Chamanlal Setia Exports Ltd

To,

The Members,

Chaman Lal Setia Exports Ltd.

P.O Central Jail, Mirankot Road Amritsar-143002

Your Director's take pleasure in presenting before you the 30th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31.03.2024

1. OVERVIEW OF FINANCIAL PERFORMANCE AND BUSINESS OPERATIONS

The financial and operating highlights for the year under review, compared with the previous Financial years, are given below: -

The Company's financial performance, for the year ended March 31st, 2024 is summarized below

(' in Lacs, except as stated)

2. IND-AS APPLICABILITY:-

The Company has adopted the Indian Accounting Standard (‘INDAS') w.e.f. 01.04.2017 These financial statements have been prepared in accordance with the recognition and measurement principles stated there in and as prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

3. REVIEW OF OPERATIONS: -

For the year ended 31st March, 2024 the Company's revenue from operations was Rs. 135562.84 Lacs as against Rs. 138734.63 Lacs during the corresponding period of previous financial year resulting a minor decrease of revenue 2.28% due to congestional issues and government policies regarding minimum export price(MEP)

which correspondence into net profit before tax also which decrease from Rs. 15720.04 Lacs to Rs. 15452.87 Lacs giving minor decrease of 1.70 %. Further EPS also decrease from 22.76 to 22.36.

4. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of Rs. 133173.52 Lacs against previous year sales of ' 135125.03 lacs.

5. EXPORTS

Inspite of Fact that Government of India banned certain type of Rice export and Fixed Minimum Export Price (MEP). The Company continue to maintain its exports during 2023-24 which only decreased to Rs. 120775.55 Lacs from Rs. 121877.31 Lacs having a percentage of 0.90%.

6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no subsidiary or Associate Company and during the year also no entity has become or ceased to be the subsidiary, joint venture or Associate Company.

7. TRANSFER TO RESERVES

The Company has transferred an amount of '1156.36 Lakhs to General reserves during the financial year.

8. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND

During the year, pursuant to the provisions of Section 124 and Section 125 of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting,Audit,Transfer and Refund) Rules,2016, (as amended from time to time) (IEPF Rules), Interim dividend amounting Rs.246649/- was lying unpaid/unclaimed with the Company for a period of seven years after declaration of Dividend for the financial year ended 2015-2016 was transferred to the Investor Education and Protection Fund.

The Company has transmitted 7000 Equity shares (on account of Unclaimed Dividend for FY 2015-16) into the Demat Account of the IEPF Authority held with NSDL (DPID/ClientIDIN30078/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such Shareholders whose unclaimed/ unpaid dividend pertaining to financial years 2015-16 (Interim) had been transferred into IEPF and who have not encashed their dividends for 7 (Seven) years.

Concern shareholders may still claim the shares or apply for refund of dividend to the IEPF Authority by making an application in the prescribed form. Further, all the shareholders who have not claimed/ encashed their dividends in the last seven consecutive years from 2017 are requested to claim the same immediately. In case valid claim is not received on time. The Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules. In this regard, the Company shall individually inform the shareholders concerned and also publish notice in the newspapers as per the IEPF Rules. The details of such shareholders and shares due or transfer shall be uploaded at the on the website of the Company viz. www.clsel.in

Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has been appointed as nodal officer of Company and an investor can contact at clsetia@rediffmail.com.

Details of unclaimed dividend and year of transfer: -

# No dividend was declared during the year 2022.

Note: Some of the year end balances of unclaimed dividend as above has increased due to cancellation of drafts by bank being returned unpaid.

9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT: -

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sankesh Setia (DIN: - 06620109) and Mrs. Shweta Setia (DIN: - 09640081) whole time Directors of Company liable to retire by rotation at ensuing Annual General Meeting, and being eligible, for re-appointment in accordance with provisions of the Companies Act,2013

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the 30th Annual General Meeting.

Further first term of Mr. Arun Kumar Verma an independent Director of Company was getting expired on

29.05.2023, therefore the Board upon recommendation of Nomination and Remuneration Committee, in its meeting held on 29.03.2023 reappointed Mr. Arun Kumar Verma for further period of 5 years as second term and same has also been approved by shareholders via postal ballot dated 09.05.2023.

Further Second term of Mr. Raghav Peshawaria (DIN: -01386434) an Independent Director of Company had expired on 31.03.2024 and accordingly he ceased from the position of Directorship due to completion of his tenure.

Further Board upon recommendation of Nomination and Remuneration Committee, in its meeting held on

05.03.2024 had appointed Mr. Avaljot Singh (DIN:10514394) as an additional Director under the category of Independent Director of Company and further approved his appointment as an independent director via postal ballot dated 17.04.2024.

Further Board upon recommendation of Nomination and Remuneration Committee, in its meeting held on

31.08.2024 approved appointment of Mrs. Ridhima Bahl (DIN: 10749542) as an additional Director under the category of Independent Director subject to approval of shareholders in ensuing Annual General Meeting of Company.

Further Board upon recommendation of Nomination and Remuneration Committee, in its meeting held on

31.08.2024 approved appointment of Mrs. Sakshi Sodhi (DIN:- 07194985) ) as an additional Director under the category of Independent Women Director subject to approval of shareholders in ensuing Annual General meeting of Company.

Further Board approved the Re-appointment of Mr. Sankesh Setia (DIN:- 06620109) , as an Executive Director of the Company for a further period of five years w.e.f 29.09.2024 upto 28.09.2029 , subject to approval of shareholders at ensuing Annual General Meeting.

10. DECLARATION BY INDEPENDENT DIRECTORS

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors on the Board have furnished the declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

11. KEY MANAGERIAL PERSONNEL

As required under section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 (including any statutory modification (s) or re-enactment(s) for the time being in force), the Company has noted that Mr. Vijay Kumar Setia, Chairman & Managing Director of Company and Mr. Rajeev Setia, Joint Managing Director & CFO of Company and Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel of the Company.

12. AUDIT COMMITTEE

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, information about composition of Audit Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. During the year, the Board accepted the recommendations of Audit Committee whenever made by the Committee during the year. Mr. Raghav Peshawaria earlier member of Audit Committee ceased from directorship and further from membership of Audit Committee w.e.f 31.03.2024 due to completion of his second tenure as an Independent Director.

Therefore Board has re-constituted their Committee in Board Meeting held on 28.05.2024 and composition of present Audit Committee is Mrs. Pooja Kukar (DIN:- 08846984) as Chairman, Mr. Avaljot Singh (DIN :-10514394 ) and Mr. Vijay Kumar Jhamb (Din:- 07021080) as members of committee

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2023-2024, the Board of Directors duly met 7 times on 26.05.2023,09.08.2023, 30.08.2023, 02.11.2023, 23.12.2023, 08.02.2024 and 05.03.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, a separate Meeting of the Independent Directors of the Company was also held on without the presence of Non-Independent Directors and Members of the management and full details of such meeting is given in Corporate Governance Report forming part of this report.

For details thereof kindly refer to the section ‘Board Meeting and Procedures - Details of Board Meetings held and attended by the Directors during the financial year 2023-2024' in the Report on Corporate Governance forming part of this Annual Report.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time) the Board, on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2023-2024 in accordance with the framework and details for the same has been provided in the Corporate Governance Report, which is a part of this Annual Report. The Directors were satisfied by the constructive feedback obtained from the Board Colleagues.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time), a structured questionnaire was prepared after taking in to consideration the various aspects of the Board's functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was completed during the year under review. The performance evaluation of the Chairman and Executive Directors were carried out by Non-Executive Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. DIRECTOR'S RESPONSIBILITY

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation being provided relating to material departure, if any;

(b) the Directors have selected appropriated accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31st, 2024 and of the profit of the company for the financial year ended March, 31st ,2024;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year ended March 31st, 2024 on a going concern basis;

(e) the Directors have laid down internal financial controls in the company that are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

The Management Discussion and Analysis Report, for the year under review,giving detailed analysis of Company's operations, as stipulated under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, is presented in a separate section, which forms a part of this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING: -

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and out go, as required under Section 134(3)(m) of Companies Act, 2013 read with Rules framed thereunder is given in the Annexure -A which forms part of this report.

18. GENERAL SHAREHOLDER INFORMATION

General Shareholder information is given in item no.11 of the Report on Corporate Governance forming part of the Annual Report.

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment for time being in force) . The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at weblink www.clsel.in.

The statement containing the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ‘Annexure- B' which forms part of this Report.

20. ANNUAL RETURN: -

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 31st March, 2024 is uploaded on the website of the Company and can be accessed at www.clsel.in.

21. STATUTORY AUDITOR AND THEIR REPORT: -

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment of M/s. Rajesh Kapoor & Co., Chartered Accountants [Firm registration number: 013527N] as statutory auditors of the Company at the 28th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till the conclusion of 33rd AGM of the Company. The Statutory Auditor has confirmed that he satisfies the independence criteria as required under the Act. The Report given by Rajesh Kapoor & Co., Chartered Accountants, on the financial statements of the Company for the year 2024 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) of the Companies Act, 2013.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Sunil Dhawan & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2023-2024 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The report of the Secretarial Auditor for the financial year 2023-2024 is enclosed as Annexure-C to this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Sunil Dhawan & Associates, Secretarial Auditors, and submitted to the stock exchange as well.

23. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act,2013 and as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. A separate statement on detailed report on Corporate Governance along with a certificate from a Practicing Chartered Accountant, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. Mr. Arun Kumar Verma is an independent Director and Chairman of CSR Committee and Mr. Rajeev Setia and Mr. Vijay Kumar Setia are the other members of CSR Committee.

The Board has also approved a CSR policy, on the recommendations of the CSR Committee which is available on the website of the Company at www.clsel.in. The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount,is set out at Annexure-D forming part of this Report.

25. RISK MANAGEMENT

As per the provisions of the Companies Act, 2013 read with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has framed Risk Management Committee as on

26.05.2023. Further information about composition of Risk Management Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. Currently the Risk Management Committee is comprising of Mr. Arun Kumar Verma (DIN: - 08145624) as Chairman, Mrs. Amarjyoti Bagga (DIN:- 06958408) and Mrs. Pooja Kukar(Din:-08846984) as members of committee. A well- defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process has been established by the Company. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. A detailed exercise is being carried out to identify, evaluate, monitor and manage risks. The Committee reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report.

26. CREDIT RATING

Following are the details of Credit Rating: -

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: -

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year the Company has not received any complaints about sexual harassment at the workplace. During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act ,2013

28. DISCLOSURE ON DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the ambit of Section 73 of the Companies Act, 2013 and the rules framed there under.

29. DEMATERIALISATION OF SHARES

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), where by the Shareholders have an option to dematerialize their shares with either of the depositories. In view of the numerous advantages offered by the Depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the Depositories.

As on 31.03.2024, about 99.41% of the Company's Equity Shares has been held in dematerialized form.

The Company has appointed M/s. Beetal Financial & Computer Services Private Limited, Limited, SEBI registered R&T Agent as its Registrar and Share Transfer Agent of the Company

30. SHARE CAPITAL OF THE COMPANY: -

The Paid-up equity share capital of the Company as on March 31st, 2024 was Rs.1034.67 lakhs. There has been no change in the Equity Share Capital of the Company during the year. The Company has no other type of securities except equity shares forming part of paid-up capital.

The Company's shares are listed and actively traded on the below mentioned Stock Exchanges: -

Bombay Stock Exchange (BSE) Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai -400001 and National Stock Exchange of India Limited (NSE) "Exchange Plaza", Plot No. C/1, G Block , Mumbai-400051.

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

During the financial year ended March31st, 2024, the Company has neither made any investment(s) nor given any loan or guarantee(s) or provided any security within the meaning of the provisions of section 186 of the Companies Act,2013.

32. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188(1) OF COMPANIES ACT,2013

All Contracts/arrangements/transactions entered by the Company during the financial year 2023-2024 with related parties were on an arm's length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act,2013, read with Rules issued there under and the SEBI Listing Regulations. During the year the Company had not entered into any contracts/ arrangements / transactions with related parties which could be considered as material under the Companies Act, 2013 and rules made there under and under SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee has been obtained on for transactions with related parties which are of aforeseable and repetitive nature. Further the Audit Committee of Company has considered, approved and recommended to Board for Omnibus approval and criteria for Omnibus Approval for entering into transactions with Related Parties for the financial year 2023-2024, which was further approved by the Board.

The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note13(ii)

(a) of the significant accounting policies and notes to Financial Statements forming part of this Annual Report. Further Form No. AOC-2 is attached as ‘Annexure-E' which forms part of this report.

The Company has also adopted a Related Party Transactions Policy and the same is also available on the Company's website at the weblink:www.clsel.in.

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct and mismanagement, if any. The implementation and details of the Whistle

Blower Policy has been mentioned in the Report of Corporate Governance and also uploaded on Company' s website i.e. www.clsel.in.

34. INDUSTRIAL RELATIONS

The Industrial relations in all the units and branches of your Company remained cordial throughout the year and have resulted in sustained growth of the company.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT: -

There has been no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and till the date of this report.

36. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Your Company has adopted requisite procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Internal Auditor of the Company checks and verifies the internal control and monitor them from time to time as and when required. The Company continues to ensure proper and adequate systems and procedures commensurate with the size, scale and nature of its business.

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors in their Board Meeting held on 29.05.2015 approved Chaman Lal Setia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures & Practices and Conduct For Regulating, Monitoring and Reporting of Trading by Insiders of Chaman Lal Setia Exports Limited in accordance with the requirements of SEBI (Prohibition of insider trading) Regulation, 2015 and further Board of Directors in their Board Meeting dated 13.02.2017 amended aforesaid Code of Conduct in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and same was intimated to BSE also and full copy of amended code of conduct has been uploaded at the website of the Company i.e. www.clsel.in. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Promoters and designated employees of the Company.

Further in Compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, Board of Directors in their Board Meeting held on 30.03.2019 have approved the revised "Code of Conduct i.e. Code of Internal Procedures & Practices for fair disclosure of Unpublished Price Sensitive Information and Conduct for Regulating, Monitoring and Reporting of trading by insiders and said revised code which became effective from 01.04.2019 and the said code is available on website of Company i.e.www.clsel.in

38. FUTURE EXPANSION

The Future expansion endeavor of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever-changing circumstances and evolvements globally.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE:-

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

40. REPORTING OF FRAUDS

There have been no material instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

41. CHANGE IN NATURE OF BUSINESS, IF ANY; -

There is no change in the nature of Business of Company during the financial year 2023-2024.

42. DIVERSITY OF THE BOARD: -

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balances development.

43. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

44. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st March, 2024 prepared in accordance with Ind AS 7 ‘Statement of Cash Flows' is attached and forming part of the financial statements of the Company.

45. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. All efforts are made to keep Independent Directors aware. The familiarization of Independent Directors may be accessed on the Company website at the link http://www.clsel.in

46. ENVIRONMENT, HEALTH AND SAFETY: -

The Company continues to focus on Employee well-being, developing safe and efficient products, and minimizing the environmental impact of our operations on society. Company is conducting its operations in such a manners as to ensure safety of all concerned compliances of environmental regulations and preservation of natural resources.

For safety and protection of Employees, the Company has formulated and implemented a policy on preservation of Sexual Harassment at the Workplace with a mechanism of lodging complaints.

47. SEGMENT REPORTING

The Company at present is engaged in the business of a single primary reportable business segment i.e., business of manufacturing, trading and marketing of the rice only.

48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

49. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/ re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors Rules, 2014.

50. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company has framed Business Responsibility and Sustainability Reporting' ("BRSR") introduced by the Securities and Exchange Board of India ("SEBI") containing detailed Environmental, Social and Governance ("ESG") disclosures. Business Responsibility and Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

51. DIVIDEND

The Board is pleased to recommend dividend of 112.50% subject to approval of shareholders in ensuing Annual General Meeting of Company for the financial year 2023-2024. This translates to a per-share payout of Rs. 2.25 representing a significant return on the face value of Rs. 2/- each. This decision reflects the Board of Directors commitment to rewarding shareholder's loyalty and confidence. The significant dividend distribution demonstrates the company's robust financial position and its commitment to sharing its prosperity with its investors. The Company's Dividend Distribution Policy is available at www.clsel.in

52. BUYBACK OF SHARES

The Board of Directors in their meeting held on 06.08.2024 approved a proposal to buyback upto 20,07,930 fully paid-up equity shares of the Company having a face value of Rs. 2 each at a price of Rs. 300 per equity share, on proportionate basis, for an aggregate amount not exceeding Rs. 6023.79 lakhs through tender offer in accordance with the Companies Act, 2013 and rules made thereunder, and the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 as amended.

53. ACKNOWLEDGEMENT:

Your directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company, vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, Stock Exchanges, depositories, auditors, consultants, business associates and other stakeholders.