Your directors have pleasure in presenting their Seventeenth Annual Report on the business and operations ofthe company together with Audited Financial Statements for the Financial Year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE:
Particulars
2023-24Amount(In Lacs)
2022-2023Amount(In Lacs)
Revenue from Operations
3024.27
4065.98
Other Income
16.84
(0.19)
Profit/(Loss) before Depreciation and Tax
44.63
49.34
Less: Depreciation
6.16
3.61
Profit/(Loss) before tax and Exceptional Item
38.47
45.73
Less/(Add): Exceptional Item
0.00
Profit/(Loss) before tax
Less/(Add): Provision for Income Tax
6.00
3.72
Less/(Add): Deferred tax Liability/(Assets)
Profit/(Loss) after tax
32.47
42.01
Add: Balance B/F from the previous year
221.20
179.24
Add/Less: Adjustments
(3.44)
(0.05)
Balance Profit/ (Loss) C/F to the next year
250.23
S Overall Performance of your Company
During the year under review, the company has recorded revenue from operations of Rs. 3024.27 Lacs (PYRs. 4065.98 Lacs). During the year under review, the Company has earned net profit of Rs. 32.47 Lacs (PY42.01 Lacs). Your directors are making their best effort to improve the performance of the Company.
2. DIVIDEND:
During the year under review, the company has earned net profit. However, to strengthen long termfinancial position of company, your directors decided to retain the profit and hence do not recommend anydividend for the year.
3. TRANSFER TO RESERVES:
The company has not transferred any amount to General Reserve during the financial year.
4. SHARE CAPITAL
The Company has one class of share i.e. ordinary share of face value of f10/- each. There was no change inthe share capital of the Company during the year under review. The issued, subscribed and fully paid upordinary share capital of the Company as at 31st March, 2024 stood at f460.04 lakhs consisting of 4600400fully paid up ordinary shares of f10/- each.
Since the Company was incorporated on May, 2007, there were no amount of Unclaimed dividend andinterest thereon, which remained unpaid/unclaimed for a period of 7 years, required to be transferred by theCompany to the Investor Education and Protection Fund (IEPF) established by the Central governmentpursuant to provision of Section 125 of the Companies Act, 2013.
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financialyear 2023-24. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is notapplicable.
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate sectionof this Annual Report.
The Board of Directors of the company affirms that the company has complied with the applicableSecretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating tomeetings of Board of Directors and its Committees and meetings of Shareholders of the company.
The Company has made and maintained the Cost Records as prescribed by the Central Government undersub-section (1) of section 148 of the Companies Act, 2013.
Ý Composition of Board and Key Managerial Personnel:
Board Composition:
Mr. Ravindrakumar Kanhaiyalal Arya Chairman & Managing Director
Mr. Anupam Ravindra Arya Whole-time Executive Director
Mr. Apurva Ravindra Arya Non-Executive Director
Mr. Adityabhai Jagdishbhai Joshi Non-Executive Independent Director
Ms. Khushboo Agarwal Non-Executive Independent Director
* Mr. Ramavtar Mohanlal Sharma was appointed as Chief Financial Officer of the company w.e.f.10.11.2023.
Ý Change in Directors /Key Managerial Personnel During the Year:
During the period under report, the following changes took place in the composition of Directors and KMPof the company:
Name of Director's/ KMP
Designation
Nature of change
Date ofchange
Parmita Mehta
Company Secretary
Resignation
27/05/2023
Nishidha Agarwal
CFO
Charmi Soni
Appointment
04/08/2023
Ramavtar Sharma
10/11/2023
Hiral Vaghasiya
Director
11/11/2023
Khushboo Agarwal
Additional Director
10/02/2024
Anupam Arya
Whole-time
Change in Designation
Ý Ms. Charmi Soni has resigned from the post of Company Secretary and Compliance officer w.e.f.24.06.2024
1 Directors retire by rotation
As per the provisions of the Act, Mr. Anupam Ravindra Arya (DIN: 00287676), Whole-time Director of theCompany, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself forre-appointment. The Board recommends his reappointment at the Annual General Meeting of theMembers of the Company.
1 Declaration by the Independent Directors
The Board is of the opinion that (i) Ms. Khushboo Agarwal and (ii) Mr. Adityabhai Joshi, the IndependentDirectors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013 and arethe persons of integrity and also possess the relevant expertise and experience of their relevant fields todischarge their duties as an independent director.
Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of theCompanies Act, 2013. All the Independent Directors have confirmed that they have registered themselveswith the Independent Directors' Database of the Indian Institute of Corporate Affairs (IICA).
COMMITTEES OF BOARD:
There are three Committees constituted as per Companies Act, 2013, which are as follows;
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholder's Relationship Committee.
A. Audit Committee
The Board had constituted qualified Audit Committee pursuant to provision of Companies Act, 2013 aswell as Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Theconstitution of said Committee was approved by a meeting of the Board of Directors held on February 10,2024. The Audit Committee confirms to extent SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers,mandatory review of required information, approved related party transaction & accounting treatment formajor items. It also fulfils the requirements as set out in the Companies Act, 2013
Composition of Audit Committee is as below:
a) Ms. Khushboo Agarwal - Non- Executive Independent Director (Chairman)
b) Mr. Adityabhai Joshi - Non- Executive Independent Director (Member)
c) Mr. Apurva Arya - Non- Executive Director (Member)
Terms of Reference:
The terms of reference of Audit Committee include overseeing the Company's financial reporting processand disclosure of financial information, reviewing with the management, the quarterly and annual financialstatements before submission to the Board for approval; reviewing with the management, theperformance of Statutory and Internal Auditors and adequacy of internal control systems and all otherroles specified under Regulation 18 of Listing regulations and as per Section 177 of the Companies Act,2013 read with rules framed thereunder.
B. Nomination and Remuneration Committee:
The nominated and remuneration policy is being formulated in compliance with section 178 of theCompanies Act, 2013 and rules made there under and Regulations of SEBI (Listing Obligation andDisclosure Requirements) regulations 2015. The constitution of said Committee was approved by ameeting of the Board of Directors held on February 10, 2024.
Composition of Nomination and Remuneration Committee is as below:
a) Mr. Apurva Arya - Non- Executive Director (Chairman)
b) Ms. Khushboo Agarwal - Non- Executive Independent Director (Member)
c) Mr. Adityabhai Joshi - Non- Executive Independent Director (Member)
Term of Reference:
Ý Determine/ recommend the criteria for appointment of Executive, Non-Executive and IndependentDirectors to the Board and Identify candidates who are qualified to become Directors and who may beappointed in the Committee and recommend to the Board their appointment and removal;
Ý Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary,benefits, bonuses, stock options, pension etc;
Ý Review and determine fixed component and performance linked incentives for Directors, along with theperformance criteria;
Ý Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;
Ý Formulate criteria and carry out evaluation of each Director's performance and performance of the Boardas a whole;
Ý Structure and design a suitable retaining Policy for board and senior management team.
C. Stakeholders' Relationship Committee:
Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015; Company Constituted Stakeholders'Relationship Committee and Decided Role of said Committee. The constitution of said Committee wasapproved by a meeting of the Board of Directors held on February 10, 2024.
Composition of Stakeholders' Relationship Committee is as below:
a) Mr. Adityabhai Joshi -Non- Executive Independent Director (Chairman)
The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors'grievances. The Committee specifically looks into redressing shareholders'/ investors' complaints/grievances pertaining to share transfers, non-receipt of annual reports, non-receipt of dividend and otherallied complaints. This Committee delegated most of its functions to Registrar and Transfer Agents i.e."Bigshare Services Private Limited" and has periodic interaction with the representatives of the Registrarand Transfer Agent of the Company. The Committee performs the following functions: -
Ý Noting Transfer/Transmission of shares.
Ý Review of Dematerialization/ Rematerialization of shares.
Ý Issue of new and duplicate share certificates.
Ý Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents.
Ý Monitor expeditious redressal of investor grievance matters received from Stock Exchange(s), SEBI, ROC,etc.;
Ý Monitors redressal of queries/complaints received from members relating to transfers, non-receipt ofAnnul Report, dividend, etc.
Ý All other matters related to shares.
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions ofSection 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
Under this policy, your Company encourages its employees to report any reporting of fraudulent financialor other information to the stakeholders, and any conduct that results in violation of the Company's codeof business conduct, to the management (on an anonymous basis, if employees so desire). Further, yourCompany has prohibited discrimination, retaliation or harassment of any kind against any employees who,based on the employee's reasonable belief that such conduct or practice have occurred or are occurring,reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy isbeing made available on the Company's website http://www.bindalexports.com/.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the directors of the company
confirm that:
(a) In the preparation of the Annual Accounts for the financial year ended on 31st March, 2024 theapplicable accounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at 31st March, 2024 and of the profit and loss account of the company forthat period.
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities.
(d) The directors have prepared the Annual accounts on a 'going concern basis' and
(e) The Directors have laid down internal financial controls to be followed by the Company, and suchinternal financial controls are adequate and are operating effectively; and
(f) The directors have devised proper systems to ensure compliance with the provisions of all theapplicable laws and that such systems were adequate and operating effectively.
? Board Meetings:
The Board of Directors of the company met 07 times during the FY 2023-24 on 27/05/2023, 13/07/2023,04/08/2023, 24/08/2023, 08/09/2023 10/11/2023 and 10/02/2024.
The maximum gap between the two meetings did not exceed 120 days, as prescribed under theCompanies Act, 2013.
During the financial year the Audit Committee of the company met 04 times during the FY 2023-24 on27/05/2023, 08/09/2023, 10/11/2023 and 10/02/2024
During the financial year the Nomination and Remuneration Committee of the company met 03 timesduring the FY 2023-24 on 04/08/2023, 10/11/2023 and 10/02/2024
During the financial year the Stakeholders' Relationship Committee of the company met once on27/05/2023 during the FY 2023-24.
In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY2023-24 is available on the Company's website and can be accessed at www.bindalexports.com.
M/s SNK & Co., Chartered Accountants, bearing (Registration No.109176W) would be completingtwo consecutive terms of 5 years as the Statutory Auditors of the Company at the ensuing 17th AnnualGeneral Meeting and are not eligible for further serving as Statutory Auditors of the Company
Further, the company has received special notice for the appointment of M/s. S M R N & Co.,Chartered Accountants as the Statutory Auditors of the company and M/s. S M R N & Co., hadconfirmed their eligibility for the appointment and willingness to accept office, if appointed.
The observations made in the Auditor's Report are as hereunder:
a) In absence of ascertainment by the company of liability towards Gratuity to be paid to retiringemployees through Actuarial Valuation, its impact on the profits/(losses) of the company cannot beascertained.
b) The company is not making provision for leave salary on accrual basis.
c) The company is not making provision for bonus on salary on accrual basis.
Director explanation on reservation made by auditors of company is as hereunder:
The observation is self-explanatory.
Pursuant to provision of Section 204 of the Companies Act, 2013, read with the Companies(Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointedM/s. M.D. Baid & Associates, Company Secretaries to undertake Secretarial Audit of the Companyfor FY 2023-24.
The Secretarial Audit was conducted by Mr. Shreyansh M. Jain, Practicing Company Secretary, and thereport thereon is annexed herewith as "Annexure- A".
There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Reportand the same is self-explanatory.
The Company has developed and maintained adequate measures for internal financial control for theyear ended 31st March, 2024. The Company has set up an Internal Auditor Department to conduct thequarterly audit of the accounting records, books of accounts, financial data, taxation data, stock audit,MCA filings, and compliances under different laws, regulation of Companies Act as well as of Securitiesand Exchange Board of India and other Act as prevails and present his report to the Board of Directorsof the Company.
The company has not made any investment, given any loan or guarantee provided any securities to anyperson for the financial year ended 31st March, 2024 pursuant to section 186 of Companies Act, 2013 andall the Investments made by the Company has been stated in Notes attached to the Audited FinancialStatement for the year ended 31st March, 2024.
All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 duringthe financial year were in the ordinary course of business and on arm's length basis. There were MaterialRelated Party Transactions during the year for which necessary approval of members of the company hasbeen obtained. The details of such transaction are also given in Note of Audited Financial Statement.Disclosure in Form AOC-2 is attached with this report (Annexure- B). All the Related Party Transactions areplaced before the Board of Directors and Audit Committee for review and approval.
The details relating to the deposits covered under Chapter V of the Act are as under:
a. Accepted during the year:
Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on thedate of the Balance Sheet.
b. Remained unpaid or unclaimed as at the end of the year: None
c. whether there has been any default in repayment of deposits or payment of interest thereon duringthe year: None
d. The details of deposits which are not in compliance with the requirements of Chapter V of the Act:None
The requisite information with regard to conservation of energy, technology absorption and foreignexchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read withCompanies (Accounts) Rules, 2014 is given below:
a) The Company has given top priority to conservation of energy on continuous basis by closely monitoringenergy consuming equipment involving use of energy generating diesel set and power purchased fromElectricity Board e.g. size of the motors are optimum to save energy. The Company has been conservingenergy by resorting to use of power to the barest minimum;
b) Keeping in view the nature of the manufacturing process no additional investment is proposed andhence further consumption of energy is ruled out in the near future;
c) No specific studies regarding impact of the above measures of (a) and (d) have been carried out and thecost impact of energy cost and energy saving measures on cost of production of goods is not material,as it forms a very minimum percentage vis-a vis the cost of Company's product;
a) Specific area in which R & D carried out by the Company: There is no specific area in which the Companyhas carried the R & D. However, the Company is continuously making efforts for improvements in itsproduction process for better productivity and cost efficiency.
b) Benefits derived as a result of improvement in efficiency of Plant & Machinery by maintaining lowmaintenance cost.
c) Further plan to action: The Company plans to monitor continuously the plant efficiency thus reducingthe shortage and reducing the cost of production.
a) Efforts made towards Technology Absorption: For the goods manufactured by the Company there is asimple process of manufacturing technique called Stitched Fabric production and the Company hasalready adopted the same and no innovations have been carried by the company, as there is no otheravailable alternative that would ensure further cost efficiency.
b) Benefits derived as a result of the above efforts: Productions of quality products have acceptability in thedomestic market and ensure an easy marketability and goodwill for Company's product.
c) Particulars relating to imported technology: The Company has not imported any technology and theplant has been installed with complete Indian Technical know-how;
Total Foreign Exchange used and earned: Rs. 477.60 Lacs (PY: Rs. 767.97 Lacs)
Total Foreign Exchange out go: NIL
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out anAnnual Evaluation of its own performance, performance of the Directors and the working of its Committeesbased on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) forperformance evaluation process of the Board, its Committees and Directors.
The performance evaluation of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as participation in decision making; participation in developingcorporate governance; providing advice and suggestion etc. The Committees of the Board were assessed onthe degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness ofmeetings.
The board reviewed the performance of the individual directors on the basis of the criteria such as thecontribution in decision making, contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed, meaningful and constructive suggestions andadvice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non- independent directors, performance ofthe board as a whole and performance of the chairman was evaluated, taking into account the views ofexecutive directors and non- executive directors. Performance evaluation of independent directors was doneby the entire board, excluding the independent director being evaluated.
There were no material changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year of the Company to which this financial statement relates and on thedate of this report.
To the best of the Management's knowledge, no significant and material order(s) were passed by anyregulator(s) or courts or tribunals which could impact the going concern status and company's operation infuture.
Risks are events, situations or circumstances which may lead to negative consequences on the Company'sbusiness. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach toRisk Management is being adopted by the Company and key risks will now be managed within a unitaryframework. As a formal roll- out, all business divisions and corporate functions will embrace RiskManagement Structure, and make use of these in their decision making. Key business risks and theirmitigation are considered in the annual/strategic business plans and in periodic management reviews. Therisk management process over the period of time will become embedded into the Company's businesssystem and processes, such that our responses to risk remain current and dynamic.
As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) isnot applicable to the Company during the year under review so there are no disclosures required undersection134 (3)(o) of the Companies Act, 2013
Your Company has complied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review, no complaints were received by the Company relating to sexual harassment atworkplace. Further, the Company ensures that there is a healthy and safe atmosphere for every womenemployee/s at the workplace.
We wish to inform the members that in term of Regulation 15 (2) (b) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to our Company as wehave listed our securities on the SME Exchange. However, your Company has been practicing the principlesof good corporate governance as it is committed to maintain the highest standards of CorporateGovernance.
The Company has a comprehensive Internal Financial Control system commensurate with the size, scale andcomplexity of its operation. The system encompasses the major processes to ensure reliability of financialreporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets andeconomical and efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the effectivenessof the Company's Internal Financial Control System. The Statutory Auditors of the Company have alsoreviewed the Internal Financial Control system implemented by the Company on the financial reporting andin their opinion, the Company has, in all material respects, adequate Internal Financial Control system overFinancial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March,2024 based on the internal control over financial reporting criteria established by the Company.
The policies and procedures adopted by the Company ensures he orderly and efficient conduct of itsbusiness and adherence to the company's policies, prevention and detection of frauds and errors, accuracy& completeness of the records and the timely preparation of reliable financial information.
Your Directors hereby place on record their appreciation for the services rendered by executives, staff andother workers of the Company for their hard work, dedication and commitment. During the year underreview, relations between the Employees and the Management continued to remain cordial.
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of theCompanies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. The ratio of the remuneration of each whole-time director to the medianof employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Reportas Annexure- C.
The Company has formulated a familiarization program for the Independent Directors to provide insightsinto the Company to enable the Independent Directors to understand its business in depth and contributesignificantly to the Company. The details of such program are available on the Company's websitehttp://www.bindalexports.com/
The Board of Directors has laid down the code of conduct for all Board Members and members of theSenior Management of the Company. Additionally, all Independent Directors of the company shall be boundby duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI ListingRegulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliancewith the Code of Conduct.
The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI(Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate thetrading in securities by the Directors and Designated Employees of the Company. The Code requires pre¬clearance for dealing in the Company's shares and prohibits the purchase or sale of shares of the Companyby the Directors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the 'Trading Window' is closed. TheBoard is responsible for implementation of the code. All Directors and the designated Employees haveconfirmed compliance with the code.
During the year under review, no instances of fraud is reported by the Statutory Auditors of the Companyunder Section 143 (12) of the Companies Act, 2013.
34. ACKNOWLEDGEMENT
The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment renderedby the employees of the Company during the year. They would also like to place on record theirappreciation for the continued patronage, assistance and guidance received by the Company during theyear from bankers, government authorities, shareholders and other stakeholders and Stock Exchangeauthorities without whom the overall satisfactory performance would not have been possible.
For Bindal Exports Limited
Sd/- Sd/-
Ravindrakumar Arya Anupam Arya
Managing Director Whole Time Director
DIN:00033067 DIN: 00287676
Place: SuratDate: 07.09.2024