THE SHAREHOLDERS,

The directors have pleasure in presenting the 77^th annual report together with audited statements of accounts of the company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS: (Rs. in lakhs)

YEAR IN RETROSPECT:

A) STANDALONE BASIS :

Your directors are pleased to report that during the year under review, the total income of your company increased by 3.96% to Rs. 59022.22 lakhs as against Rs.56771.53 lakhs in the previous year. During the year under review, there has been reduction in the price of maize which is the major input for the company. The price of finished products remained more or less steady. There has been an increase in the maize grinding activity of the company. The company continued its efforts to further improve its technical parameters and its product mix. As a result of these efforts, despite of some increase in cost of some other inputs, your company has been able to increase its profitability during the year under review. The operating profit of the company is Rs.2893.13 lakhs as against Rs..2555.44 lakhs in the previous year. The gross profit of the company stands at. Rs.1713.72 lakhs as against. Rs..1414.12 lakhs in the previous year. During the year under review, the profit before tax of the company is Rs..896.44 lakhs as against Rs..548.51 lakhs in the previous year and the net profit after tax is Rs..542.93 lakhs as against Rs..393.25 lakhs in the previous year.

The company has continued its efforts to strengthen industrial safety measures within the factory premises and is constantly arranging programs/ workshops to make the employees aware of the safety requirements to prevent the accidents/ breakdowns/ fire etc. due to human errors.

The long term contract entered into by the company with Yashwant Sahakari Glucose Karkhana Limited (YSGK) for purchase of certain products manufactured by YSGK at mutually agreed price was terminated on 11/5/2017 due to dispute and differences between the parties. Out of advances paid by the company which remained unadjusted, as per the terms of the termination agreement YSGK agreed to pay a sum of Rs. 250.00 Lakhs in full and final settlement. The company has received Rs.100.00 Lakhs from YSGK till 31^st March, 2018 from the said amount. For the balance outstanding amount of Rs. 150.00 Lakhs (included in advances to suppliers), YSGK has issued post dated cheques to the company. The management of the company is confident of realisation of the amount of Rs. 150.00 Lakhs and in view of above no provision has been made for the same in the books of accounts of the company.

B) CONSOLIDATED BASIS :

The company has recorded a total income of Rs..59694.12 lakhs as against Rs..56827.51 lakhs in the previous year. The Gross Profit of the Company stands at. Rs.1710.77 lakhs as against. Rs..1415.37 lakhs in the previous year. During the year under review, the profit before tax of the company stood at Rs.1000.51 lakhs as against Rs..672.77 lakhs in the previous year and the net profit after tax was Rs. 664.08 lakhs as against Rs.517.06 lakhs in the previous year.

SUB-DIVISION OF EQUITY SHARES, ISSUANCE OF BONUS SHARES AND LISTING AT BSE

During the year under review, the company subdivided its equity shares from one equity share of Rs.100/- each into ten equity shares of Rs.10/- each and also issued three bonus equity shares of Rs.10/- each for every one equity share of Rs. 10/- each held by the shareholders of the company. Post sub-division and post issuance of bonus shares, paid-up capital of the company has increased to Rs.3,16,00,000/comprising of 31,60,000 equity shares of Rs.10/- each. The equity shares of the company are also listed at BSE with effect from 9^th October, 2017.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs.3.75/- per equity share (previous year Rs.3.75/per equity share) for the financial year ended 31^st March, 2018 which if approved by the members, will be paid to those members whose names appear on the register of members of the company on 3^th August, 2018.

The total outflow on account of dividend will be Rs.142.85 lakhs including dividend tax of Rs 24.36 lakhs.

FUTURE OUTLOOK :

With normal rains projected in the current year, your directors expect that the price of maize may go down or remain stable.

The company has gradually increased its grinding activity and is in the process of further increasing its grinding capacity with installation of new equipments, de-bottlenecking, automation of the existing production processes, and improvement in effluent treatment facilities as compared to previous years. The company is also in the process of replacing some of the old equipment with more efficient equipment which will increase its capacity to manufacture some value added products and further improve quality of those products.

Your directors hope that with implementation of aforesaid activities, the top line and bottom line of your company may improve further.

AWARDS AND RECOGNITION

The company has received in past no. of awards for its products, use of boiler and certifications for recognition of the company's systems. The most recent certifications received by the company are OHSAS 18001:2007 certification in recognition of company's health and safety management system, ISO 9001:2015 in recognition of company's quality management system and ISO 14001:2015 in recognition of company's environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company had availed the benefits of technical expertise from M/s Tate & Lyle, Belgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk Mahallesi, Girne Cad, Turkey in the past. This has enabled it to further improve the technical parameters of the production processes and also improve the quality of its products.

EXPORTS:

Your directors report that the export turnover of the company during the year under review is Rs 10659.60 lakhs as against Rs.9340.57 lakhs which shows improvement of 14.12% during the year under review. The company intends to continue with its long term export oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

MARKETING:

Due to extensive and effective efforts of the company's sole selling agents, M/s L G & Doctor Associates Private Limited, there has been an increase in the turnover of your company and the company has been able to achieve better price realization for its products as compared to its competitors. It is heartening to note that due to efforts on the part of the sole selling agents, despite of increase in the revenue from operations of the company, total receivables at the end of the year remained in control and average credit period has reduced during the year under review.

The directors place on record its appreciation for the persistent untiring efforts of the sole selling agents to find new markets, pursue with the customers for additional orders and to ensure timely collection of dues.

PUBLIC DEPOSITS:

Deposits aggregating Rs.66.17 lakhs due for repayment on or before 31^st March, 2018 were not claimed by the depositors on that date. As on the date of this report, from the aforesaid amount, deposits aggregating Rs .52.73 lakhs have been claimed/paid.

Your company has accepted the deposits aggregating to '.1650.35 lakhs during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review and there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE:

All the properties and insurable interests of the company including buildings, plant and machinery, stocks, loss of profit and standing charges etc. are adequately insured.

GREEN INITIATIVE:

The company continues to generate electricity from biogas engine of 1800 KVA capacity which utilizes biogas captured while treating the effluents which are generated from the manufacturing processes of the company. This has reduced power cost. Utilization of biogas for generation of electricity reduces emission of the green house gases into environment and thus supports green environment.

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year under review of the company to which the financial statements relate and the date of this board report.

DIRECTORS:

A special resolution has been proposed for the approval of the members for reappointment of Mr. Priyam B. Mehta as the managing director of the company for the period from 12^th August, 2018 to 31^st March, 2023 and for approving his remuneration for the period of three years from 12^th August, 2018 to 11^th August, 2021. A special resolution has also been proposed for payment of same remuneration to Mr. Varun P. Mehta as the executive director of the company for the period from 16^th January, 2018 to 31^st March, 2019 the details of which are mentioned in the explanatory statement of the notice of the 77^th annual general meeting.

Mr. Vishal P. Mehta retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for re-appointment.

The company has received a declaration from all the independent directors that they meet the criteria of independence provided under Section 149 (6) of the Companies Act, 2013 for the financial year under review.

Mr. Priyam B. Mehta is the chairman and managing director of the company since November, 1982. He is assisted by Mr. Varun P. Mehta who is the executive director of the company since January, 2010 and Mr. Vishal P Mehta who is also the executive director of the company since July, 2011. The appointment of the said whole time directors and their remuneration are recommended by the nomination and remuneration committee keeping in mind their contribution to the growth of the company, the financial position of the company, prevailing industry norms, provisions of the Companies Act, 2013 and approved by the board of directors and members of the company from time to time.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace. The members at their 73^rd Annual General Meeting held on 26^th July, 2014 have appointed CA Mahendra N. Shah, Dr. Gaurang K. Dalal. Dr. Janak D. Desai and CA Chirag M. Shah as independent directors of the company for the period of five years for a term upto 31^st March, 2019 keeping in mind their contribution to the growth of the company. The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they would consider as and when the company would be required to appoint the new independent directors.

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the board has carried out an evaluation of its own performance, the performance of directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, stakeholders relationship committee and corporate social responsibility committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report.

The manner in which the remuneration is paid to the directors, executive directors and senior level executives of the company has also been explained in the corporate governance report.

During the year under review, seven board meetings, one independent directors meeting and four audit committee meetings were convened and held the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 your directors would like to state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 as on 31^st March, 2018 and of the profit of the company for that period;

(iii)the directors 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;

(iv)the directors have prepared the annual accounts on a "going concern" basis;

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

The extract of annual return in form no. MGT-9 as provided under Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules 2014 is annexed hereto as Annexure-1 and forms the part of this report.

Further, the disclosure in the board report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto as Annexure-2 and forms the part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 at the beginning of the year, given/ made during the year and at the end of the financial year under review is as given below:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of business. The company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANIES:

The company has three subsidiaries i.e. Sayaji Corn Products Ltd., Sayaji Ingritech LLP and Sayaji Seeds LLP Sayaji Sethness Limited is a joint venture of the company. Pursuant to Section 129(3) of the Companies Act, 2013 a statement in Form AOC 1 containing the salient features of the financial statements of each of the subsidiaries and the joint venture company is attached to the annual report.

CODE OF CONDUCT:

The board of directors has approved a code of conduct which is applicable to the members of the board and all executives one level below the board. The company believes in zero tolerance against bribery, corruption and unethical dealings/ behaviour of any form and the board has laid down the directives to counter such acts. The code of conduct has been posted on company's web site www.sayajigroup.in

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and executives one level below the board in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with stakeholders.

All the board members and executives one level below the board have confirmed compliance with the code.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

INTERNAL FINANCE CONTROL:

Details in respect of adequacy of internal finance control with reference to the financial statements are stated in management discussion and analysis report which forms the part of this report.

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES:

The company has developed CSR policy with the objective to lay down guiding principles for proper functioning of CSR activities to attain sustainable development of nearby society. CSR policy is also available on the web-site of the company.

The company has contributed in the past generously in the areas like health-care, education, wild animal protection etc. The company has donated its precious land for establishment of primary school and has procured furniture, computers, electrical fittings etc. required by the school for the benefits of children living in nearby areas. Contributions have also been made for programs formed by Government of Gujarat for education of girls in the state.

The CSR policy developed by the company mentions the areas of its operation, the CSR activities, the allocation of funds and arrangements for carrying out such activities. The members of CSR committee include Mr. Varun P Mehta as chairman, Dr. Gaurang K. Dalal, Dr. Janak D. Desai and Mrs. Sujata P Mehta as members.

The company has spent a sum of Rs. 1 5.49 Lakhs on CSR activities during the year under review which is more than the prescribed limits of the amount of Rs.11.53 Lakhs which it is required to spend on the said activities pursuant to the provisions of Section 135 of the Companies Act, 2013. The CSR activities were overseen by the CSR Committee and also by the Board of Directors on a regular basis. The report on CSR activities is annexed hereto as Annexure - 3 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been attached and forms part of this directors' report.

CORPORATE GOVERNANCE:

Your company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report. A certificate from the practising company secretary Amrish Gandhi regarding compliance of conditions of corporate governance also forms the part of this report.

AUDITORS:

M/s Shah and Shah Associates, Chartered Accountants Ahmedabad (ICAI Registration No. 113742W) continue to act as the statutory auditors till the conclusion of 81^st annual general meeting of the company to be held in the year 2022.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, practicing company secretary Amrish Gandhi was appointed to undertake secretarial audit of the company. The secretarial audit report is annexed herewith as Annexure - 4 and forms the part of this report.

COST AUDITORS:

The Company has received a letter dated May 3, 2018 from the cost auditors M/s Dalwadi & Associates, Cost Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The board of directors of the company at its meeting held on May 16, 2018 appointed M/s Dalwadi & Associates Cost Accountants as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - 5 and forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the company during the business hours on working days of the company upto the date of ensuing 77^th annual general meeting of the company. If any member is interested in inspecting the same, the member may write to the company secretary in advance.

APPRECIATION:

Your directors express their deep sense of appreciation for the valuable and devoted services rendered by the chairman and managing director and the executive directors in the management and conduct of the affairs of the company. The directors also express their appreciation for the devoted services of the sole selling agents. Your directors also thank Punjab National Bank, banker to the company for extending financial assistance by way of working capital facilities and term loans at competitive rates. Your directors also wish to Place on record their deep sense of appreciation for the devoted services of the company's executives, staff, workers and all associated, directly and indirectly with the affairs of the company.

For and on behalf of the Board of Directors

Priyam B. Mehta

Chairman and Managing Director

Place : Ahmedabad

Date : May 16, 2018