TO THE MEMBERS
Bindal Exports Limited
Your Directors present hereunder the 10th Annual Report on the Business andoperations of the Company along with audited statement of accounts of your Company for theFinancial Year ended March 31 2017. The financial results are summarized as under:
1. Financial Performance of the Company:
| || ||(Amount Rs.) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations ||272794153 ||246822517 |
|Other Income ||0 ||0 |
|Profit before Interest & Depreciation ||11270985 ||11983863 |
|(-) Finance Cost ||7857599 ||9220811 |
|(-) Depreciation ||954815 ||1594378 |
|Profit before tax & Exceptional items ||2458571 ||1168674 |
|(+) Exceptional Items ||0 ||0 |
|Profit Before Tax ||2458571 ||1168674 |
|(-) Tax Expenses ||1024059 ||620343 |
|Profit for the year after tax ||1434512 ||548331 |
|(+) Surplus brought from previous year ||4712316 ||4163985 |
|Total surplus Carried to B/s ||6146828 ||4712316 |
|Profit and Loss Appropriation ||2016-17 ||2015-16 |
|Propose Dividend ||0 ||0 |
|Dividend Distribution Tax ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Closing Balance ||0 ||0 |
|General Reserve || || |
|Total Amount as at last year ||0 ||0 |
|Add: Transfer from P&L Appropriation Account ||0 ||0 |
2. Financial Highlights & Operations:
The Key highlights pertaining to the business of the company for the year 2016-17 andperiod subsequent there to have been given hereunder:
On a standalone basis the Company achieved revenue from operations of Rs.272794153/- and EBT of Rs 2458571/-as against Rs 246822517/- and Rs 1168674/-respectively in the previous year.
The Net profit of the company during the year under review has increased to Rs.1434512/- as compared to net profit of Rs 548331/- in the previous year.
The Directors trust that shareholders will find the performance of the companyfor the financial year 2016-17 to be satisfactory. The Earning per share (EPS) of thecompany is Rs. 0.36 per share.
Paid up share capital of the company increased to Rs. 33524000/- from Rs.19720000/- Pursuant to Bonus issue of 1380000 (Thirteen lakhs eighty thousand) Equityshares of face value of Rs. 10/- each dated August 29 2016 and Initial public offering(IPO) of Rs. 19968000/- (Rupees One Crore ninety nine lakhs sixty eight thousand) underSME platform of BSE 1248000 (Twelve lakhs forty eight thousand) Equity share of Rs.10/- each at price of Rs. 16/- per Equity shares allotted as on October 10 2016 in termsof prospectus dated September 26 2016.
To conserve resources the Directors do not recommend any dividend for year ended March31 2017.
Transfer To Reserve:
The company has transferred the whole amount of Profit to Reserve and surplus accountas per attached audited Balance sheet for the year ended on March 31 2017.
The Company has allotted 1380000 (Thirteen lakhs eighty thousand) fully-paid-upequity shares of face value of Rs.10/- each dated August 29 2016 to shareholders ofcompany in proportion of 1:0.7 and consequently the paid up share capital increased to Rs.33524000/- (Three Crore thirty five Lacs twenty four thousand Lacs) divided into3352400 equity shares of Rs. 10/- each.
4. Conversion of Company From Private Limited To Public Limited:
Pursuant to Section 14 and other applicable provisions and rules if any of theCompanies Act 2013 the approval of the members accorded to the conversion of the statusof Company from "Bindal Exports Private Limited" to "Bindal ExportsLimited" in the Extra Ordinary General Meeting of the Company held on August 08 2016The Registrar of Companies Gujarat Dadra and Nagar Haveli has on September 07 2016issued Fresh Certificate of Incorporation Consequent upon Conversion from Private Companyto Public Company.
5. Classes Of Shares:
As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.
6. Extract Of Annual Return:
The extract of the annual return in Form MGT-9 in terms of Section 92(3) of theCompanies Act 2013 for the financial year under review has been provided in an Annexure -IV which forms part of the Directors' Report.
7. Number Of Board Meeting Held:
The Board of Directors met 12 (Twelve) times in the year 2016-17. The detailspertaining to number of Board Meetings held during the financial year are as follow:
|09/04/2016 ||27/08/2016 ||24/09/2016 |
|12/05/2016 ||30/08/2016 ||10/10/2016 |
|11/07/2016 ||08/09/2016 ||14/11/2016 |
|14/07/2016 ||23/09/2016 ||04/03/2017 |
8. Initial Public Offering (IPO):
During the year under review your company entered into the capital markets with amaiden public issue of 1248000 equity shares of Rs. 10/- each at a premium of Rs. 06/-per share aggregating to Rs.19968000/-. The issue received good response and the samewas oversubscribed 1.16 times. The equity shares have been listed and traded on the SMEPlatform of BSE Ltd Subsequent to the IPO the issued subscribed and paid up capital ofyour company stands at Rs.46004000/- divided into 4600400 equity shares of Rs. 10/-each. The Company has fully spent / utilized the proceeds of the funds raised under theIPO as per the object of the issue up to January 16 2017. The disclosure in compliancewith the SEBI Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 is as under:
|Sr. o Particulars ||Amount (in Rs) projected utilization of funds as per offer document ||Amount (in Rs)actual utilization of funds till January 16 2016 ||Deviation (if any) |
|1 Working Capital Requirement ||15268000 ||15268000 ||NIL |
|2 General Corporate Purposes ||700000 ||700000 ||NIL |
|3 Issue Expenses ||4000000 ||4000000 ||NIL |
|Total ||19968000 ||19968000 ||IL |
9. Capital Structure:
Your Company has made allotments of Equity Shares from time to time. The following isthe Paid up Equity Share Capital Build-up of Company since incorporation & during theyear under review:
|Date of Allotment of Equity Shares Upon ||No. of Equity Shares ||Face Value (Rs.) ||Issue Price (Rs.) ||Nature / Reason of Allotment ||Nature of Consid eration ||Cumulative No. of Equity Shares ||Cumulative Paid Up Share Capital (Rs.) ||Cumulative Share Premium (Rs.) |
|Incorporation (may 22 2007) ||100000 0 ||10 ||10 ||Subscription to MOA ||Other than Cash ||1000000 ||10000000 ||NIL |
|March 31 2008 ||830000 ||10 ||50 ||Further Allotment by way of Consideration of unsecured loan ||Other than Cash ||1830000 ||18300000 ||33200000 |
|March 31 2008 ||10000 ||10 ||50 ||Further Allotment by way of Consideration of unsecured loan ||Other than Cash ||1840000 ||18400000 ||33600000 |
|October 04 2010 ||132000 ||10 ||50 ||Further Allotment by way of Consideration of unsecured loan ||Other than Cash ||1972000 ||19720000 ||38880000 |
|August 30 2016 ||138040 0 ||10 ||NA ||Bonus Issue ||Other than Cash ||3352400 ||33524000 ||38880000 |
|October 10 2016 ||124800 0 ||10 ||16 ||Initial Public Offer ||Cash ||4600400 ||46004000 ||46368000 |
10. Changes In Authorized Share Capital:
The initial authorized share capital of Rs. 10000000/- divided into 1000000Equity Shares Rs. 10/- each was increased to Rs. 20000000/- divided into 2000000Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholders dated March26 2008.
The authorized share capital of Rs. 20000000/- divided into 2000000 EquityShares of Rs. 10/- each was increased to Rs.50000000/- divided into 5000000 EquityShares of Rs. 10/- each pursuant to a resolution of our shareholders dated August 292016.
The Company has neither accepted/invited any deposits u/s 73 of the Companies Act 2013during the period nor there any outstanding deposit of earlier years within the meaningof Section 58A of the Companies Act 1956.
12. Meeting Of Independent Directors:
The independent directors of company met one time during the year on Saturday March04 2017 under the requirement of Regulation 24 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
13. Board Evaluation:
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
14. Directors And Key Managerial Personnel:
During the year under review details of Appointment and resignation of Directors &KMPs are as under:
|Sr. No ||Name DI Current Designation Occupation Term ||Nationality ||Age |
|1 ||Mr. Ravindrakumar Arya (DI -00033067) ||Indian ||56 years |
| ||Managing Director || || |
| ||Date of Appointment as Director: Since Incorporation || || |
| ||Date of Appointment as Chairman: August 30 2016 || || |
| ||Date of Appointment as Managing Director: September 01 2016 || || |
| ||Term: Five years from August 30 2012 subject to liable to retire by rotation. || || |
| ||Occupation: Business || || |
|2 ||Mr. Anupam Arya (DI -00287676) ||Indian ||28 years |
| ||Executive Director || || |
| ||Date of Appointment as Director: May 03 2016 || || |
| ||Date of Appointment as Executive Director: May 03 2016 || || |
| ||Term: Five years From May 03 2016 Subject to Liable to retire by rotation || || |
| ||Occupation: Business || || |
|3 ||Mr. Apurva Arya (DI -06558623) ||Indian ||26 years |
| ||Non-Executive Director || || |
| ||Date of Appointment as on-Executive Director: August 29 2016 || || |
| ||Term: Liable to retire by rotation || || |
| ||Occupation: Business || || |
|4 ||Mr. Ashokkumar Sharda (DI -00739824) ||Indian ||52 years |
| ||Non-Executive Independent Director || || |
| ||Date of Appointment as on-Executive Independent Direct or: July 14 2016 || || |
| ||Term: Five years from July 14 2016. Not liable to retire by rotation. || || |
| ||Occupation: Business || || |
|5 ||Mrs. Seema Asawa (DI -07600303) ||Indian ||51 years |
| ||Non-Executive Independent Director || || |
| ||Date of Appointment as on-Executive Independent Director: || || |
| ||August 27 2016 || || |
| ||Term: Five years from August 27 2016. Not liable to retire by rotation. || || |
| ||Occupation: Business || || |
The Board Considered resignation of Mr. Gourishankar Agarwal (DIN-1977775) from thepost of Director due to pre occupations in their meeting held on May 12 2016.
The Board of Directors in their meeting held on August 27 2016 appointed Ms. NishidhaAjay Agarwal as Chief Financial Officer (CFO) of the Company.
Mr. Hiren Shah was appointed as company secretary & compliance officer and keymanagerial personnel as per provision of Companies Act 2013 by the Board of Directors ofthe Company in their meeting held on September 08 2016.
15. Material Changes And Commitments Affecting The Financial Position Of The Companywhich Have Occurred Between The End Of The Financial Year Of The Company To Which theFinancial Statements Relate And The Date Of The Report:
There are material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report as given below:
The Company has taken note of resignation of Mr. Hiren Shah as Company Secretaryand Compliance Officer w.e.f. October 25 2016 under the provisions of the Companies Act2013
The Company has appointed Mr. Nikhil S Mistry (Membership No. A44799) CompanySecretary and Compliance Officer under the provisions of the Companies Act 2013 in theboard meeting held as on November 14 2016.
16. Declaration By An Independent Director(S):
A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 has been taken bythe company.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report. It has been provided in an Annexure-II & III which forms part of theDirectors' Report.
17. Constitution Of Committees:
The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Annual Report. Therehas been no instance where the Board of Directors had not accepted any recommendation ofthe Audit Committee.
Nomination & Remuneration Committee:
The Company has constituted Nomination and Remuneration Committee in accordance withSection 178 of the Companies Act 2013.
The Company has constituted Stakeholder relationship Committee in accordance withSection 178 of the Companies Act 2013.
Pursuant to Section 139(1) of the Companies Act 2013 and the Companies (Audit &Auditors) Rules 2014 M/s. SNK & Co. Chartered Accountants bearing (RegistrationNo.109176W) was appointed as Auditor of the company to hold from the conclusion of EightAGM held on August 28 2014 of the company to the conclusion of the Thirteen AGM of thecompany for the financial year ending March 31 2019 on such remuneration as may be fixedby the board apart from re-imbursement of out of pocket expense as may be incurred be themfor the purpose of audit subject to ratification of the appointment by the members atevery AGM.
Statutory Auditors' Observations In Audit Report:
The notes on financial statement referred to in the auditor's report areself-explanatory. There is no qualification reservation or adverse remarks or disclaimermade by the auditors in their report and do not call for any further explanation/commentfrom the board.
Pursuant to provision of Section 204 of Companies Act 2013 and Rules made there underDhiren R. Dave Company Secretaries has been appointed as a Secretarial Auditor of theCompany for the "Financial Year 2016-17" in Meeting of Board of Directors heldon May 19 2017. A Secretarial Audit Report in Form MR-3 given by Dhiren R. Dave CompanySecretaries has been provided in an Annexure-I which forms part of the Directors Report.
In terms of Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company has appointed M/s. Mahesh Kumar Mittal & Co. CharteredAccountant (Membership no.026501) as an Internal Auditor of the Company.
19. Internal Audit & Controls:
The Company engaged Mahesh Kumar Mittal & Co. Chartered Accountant as InternalAuditor of Company. During the year the Company continued to implement his suggestionsand recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Internal Auditor's findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
20. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companythe link provided below: (www.bindalexports.com)
21. Corporate Social Responsibility Policy:
Section 135 of the Companies Act 2013 is not applicable to the Company as Company isnot covered under the prescribed criteria.
22. Risk Management Policy:
The assessment of the risks covers Strategy Technology Financial Operations &Systems Legal & Regulatory and Human Resources Risks. There is appropriate assuranceand monitoring mechanism in place to monitor the effectiveness of the risk management.Further company is in the process of developing risk management framework to implement andadhere to the policy to mitigate risk avoid risk or take risk that cannot be mitigate oravoid for the benefit of the Company's business and growth.
23. Subsidiaries Joint Ventures And Associate Companies:
As on March 31 2017 the Company does not have any Subsidiary Company Joint VentureCompany and Associates Company are annexed herewith in Annexure V.
24. Obligation of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013
The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
25. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo:
The requirements for disclosure in respect of Conservation of Energy TechnologyAbsorption in terms of Section 134(3) (m) of the Companies Act 2013 read with the rule 8of Companies (Accounts) Rules 2014are annexed herewith in Annexure VII.
26. Corporate Governance:
The company is being SME Company and listed on SEM exchange of BSE Limited thereforepursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the compliance with corporate governance as specified in regulation 17to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C D and E ofSchedule V shall not apply.
27. Particulars of Contracts And Arrangements With Related Party:
The particulars of contracts / arrangements with related parties referred to in Section188(1) entered into during the financial year under review as required to be given in FormAOC-2 have been provided in an Annexure-VI which forms part of the Directors' Report.
28. Significant And Material Orders Passed By The Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations during theyear under review.
29. Particulars of Loans Guarantees or Investments:
The company has not given any loans or made investments covered under the provisions ofsection 186 of the Companies Act 2013
30. Disclosure Of Remuneration Of Employees Covered Under Rule 5(2) Of The Companies(Appointment And Remuneration Of Managerial Personnel) Rules 2014:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 Lacs during the financial year 2016-17.
31. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3)(c) of the Companies Act 2013:
1) That in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
2) That such accounting policies as mentioned in the Financial Statements asSignificant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2017 and of theprofit of the Company for the year ended on that date;
3) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4) That the annual financial statements have been prepared on a going concern basis;
5) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6) Those proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
32. Listing With Stock Exchange:
Bindal Exports Limited got its shares listed on SME Platform of the BSE Limited onOctober 17 2016. It has paid Annual Listing Fees for the year 2016 2017 to BSELimited.
33. Other Disclosures:
Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
The Directors are thankful to all the Bankers Financial Institutions and the InvestorGroup for their support to the Company. The Board places on record its appreciation forcontinued support provided by the esteemed customers suppliers bankers financialinstitutions consultants and Shareholders.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted services hard work and dedication by the Company's executives staff andworkers.
| ||For and on behalf of the Board of Directors || |
| ||BIDAL EXPORTS LIMITED || |
|Place: Surat || || |
|Date: 28/08/2017 || || |
| ||Ravindrakumar K Arya ||Anupam R Arya |
| ||Managing Director ||Executive Director |
| ||(DI: 00033067) ||(DI: 00287676) |