 43.78

Proposed dividend (including

Corporate Tax)

3.86 6.87

Transfer to General Reserve 15.00 30.00

Surplus carried

forward 10.15 6.91

2. PERFORMANCE

The revenue from operations have not shown the expected growth due to pricing pressure on the sale of finished goods owing to uncertain economic conditions. The company has, however, achieved higher export turnover of Rs. 6.95 Crores during the year against Rs. 1.79 crores previous year showing a remarkable increase of 288%. The Company intends to increase its focus on exports in order to diversify its markets and secure high realization for finished goods.

The profits of the Company have shown a downward trend due to higher cost of raw material i.e. maize which is an agriculture produce, production and availability of which violently fluctuated during the year. The prices of finished goods remained under pressure for most part of the year and the interest cost has also increased exorbitantly (by over 60%) due to repeated hikes in the interest rates by the banks during the year under reference.

3. FUTURE PROSPECTUS

As required under the Corporate Governance, Management Discussion and Analysis, forming part of this report, reflects the current state of affairs of business.

The expansion of Malda Unit has reached its final stage and trial runs have already begun for some plants. The higher capacities are expected to be fully operational from July, 2012 enabling the Company to achieve higher level of sales during the current year.

4. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. The Company has duly implemented the system of Corporate Governance as per the requirements of the Listing Agreement. The detailed report appears in the Annexures forming part of this report.

5. DIVIDEND

The Directors are pleased to recommend a dividend of 45% for the financial year ended 31st March, 2012 against 80% last year. The Board has recommended lower dividend with a view to conserve resources for financing the expanding operations of Malda Unit and owing to lower profitability during the year under reference.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, the Directors confirm :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year so ended ;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv)that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2012 on a 'going concern' basis.

7. DEPOSITS

All the deposits have been renewed/repaid as per the provisions of Section 58-A of the Companies Act, 1956 and rules made thereunder. The company had no unclaimed/unpaid deposits on 31/03/2012.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The company has incurred a small loss due to higher input cost. However, it continues to provide an adequate engineering support to the company.

(b) Sukhjit Finance Ltd., Phagwara : The operations of the company have almost been shut down to ward off unnecessary losses and efforts are being made to realize overdues and the available assets of the Company.

(c) Scott Industries Ltd., Phagwara : The company has continued with bad performance owing to overall poor performance of the textile sector in the country. The board is considering various alternatives for necessary turn around including change in the business line.

There has been no material change in the nature of business of the Subsidiaries.

As required under the Listing Agreement with the Bombay Stock Exchange, a Consolidated Financial Statements of the Company and its subsidiaries are attached, which have been prepared in accordance with the relevant Accounting Standard(s) as prescribed under Section 211 (3C) of the Companies Act, 1956.

In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the company's subsidiaries for the financial year ended 31st March, 2012 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company/its subsidiaries who may be interested in seeking such information and are also available for inspection by any shareholder of the Company/its subsidiaries at the registered office of the Company/its subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any shareholder on demand.

9. CONTINGENT LIABILITY

Disputed Liabilities, not provided as expense in the accounts, of Rs. 18.80 Crores mainly include Rs. 17.54 Crores on account of disputed Central Excise Duty excluding penalty and interest. The amount is on account of demand raised by Central Excise Department since 01/04/1997 alleging the sale of Maize Starch as that of Modified Starch. The product has been repeatedly got tested by the Department from its Central Revenue Laboratory where it has been clearly held to be Maize Starch. So the demand is totally baseless and without any substance and has since been stayed by the Hon'ble Punjab and Haryana High Court.

10. PERSONNEL

Pursuant to Section 217(2A) of the Companies Act, 1956 details of the employees who were in receipt of remuneration over Rs. 60.00 Lacs if employed throughout the year or Rs. 5.00 Lacs p.m. if employed for a part of the year is given below :

(A) Persons employed through out the year and were in receipt of remuneration aggregating not less than 60,00,000/- for the year :

Sr.

No. Name Age Designation Gross Remuneration (Rs. Lacs)

1. Shri I.K. Sardana 66 Managing Director 70.99

2. Shri K.K. Sardana 64 Jt. Managing Director 64.05

Qualification Experience Date of Joining Last Employment / Designation Held

B.A. 46 Years 02.08.1967 The Sukjit Starch & Chemicals

Ltd., Phagwara Sales Manager

B.A. 41 Years 18.01.1972 The Sukjit Starch & Chemicals

Ltd., Phagwara G.M. (Commercial)

(B) Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs. 5,00,000/- per month - NIL -

Note : The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites valued in accordance with Income tax rules.

11 DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri S.C. Jindal and Shri V.K. Sardana retire by rotation and being eligible, the Board recommend their reappointment.

12. AUDITORS

M/s. Y.K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommend re-appointment of M/s. Y.K. Sud & Company, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

The company has appointed M/s Khushwinder Kumar & Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2011-12 with the deemed approval of the Central Government. The cost audit report for the said year is due to be filed with the Ministry of Corporate Affairs on or before 30th September, 2012.

15. ACKNOWELDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation received from the bankers and place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

S.C. JINDAL

Chairman

Dated : 29th May, 2012

Mar 31, 2011

The Directors are pleased to present before you the 67th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011 :-

1. FINANCIAL RESULTS 2010-11 2009-10 (Rs. in Crores) (Rs. in Crores)

Sales & Other income 354.46 266.28

Profit before tax & depreciation 56.09 24.85

Profit before tax but after depreciation 49.45 18.91

Provision for taxes (10.65) (4.47)

Profit After Tax 38.80 14.44

Taxes relating to previous years 0.02 (0.23)

Surplus brought forward from previous year 5.00 4.49

Surplus available for appropriation 43.78 19.17

Proposed dividend (including Corporate Tax) 6.87 5.16

Transfer to General Reserve 30.00 9.00

Surplus carried forward 6.91 5.00

2. PERFORMANCE

The gross sales and other income of the Company have increased from Rs.266.28 Crores to Rs. 354.46 Crores registering an excellent growth of 33%. Operating Profits of the Company have shown manifold growth to Rs. 56.09 Crores against Rs. 24.85 Crores previous year. Profit after providing Rs. 6.64 Crores (Rs. 5.94 Crores) for depreciation and Rs. 10.65 Crores (Rs. 4.47 Crores) for taxation, leave a net profit of Rs. 38.80 Crores (Rs. 14.44 Crores). A sum of Rs. 30.00 Crores has been proposed to be transferred to general reserves against Rs. 9.00 Crores last year.

The increase in sales has been achieved by high capacity utilizing of Nizamabad unit and optimization of capacities at other units of the Company. The company has been able to procure its basis raw material in time and at a right price during the main maize procurement season, leading to lower material cost and higher profitability during the year.

3. FUTURE PROSPECTUS

As required under the Corporate Governance, the Management Discussion and Analysis, forming part of this report, reflects the current state of affairs of business.

The expansion of Malda Unit is expected to be commissioned by the end of this year and it is expected that the higher capacity utilization by other units of the company will enable an overall increase of over 15% in its operations during the current year.

4. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting the business with due compliance of all the applicable laws, rules and regulations. The company has duly implemented the system of Corporate Governance as per the requirements of the Listing Agreement. The detailed report appears in the Annexures forming part of this report.

5. DIVIDEND

The Directors are pleased to recommend a final dividend of 40% taking total dividend to 80% during the financial year ended 31st March, 2011 against 60% last year. The dividend has been recommended with a view to conserve resources for the ongoing expansion at Malda unit and balancing of operations at Gurplah unit of the company.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, the Directors confirm :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31 st March, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year so ended ;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a going concern basis.

7. DEPOSITS

All the deposits have been renewed/repaid as per the provisions of Section 58-A of the Companies Act, 1956 and rules made thereunder. The company had no unclaimed/unpaid deposits on 31/03/2011.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The company has incurred losses due to higher input cost. However, it is expected to perform reasonably well during the current year.

(b)Sukhjit Finance Ltd., Phagwara : The operations of the company have been shut down to ward off unnecessary losses.

(c) Scott Industries Ltd., Phagwara : The company has not been able to perform well due to lower sales and overall poor performance of the textile sector in the Country.

There has been no material change in the nautre of business of the Subsidiaries.

As required under the Listing Agreement with the Bombay Stock Exchange, a Consolidated Financial Statement of the Company and its subsidiaries is attached, which has been prepared in accordance with the relevant Accounting Standard(s) as prescribed under Section 211 (3C) of the Companies Act, 1956. In pursuance to the general circular issued by the Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing the requisite financial details of the companys subsidiaries for the financial year ended 31st March, 2011 is annexed to the consolidated results in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any shareholder of the Company/its subsidiaries who may be interested in seeking such information and are also available for inspection by any shareholder of the Company/its subsidiaries at the registered office of the Company/its subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidaries to any shareholder on demand.

9. CONTINGENT LIABILITY

Disputed Liabilities, not adjusted as expense in the accounts include Rs. 17.24 crores (Rs. 15.93 Crores prev. year) on account of Central Excise Duty. The major item, consists of Rs. 17.06 crores (Rs. 15.90 crores Prev. Year) excluding penalty and interest on account of demands raised by Central Excise Department since 01.04.1997 alleging sale of Maize Starch as that of Modified Starch. The demand is totally baseless/frivolous since the chemical examiner of CENTRAL REVENUE LABORATORY has clearly held the product to be Maize Starch. Moreover, the product being manufactured by the company for the last over six decades has been sold as Maize Starch, accepted by the market as Maize Starch and classified as Maize Starch by the Department, itself, from time to time. Honble High Court has since stayed the demand and the matter is subjudice.

10. UNCLAIMED SHARES DEMAT SUSPENSE ACCOUNT

The company has opened the "unclaimed shares demat suspense account" with M/s India Infoline Ltd. (DP Id. : IN 302269), as required under the SEBI Circular No. CIR/CFD/DIL/10/2010 dated 16th December, 2010 to transfer and maintain the unclaimed shares in the said account.

11. PERSONNEL

Pursuant to Section 217 (2A) of the Companies Act, 1956, the details of the employees who were in receipt of remuneration over Rs. 60.00 lacs if employed throughout the year or Rs. 5.00 lacs p.m. if employed for a part of the year is given below :

(a)The Persons employed through out the year and were in receipt of remuneration aggregating not less than Rs. 60,00,000/- for the year :

No. Name Age Designation Gross Remuneration (Rs.)

1. Sh. I.K. Sardana 65 Managing Director 70,46,096/-

2. Sh. K.K. Sardana 63 Jt. Managing Director 63,28,660/-

Qualification Experience Date of Joining Last Employment/Designation Held

B.A. 45 Years 02.08.1967 The Sukhjit Starch & Chemicals Ltd., Phagwara Sales Manager

B.A. 40 Years 18.01.1972 The Sukhjit Starch & Chemicals Ltd., Phagwara G.M. (Commercial)

(b) The Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs. 500000/- per month Ã Nil Ã

Note : The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites value in accordance with Income tax rules.

12. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri S.K. Anand and Shri V.P. Kapahi retire by rotation and being eligible, the Board recommend their reappointment.

13. AUDITORS

M/s. Y.K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommend re-appointment of M/s. Y.K. Sud & Co., Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

14. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation received from the bankers and place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

S.C.JINDAL Chairman

Dated: 10thJune, 2011

Mar 31, 2010

The Directors are pleased to present before you the 66th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010 :-

1. FINANCIAL RESULTS 2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other income 26628.34 21277.43

Profit before tax & depreciation 2485.35 1942.96

Profit before tax but after depreciation 1891.33 1431.51

Provision for taxes (447.00) (269.00)

Profit After Tax 1444.33 1162.51

Taxes relating to previous years 23.08 (1.98) Surplus brought forward from previous year 449.43 334.26

Surplus available for appropriation 1916.84 1494.79

Proposed dividend (including Corporate Tax) (516.34) (345.36)

Transfer to General Reserve (900.00) (700.00)

Surplus carried forward 500.50 449.43

2. PERFORMANCE

The gross sales and other income of the Company have increased from Rs. 212.77 Crores to Rs. 266.28 Crores showing an impressive growth of 25%. Operating Profits of the Company i.e. Profit Before Tax & Depreciation have increased from Rs. 19.43 Crores to Rs. 24.85 Crores registering a growth of 28%. Operating profits after providing depreciation of Rs. 5.94 Crores (Rs. 5.11 Crores) and taxation of Rs. 4.47 Crores (Rs. 2.69 Crores) leave a net profit of Rs. 14.44 Crores (Rs. 11.63 Crores).

The increase in sales has been achieved by utilizing optimum capacity at Tahliwal in H.P. and higher capacity utilization at other units. The company could procure sufficient raw material during the main procurement season leading to higher profitability for the year. Energy conservation measures have also considerably contributed to improve upon the profitability.

3. FUTURE PROSPECTUS

As required under the Corporate Governance, the Management Discussion and Analysis, forming part of this report, reflects the current state of affairs of business.

The expansion of Nizamabad Unit has been completed during the year and it is expected to contribute significantly to the sales of the Company in the running year. The Company expects an overall increase in its operations by over 20% during the current year.

4. CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of transparency and believes in conducting the business with due compliance of all the applicable laws, rules and regulations. The company has duly implemented the system of Corporate Governance as per the requirements of the Listing Agreement. The detailed report appears in the Annexures forming part of this report.

5. DIVIDEND

The Directors are pleased to recommend a dividend @ 60% for the financial year ended 31st March, 2010 against 40% last year.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, the Directors confirm :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year so ended ;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2010 on a going concern basis.

7. DEPOSITS

All the deposits have been timely renewed/repaid as per the provisions of Section 58-A of the Companies Act, 1956 and rules made thereunder. The company had no unclaimed/unpaid deposits on 31/03/2010.

& SUBSIDIARY COMPANIES

(a) The Vijoy Steel & General Mills Company Ltd., Phagwara : The company has maintained its performance and it is expected that it will perform reasonably well during the current year.

(b) Sukhjit Finance Ltd., Phagwara : The operations of the company have been cut down substantially to ward off unnecessary losses.

(c) Scott Industries Ltd., Phagwara : The company has started showing upward trend in sales as well as in profits and it will continue improving its performance in the current year.

9. CONTINGENT LIABILITY

Disputed Liabilities, not adjusted as expense in the accounts include Rs. 15.93 crores (Rs. 14.85 Crores prev. year) on account of Central Excise Duty. The major item, consists of Rs. 15.90 crores (Rs. 14.80 crores Prev. Year) excluding penalty and interest on account of demands raised by Central Excise Department since 01.04.1997 alleging sale of Maize Starch as that of Modified Starch. The demand is totally baseless/frivolous since the chemical examiner of CENTRAL REVENUE LABORATORY has clearly held the product to be Maize Starch. Moreover, the product being manufactured by the company for the last over five decades has been sold as Maize Starch, accepted by the market as Maize Starch and classified as Maize Starch by the Department, itself, from time to time. Honble High Court has since stayed the demand and the matter is subjudice.

10. PERSONNEL

Pursuant to Section 217 (2A) of the Companies Act, 1956, the details of the employees who were in receipt of remuneration over Rs. 24.00 lacs if employed throughout the year or Rs. 2.00 lacs p.m. if employed for a part of the year is given below :

(a)The Persons employed through out the year and were in receipt of remuneration aggregating not less than Rs. 2400000/- for the year:

No. Name Age Designation Gross Remuneration (Rs.)

1. Sh. I.K. Sardana 64 Managing Director 41,09,750/-

2. Sh. K.K. Sardana 62 Jt. Managing Director 36,69,979/-

3. Sh. S.M. Jindal 78 Executive Director & Secretary 32,72,844/-

Qualif ication Experience Date of Joining Last Employment /Designation Held

B.A. 44 Years 02.08.1967 The Sukhjit Starch & Chemicals Ltd., Phagwara

Sales Manager B.A. 39 Years 18.01.1972 The Sukhjit Starch & Chemicals Ltd., Phagwara

G.M. (Commercial) B.Sc, LLB 51 Years 15.06.1960 The Sukhjit Starch & Chemicals Ltd., Phagwara

Executive Director (Comm.) & Secretary

(b) The Persons employed for a part of the year and were in receipt of remuneration at a rate not less than Rs. 200000/- per month Ã Nil Ã

Note : The Remuneration shown above includes salaries, allowances, commission, contribution to provident fund and perquisites value in accordance with Income tax rules.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri A.K. Sardana and Shri Naresh Sardana retire by rotation and being eligible, the Board recommend their reappointment.

12. AUDITORS

M/s. Y.K. Sud & Company, Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommend re-appointment of M/s. Y.K. Sud & Co., Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

13. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation received from the bankers and place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

Yours truly,

For and on behalf of the Board,

S.K.ANAND

Chairman

Dated :18th June, 2010

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