Binny Ltd Management Discussions.

i) Industry structure and developments:

With the decision to exploit its vast urban land bank, the Company has entered the real estate sector. This transformation is being undertaken because the Company understood the growth potential of the sector, and is in a position best-leverage the opportunities. While over 75% of the real estate market in India is related to residential housing, The Company is determined to largely focus on this segment while also developing a mixed portfolio that includes commercial property, retail, entertainment and hospitality.

The primary focus is on best utilising the land asset in Perambur area given the locations demand and land usage regulations.

ii) Opportunities and threats:

The residential real estate segment in India has witnessed significant growth in the first decade of this millennium. Thereafter the impact of the global economic crisis was felt by the sector, there was a slowdown and decline in demand, subsequently the demand has started picking up gradually and the industry is in a phase of consolidation. Growth in commercial real estate has been driven largely by the flourishing service sector in the Country, especially the IT and IT enabled services (ITeS). While the real estate sector has strong fundamentals, it continues to be highly dependent on economic cycles. For the residential sector, the prevailing economic condition has a major impact on individuals buying power and the level of income related uncertainties that determine investment risk taking capabilities.

For the commercial segment, the relationship is even more direct, as improved economic activity requires more people to be employed that leads to demand for more office space.

iii) Segment-wise or product-wise performance:

Not Applicable

iv) Outlook:

Indian real estate sector has witnessed high growth in the recent times with rise in demand for office as well as residential spaces. According to Colliers India, a property consultant, institutional investments in the Indian real estate sector are expected to increase by 4% to reach Rs. 36,500 crore (US$ 5 billion) in 2021, driven by rising interest of investors towards capturing attractive valuations amid the pandemic. Government of India along with the governments of respective States has taken several initiatives to encourage development in the sector.

Ultra-modern high-rise apartments, gated townships and luxury towers with well-managed infrastructure will remain the most preferred choice in the ultra-luxe segment, which is driven by NRIs, UHNIs, expats, and business leaders amongst others.

Some of these measures include the incentives announced by RBI for infrastructure financing, the reduction in interest rates on home loans, incentives for affordable housing, announcement of a framework for REITs (Real Estate Investment Trusts) and relaxation of norms for foreign direct investment in construction. The Governments initiative in relaxing complex FDI norms will lead to higher foreign inflows and more liquidity for the sector.

Covid -19 impact on Residential Real Estate

Amidst, the current COVID-19 outbreak, the Real Estate Sector is likely to witness major disruptions due to construction delays and financing issues. However, the Company is backed by a strong Joint Development Partner, committed employees and a resilient business model based on which the impact may not be as significant as it has been on other local players. The revival of consumer sentiment could take longer than what was initially anticipated considering depletion of personal savings of most individuals and aspiring businesses. However, Covid-19 has also presented an opportunity for the integrated township project in a unique way. Greater family bonding during lockdown has increased the desire for providing an improved quality of life for their loved ones.

v) Risk and concerns:

While the management of The Company is confident of creating and exploiting the opportunities, it also finds the following challenges: Macro-Economic Risks: Interest rates, inflation and exchange rate risks are amongst the important macroeconomic indicators.

Liquidity Risk: The time required for liquidity of project can vary depending on the quality and location of the property.

Other Risks: Unanticipated delays in project approvals, Availability of accomplished and Trained labour force, increased cost of manpower, rising cost of construction, etc.,

Market instability and uncertainty may create a slight flutter for the sector. The Current economic outlook, though not dim, seems bleak and can hamper the industry growth. Continuous change in policies will tend to affect investment as well.

vi) Internal Control system and their adequacy

The Company has adequate internal control systems commensurate with its size and nature of business and complexity of operations. Internal Auditors conduct regular audits and report to the Audit Committee, thus ensuring the adequacy and effectiveness of Internal Control. The observations of the Internal Auditors are reviewed periodically on a quarterly basis and due compliances ensured. The exceptional items are reported to the Board.

vii) Discussion on financial performance with respect to operational performance.

Financial performance with respect to operational performance is discussed in the main part of the Report.

viii) Material Developments in Human Resources / Industrial Relations front, including number of people employed.

The Companys streamlined reporting system ensures efficiency. The Company continues with the job appraisal system ensuring overall growth of the employees of the Company. The Company still invests in training and development of its employees. The thrust of the Company has been on talent improvement through training programmes. Industrial relations have continued to be cordial throughout the year.

CORPORATE GOVERNANCE

The Directors present Companys report on Corporate Governance in compliance with SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the practices followed by the Company.

The Company is committed and consistently practised good corporate governance. The Companys philosophy on Corporate Governance is compliance of matters by maintaining disclosure, transparency, accountability and aiming at enhancing the long term value of all stakeholders and the Company endeavours to ensure that highest standards of ethics and code of conduct are met throughout the organization.

A report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations is given below:

1. BOARD OF DIRECTORS

The Board of Directors of the Company has a combination of Executive, Non-Executive Directors & Independent Directors to ensure proper governance and management. The composition of the Board and category of Directors are as follows.

1.1. Composition/Category of Directors/Attendance at Meetings/Directorships & Committee Memberships in other Companies as on March 31, 2021:

Attendance particulars

No. of Directorship, Committee Membership/ Chairmanship in other Companies

Name Directorship Board Meeting 51st AGM Other Directorship in Public Limited Company* Committee Membership* Committee Chairman Ship* Date of appointment Directorship in other Listed Entities
Shri. M. Nandagopal Promoter and Executive Chairman 4 Yes 9 1 - 03-10-2013 Independent Director in Mohan Meakin Limited
Justice S. Jagadeesan Non-executive & Independent 4 Yes 1 - - 05-09-2007 NA
Shri. S. Natarajan* * Non-executive Promoter 1 No 4 - 1 11-01-1988 Non Executive Non Independent Director in Binny Mills Limited & Non Executive Independent Director in Ucal Fuel Systems Limited
Shri. Arvind Nandagopal Promoter and Managing Director 3 Yes 5 - - 03-10-2013 NA
Shri. R Arunkumar Non-executive & Independent 4 Yes 1 - - 06-09-2017 NA
Smt. Nilima Sathya Non-executive & Independent 4 No 1 - - 12-02-2018 NA

* Excludes directorship, Committee Memberships and Chairmanships in Binny Limited. Also excludes directorship in Private Companies, Foreign Companies, Companies incorporated under Section 8 of the Companies Act, 2013 and alternate directorships.

* Shri. Arvind Nandagopal, Managing Director is the Son of Shri. M. Nandagopal, Executive Chairman. * Non-executive directors did not hold any number of shares and convertible instruments in the Company. ** Shri. S Natarajan, Non Executive Director had resigned from the Board on 29.08.2021.

None of the Independent/Non-Executive Directors have any material pecuniary relationship or transactions with the Company which in the judgment of the Board may affect the independence of the director except receiving sitting fee for attending the meetings.

The Company has received the requisite declarations from its Independent Directors confirming that they meet the criteria of independence prescribed both under the Companies Act, 2013 and the Listing Regulations. The Board at its meeting held on 30th July 2021 has taken on record the declarations received from the Independent Directors. In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations and are independent of the Management.

1.2 Board Meetings

During the year, 4 Board Meetings of the Company were held on the following dates:

30-07-2020 14-09-2020 13-11-2020 13-02-2021

1.3 FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS

Brief details of the familiarization programme for Independent Directors of the Company are uploaded on the website of your Company and can be accessed through the following link: http://binnyltd.in/images/policies/ FAMILIARIZATION_DIRECTORS.pdf

1.4 SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS

The Board of Directors have identified the skills/ expertise/ competencies fundamental for the effective functioning of the Company namely knowledge on Companys business, policies and culture, major risks/ threats and potential opportunities and knowledge of the industry in which the Company operates; technical/ professional skills and specialized knowledge in relation to Companys business and General Management, Business Strategy, Corporate Strategy, Governance practices, Financial Management.

All the Directors possess skills/ expertise and competencies as stated above. Shri. M Nandagopal, Executive Chairman and Shri. Arvind Nandagopal, Managing Director have an indepth technical knowledge on the industry in which the company operates.

2. BOARD COMMITTEES

The Board has constituted various Committees for support in discharging its responsibilities. There are four Committees constituted by the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Company Secretary acts as the Secretary of the Committees of the Board

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations 2015. The Committee consists of Two Independent Directors and One Non-Executive Director. The members of the Audit Committee are financially literate and have experience in financial management.

The Statutory Auditors and Internal Auditors are invited to attend the Audit Committee meetings as and when necessary and the Company Secretary acts as the Secretary of the Committee.

During the year, 4 Audit Committee Meetings of the Company were held on the following dates:

30-07-2020 14-09-2020 13-11-2020 13-02-2021

2.1 Composition, name of members & Chairman, meetings held during the year and attendance at meetings:

Name of the Member Directorship in the Board Committee Membership Number of Meetings Attended
Justice Shri. S. Jagadeesan Independent Director Chairman 4
Shri. S. Natarajan Non-executive Director Member 1
Shri. R Arunkumar Independent Director Member 4

2.2 The terms of reference of the Audit Committee are broadly as under:

Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) Qualifications if any, in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

Review and monitor the auditors independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the whistle blower mechanism;

Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the audit committee.

3. NOMINATION AND REMUNERATION COMMITTEE

The role of the Nomination and Remuneration Committee is governed by its Policy and its composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations 2015.

The policy is available in the web link: http://www.binnyltd.in/policies_codes.html. One meeting was held during the year on 14.09.2020. The Committee is composited as follows;

Name of the Member Directorship in the Board Committee Membership Number of meeting attended
Justice Shri. S Jagadeesan Independent Director Chairman 1
Shri. R Arunkumar Independent Director Member 1
Smt. Nilima Sathya Independent Director Member 1

3.1 Brief description of terms of reference:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

3.2 Performance evaluation criteria

In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there under and Part D of Schedule II of the Listing Regulations, 2015 and as per the Nomination and Remuneration policy, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out on an annual basis.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2020-21.

4. REMUNERATION OF DIRECTORS

The ability to attract and retain talented and quality resources is a significant characteristic of any successful organisation. The Companys Remuneration policy formulated by the Nomination and Remuneration Committee provides the framework for remuneration of the Board members as well as all employees including the Key Managerial Personnel. This policy is guided by the principles and objectives as enumerated in Section 178 of the Companies Act, 2013 and Listing Regulations, 2015 to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.

The Non-Executive Independent Directors are also paid sitting fees within the limits prescribed under the Companies Act, 2013 for every Board/Committee meetings attended by them a. Non-Executive Independent Directors:

Sitting Fees Paid 2020-21
Name Rs.
Justice Shri.S. Jagadeesan 40,000
Shri. R Arunkumar 40,000
Smt. Nilima Sathya 40,000

During the year 2020-21 there is no pecuniary relationship or transactions made or entered between the Company and Non-Executive/Independent Directors.

b. Executive Chairman and Managing Director:

(In Lakhs)

Name of Director Salary Benefits Bonus Stock Options
Shri. M. Nandagopal, Executive Chairman Nil Nil Nil Nil
Shri. Arvind Nandagopal, Managing Director 60 Nil Nil Nil

The Company does not have any Employee Stock Option Scheme.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholder Relationship Committee is in Compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

5.1 Terms of Reference:

The Committee oversees, reviews and monitors all matters connected with transfer/transmission/transposition of shares/non-receipt of Annual Report, issue of duplicate Share certificate, Consolidation and split of share certificates, re-materialization and dematerialization of shares, reviewing the performance of Registrar and Transfer Agents and looking into the redressal and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Further all the investors / shareholders grievances and the action taken by the Company to the satisfaction of the shareholders are brought to the attention of the Committee. The Committee had eight meetings on the following dates during the year 2020-21 viz., 03.08.2020, 07.09.2020, 23.10.2020, 18.11.2020, 06.01.2021, 18.01.2021, 01.03.2021 and 26.03.2021.

Name of the Member Directorship in the Board Committee Chairmanship/Membership
Justice Shri. S. Jagadeesan Independent Director Chairman
Shri. M. Nandagopal Executive Chairman Member
Shri. Arvind Nandagopal Managing Director Member

Shri. T. Krishnamurthy, designated as the Compliance Officer of the Company has resigned from the post of Company Secretary on 14.12.2020 Cameo Corporate Services Limited, Chennai, is the Companys Registrar and Share Transfer Agent (RTA). The contact details are available in the General Shareholder Information section of the Report.

5.2 Details pertaining to the number of complaints received and responded and the status thereof during the financial year 2020-21 are given below:

Number of Complaints received 2
Number not solved to the satisfaction of Shareholders 0
Number of Pending Complaints 1*
*SEBI has disposed off the complaint on 22/07/2021

6. DETAILS OF GENERAL BODY MEETINGS:

6.1 Annual General Meeting

Details of last three Annual General Meetings and the summary of Special Resolutions passed therein are as under:

Financial Year Date Venue of AGM Time No. of special resolution(s) set out at the AGM
49th AGM 2017-18 28-09-2018 Vani Mahal (Obul Reddy Hall), 103, G N Chetty Road, T Nagar, Chennai - 600017 10:00 a.m. 1
50th AGM 2018-19 26-09-2019 Kasturi Srinivasan Hall (Mini Hall), The Music Academy, New No. 168, T.T.K. Road, Royapettah, Chennai – 600014. 11.00 a.m. 2
51st AGM 2019-20 30-10-2020 AGM conducted through Video Conferencing (‘VC)/ Other Audio Visual Means (‘OAVM‘) 11.00 a.m. -

6.2 Postal Ballot

During the year, there were no resolutions passed through postal ballot and as at the year end, there are no proposals to pass special resolutions through postal ballot except those requiring to be passed pursuant to the Companies Act, 2013/Listing Regulations which will be done after providing adequate notice to the shareholders.

7. MEANS OF COMMUNICATION:

Your Company recognizes the significance of timely dissemination of information to shareholders. Accordingly, the quarterly, half-yearly and annual financial of the Company results were published in the leading English and Vernacular language newspaper, "Business Standard" (English) and "Makkal Kural" (Tamil) periodically.

In compliance with Regulation 46 of the Listing Regulations, 2015, all vital information, announcements and policies of the Company have been posted on the Companys website: http://www.binnyltd.in.

All material information in terms of the Listing Regulations, 2015 and other rules and Regulations issued by the SEBI about the Company is promptly communicated to BSE Ltd (BSE) where the Companys shares are listed, through the prescribed mode of communication.

8. GENERAL SHAREHOLER INFOMRATION: 8.1 52nd Annual General Meeting:

Date: Monday, 15th November, 2021, Time: 11a.m.

The AGM shall be conducted through Video Conferencing or Other Audio-Visual Means in compliance with applicable provisions of the Companies Act, 2013, Rules and the framework issued by the Ministry of Corporate affairs issued in this regard.

Venue: No.01, Cooks Road, Perambur, Chennai - 600012

8.2 Financial Year:

The financial year covers the period from 1st April to 31st March every year.

8.3 Date of Book Closure

9th November 2021 to 15th November 2021 (both days inclusive).

8.4 Dividend payment date:

No dividend has been recommended by the Board of Directors of the Company.

8.5 Listing of Stock Exchange:

The Stock Exchange at which the equity shares of the Company are listed and the stock code is:

Name of Stock Exchange Address Security ID / Scrip Code
BSE Limited P.J. Tower, Dalal Street, Fort Mumbai – 400 001. Binny / 514215

ISIN of Companys equity shares having face value of Rs. 5 each is INE118K01011. The Company has paid till date, appropriate listing fees to the stock exchange where the Companys Equity Shares are listed.

8.6 Market Price:

The closing market price of equity shares on March 31, 2021 (last trading day of the year) was Rs.118.75 on BSE. Monthly High/Low price of the Equity Shares traded during the year 2020-21 in BSE Limited is given as below;

(2020-21) April May June July Aug Sep Oct Nov Dec Jan Feb March
High 68.25 66.75 80.55 91.95 151.00 140.50 118.25 112.00 122.00 104.80 124.00 157.00
BSE
Low 47.50 48.50 52.25 67.20 82.75 98.85 96.00 99.00 92.20 78.60 73.00 118.00

8.7 Registrar and Share Transfer Agent:

M/s. Cameo Corporate Services Limited, Chennai, is Registrar and Transfer Agent for the company providing connectivity with the NSDL / CDSL for demat services, also undertake share transfer in physical format and other related services. Members are requested to send all their communications and documents pertaining to both shares in physical form and dematerialised form to the Registrar at the following address:

M/s CAMEO CORPORATE SERVICES LIMITED Contact person:
UNIT: BINNY Shri. R D Ramaswamy
5th Floor, Subramanian Building Designation: Director
No. 1, Club House Road, Mr. D Narasimhan
Chennai 600 002 Designation: Joint Manager
Phone: 044-28460390 (5 lines);
Fax: 044-28460129
Email: investor@cameoindia.com

8.8 Share Transfer System

The share transfer and other requests are processed within 15 days from the date of lodgement, provided the documents are complete in all respects.

The Stakeholders Relationship Committee meets as and when required to consider and approve the transfer, transmission of shares of the Company. The dematerialized shares are transferred directly to the beneficiaries through the depositories. As of March 31, 2021, there are no pending share transfers pertaining to the year under review.

8.9 Shareholding as on March 31, 2021

a) Distribution of equity Shareholding as at March 31, 2021.

Shareholding Shareholders Total Shares % on equity Capital
1-5000 9698 94.98 1384952 6.20
5001-10000 251 2.46 371593 1.66
10001-20000 118 1.16 335225 1.50
20001-30000 47 0.46 238328 1.08
30001-40000 20 0.19 141858 0.63
40001-50000 12 0.12 110900 0.50
50001-100000 31 0.30 430148 1.93
100001 - and above 34 0.33 19306406 86.50
Total 10211 100.00 22319410 100.00

b) Distribution of Preference Shareholding as at March 31, 2021.

Shareholding Shareholders Total Shares % on Preference Capital
5-5000 - - - -
5001-10000 - - - -
10001-20000 - - - -
20001-30000 - - - -
30001-40000 - - - -
40001-50000 - - - -
50001-100000 - - - -
100001 - and above 1 1 234432855 100.00
Total 1 1 234432855 100.00

c) Shareholding pattern as at March 31, 2021.

Category No. of Holders % to Equity Capital % to Preference Capital
Promoters 10 74.69 100.00
Corporate Body 109 0.91 -
Bank/Financial Institutions 15 0.05 -
Resident 9825 17.53 -
HUF 158 0.98
Central Government/State 5 1.66
Government/ President of India
Insurance Companies 1 1.66 -
Foreign National/Portfolio Investor 1 0.08 -
NRI 66 2.37 -
Clearing Member 20 0.07 -
Trusts 1 0.00 -
Total 10211 100.00 100.00

8.10 Dematerialization of Shares and Liquidity:

The detail of shares dematerialized and those held in physical form, as on March 31, 2021.

Particulars No. of Shares Percentage to the equity Capital
PHYSICAL 14,75,215 6.61
DEMAT
NSDL 1,96,12,154 87.87
CDSL 12,32,041 5.52

Shareholders who continue to hold shares in physical form are requested to dematerialize their shares at the earliest and avail of the various benefits of dealing in securities in electronic/ dematerialized form. For any clarification, assistance or information, please contact M/s. Cameo Corporate Services Limited.

8.11 Outstanding GDR / ADRs / Warrants or any Convertible Instrument, as on 31st March 2021:

As on date, the Company has not issued GDRs, ADRs, or any other Convertible Instruments which are pending for conversion.

8.12 Address for Communication:

Shri. T.Krishnamurthy, Director (Finance) & CFO

Address: Binny Limited, 1 Cooks Road, Perambur, Chennai 600 012 E-mail: binny@binnyltd.in Phone: 044-26621053.

9. Disclosures:

i. Materially Significant Related Party Transactions:

Related parties transactions are disclosed in the Notes on Accounts and during the year, there are no other materially significant related parties transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on related party transactions has been placed on the Companys website and can be accessed through the following link: http://www.binnyltd.in/policies/RELATED_TRANSACTIONS_POLICY.pdf

ii. Penalties / Strictures during last three years

No strictures/penalties were imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years. The Company has been complying with SEBI Rules and Regulations.

iii. Whistle Blower Policy

During the Financial Year, there was no such incident that necessitated the Audit Committee to investigate according to the Whistle Blower Policy.

In line with Section 177 (9) of the Act read with relevant rule 7 of the Companies (Meetings of Board and its powers) rules, 2014 and Listing Regulations, 2015, the Company has established a Vigil Mechanism overseen by the Audit Committee. This has been uploaded in the Companys website. The link for the same is http:// www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_Mechanism.pdf No personnel were denied access to the Audit Committee of the Company.

iv. Compliance with the discretionary requirements under Listing Regulations, 2015

The Board of Directors periodically reviewed the compliance of all applicable laws and steps taken by the Company to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of Listing Regulations. In addition, the Company has also adopted the following non-mandatory requirements to the extent mentioned below:

Separate posts of Chairman and Managing Director:

The Positions of the Chairman and Managing Director are separate. Shri. M. Nandagopal was appointed as Executive Chairman and Shri. Arvind Nandagopal was appointed as Managing Director.

v. Subsidiary Companies/Associate Companies

The Company does not have any Subsidiary Companies/Associate Companies.

vi. Disclosure of commodity price risks and commodity hedging activities

As the Company is not engaged in commodity business, commodity risk is not applicable. The foreign exchange risk is being managed/hedged to the extent considered necessary. The Company had not entered into any forward contracts for any foreign exchange risks during the year under review.

The Company has complied with the requirements of sub-paras (2) to (10) of Schedule V of the Regulations.

vii. Utilization of funds raised through preferential allotment or qualified institutions placement

The Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2021.

viii. Certificate from a company secretary in practice with regard to disqualification of directors

A certificate from Shri Udaya Kumar K R, Partner of V Suresh Associates, Practicing Company Secretaries certifying that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is annexed and forms part of this report

ix. Details of recommendation of any committee of the Board which are not accepted by the Board

The Board of directors accepted all the recommendation(s) of the Committees of the Board during financial year ended March 31, 2021.

x. Details of fees paid to the statutory auditor(s) and all entities in the network firm/network entity of which the each of the statutory auditor is a part for the financial year ended March 31, 2021

Rs in Lakhs

Type of service Fiscal 2021 Fiscal 2020
Statutory Audit 5.90 5.40
Other matters 4.60 5.77
Total 10.50 11.17

xi. Disclosure of complaints received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Particulars FY 2020-21
No. of complaints on sexual harassments received during the year Nil
No. of complaint disposed off during the year Nil
No. of cases pending as on at end of the financial year Nil

xii. The Disclosures of the compliance with Corporate Governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 are as follows:

Regulation Particulars of Regulation Compliance Status (Yes/No/NA)
17 Board of Directors Yes
18 Audit Committee Yes
19 Nomination and Remuneration Committee Yes
20 Stakeholders Relationship Committee Yes
21 Risk Management Committee NA
22 Vigil Mechanism Yes
23 Related Party Transactions NA
24 Corporate Governance Requirements with respect to subsidiaries of listed entity NA
25 Obligations with respect to Independent Directors Yes
26 Obligations with respect to Directors and Senior Management Personnel Yes
27 46 (2) (b) Other Corporate Governance Requirements Yes
to (i) Disclosures on website Yes

10. CODE OF CONDUCT

The Companys Board of Directors laid down and adopted a Code of Conduct under Corporate Governance for all the Directors and the Senior Management Personnel of the Company. The said Code of Conduct has also been posted on the Companys website in the below link: http://www.binnyltd.in/images/policies/CODE%20OF%20CONDUCT.pdf The Board members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for 2020-21 in the Board meeting held on July 30, 2021. A declaration signed by the Companys Managing Director to this effect is enclosed at the end of this report.

11. CERTIFICATION ON CORPORATE GOVERNANCE

As required under the Listing Regulations, 2015, Shri Udaya Kumar K R, Partner of V Suresh Associates, Practicing Company Secretaries have verified the compliances of the Corporate Governance. A Certificate affirming the compliance is annexed to this Report.

12. CEO/CFO CERTIFICATION

As required under Regulation 17 (8) of the Listing Regulations, 2015, the CEO/CFO certificate for the financial year 2020-21 signed by Shri Arvind Nandagopal, Managing Director and Shri T. Krishnamurthy, Director (Finance) & CFO, was placed before the Board of Directors of your Company at their meeting held on September 24, 2021 and the same is provided as Annexure to this Report.

13. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT

In accordance with Regulation 26 read with Schedule V (D) of the Listing Regulations, 2015, I hereby confirm that all the Directors and the Senior Management Personnel have affirmed compliance with their respective code of conduct and ethics as applicable to them, for the year ended on 31st March 2021.

On behalf of the Board
Arvind Nandagopal
Chennai Managing Director
September 24, 2021 DIN:00059009