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Company Information

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BINDAL EXPORTS LTD.

19 March 2025 | 12:00

Industry >> Textiles - Readymade Apparels

Select Another Company

ISIN No INE564V01013 BSE Code / NSE Code 540148 / BINDALEXPO Book Value (Rs.) 21.60 Face Value 10.00
Bookclosure 30/09/2024 52Week High 27 EPS 0.71 P/E 38.31
Market Cap. 12.43 Cr. 52Week Low 18 P/BV / Div Yield (%) 1.25 / 0.00 Market Lot 4,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your directors have pleasure in presenting their Seventeenth Annual Report on the business and operations of
the company together with Audited Financial Statements for the Financial Year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE:

Particulars

2023-24
Amount
(In Lacs)

2022-2023
Amount
(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

0.00

Profit/(Loss) before tax

38.47

45.73

Less/(Add): Provision for Income Tax

6.00

3.72

Less/(Add): Deferred tax Liability/(Assets)

0.00

0.00

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

221.20

S Overall Performance of your Company

During the year under review, the company has recorded revenue from operations of Rs. 3024.27 Lacs (PY
Rs. 4065.98 Lacs). During the year under review, the Company has earned net profit of Rs. 32.47 Lacs (PY
42.01 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 term
financial position of company, your directors decided to retain the profit and hence do not recommend any
dividend 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 in
the share capital of the Company during the year under review. The issued, subscribed and fully paid up
ordinary share capital of the Company as at 31st March, 2024 stood at f460.04 lakhs consisting of 4600400
fully paid up ordinary shares of f10/- each.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since the Company was incorporated on May, 2007, there were no amount of Unclaimed dividend and
interest thereon, which remained unpaid/unclaimed for a period of 7 years, required to be transferred by the
Company to the Investor Education and Protection Fund (IEPF) established by the Central government
pursuant to provision of Section 125 of the Companies Act, 2013.

6. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial
year 2023-24. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is not
applicable
.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section
of this Annual Report.

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the company affirms that the company has complied with the applicable
Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to
meetings of Board of Directors and its Committees and meetings of Shareholders of the company.

9. MAINTENANCE OF COST RECORD:

The Company has made and maintained the Cost Records as prescribed by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Whole-time Key Managerial Personnel in terms of Section 203 of the Act:

* 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 KMP
of the company:

Name of Director's/ KMP

Designation

Nature of change

Date of
change

Parmita Mehta

Company Secretary

Resignation

27/05/2023

Nishidha Agarwal

CFO

Resignation

27/05/2023

Charmi Soni

Company Secretary

Appointment

04/08/2023

Ramavtar Sharma

CFO

Appointment

10/11/2023

Hiral Vaghasiya

Director

Resignation

11/11/2023

Khushboo Agarwal

Additional Director

Appointment

10/02/2024

Anupam Arya

Whole-time

Director

Change in Designation

10/02/2024

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 the
Company, retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommends his reappointment at the Annual General Meeting of the
Members 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 Independent
Directors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013 and are
the persons of integrity and also possess the relevant expertise and experience of their relevant fields to
discharge their duties as an independent director.

Further, they have provided their declaration of independence under Section 149(7) and Schedule IV of the
Companies Act, 2013. All the Independent Directors have confirmed that they have registered themselves
with 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 as
well as Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
constitution 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 for
major 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 process
and disclosure of financial information, reviewing with the management, the quarterly and annual financial
statements before submission to the Board for approval; reviewing with the management, the
performance of Statutory and Internal Auditors and adequacy of internal control systems and all other
roles 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 the
Companies Act, 2013 and rules made there under and Regulations of SEBI (Listing Obligation and
Disclosure Requirements) regulations 2015. The constitution of said Committee was approved by a
meeting 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 Independent
Directors to the Board and Identify candidates who are qualified to become Directors and who may be
appointed 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 the
performance 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 Board
as 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 was
approved 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)

b) Ms. Khushboo Agarwal - Non- Executive Independent Director (Member)

c) Mr. Apurva Arya - Non- Executive Director (Member)

Terms of Reference:

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 other
allied 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 Registrar
and 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 of
Annul Report, dividend, etc.

Ý All other matters related to shares.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of
Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) 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 financial
or other information to the stakeholders, and any conduct that results in violation of the Company's code
of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your
Company 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 is
being made available on the Company's website
http://www.bindalexports.com/.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

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 the
applicable accounting standards had been followed along with proper explanation relating to material
departures;

(b) The directors had 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 as at 31st March, 2024 and of the profit and loss account of the company for
that period.

(c) The directors had 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) 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 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 the
applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS:

? 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 the
Companies Act, 2013.

? Committee Meeting

A. Audit Committee

During the financial year the Audit Committee of the company met 04 times during the FY 2023-24 on
27/05/2023, 08/09/2023, 10/11/2023 and 10/02/2024

B. Nomination and Remuneration Committee:

During the financial year the Nomination and Remuneration Committee of the company met 03 times
during the FY 2023-24 on 04/08/2023, 10/11/2023 and 10/02/2024

C. Stakeholders' Relationship Committee:

During the financial year the Stakeholders' Relationship Committee of the company met once on
27/05/2023 during the FY 2023-24.

14. EXTRACT OF ANNUAL RETURN:

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 FY
2023-24 is available on the Company's website and can be accessed at
www.bindalexports.com.

15. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR
ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS:

? STATUTORY AUDITOR:

M/s SNK & Co., Chartered Accountants, bearing (Registration No.109176W) would be completing
two consecutive terms of 5 years as the Statutory Auditors of the Company at the ensuing 17th Annual
General 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., had
confirmed their eligibility for the appointment and willingness to accept office, if appointed.

Qualification(s) and Directors' comments on the report of Statutory Auditor:

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 retiring
employees through Actuarial Valuation, its impact on the profits/(losses) of the company cannot be
ascertained.

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.

? SECRETARIAL AUDITOR:

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 appointed
M/s. M.D. Baid & Associates, Company Secretaries to undertake Secretarial Audit of the Company
for FY 2023-24.

The Secretarial Audit was conducted by Mr. Shreyansh M. Jain, Practicing Company Secretary, and the
report thereon is annexed herewith as "
Annexure- A".

Qualification(s) and Directors' comments on the report of Secretarial Auditor:

There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report
and the same is self-explanatory.

? INTERNAL AUDITOR:

The Company has developed and maintained adequate measures for internal financial control for the
year ended 31st March, 2024. The Company has set up an Internal Auditor Department to conduct the
quarterly 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 Securities
and Exchange Board of India and other Act as prevails and present his report to the Board of Directors
of the Company.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The company has not made any investment, given any loan or guarantee provided any securities to any
person for the financial year ended 31st March, 2024 pursuant to section 186 of Companies Act, 2013 and
all the Investments made by the Company has been stated in Notes attached to the Audited Financial
Statement for the year ended 31st March, 2024.

17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPAIES ACT, 2013:

All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 during
the financial year were in the ordinary course of business and on arm's length basis. There were Material
Related Party Transactions during the year for which necessary approval of members of the company has
been 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 are
placed before the Board of Directors and Audit Committee for review and approval.

18. DEPOSITS

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 73
of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the
date 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 during
the year: None

d. The details of deposits which are not in compliance with the requirements of Chapter V of the Act:
None

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUT GO:

The requisite information with regard to conservation of energy, technology absorption and foreign
exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 is given below:

A. CONSERVATION OF ENERGY:

a) The Company has given top priority to conservation of energy on continuous basis by closely monitoring
energy consuming equipment involving use of energy generating diesel set and power purchased from
Electricity Board e.g. size of the motors are optimum to save energy. The Company has been conserving
energy 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 and
hence 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 the
cost 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;

B. TECHNOLOGY ABSORPTION:

I. RESEARCHES AND DEVELOPMENT (R&D)

a) Specific area in which R & D carried out by the Company: There is no specific area in which the Company
has carried the R & D. However, the Company is continuously making efforts for improvements in its
production process for better productivity and cost efficiency.

b) Benefits derived as a result of improvement in efficiency of Plant & Machinery by maintaining low
maintenance cost.

c) Further plan to action: The Company plans to monitor continuously the plant efficiency thus reducing
the shortage and reducing the cost of production.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION:

a) Efforts made towards Technology Absorption: For the goods manufactured by the Company there is a
simple process of manufacturing technique called Stitched Fabric production and the Company has
already adopted the same and no innovations have been carried by the company, as there is no other
available alternative that would ensure further cost efficiency.

b) Benefits derived as a result of the above efforts: Productions of quality products have acceptability in the
domestic 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 the
plant has been installed with complete Indian Technical know-how;

C. FOREIGN EXCHANGE EARNING AND OUT GO:

Total Foreign Exchange used and earned: Rs. 477.60 Lacs (PY: Rs. 767.97 Lacs)

Total Foreign Exchange out go: NIL

20. BOARD EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an
Annual Evaluation of its own performance, performance of the Directors and the working of its Committees
based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for
performance 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 the
directors on the basis of the criteria such as participation in decision making; participation in developing
corporate governance; providing advice and suggestion etc. The Committees of the Board were assessed on
the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of
meetings.

The board reviewed the performance of the individual directors on the basis of the criteria such as the
contribution in decision making, contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and
advice 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 of
the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non- executive directors. Performance evaluation of independent directors was done
by the entire board, excluding the independent director being evaluated.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relates and on the
date of this report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

To the best of the Management's knowledge, no significant and material order(s) were passed by any
regulator(s) or courts or tribunals which could impact the going concern status and company's operation in
future.

23. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's
business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to
Risk Management is being adopted by the Company and key risks will now be managed within a unitary
framework. As a formal roll- out, all business divisions and corporate functions will embrace Risk
Management Structure, and make use of these in their decision making. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic management reviews. The
risk management process over the period of time will become embedded into the Company's business
system and processes, such that our responses to risk remain current and dynamic.

24. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is
not applicable to the Company during the year under review so there are no disclosures required under
section134 (3)(o) of the Companies Act, 2013

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee
under 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 at
workplace. Further, the Company ensures that there is a healthy and safe atmosphere for every women
employee/s at the workplace.

26. CORPORATE GOVERNANCE REPORT

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 we
have listed our securities on the SME Exchange. However, your Company has been practicing the principles
of good corporate governance as it is committed to maintain the highest standards of Corporate
Governance.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and
complexity of its operation. The system encompasses the major processes to ensure reliability of financial
reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and
economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness
of the Company's Internal Financial Control System. The Statutory Auditors of the Company have also
reviewed the Internal Financial Control system implemented by the Company on the financial reporting and
in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over
Financial 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 its
business 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.

28. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and
other workers of the Company for their hard work, dedication and commitment. During the year under
review, relations between the Employees and the Management continued to remain cordial.

29. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The ratio of the remuneration of each whole-time director to the median
of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report
as
Annexure- C.

30. FAMILIARIZATION POLICY

The Company has formulated a familiarization program for the Independent Directors to provide insights
into the Company to enable the Independent Directors to understand its business in depth and contribute
significantly to the Company. The details of such program are available on the Company's website
http://www.bindalexports.com/

31. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members and members of the
Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound
by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing
Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance
with the Code of Conduct.

32. PREVENTION OF INSIDER TRADING:

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 the
trading 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 Company
by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the 'Trading Window' is closed. The
Board is responsible for implementation of the code. All Directors and the designated Employees have
confirmed compliance with the code.

33. REPORTING OF FRAUDS:

During the year under review, no instances of fraud is reported by the Statutory Auditors of the Company
under Section 143 (12) of the Companies Act, 2013.

34. ACKNOWLEDGEMENT

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered
by the employees of the Company during the year. They would also like to place on record their
appreciation for the continued patronage, assistance and guidance received by the Company during the
year from bankers, government authorities, shareholders and other stakeholders and Stock Exchange
authorities 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: Surat
Date: 07.09.2024