Binani Cement Limitedbinaniindustries.com/wp-content/uploads/BCL_Annual-Report-2014-15.pdfBinani Cement Limited BOARD OF DIRECTORS Mr. Braj Binani Chairman ... SIDBI State Bank of

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Binani Cement Limited

BOARD OF DIRECTORSMr. Braj Binani Chairman

Mr. Jotirmoy Ghose Managing Director

Mr. V. Subramanian Director

Mr. S. Sridhar Director

Mrs. Jayantika Dave Additional Director(w.e.f. 27.07.2015)

COMPANY SECRETARYMr. Amit Kumar Gupta

AUDITORSM/s. Kanu Doshi Associates, Chartered Accountants, Mumbai

FINANCIAL INSTITUTIONS & BANKERSBank of Baroda Bank of India Canara Bank Central Bank of India Dena Bank IDBI Bank Limited IFCI Limited Indian Overseas Bank Jammu & Kashmir Bank Limited Oriental Bank of Commerce Punjab National Bank SIDBI State Bank of Bikaner & Jaipur State Bank of India State Bank of Patiala Syndicate Bank Union Bank of India United Bank of India Yes Bank Limited

REGISTRAR & SHARE TRANSFER AGENTSM/s. Link Intime India Private LimitedC-13, Pannalal Silk Mills CompoundL. B. S. Marg, Bhandup (W)Mumbai – 400 078Tel: 022-25944970Fax: 022-25946969Email: [email protected]

REGISTERED OFFICE37/2, Chinar Park, New Town Rajarhat Main RoadP.O. Hatiara Kolkata- 700157Tel: 033-32626795/96Fax: 033-40088802Email: [email protected]

Website: www.binanicement.inCIN: U26941WB1996PLC076612

CORPORATE OFFICEMercantile Chambers, 12, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001.Tel.: 022-3026 3000/01/02Fax: 022-22634960Email: [email protected]

PLANT LOCATIONS1. Binani Cement Limited Village-Binanigram - 307031, Taluka-Pindwara, District-Sirohi, Rajasthan

2. Binani Cement Limited Village-Sirohi - 332714, Taluka-Neem Ka Thana, District-Sikar, Rajasthan

3. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality, Shandong Province, Peoples Republic of China

4. Binani Cement Factory LLC Jebel Ali, Dubai, UAE

CONTENTS Page

Notice for the Nineteenth Annual General Meeting 2-8

Directors’ Report 9-34

Standalone Financial Statements 35-73

Consolidated Financial Statements 74-115

Summary of Financial Statement of Subsidiary Companies 116-117

Route Map, Attendance Slip and Proxy Form

(A subsidiary of Binani Industries Limited)

annual report 2014-15Binani Cement Limited

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NOTICE is hereby given that the Nineteenth Annual General Meeting of the Members of BINANI CEMENT LIMITED will be held on Friday, 25th September 2015 at 2.45 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31st March 2015, including the Audited Balance Sheet as at 31st March 2015, the Statement of

Reports of the Directors’ and the Auditors’ thereon.

2. To appoint a Director in place of Mr. V. Subramanian (DIN 00010994), who retires by rotation and being eligible, offers himself for re-appointment.

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, M/s. MZSK & Associates, Chartered Accountants (Firm Registration Number 105047W), be and are hereby appointed as Statutory

of this 19th Annual General Meeting up to a maximum period until the conclusion of 24th Annual General Meeting,

at such remuneration, as may be determined by the Board of Directors/Audit Committee of the Company.”

Note: The retiring Auditors, M/s. Kanu Doshi Associates, have expressed their unwillingness to be re-appointed. Therefore, Members are requested to appoint M/s. MZSK & Associates, Chartered Accountants, Mumbai in place of the retiring Auditors.

SPECIAL BUSINESS:

Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder, read with Schedule IV, (including any statutory

in force), Mrs. Jayantika Dave (DIN 01585850), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 27th July 2015, and who holds

terms of Section 161(1) of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature

Independent Director of the Company w.e.f 27th July 2015,

General Meeting of the Company and that she shall not be liable to retire by rotation.”

Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 197 and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made

enactment thereof for the time being in force) read with Schedule V of the Act, and subject to such approvals, consents, permissions and sanctions of Appropriate and/or concerned Authorities, and subject to such other conditions

suggested by any of Appropriate Authorities while granting such approvals, consents, permissions and sanctions and as are agreed to by the Board of Directors (hereinafter referred to as the “Board” and shall include duly constituted Committee(s) thereof), the consent of the Company be and is hereby accorded to the Board, to revise, effective 1st August 2015, the terms of appointment of Mr. Jotirmoy Ghose, to the effect that Mr. Ghose shall not be paid any remuneration during the remainder period of his tenure as the Managing Director of the Company.

RESOLVED FURTHER THAT all other terms and conditions of appointment of Mr. Jotirmoy Ghose, as approved by the Company at the Extra Ordinary General Meeting held on 10th December 2013, shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.”

Ordinary Resolution:

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory

`1.00 Lakh plus service tax and out of pocket expenses payable to M/s. K. G. Goyal & Co, Cost Accountants, for carrying out Audit of the Cost records of the Company for the Financial Year ending on 31st March, 2016.”

By Order of the Board

Amit Kumar Gupta Company SecretaryPlace : MumbaiDate : 27th July, 2015

NOTICE OF ANNUAL GENERAL MEETING

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NOTES:

1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting, is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING ON HIS /HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3. Pursuant to Section 105 of the Companies Act, 2013 (“the Act”), a person can act as a Proxy on behalf of not more

more than 10% of the total share capital of the Company. A Member holding more than 10% of the total share capital of the Company may appoint a single person as a Proxy and such person shall not act as a Proxy for any other Member.

4. The instrument of Proxy in order to be effective, should

duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of the Companies / Bodies Corporate etc. must be supported by an appropriate Resolution / Authority, as applicable. A Proxy Form is appended with this Notice.

for the commencement of the meeting and ending with the conclusion of the meeting, a Member would be entitled to inspect the proxies lodged at any time during the business

not less than three days of notice in writing is given to the Company.

6. Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send

authorising their representative to attend and vote on their behalf at the Meeting.

Slip enclosed herewith to attend the meeting.

8. The Register of Directors and Key Management Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts and Arrangement in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013, shall be available for inspection by the Members at the Annual General Meeting.

9. Members are requested to:

a. bring their copy of the Annual Report for the meeting.

b. address their queries relating to Accounts of the Company, if any, to the Company Secretary of the Company at least ten working days in advance of the Annual General Meeting, to enable the Company to keep the information ready.

c. note that in respect of the shares held in physical form, all correspondence relating to share transfers, transmissions, sub-division, consolidation of shares or any other related matters and/or change in address or updation thereof, should be addressed to Registrar and Share Transfer Agents of the Company, viz. Link Intime India Private Limited, at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078. Members, whose shareholding is in electronic form, are requested to direct change of

and updation of bank account details to their respective Depository Participant.

d. quote their DP ID No. /Client ID No. or folio number in all their correspondence.

10. The Annual Report for 2014-15 along with the Notice of the Annual General Meeting, Attendance Slip and Proxy Form is being sent by electronic mode to all the Members who have registered their email IDs with the Depository Participants, Registrar and Share Transfer Agents and the Company, unless where any Member has requested for the physical copy. The physical copies of the aforesaid documents

the Company during business hours on working days. Members, who require physical copies of Annual Report may write to the Company Secretary or Registrar and Share Transfer Agents. Members may further note that the said documents will also be available on the Company’s website www.binanicement.in under Investors’ section for download.

11. The Ministry of Corporate Affairs (MCA) on 10 May, 2012

and unclaimed amounts lying with Companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the unclaimed dividend on the website of the IEPF viz. www.iepf.gov.in and under “Investors” section on the website of the Company viz. www.binanicement.in. The Members are requested to verify the details of their unclaimed amounts, if any, from the said websites and write to the Company’s Registrar and Share Transfer Agents or the Company Secretary before the same is due for transfer to the Investor Education and Protection Fund. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred

2006-07, from time to time on due dates, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Due dates for transfer of unclaimed dividend to the IEPF are given hereinafter:


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Sr. No.

Dividend for the Year ended

Due date for Transfer of unclaimed dividends to IEPF

1 31.03.2008 04.08.2015

2 31.03.2009 07.08.2016

3 31.03.2010 06.08.2017

4 31.03.2011 08.08.2018

12. Pursuant to Section 101 of the Companies Act, 2013 and Rules made thereunder, the Companies are allowed to send communication to Members electronically. Members are therefore, requested to kindly register/update their email IDs with their respective Depository Participants and in the case of physical shares with the Company’s Registrar and Share Transfer Agents or the Company and make this Green Initiative a success.

re-appointed, is annexed hereto and forming part of this Notice.

14. A Route Map for easy locating the venue of AGM, is annexed to this Notice.

Voting

A. Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide its Members the facility of ‘remote e-voting’ (e-voting from a place other than venue of the Annual General Meeting) to exercise their right to vote at the 19th Annual General Meeting (AGM) by electronic means. The Company has approached CDSL for providing E-voting services through its e-voting platform. The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL).

B. The voting right of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, 18th September, 2015 (“Cut-off date”).

C. Any person, who acquires the share of the Company and becomes a Member of the Company after the dispatch of this Notice of AGM and holds the shares as of the Cut-off date, can also cast their vote through remote e-voting by following the instructions given in this notice.

D. The Company has appointed Mr. Manoj Kumar Banthia (Membership No. 11470) of M/s. MKB & Associates, Practicing Company Secretary, as the Scrutinizer for

conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner.

E. At the AGM, at the end of the discussion on the resolutions on which voting is to be held, the Chairman shall, with the assistance of Scrutinizer, order voting through ballot paper/electronically at the venue of the AGM. Only those Members attending the meeting, who have not already cast their vote through remote e-voting shall be entitled to exercise their voting rights at the meeting. The Members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

F. The Scrutinizer shall immediately after the conclusion of the voting at AGM, count the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer Report on the total votes cast in favour or against, if any, not later than three (3) days after the conclusion of the AGM to the Chairman of the Company. The Chairman or any other person authorised by the Chairman, shall declare the result of the voting forthwith.

G. The result along with the Scrutinizer Report shall be placed on the Company’s website www.binanicement.in and on the website of CDSL www.evotingindia.com

The instructions for shareholders voting electronically are as under:

i. The remote e-voting period begins on Tuesday, 22nd September, 2015 at 9.00 AM and ends on Thursday, 24th September, 2015 at 5.00 PM. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 18th September 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after 5.00 P.M. on 24th September, 2015.

ii Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii. The shareholders should log on to the e-voting website www.evotingindia.com.

iv. Click on “Shareholders” tab.

v. Now Enter your User ID

b. For NSDL: 8 Character DP ID followed by 8 Digits Client

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

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Login.

vii. If the Members are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

For Members holding shares in Demat Form and Physical FormPAN: Enter your 10 digit alpha-numeric *PAN

issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).

*Members who have not updated their PAN with the Company/Depository Participant are requested to use the Sequence Number which is printed on the address slip/provided in the email sent to you.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number

mentioned in instruction (v).

ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily

note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password

xi. For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

xii. Click on the EVSN for Binani Cement Limited on which you choose to vote.

xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xv. After selecting the resolution you have decided to vote on,

vote, click “CANCEL” and accordingly modify your vote.

xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii. You can also take out print of the voting done by you by clicking “Click here to print” option on the voting page.

xviii. If Demat account holder has forgotten the same password

click Forgot Password & enter the details as prompted by the system.

xix. Note for Non – Individual Shareholders and Custodians.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xx. In case anyone has any queries or issues regarding e-voting, he/she may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].




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Particulars of Directors seeking appointment / re-appointment at the 19th Annual General Meeting

Name of Director Mr. V. Subramanian Mrs. Jayantika Dave

Date of Birth 25.11.1930 24.01.1955

Date of initial Appointment 27.02.2006 27.07. 2015

Finance & Accounts Human Resources

B.Com, ICWA Graduate in Economics & MBA

Number of Equity shares held in the Company

Nil Nil

Relationship with other Directors, Key Managerial Personnel

None None

Number of Board Meetings attended during the FY 2014-15

6 Not applicable

Directorships held in otherPublic Companies (excludingForeign Companies)

Binani Zinc LimitedGoa Glass Fibre LimitedMerit Plaza LimitedSwiss Merchandise Infrastructure LimitedBinani Energy Private LimitedB T Composites Limited

Ingersoll Rand (India) LimitedBinani Industries Limited

Chairman / Member of Committees of other Companies (includes only Audit Committee and Stakeholders‘ Relationship Committee).

Audit CommitteeMember - Binani Zinc Limited - Goa Glass Fibre Limited

Nil

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ANNEXURE TO NOTICE

Statement pursuant to Section 102 (1) of the Companies Act, 2013.

Item no. 4

The Board of Directors of the Company has appointed Mrs. Jayantika Dave (DIN 01585850) as an Additional Director of the Company with effect from 27th July, 2015. In accordance with the provisions of Section 161 of the Companies Act, 2013 (“the

Annual General Meeting. In terms of the provisions of Section 149 of the Act and the Rules made thereunder, Mrs Jayantika Dave is eligible to be appointed as an Independent Director.

Mrs. Dave, aged about 60 years, is a Graduate in Economics and MBA. She has held leadership position in Hewlett Packard and Agilent Technologies before occupying the position of Vice President (Human Resources) in Ingersoll Rand (India) Limited. She has multi-faceted career and diverse experience having worked as Consultant in different areas of business. Mrs. Dave is currently a Non Executive Non-Independent Director of Ingersoll Rand (India) Limited.

The Company has received a declaration of Independence from Mrs. Jayantika Dave that she meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act.

Director.

The Company has received a notice in writing under provisions of Section 160 of the Act from a Member of the Company along with requisite deposit proposing the candidature of Mrs. Jayantika Dave as an Independent Director of the Company.

A copy of the draft letter of appointment of Mrs. Jayantika Dave, setting out the terms and conditions, is available for inspection

11 a.m. to 1 p.m. on any working day up to the date of this Annual General Meeting.

The Board considers that with her rich experience, association

recommends the appointment of Mrs. Jayantika Dave as an Independent Director with effect from 27th July, 2015 for a term upto the conclusion of the 21st Annual General Meeting and she shall not be liable to retire by rotation.

Except Mrs. Jayantika Dave, none of the Directors and Key Managerial Personnel or their relatives are concerned or

The Board recommends the Resolution set out in item no. 4 for the approval of the Members.

Item no. 5

The Members of the Company in the Extra-ordinary General Meeting (EGM) held on 10th December 2013 had approved the appointment and remuneration of Mr. Jotirmoy Ghose as

effective 30th October, 2013 on such terms and remuneration as were mentioned in the notice convening such EGM. The said appointment was made in terms of the provisions of Section 269 read with Schedule XIII of the Companies Act, 1956.

The aforesaid appointment of Mr. Ghose was subject to the approval of Central Government, as required under the provisions of Schedule XIII of the Companies Act, 1956 since he was not a resident in India and was a Person of Indian Origin. The Central Government, later on, approved the appointment of Mr. Ghose, as Managing Director of the Company.

The Members may note that the Company has a strategy for its expansion globally and to establish new projects in Tanzania, Indonesia and Fujairah etc. in the coming years through its Subsidiary namely Binani Cement Factory LLC, Dubai (BCFLLC), apart from expansion of the existing facilities in Dubai and China.

The Board therefore, considered it in the best interest of the Company, to entrust Mr. Ghose with responsibilities, apart from being the Managing Director of Binani Cement Limited, to oversee timely implementation of upcoming projects and develop the markets for Company’s products in untapped regions. Mr. Ghose shall continue to discharge the responsibilities as the Managing Director of the Company. He shall operate out of India and Dubai, as may be considered necessary by him. Mr. Ghose, while occupying the position of Managing Director of the Company, shall not be paid any remuneration by the Company effective 1st August, 2015. However, he shall be engaged by BCFLLC on such terms and conditions and on such remuneration, as may be mutually decided between BCFLLC and Mr. Ghose, in consideration of the services to be rendered by Mr. Ghose to BCFLLC.

The Resolution at item No. 5 is to seek the approval of the Members to the variation in the terms of appointment of Mr. Jotirmoy Ghose and the Company to the effect that Mr. Ghose shall not be paid any remuneration during the remainder period of his tenure as the Managing Director of the Company.

Except Mr. Jotirmoy Ghose, none of the Directors and Key Managerial Personnel or their relatives is concerned or

The Board recommends the Resolution set out in item no. 5 for the approval of the Members.

A Supplementary Agreement executed between Mr. Jotirmoy


8

Ghose and the Company to give effect to the above, shall be available for inspection by any Member during 11.00 a.m to 1.00 p.m. on any working day up to the date of this Annual General Meeting.

Item no. 6

The Company is obliged, under Section 148 of the Companies Act, 2013 to have an audit of its cost records, conducted by a Cost Accountant in practice. The Board therefore, on the recommendation of the Audit Committee, approved the appointment of M/s. K. G. Goyal & Co., Cost Accountants, as the Cost Auditors of the Company for carrying out Audit of Cost

March, 2016, at a remuneration of ` 1.00 Lakh plus service tax and reimbursement of out of pocket expenses.

In terms of the provision of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors)

Rules, 2014, the remuneration payable to the Cost Auditors is to

The Board recommends the proposed remuneration to M/s. K. G. Goyal & Co. the same being reasonable considering their stature and also commensurate to the volume of work involved.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the Resolution.

The Board recommends the Resolution set forth in item no. 6 for the approval of the Members.



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Dear Members,

Your Directors present Nineteenth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

are summarized below:

(` in Lakhs)

Particulars 31st March,

2015

31st March,

2014Total Revenue (Including other income)

183,998 196,224

Taxation and Exceptional Items29,347 24,452

Provision for Depreciation 7,471 10,533Finance Cost 35,325 27,325

Exceptional items(13,449) (13,407)

Exceptional items 1,283 15,928

(14,732) (29,335)Less: Tax Expenses 4,244 9,623

(10,488) (19,712)

from previous year27,020 46,733

Balance carried forward to Balance Sheet

16,532 27,020

2. REVIEW OF OPERATIONS

During the Financial Year under review, your Company’s Cement Production and sales stood at 4.50 million MT and 4.47 million MT respectively as compared to 4.99 million MT and 5.14 million MT respectively in the previous year. The Company’s total Income was lower at ` 183,998 Lakhs as against ` 196,224 Lakhs last year. The Company

different functional areas which despite lower sales volume,

before Depreciation, Interest, Taxation and Exceptional Items at ` 29,347 Lakhs, higher by about 20%, as compared to `

` 1,283 Lakhs in terms of section 234C of the Income Tax Act, 1961 relating to prior years (shown under Exceptional Item), resulted in the Company reporting a net loss of ` 10,488 Lakhs for the year under review as against the net loss of ` 19,712 Lakhs in the previous year.

DIRECTORS’ REPORT

The business of the Company was severely affected because of the poor demand situation due to lower activities in infrastructure and real estate segments. The situation aggravated due to coercive actions taken by the Rajasthan VAT Authorities in connection with recovery of past dues, which were earlier in disputes, which led to disruption in production and dispatches for some time during the year under review. During the Financial Year 2014-15, the Company generated 2,400.18 Lakhs Kwh of power against 3,083.95 Lakhs Kwh last year.

3. DIVIDEND

In view of loss, the Directors did not recommend any dividend on Preference and Equity Shares of the Company for the Financial Year ended 31st March, 2015.

4. SHARE CAPITAL

During the year under review, the Company issued and allotted 6,002,000, 0.01% Non-Cumulative Redeemable Preference Shares of ` 100/-each, aggregating to ` 6,002.00 Lakhs to Binani Industries Limited, Promoter of the Company. The proceeds from issue of Preference Shares were utilized for the purpose of meeting critical working capital requirement of the Company. Consequently, the total paid-up share capital of the Company stood at ` 24,862.38 Lakhs (previous year ` 18,860.38 Lakhs) as on 31st March, 2015.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in compliance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 (“the Act”), your Directors state that:

for the year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and

b. they have 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 at the end of the Financial Year as at 31st March 2015 and

the maintenance of adequate accounting records


10

33.5

33.3

6

28.4

2

21.1

2 25.8

7

21.0

8

22.4

8

28.1

4

28.8

2 19.1

5

54.38 56.12 56.81

51.3744.73

0

10

20

30

40

50

60

10-11 11-12 12-13 13-14 14-15

Year

Qty

. in

lakh

MT

Cement Production and Sales

PPC - Portland Pozzolana Cement OPC - Ordinary Portland Cement

PPC

OPC

Sales

in accordance with the provisions of this Act for safeguarding the assets of the Company and for

d. they have prepared the annual accounts on a going

be followed by the Company and that such internal

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments

the end of Financial Year under review and the date of this Report.

8. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, the Company had not given any loan and guarantee, made any investment or provided any security under section 186 of the Companies Act, 2013.

9. DEPOSIT

The Company has not accepted any deposit from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder.

10. BUSINESS PERFORMANCE AND OUTLOOK

10.1 Economic Review and Outlook

The Indian economy grew by about 7.4% in FY 2014-15 as compared to 6.9% previous year, mostly driven by improved economic fundamentals and revision in GDP methodology calculation. Declining commodity prices, especially decline in oil prices by about 40%, have contributed positively and

slowdown is behind us and economy is heading towards strong recovery going forward.

With the strengthening of macro-economic prospects, Indian economy is best positioned among emerging economies, gaining global Investors attention. The Government also envisages GDP growth to accelerate to 8% in FY 2015-16. The reforms proposed by the Government, coupled with easing monetary position, facilitated by ongoing moderation

10.2 Indian Cement Industry

India is the second largest cement producer in the world with nearly 366 million MT of cement production capacity, which

is expected to increase further to 421 million MT by the end of 2017. The production for FY 2014-15 stood at about 270 million MT and per capita consumption at around 190 kgs. The housing sector is the biggest demand driver of cement, accounting for about 67% of the total consumption. The other major consumers of cement include infrastructure at 13%, commercial and industrial construction at 11% and 9% respectively.

The Government thrust on the development of National Highways, Rural and Urban Roads, Affordable Housing, Port Connectivity, Development of 100 Smart Cities, etc. should help in boosting the muted growth of the Cement Industry.

The cement market in India is expected to grow at a compounded annual growth rate (CAGR) of 8.96 percent during the period 2014-2019.

10.3 Company Performance and Outlook

10.3.1 Company Performance

Demand for cement is highly correlated with cyclical activities like construction and infrastructure development. The sluggish demand of cement continued in 2014-15 and due to the unavoidable production shutdown in early part of the year owing to coercive measures initiated by the Rajasthan VAT Authorities, the Company could achieve production of 4.501 million MT as compared to 4.994 million MT in

Consequently, cement sales were also lower by 13% at 4.473 million MT as against 5.137 million MT in the previous year. Share of Portland Pozzolana Cement (PPC) as a percentage to total sales, reduced from 56%

10.3.2 Outlook

10.3.2.1 Opportunities

With the positive sentiments prevailing, consequent upon a stable Government at the Centre, coupled with large planned investments in infrastructure and housing /real estate sectors, the demand for cement

11


is likely to get a boost in the coming years. Decreasing

the way for controlling costs of manufacturing. Opportunities also exist in terms of technology

Waste Heat Recovery System.

The Company has strategized to focus on the markets within a radius of 400 kms to optimize its logistic costs and streamline and strengthen its distribution network. In addition, the Company continues to streamline the

which will facilitate yielding better margin.

10.3.2.2 Threats, Risks and Concerns

With Indian Economy progressing towards the growth trajectory, still economy might take another year to stabilize completely. Intense competition, over capacity situation in the regions where the Company operates coupled with expansion plans of global giants and increasing small players, will pose challenge and put pressure on the price realization.

The matter with the Rajasthan VAT Authorities in respect of past tax dues (which were under dispute) may still have material impact on performance.

Overall, the Company is hopeful of reporting much better performance in the years ahead, barring unforeseen circumstances.

11. SUBSIDIARY COMPANIES

11.1 Report on Subsidiary Companies

In terms of the proviso to sub section (3) of section 129 of the Companies Act, 2013(the “Act”), the salient features

in the prescribed form AOC-1, which is Annexed to the

The Company does not have any Associate Company within the meaning of Section 2(6) of the Act. Further, there were no material changes in the nature of business of the subsidiaries.

will be kept open for inspection by the Members at the

General Meeting. Members, interested in obtaining a copy

companies may write to the Company Secretary, who shall provide a copy of the same upon receipt of such request.

11.2 Performance of Subsidiaries

Overseas Operating Subsidiaries: Shandong Binani Rong’An Cement Company Limited (SBRCC), a cement manufacturing Company in China achieved a turnover of

RMB 368.59 Million (equivalent to ̀ 36,613.33 Lakhs). SBRCC however, incurred loss of RMB 42.96 Million (equivalent to ` 4,266.92 Lakhs) due to lower volume, higher cost and low price realizations. Further, Binani Cement Factory LLC, UAE ( BCFLLC) registered a turnover of about AED 133.49 Million (equivalent to ` 22,209.61 Lakhs) and earned a nominal

` 477.19 Lakhs).

Binani Cement Tanzania Limited reported a turnover of TZS 165.30 Million (equivalent to ` 59.18 Lakhs) and incurred loss of TZS 872.23 Million (equivalent to 312.26 Lakhs). Other Subsidiaries viz. PT Anggana Energy Resources, Indonesia and BCL Tradelink Limited, UAE, did not take up any operations and Binani Cement (Uganda) Limited is under liquidation.

Overseas Investment Subsidiaries: Krishna Holdings Pte Limited and Bhumi Resources (Singapore) Pte. Ltd.,

Million (equivalent to ` 221.81 Lakhs) and USD 0.03 Million (equivalent to ` 17.93 Lakhs) respectively for the year under review. Mukundan Holdings Limited and Murari Holdings Limited, Special Purpose Vehicles, incorporated in British Virgin Islands (BVI) incurred loss of USD 1.50 Million (equivalent to ` 917.16 Lakhs) and USD 0.51 Million (equivalent to ̀ 313.28 Lakhs) respectively for the year under review.

Indian Subsidiaries namely Binani Energy Private Limited, Binani Ready Mix Concrete Limited, Swiss Merchandise Infrastructure Limited & Merit Plaza Limited did not take up any business during the year under review. These Subsidiaries reported marginal loss which were mainly on account of routine administrative expenses.

12. SCHEME FOR TRANSFER OF POWER UNDERTAKING

The Company had obtained in June 2014 sanction from the Hon’ble High Court of Calcutta, to the Scheme of Arrangement for hive-off of the Company’s Power Undertaking to wholly owned subsidiary namely Binani Energy Private Limited. However, the Scheme did not become effective pending receipt of NOCs from the secured

Hon’ble High Court of Calcutta sanctioning the said Scheme with the Registrar of Companies, West Bengal.

Your Directors considered that in view the developments/changes which have taken place, it would not be prudent to implement the Scheme at this stage and in its present form. Therefore, the Board has decided to withdraw the Scheme

at Calcutta.


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13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

13.1 Directors

During the year under review, Mrs. Nidhi Binani Singhania, Ms. Shradha Binani, Directors resigned on 14th April, 2014. Mr. Ramkrishna Moogimane, Mr. Jitender Balakrishnan, Mr. M. D. Mallya and Mr. T.R.C Nair, Directors resigned on 30th April, 2014, 19th May, 2014, 26th May, 2014 and 24th July, 2014 respectively.

The Board places on record its appreciation for valuable contribution made by each of the outgoing Directors during their tenure with the Company.

Mr. V. Subramanian, Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors has appointed Mrs. Jayantika Dave as an Additional Director designated as “Independent Director” of the Company with effect from 27th July, 2015, in terms of provision of Section 161 of the Companies Act, 2013 (“the Act”).

Mrs. Dave, aged about 60 years, is a Graduate in Economics and MBA. She has held leadership position in Hewlett Packard and Agilent Technologies before occupying the position of Vice President (Human Resources) in Ingersoll Rand (India) Limited. She has multi - faceted career and diverse experience having worked as Consultant in different areas of business. Mrs. Dave is currently a Non Executive Non-Independent Director on the Board of Ingersoll Rand (India) Limited.

Annual General Meeting. The Company has received a notice along with requisite deposit from a Member signifying its intention to propose the candidature of Mrs. Dave as an Independent Director. Your Directors recommend appointment of Mrs. Jayantika Dave for a term of upto the conclusion of 21st Annual General Meeting.

Mr. S Sridhar and Mrs. Jayantika Dave, Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

The Board recommends the aforesaid appointment / re-

proposed to be appointed / re-appointed is annexed to the Notice convening ensuing Annual General Meeting.

13.2 Key Managerial Personnel

Apart from Mr. Jotirmoy Ghose, Managing Director, the Company has appointed following persons as Key Managerial Personnel pursuant to the provisions of Section 203 of the Act:

Sr. No

Name Designation With effect from

1. Mr. K. K. Jain* Chief Financial 30th May, 2014

2. Mr. Amit Kumar Gupta Company Secretary

5th June, 2014

3. Mr. V. Srikrishnan** Chief Financial 8th June, 2015

* Upto 30th April, 2015, ** Upto 11th July, 2015.

14. BOARD MEETINGS

The Board meets at regular intervals, inter alia to review, discuss and decide on Company’s strategic move, quarterly/

Agenda for the meetings of the Board together with the appropriate supporting documents are circulated well in advance of the meeting to enable the Directors to take an informed decision.

Board meetings were held on 30th May, 2014, 30th June, 2014, 7th August, 2014, 9th September, 2014, 29th September, 2014, 22nd October, 2014, 13th December, 2014 and 30th January, 2015. The interval between any two meetings was well within the maximum prescribed time gap of 120 days. Attendance of the Directors at the meetings was as under:

Directors Number of meetings attendedMr. Braj Binani 6Mr. Jotirmoy Ghose 6Mr. S. Sridhar 8Mr. V. Subramanian 6Mr. T. R. C Nair* 2

* Resigned w.e.f. 24th July, 2014.

15. BOARD COMMITTEES

15.1 Audit Committee

As on 31st March, 2015, the Audit Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar – Chairman b) Mr. V. Subramanian – Member c) Mr. Jotirmoy Ghose – Member

The Board at its meeting held on 27th July, 2015 has inducted Mrs. Jayantika Dave, Additional Director (Independent) as a Member of the Audit Committee in place of Mr. Jotirmoy Ghose.

permanent Invitee at the Audit Committee meetings. The Company Secretary acts as the Secretary to the Committee. The Statutory Auditors and Internal Auditors are also invited

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to attend the meetings. All recommendations of Audit Committee were accepted by the Board.

The Audit Committee acts in accordance with the terms of inter alia include,

matter related to auditor’s appointment, audit process,

approval of related party transaction, scrutiny of inter corporate loans and investments, evaluation of internal control system, risk management systems, overseeing

information etc.

meetings of the Committee were held on 30th May, 2014, 6th August, 2014, 21st October, 2014 and 29th January, 2015 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar 3Mr. V. Subramanian 4Mr. T. R. C Nair* 1Mr. Jotirmoy Ghose 2

* Ceased to be a Member w.e.f. 24th July, 2014.

15.2 Stakeholders Relationship Committee

As on 31st March, 2015, the Stakeholders Relationship Committee comprised of 2 (two) Directors as under:

a) Mr. V Subramanian - Chairman b) Mr. Jotirmoy Ghose - Member

The Board at its meeting held on 27th July, 2015 has inducted Mrs. Jayantika Dave, Additional Independent Director as a Member of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee acts in

Board which inter alia include, matter related to transfer of

investors grievances etc.

31st March, 2015.

15.3 Nomination and Remuneration Committee

As on 31st March, 2015, the Nomination and Remuneration Committee comprised of 2 (two) Directors as under:

a) Mr. S. Sridhar - Chairman b) Mr. V. Subramanian - Member

The Board at its meeting held on 27th July, 2015 has inducted Mrs. Jayantika Dave, Additional Independent Director as the Chairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee acts

the Board which inter alia include, matter related to

appointment of Directors/Key Managerial Personnel/Senior Management Personnel and their remuneration, evaluation of Board etc.

meetings of the Committee were held on 30th May, 2014 and 30th January, 2015 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attended

Mr. S. Sridhar 1

Mr. V. Subramanian 2

Mr. T. R. C Nair* 1

* Ceased to be a Member w.e.f. 24th July, 2014.

15.4 Corporate Social Responsibility Committee

As on 31st March, 2015, the Corporate Social Responsibility Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar - Chairman b) Mr. V. Subramanian - Member c) Mr. Jotirmoy Ghose - Member

The Committee looks after activities relating to Corporate Social Responsibility of the Company.

Committee met on 29th January, 2015, which was attended by Mr. V. Subramanian and Mr. Jotirmoy Ghose.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of Board, its Committees and individual Directors were carried out based on a structured criteria adopted by the Board as per the recommendation of the Nomination and Remuneration Committee. While formulating the criteria various aspects were considered such as manner of conduct of meetings, level of participation by the Directors, disclosures, discharge of duties and obligations by the Directors, openness in deliberation and governance etc.

17. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act, the Board of Directors has adopted a Policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The said policy is annexed to this Report as Annexure-A.

The information about the remuneration paid to the Directors and KMPs are provided in the prescribed form MGT-9 and forms part of this Report.

18. RELATED PARTY TRANSACTIONS

The related party transactions entered into by the Company during the year under review, were on arm’s length basis


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and in the ordinary course of business or pursuant to the arrangements/Contracts entered into by the Company prior to the Act coming into effect i.e. 1st April, 2014.

All related party transactions are placed before the Audit Committee meeting for their review on a quarterly basis. Disclosure of related party transactions referred to in Section 188(1) in the prescribed Form AOC-2 is given as Annexure-B and forming part of this Report.

19. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants (Firm Registration no.104746W), Statutory Auditors of the Company

Company and they are eligible to be re-appointed. However, they have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company for the Financial Year 2015-16.

In view of the above, the Board of Directors have proposed the appointment of M/s. MZSK & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105047W) for a term from the conclusion of the ensuing Annual General Meeting up to a maximum period until the conclusion of 24th Annual General Meeting. M/s. MZSK & Associates,

2015-16, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Your Directors recommend the appointment of M/s. MZSK & Associates as the Statutory Auditors of the Company whose

Annual General Meeting.

20. AUDITORS’ OBSERVATIONS

The Auditors, in their Report, have made observations under the head “Emphasis of Matters” with respect to a) Order of Competition Commission of India (CCI) imposing penalty of ` interest of `Guarantees aggregating to ̀ 2,29,446.40 Lakhs issued by the Company to the Banks and Financial Institutions on behalf of its subsidiaries, step down subsidiaries and to holding Company and its subsidiaries, step down subsidiaries.

Your Directors wish to state as follows:

a. The Company is advised by external legal counsel that it has a good case for the Competition Appellate Tribunal setting aside the order passed by CCI, and accordingly no provision is considered necessary in this regard.

in Hon’ble High Court / with concerned authority. The Company has paid ` 3,077.93 Lakhs under protest. However, the Directors are of the view that it has a

good case for getting waiver of Interest, therefore no provision of interest is required.

c. Although the Guarantees issued by the Company are

at the year end, the Directors are of the view that these

the Company.

21. COST AUDITORS

Your Directors have appointed M/s. K. G. Goyal & Co., Cost Accountants, to conduct Audits of the Company’s Cost records for the year ending 31st March, 2016. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to

K. G. Goyal & Co.

on 2nd September, 2014.

22. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Vinod Kothari & Company, Company Secretaries (C.P.No-1391) to carry out Secretarial Audit in the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed to this Report as Annexure-C.

The Auditors have emphasized on the matter relating to non-appointment of a Woman Director and an Independent Director in terms of provisions of Section 149 of the Companies Act, 2013. The Board wishes to state that despite

during the year under review. However, with the induction of Mrs. Jayantika Dave effective 27th July, 2015, the Company has complied with the requirement of a Woman and also Independent Directors. Thus, the Board’s present composition is fully compliant of the provisions of the Act.

23. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Section 205C of the Companies Act, 1956, the Company has transferred a sum of ` 110,120 lying as unclaimed Share Application Monies received by the Company pursuant to the Public Offer in the year 2007, to Investor Education and Protection Fund (IEPF) established by the Central Government. Further, unpaid dividends pertaining to

` 271,044 were also transferred to IEPF.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provision of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism (Whistle Blower Policy) to facilitate its Employees and Directors to voice their concerns or observations without

15


fear, the instance of any unethical or unacceptable business practice or event of misconduct/ unethical behaviors, actual or suspected fraud and violation of Company’s Code of Conduct etc. The Policy provides for adequate safeguards against victimization of persons who use such mechanism and also have the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy is placed on the website of the Company at www.binanicement.in.

25. SEXUAL HARASSMENT POLICY

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

anyone on sexual harassment.

26. CODE OF CONDUCT

The Board of Directors had earlier adopted a “Code of Conduct for the Board of Directors and Senior Management Personnel” of the Company. The said Code of conduct is available on the Company’s website www.binanicement.in. All Board Members and Senior Management Personnel

Managing Director of the Company has given declaration

Members of the Board and Senior Management Personnel for the year ended on 31st March, 2015.

27. CORPORATE SOCIAL RESPONSIBILITY

The Braj Binani Group, for several years, spends considerable amount on an ongoing basis through its operating companies, for social cause and upliftment and welfare of the weaker section of the society and on education of the underprivileged children.

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Company, as a part of its initiative under the “Corporate Social Responsibility” drive, has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the area of preventive health care, making available safe drinking water, promoting education, ensuring environmental sustainability etc. The CSR policy of the Company can be accessed on the Company’s weblink http://www.binanicement.in/investor-relations.

The report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out as Annexure-D and forming part of this Report. The Board of Directors wish to state that despite its

activities under the provisions of Section 135 of the Act for the Financial Year 2014-15, the Company could not spend the requisite amount since appropriate projects, requiring

28. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is provided as Annexure-E and forms part of this Report.

29. RISK MANAGEMENT

to the operations of the Company which was facilitated by

Auditors review the steps taken for risk mitigation/minimisation, wherever possible and the status of the same is reviewed by the Audit Committee periodically. The Company’s Board is conscious of the need to periodically review the risks mitigation process.

30. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures commensurate with its size and nature of business. The objective of such system and procedures is to

statutes and corporate policies. The policies and procedures

conduct of its business and adherence to the Company’s policies, prevention and detection of frauds and errors, accuracy and completeness of records and the timely

Internal Audit is conducted periodically across all locations

effectiveness of internal control. The Company monitors and controls all operating parameters on an ongoing basis. The Audit Committee reviews the adequacy and effectiveness of internal control systems and provide guidance for further strengthening them, from time to time.

31. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same are either not applicable to the Company or relevant transactions / event have not taken place during the year under review:

a. Issue of Equity shares with differential rights as to dividend, voting or otherwise

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. The Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries.

Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.


16

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo are given in Annexure-F which forms part of this Report.

33. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 1956, read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure-G and forming part of the Report.

34. RECOGNITION AND AWARDS

The Company’s Indian operations bestowed with the following awards / recognitions during the year 2014-15

thrust on enhancing the quality standards and high

• “National Award for Prevention of Pollution” in Cement Category for year 2010-11 by Ministry of Environment & Forest, New Delhi.

• “Greentech Environment Excellence Silver Award – 2014” from Greentech Foundation, New Delhi.

• “Best Employer Award for the year 2013” given by Employers Association, Rajasthan.

• “Environment Protection & CSR Award” from DM (Sirohi) Rajasthan.

• District Level “Trees Booster Award 2014-15” from Forest Dept, Govt. of Rajasthan for our Neem-Ka-Thana Grinding Unit.

The Company’s China Unit received the following awards from CPC Ju Country Party Committee and Ju Country People’s Government during the year 2014-15:

• Enterprise of Integrity

35. SAFETY, HEALTH & WORK ENVIRONMENT

The Company always believes in providing conducive work environment with utmost attention and care on safety and health of employees and all other workers operating at the plants. There were no major accidents reported in during the Financial Year 2014–15. The Company conducts training & counseling sessions for its workers/ employees on safe manufacturing practices on regular basis.

Training of employees for safety and growth continue to be the Company’s top priority at all levels. The Management has incorporated safety as one of the Key Result Areas for each and every employee.

36. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource

The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who are having potential for taking higher responsibilities.

The Company had 704 permanent employees on its rolls as on 31st March, 2015. The employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels in the organization.

37. APPRECIATION

Your Directors wish to record their appreciation for the continued assistance and co-operation extended to the Company by the Government agencies, Banks, Financial Institutions, Dealers and Customers and to all other Stakeholders, for their continued support to the Company.

For and on behalf of the Board

Braj Binani ChairmanPlace : MumbaiDate : 27th July, 2015

Statements in the Directors Report describing the Company’s objectives, projections, expectations and estimates regarding future performance may be “forward looking statements” within the meaning of applicable laws and regulations and are based on currently available information. The management believes these to be true to the best of its knowledge at the time of preparation of this report. However, these statements are contingent upon future events and uncertainties which inter alia include input

in the Company’s principal markets, changes in Government regulations, tax laws, economic developments within the country and other incidental factors, that could cause actual results to differ materially from those as may be indicated by such statement.

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1. BACKGROUND

The Board of Directors (“the Board”) of Binani Cement Limited (“the Company”) had constituted the Nomination and Remuneration Committee (“the Committee”) in terms of the provisions of Section 178 of the Companies Act, 2013 (“the Act”). Pursuant to the said Section, the Committee

positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

2. OBJECTIVES

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel

Senior Management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

The Key Objectives of the Committee would be:

2.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and

2.2 To evaluate the performance of the members of the Board and provide necessary report to the Board for

2.3 To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior

2.4 To determine remuneration commensurate with the

2.5 To formulate a Policy which will ensure long term sustainability and retention of talented managerial personnel.

2.6 To develop a succession plan for the Board and to regularly review thereof.

3. DEFINITIONS

3.1 “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

3.2 “Board” means Board of Directors of the Company.

ANNEXURE-ANOMINATION AND REMUNERATION POLICY

3.3 “Directors” mean Directors of the Company.

3.4 “Key Managerial Personnel” (KMP) means

or the Manager or in their absence a Whole time

the Act.

3.5 “Senior Management Personnel” (SMP) means personnel of the Company who are members of Company’s core management team. This would also include all members of management one level below the Executive Directors including all functional heads.

4. ROLE OF COMMITTEE

4.1 Terms of Reference

4.1.1. To identify persons who are competent to become Directors and who may be appointed as Key Managerial Personnel and Senior Management Personnel in accordance with the criteria laid down, and recommend to the Board

4.1.2 To formulate the criteria for determining

independence of a Director, and recommend to the Board the policy, relating to the remuneration of the Directors, Key Managerial Personnel and

4.1.3 To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s)

4.1.4 To formulate criteria for evaluation of

4.1.5 To carry out evaluation of every Director’s

4.1.6 To carry out any other function, as may be mandated by the Board from time to time

applicable.


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5. COMPOSITION AND FUNCTIONING OF THE COMMITTEE

5.1 Composition

5.1.1 The Committee shall be comprised of a minimum of three Non-Executive Directors, majority of them being Independent Directors.

5.1.2 Any two members of the Committee shall constitute a quorum for the Committee meetings.

5.1.3 Term of the Committee shall be continued unless terminated by the Board of Directors

5.2 Chairperson of the Committee

5.2.1 Chairperson of the Committee shall be an Independent Director.

5.2.2 Chairperson of the Company may be appointed as a Member of the Committee but shall not be a Chairman of the Committee.

5.2.3 In the absence of the Chairperson, the Members of the Committee present at the meeting, shall choose one amongst them to act as Chairperson.

5.3 Frequency of Meetings

5.3.1 The meeting of the Committee shall be held at such regular intervals, as may be considered necessary.

5.3.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

5.4 Secretary

The Company secretary of the Company shall act as Secretary of the Committee.

5.5 Voting

5.5.1 Matters arising at Committee meetings, shall be decided by a majority of votes of Members present and any such decision shall for all purposes be deemed a decision of the Committee.

5.5.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

5.6 Interested Committee Member not to participate in the meeting

A Member of the Committee is not entitled to be present when his/her remuneration is discussed at such meeting or when his/her performance is being evaluated.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SMP

6.1

6.1.1. The Committee shall identify and ascertain the

of the person for appointment as Director, KMP or SMP and recommend to the Board his/her appointment.

expertise and experience for the position he/she is considered for appointment. The Committee

expertise and experience possessed by a person

position.

6.1.3 The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

6.1.4 Appointment of Independent Directors shall be subject compliance of provisions of section 149 of the Companies Act, 2013, read with schedule IV and Rules made thereunder

6.2 Term /Tenure

6.2.1. Managing Director / Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director or Executive

time. No re-appointment shall be made earlier than one year before the expiry of term.

6.2.2 Independent Director

Board of the Company and will be eligible for re-appointment on the Company passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s Report to the Shareholders.

for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall

19


not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

6.3 Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and SMP on yearly basis or at such frequent intervals, as its Members may decide.

6.4 Removal

as provided under the Act or Rules made thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of such Director or KMP subject however, to the provisions and compliance of the said Act, rules and regulations.

6.5 Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. As per the current Policy, while the Independent Directors shall be liable to retire on completion of 75 years of age, a KMP or SMP (excluding the Directors) shall be liable to retire upon completion of 60 years of age. The Board if it considers to be in the Company’s interest, shall have the discretion to retain, an Independent Director, KMP and SMP even after attaining the retirement age

7 POLICY RELATING TO THE REMUNERATION FOR DIRECTORS, KMP AND SMP.

7.1 Remuneration to the Managing Director, Whole-time Director, KMP and SMP

7.1.1. Fixed pay:

The Managing Director, Whole-time Directors, KMPs and SMPs shall be eligible for a monthly remuneration, as may be approved by the Board on the recommendation of the Committee. The remuneration shall include salary, allowances, perquisites and Company’s contribution to Provident Fund, as the case may be, in accordance with Company’s Policy as amended from time to time and in case of Managing Director and Whole-time Director as approved by the Shareholders and Central Government, wherever required.

7.1.2 Minimum Remuneration:

Company shall pay remuneration as determined

above, to its Managing Director/ Whole-time Director subject to the approval of the Central Government, wherever necessary.

7.1.3 Provisions for excess remuneration:

If any Managing / Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold the same in trust for the Company.

7.2 Remuneration to Non-Executive/ Independent Director

7.2.1 Remuneration:

Non-Executive / Independent Directors shall not be entitled to any remuneration.

7.2.2 Sitting Fees:

The Non-Executive / Independent Directors will be paid Sitting Fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

7.3 General

7.3.1 The remuneration to the KMPs and SMPs will be determined by the Committee and recommended to the Board for approval. The remuneration shall be subject to the approval of the Shareholders of the Company and Central Government, wherever required.

7.3.2 Upon evaluation of the performance, Annual Increments in the remuneration may be recommended by the Committee to the Board which shall be within the limits approved by the Shareholders, wherever applicable.

7.3.3 Where any insurance is taken by the Company for its Directors, KMPs and SMPs for protecting them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to such persons. Provided that if such person is provided to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.


20

ANNEXURE-BFORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

During the Financial Year 2014-15, the Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length.

2. Details of material contracts or arrangements or transactions at Arm’s length basis.

a. Name (s) of the related party & nature of relationship: Dhaneshwar Solutions [a division of Binani Metals Limited (BML)]. BML is a related party in terms of clause (v) of Sub-section 76 of Section 2 of the Companies Act, 2013.

b. Nature of contracts/arrangements/transaction: Availing of Transportation and other Logistic services.

c. Duration of the contracts/arrangements/transaction: 1st April, 2014 to 31st March, 2015.

d. Salient terms of the contracts or arrangements or transaction including the value, if any: Availing of transportation and logistic

` 441,85.34 Lakhs.

e. Date of approval by the Board, if any: Upto 31st December 2014, the services were availed pursuant to the contract dated 16th March, 2012 which was approved by the Board on 11th March, 2012. Post 1st January 2015, the services were availed in accordance with generally accepted commercial practices.

f. Amount paid as advances, if any: Nil

21


To,The Members,Binani Cement Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Binani Cement Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the

2015 (“Audit Period”), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and

to the provisions of:

1. The Companies Act, 2013 and the rules made thereunder

2. The Securities Contracts (Regulation) Act, 1956 (“SCRA”)

3. The Depositories Act, 1996 and the regulations and bye-

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):-

a. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with

ANNEXURE-CFORM NO. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

to say:

c. Environmental (Protection) Act, 1986 Read with

d. The Hazardous Wastes (Managements Handling and

e. The Water (Prevention & Control of Pollution) Act, 1974 read with Water (Prevention & Control of Pollution)

f. Water (Prevention and Control of Pollution) Cess Act,

g. The Air (Prevention & Control of Pollution) Act, 1981 Read with the Air( Prevention and control of pollution)

h. Mines Act, 1952 and Rules issued thereunder.

Management Responsibility:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The

processes and practices, we followed provide a reasonable

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and


22

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited

6. The Secretarial Audit report is neither an assurance as to

effectiveness with which the management has conducted the affairs of the Company.

Our Observations:

During the Audit Period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above subject to the following observations:

Observation based on Assumptions:

amounts Interest free Deposits from Binani Industries Limited (BIL), the holding company as promoter’s contribution, which is in pursuance of stipulations of the Joint Lenders’ Forum of the Company’s lenders, constituted in terms of RBI guidelines. The Company has relied upon a legal opinion to the effect that the interest-free deposit in question is not in the nature of a “loan” for the purpose of 185 (2) of Act, 2013, as the intent was to provide long-term support to the Company based on stipulations of the Joint Lenders’ Forum. The amount has eventually been utilised as subscription to preference shares of the Company, and therefore, the amount did not have the attributes of borrowing.

Matters of Emphasis:

1. As on 31st March 2015, the Company did not have a woman director as required under the provisions of Section 149 (1) of Act, 2013. The Company is also required to appoint one more Independent Director. In as much as the Company did not have the requisite number of independent directors, it affects the required number of independent directors on the Audit Committee and Nomination and Remuneration Committee in accordance with the provisions of sec 177/ 178 of the Companies Act 2013, and consequentially, the decisions taken by the said Committees.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors, except as stated above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and

items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period, the Company

major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc., except as follows:

(i) Private Placement of Non-Cumulative Redeemable Preference Shares (NCRPS):

The Company had obtained approval to issue 1,20,00,000 0.01% NCRPS of ` 100 each to its holding company Binani Industries Limited, in one or more tranches, to meet the critical working capital requirements, facilitate net-worth rebuilding, strengthening long term resources etc. Special resolution was passed by way of Postal Ballot on 20th March, 2015. Allotment has been made to the extent of ` 60.02 Crores in terms of stipulation by the Joint Lenders Forum (JLF)

(ii) Special resolution in terms of section 180 (1) (a) & (c ) was passed by the Company at the 18th Annual General Meeting

and power to create mortgage/charge/hypothecation on the movable, immoveable property of the Company to the extent of `

Vinod Kothari & Company Company Secretaries in Practice

ACS 4718, C P No. 1391

Place : KolkataDate : 1st June, 2015

23


Annexure-I

LIST OF DOCUMENTS

1. Corporate Matters

1.1 Minutes books of the following Committees were provided:

1.1.1 Board Meeting

1.1.2 Audit Committee

1.1.4 Corporate Social Responsibility Committee

1.1.5 Share Transfer Committee

1.1.6 Finance Committee

1.1.7 Allotment Committee

1.1.8 General Meeting

1.2 Agenda papers for Board Meeting along with Notice.

1.3 Annual Report 2014, Financials for 31st December, 2014

1.4 Memorandum and Articles of Association

1.8 Register maintained under Act, 2013

1.9 Expert Opinions taken by the Company


24

ANNEXURE-DANNUAL REPORT ON CSR ACTIVITIES

1 A Brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs.

The Company by its CSR Activities has committed to participate in Social cause, be it uplifting the weaker section of the society or communal developments. The key focus area of the Company’s CSR activities are

the Companies Act, 2013 and Rules made thereunder. The Company’s CSR initiatives shall be integrated with its business practices with an overall objective of the growth and development of the society and the Country.

The CSR Policy of the Company has available at the following link.

http://www.binanicement.in/investor-relations/csr-policy/

2 The Composition of the CSR Committee. 1. Mr. S. Sridhar, Chairman (Independent Director)

2. Mr. V. Subramanian, Member (Non Executive Non Independent Director)

3. Mr. Jotirmoy Ghose, Member (Managing Director)

3 ` 2,469 Lakhs

4 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above).

` 49.39 Lakhs

5

c) Manner in which the amount spent during the Financial Year is detailed below

` 49.39 Lakhs

` 36.35 Lakhs

Yes

(1) (2) (3) (4) (5) (6) (7) (8)Sr.No.

CSRprojector activity

Sectorin which the Project is covered

Projects or programs(i) Local area or other(ii) Specifythe State and district where projects or programs was undertaken

Amount outlay(budget) project or programs wise(` In Lakhs)

Amount spent onthe projects or programs Sub-heads:(i)Direct expenditure on projects or programs(ii) Overheads:(` In Lakhs)

Cumulative expenditure upto to the reporting period(` In Lakhs)

Amount spent: Direct or through implementing agency

1 Making Available Safe Drinking Water, Eye checkup camp etc. and distribution of cotton caps during winter.

Preventive Heath care & provision for Safe Drinking Water

Pindwara, Sirohi, Rajasthan

20.00 1.99 1.99 Direct

25


(1) (2) (3) (4) (5) (6) (7) (8)Sr.No.

CSRprojector activity

Sectorin which the Project is covered

Projects or programs(i) Local area or other(ii) Specifythe State and district where projects or programs was undertaken

Amount outlay(budget) project or programs wise(` In Lakhs)

Amount spent onthe projects or programs Sub-heads:(i)Direct expenditure on projects or programs(ii) Overheads:(` In Lakhs)

Cumulative expenditure upto to the reporting period(` In Lakhs)

Amount spent: Direct or through implementing agency

2 Education Support to students, maintenance work in School.

Promotion of Education

Sadlwa, Amli, Malap, Thandiberi, Pindwara, Dist. Sirohi, Rajasthan

15.00 6.48 6.48 Direct

3. Maintenance of Park and Garden

Environmental sustainability

Pindwara, Dist. Sirohi & Udaipur, Dist. Udaipur, Rajasthan

10.00 4.57 4.57 Direct

4. Development of Market place at Village

Rural Development Project

Pindwara, Dist. Sirohi, Rajasthan

5.00 - - Direct

TOTAL 50.00 13.04 13.04

1. REASON FOR SHORTFALL OF CSR SPEND

Financial Year 2014-15 by ` 36.35 Lakhs. However, all efforts will be put to identify right projects for CSR activity in future.

2. RESPONSIBILITY STATEMENT OF THE CSR COMMITTEE

Company.

S. SridharChairman CSR Committee

Jotirmoy GhoseMember

V. SubramanianMember

Place : Mumbai Date : 27th July, 2015


26

ANNEXURE- EFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U26941WB1996PLC076612

2. Registration Date 15th January, 1996

3. Name of the Company Binani Cement Limited

4. Category/Sub-category of the Company Company limited by shares/ Indian Non-Government Company

5.details

37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata-700157

Tel : 033-32626795, Fax : 033-40088802, E-mail : [email protected]

6. Whether listed Company No

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai- 400078.Tel: 022-25963838/25944970, Fax: 022-25946969, E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No.

Name and Description of main products / services

NIC Code of the Product/service % to total turnover of the Company

1. Cement 23942 99.95

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.No.

Name andAddress of the Company

CIN/GLN Holding/Subsidiary/Associate

% ofShares

held

ApplicableSection

1. Binani Industries Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

L24117WB1962PLC025584 Holding 98.43% 2(46)

2 Merit Plaza Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

U70109WB2010PLC155943 Subsidiary 100% 2(87)(ii)

3 Swiss Merchandise Infrastructure Limited 37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157


4 Binani Energy Private Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

U72200WB1996PTC171627 Subsidiary 100% 2(87)(ii)

27


Sr.No.

Name andAddress of the Company

CIN/GLN Holding/Subsidiary/Associate

% ofShares

held

ApplicableSection

5 Binani Ready Mix Concrete Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157


6 Mukundan Holdings Limited (MHL)P.O. Box - 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

N.A Subsidiary 100% 2(87)(ii)

7 Murari Holdings Limited (MuHL)Akara Bldg, 24, DE CASTRO Street, Wickhams, Cay 1, Road Town, Tortola, British Virgin Islands


8 Krishna Holdings Pte. Limited (KHL)21, Bukit Batok Crescent#15-74, WCEGA Tower,Singapore - 658065


9 Bhumi Resources (Singapore) Pte. Ltd. (Bhumi)21, Bukit Batok Crescent#15-74, WCEGA Tower,Singapore - 658065


10 Binani Cement Factory LLC (BCFLLC)Jebel Ali, Dubai, UAE

N.A Subsidiary MUHL- 51%MHL-49%

2(87)(ii)

11 Shandong Binani Rong’An Cement Co. Ltd. (SBRCC)Fujiazhuang Village, Dongguan Town,Ju County of Rizhao MunicipalityShandong Province,Peoples Republic of China

N.A Subsidiary KHL- 90% 2(87)(ii)

12 PT Anggana Energy Resources (Anggana)Menara Kuningan 8D, Lantai 8, JL. H. R. Rasuna Said, Block X-7, Kav. 5, Jakarta Selatan, Indonesia

N.A Subsidiary BHUMI- 100% 2(87)(ii)

13 BC Tradelink LimitedP.O.Box-10257, Mhando Street,Masaki, Dar-es-Salaam,Tanzania

N.A Subsidiary BCFLLC- 100% 2(87)(ii)

14 Binani Cement Tanzania LimitedP.O.Box-105114, Mhando Street,Masaki, Dar-es-Salaam,Tanzania


15 Binani Cement (Uganda) Limited **P.O. Box - 24544, Kampala Uganda


** Under liquidation.


28

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (as on 01.04.2014)

No. of Shares held at the end of the year [as on 31.03.2015]

% Change during

the yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indian a) Individual/ HUF - - - - - - - - - b) Central Govt - - - - - - - - - c) State Govt(s) - - - - - - - - - d) Bodies Corporate 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 - e) Banks / FI - - - - - - - - - f) Any other - - - - - - - - - Sub-total (A) (1):- 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -(2) Foreign - (a) NRIs - Individuals - - - - - - - - - (b) Other – Individuals - - - - - - - - - (c) Bodies Corporate - - - - - - - - - (d) Banks / FI - - - - - - - - - (e) Any Other…. - - - - - - - - - Sub-total (A) (2):- - - - - - - - - -Total shareholding of Promoter (A) =(A)(1)+(A)(2)

185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -

B. Public Shareholding(1) Institutions (a) Mutual Funds - - - - - - - - - (b) Banks / FIs - - - - - - - - - (c) Central Govt - - - - - - - - - (d) State Govt(s) - - - - - - - - - (e) Venture Capital Funds - - - - - - - - - (f) Insurance Companies - - - - - - - - - (g) FIIs - - - - - - - - - (h) Foreign Venture Capital Funds

- - - - - - - - -

(i) Others (specify) - - - - - - - - - Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions (a) Bodies Corp. (i) Indian 494,843 - 494,843 0.26 489,271 - 489,271 0.26 - (ii) Overseas - - - - - - - - -

29


Category of Shareholders No. of Shares held at the beginning of the year (as on 01.04.2014)

No. of Shares held at the end of the year [as on 31.03.2015]

% Change during

the yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares(b) Individuals (i) Individual

shareholders holding nominal share capital upto ` 1 lakh

2,282,946 1,018 2,283,964 1.21 2,287,314 1722 2,289,036 1.21 -

(ii)Individual shareholders holding nominal share capital in excess of `1 lakh

92,826 - 92,826 0.05 92,826 - 92,826 0.05 -

(c) Others - LIIPL-Binani Cement Exit Offer Escrow Demat Account

80 - 80 - 80 - 80 - -

Non Resident Indians 66,075 20 66,095 0.04 67,105 20 67,125 0.04 -Overseas Corporate Bodies - - - - - - - - -Foreign Nationals - - - - - - - - -Clearing Members 9,002 - 9,002 - 8,472 - 8,472 - -Trusts 5,000 - 5,000 - 5,000 - 5,000 - -Sub-total (B)(2):- 2,950,772 1,038 2,951,810 1.57 2,950,068 1,742 2,951,810 1.57 -Total Public Shareholding (B)=(B)(1)+ (B)(2)

2,950,772 1,038 2,951,810 1.57 2,950,068 1,742 2,951,810 1.57 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 188,600,136 1,138 188,601,274 100.00 188,599,432 1,842 188,601,274 100.00 -

ii. Shareholding of Promoters

Sr.No.

Shareholder’s Name Shareholding at the beginning of the year (as on 01.04.2014)

Shareholding at the end of the year (as on 31.03.2015)

% change in shareholding

during the yearNo. of

Shares% of total Shares of

the Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of

the Company

%of Shares Pledged /

encumbered to total shares

1 Binani Industries Limited 185,649,464 98.43 74.96 185,649,464 98.43 100.00 -

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sr.

No.

Shareholding at the beginning of the year (as on 01.04.2014)

Cumulative Shareholding during the year (as on 31.03.2015)

No. of shares % of total shares of the Company

No. of shares % of total shares of the Company

At the beginning of the year 185,649,464 98.43 185,649,464 98.43Date wise Increase/Decrease in Promoters Share holding during the Year specifying the reasons for increase /decrease (e.g. allotment/ transfer/bonus/sweat equity etc).

No Change

At the end of the year 185,649,464 98.43 185,649,464 98.43


30

iv. Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr.No.

Name Shareholding at the beginning of the year

[as on 01.04.2014]

Date Increase/Decrease in shareholding

Reason Cumulative Shareholding during the Year

[as on 31.03.2015]No. of

shares% of total

shares of theCompany

No. of shares

% of totalshares of the

Company1 Kanakratan Agency Pvt. Ltd. 416,120 0.22 No Change 416,120 0.222 Brij Bhushan Singal 52,000 0.03 52,000 0.033 Gangadhar Narsingdas Agrawal 17,000 0.01 17,000 0.014 Ramalingam Ganapathy 14,500 0.01 14,500 0.015 Ritesh Vilasrao Deshmukh 13,206 0.01 13,206 0.016 Jagdish Chand Saggar 10,620 0.01 10,620 0.017 Anjani Nitin Kasliwal 10,000 0.01 10,000 0.018 Atul Prakash Anand 10,000 0.01 10,000 0.019 Kartikeya Nitin Kasliwal 10,000 0.01 10,000 0.01

10 Rita Murarka 10,000 0.01 10,000 0.01

v. Shareholding of Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel holds any share in the Company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` In Lakhs)

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the

i) Principal Amount 2,30,369.19 2,500.00 - 2,32,869.19

ii) Interest due but not paid 5,330.97 35.18 - 5,366.15

iii) Interest accrued but not due 461.98 - - 461.98

Total (i+ii+iii) 2,36,162.14 2,535.18 - 2,38,697.32

year

Addition 1,24,299.61 297.18 - 1,24,596.79

Reduction 64,113.27 306.88 - 64,420.15

Net Change 60,186.34 (9.70) - 60,176.64

i) Principal Amount 2,89,272.46 2,500.00 - 2,91,772.46

ii) Interest due but not paid 6,709.79 25.48 - 6,735.27

iii) Interest accrued but not due 366.22 - - 366.22

Total (i+ii+iii) 2,96,348.47 2,525.48 - 2,98,873.95

31


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` In Lakhs)

Sr.No.

Particulars of Remuneration Mr. Jotirmoy Ghose, Managing Director

Total Amount

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,

1961117.01 117.01

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 14.61 14.61- -

2 Stock Option - -3 Sweat Equity - -4

- others, specify…-

-

-

-5 Others, Specify - -6 Recovery of excess amount paid - -

Total (A) 131.62 131.62Ceiling as per the Act* - -

* The Company had incurred a loss during the Financial Year 2014-15. The remuneration paid to Mr. Jotirmoy Ghose, Managing Director, was in terms of his appointment approved by the Shareholders on 10th December, 2013 pursuant to Schedule XIII of the Companies Act,

B. Remuneration to other Directors

(` In Lakhs)

Sr.No.

Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Mr. S. SridharFee for attending Board/Committee Meetings 3.60 3.60Commission - -Others, please specify - -Total (1) 3.60 3.60

2 Other Non-Executive Directors Mr. Braj Binani Mr. V. Subramanian

Mr. T. R. C Nair Total Amount

Fee for attending Board/Committee Meetings 1.70 3.40 0.80 5.90Commission - - - -Others, please specify - - - -Total (2) 1.70 3.40 0.80 5.90Total (B)=(1+2) 9.50Total Managerial Remuneration (A+B) 141.12Overall Ceiling as per the Act** -

** The Company had incurred a loss during the FY 2014-15.


32

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (` In Lakhs)

Sr.No.

Particulars of Remuneration Key Managerial Personnel Mr. K K Jain,

Chief Financial Mr. Atul

Falgunia, Company

Mr. Amit Kumar Gupta,

Company

Total

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

33.84 8.54 23.80 66.18

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2.71 - 0.06 2.77

tax Act, 1961- - - -

2 Stock Option - - - -3 Sweat Equity - - - -4

- others, specify - - - -

5 Others, (Employer’s Contribution to Provident Fund) 2.07 0.25 1.42 3.74Total 38.62 8.79 25.28 72.69

*w.e.f. 30.05.2014, **Upto 30.04.2014, ***w.e.f. 05.06.2014.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANYPenalty - - - - -Punishment - - - - -Compounding - - - - -B. DIRECTORSPenalty - - - - -Punishment - - - - -Compounding Section 211(1)

& (2)Interest received by the

Company was netted off from the interest paid in the

FY 2010-11

`20,500/- Company Law Board

-

C. OTHER OFFICERS IN DEFAULTPenalty - - - - -Punishment - - - - -Compounding Section 211(1)

& (2)Interest received by the

Company was netted off from the interest paid in the

FY 2010-11.

` 3,000/- Company Law Board

-

Section 211(1) & (2)

Interest received by the Company was netted off

from the interest paid in the FY 2006-08.

`18,000/- Company Law Board

-

33


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken

Cement Plant – Binanigram

coating jamming resulting in power saving.

2. Raw Mill - 2: Reclaimer transport circuit belt 312BC1 path made straight by removing bend therefore belt resistance decreased and also low rating motor installed from 90 kW to 55 kW.

power saving.

Cement Plant – Neem ka Thana

1. Installed Variable Frequency Drives (VFDs) at various drives (Clinker Apron conveyor, blower & all truck loaders) to reduce RPM for optimum performance.

2. Mill outlet water spray nozzle compressed air stopped during low cement temperature in winter month resulting in compressor power saving.

Thermal Power Plant

1. Optimized the performance of Boiler feed pump in CPP2 by reducing impeller stages from 16 to 14 stages.

3. Optimized lighting transformer voltage from 235 to 215 volt.

b) Steps in utilization of alternate source of Energy

–

c) Capital investment on energy conservation equipment

–

B. TECHNOLOGY ABSORPTION

Nil

C. FOREIGN EXCHANGE EARNING AND OUTGO

(` In Lakhs)Particulars 2014-15 2013-14Foreign exchange earned Nil NilForeign exchange used* 24,800.06 32,423.44

* Excludes investment in overseas subsidiaries

ANNEXURE - F


34

The

info

rmat

ion

requ

ired

und

er S

ectio

n 19

7 of

the

Com

pani

es A

ct, 1

956,

rea

d w

ith R

ule

5(2)

the

Com

pani

es (A

ppoi

ntm

ent a

nd R

emun

erat

ion

of M

anag

eria

l P

erso

nnel

) Rul

es, 2

014,

for

the

Fina

ncia

l Yea

r en

ded

31st

Mar

ch, 2

015

Sr.

No.

Nam

eD

esig

nati

onR

emun

erat

ion

[ ` In

Lak

hs]

Nat

ure

of

empl

oym

ent

whe

ther

co

ntra

ctua

l or

othe

rwis

e

Expe

rien

ce

(in y

ears

)A

ge

(in

year

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Dat

e of

co

mm

ence

men

t of

em

ploy

men

t

Last

em

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men

t he

ld%

of E

quit

y Sh

ares

he

ld b

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ee in

th

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ompa

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wit

hin

the

mea

ning

of

clau

se (i

ii)

Sub

Rul

e 2

Whe

ther

re

lati

ve

of a

ny

dire

ctor

/m

anag

er

of th

e C

ompa

ny.

If s

o, n

ame

of s

uch

dire

ctor

or

man

ager

1M

r. Jo

tirm

oy G

hose

Man

agin

g D

irec

tor

131.

62C

ontr

actu

alB

.E.(M

ech.

) &

MB

A28

5330

.10.

2013

Vice

Pre

side

nt

Ope

ratio

ns,

Arka

n B

uild

ing

Mat

eria

ls,

Abu

Dha

bi, U

AE

Nil

No

2M

r. R

.S. J

oshi

Pre

side

nt

(Cor

pora

te

Affa

irs)

93.4

4N

on-

cont

ract

ual

M.A

. (E

cono

mic

s)38

6010

.10.

2005

Vice

Pre

side

nt

(Com

mer

cial

) G

rasi

m In

dust

ries

Lt

d.

Nil

No

3M

r. An

ant K

umar

Mah

obe

*P

resi

dent

(W

orks

)21

.76

Non

-co

ntra

ctua

lAM

IE (M

ech)

, P

GD

M &

D

ip. i

n In

d.Sa

fety

3051

24.0

5.20

13Sr

.Vic

e P

resi

dent

- P

rism

Cem

ent

Ltd.

Sat

na

Nil

No

4M

r. G

auta

m R

ay *

Jt.P

resi

dent

(F

inan

ce)

18.0

3N

on-

cont

ract

ual

B.C

om.&

C

.A.

2755

01.1

2.20

13B

usin

ess

Hea

d-R

MC

, Bin

ani

Indu

stri

es L

td.,

Mum

bai

Nil

No

5M

r. B

hadr

esh

Kha

raEx

ecut

ive

Vice

P

resi

dent

(M

arke

ting)

61.5

6N

on-

cont

ract

ual

B.E

. (C

ivil)

2853

15.0

1.19

97D

y. M

anag

er

(Mar

ketin

g)

Guj

arat

Am

buja

C

emen

t, Ah

med

abad

Nil

No

Not

es:

1C

ompa

ny’s

Con

trib

utio

n to

Pro

vide

nt F

und

and

Supe

rann

uatio

n Fu

nd.

2N

one

of th

e ab

ove

empl

oyee

s is

rel

ated

to a

ny D

irec

tor

of th

e C

ompa

ny.

3

AN

NEX

UR

E- G

35


To,

The Members of Binani Cement Limited

Report on the Financial Statements

BINANI CEMENT LIMITED (“the Company”), which comprise the

information.

Management’ Responsibility for the Financial Statements

T

of adequate accounting records in accordance with the provisions

Auditor’s Responsibility

accounting and auditing standards and matters which are

INDEPENDENT AUDITORS’ REPORT

fraud or error. In making those risk assessments, the auditor

view, in order to design audit procedures that are appropriate

and appropriate to provide a basis for our audit opinion on

Opinion

In our opinion and to the best of our information and according to

manner so required and give a true and fair view in conformity

the year ended on that date.

Emphasis of Matters:

àny) on the Company. The C

necessary by the Company in this regard.


36

of `

`the view that it has a good case of getting waiver from the department for interest and hence provision of interest is not required.

statements regarding guarantees aggregating of `

subsidiaries, step down subsidiaries and to Company and its subsidiaries, step down subsidiaries,

the Company at the year end. In the opinion of the

Company.

Other matters:

Company has invested `

is of temporary nature hence provision for diminution in

`

Limited.

Report on other Legal and Regulatory Requirements

referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information

of the Order.

audit.

b) In our opinion, proper books of account as required

are in agreement with the books of account.

e) On the basis of the written representations received

on record by the Board of Directors, we report that

our opinion and to the best of our information and

amounts, required to be transferred, to the

the Company.

For Kanu Doshi Associates

Jayesh Parmar

37


M

Management during the year. In our opinion, the

the nature of its business.

records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies

(iv) In our opinion and according to the information and

Company and the nature of its business, for the purchase

books and records of the Company, and according to the

come across, nor have been informed of, any continuing

(v) The Company has not accepted any deposits from the

by the Company in respect of products where, pursuant

the maintenance of cost records has been prescribed

that prima facie, the prescribed accounts and records have been made and maintained. We have not, however,

to us and on the basis of records produced before

with appropriate authorities undisputed statutory

to us, no undisputed arrears of statutory dues were

ANNEXURE TO THE AUDITORS’ REPORT

Name of the Statute Nature of Dues Amount (` in Lakhs)

Period to which the amount relates

Forum where dispute is pending


38




credit notes

Difference amount of

uthorities

39





(c) There are no amounts required to be transferred by the Company to the Investor Education and

thereunder.

Principal Amount (` in Lakhs)

Interest Amount (` in Lakhs)

Remark

Term Loan

-Loan

Company.

records of the Company, carried out in accordance with

fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.


Jayesh Parmar


40

For and on behalf of the Board of Directors


Braj BinaniChairman

Jayesh Parmar Amit Kumar Gupta Jotirmoy GhoseManaging Director

BALANCE SHEET AS AT 31ST MARCH, 2015

(` in Lakhs) PARTICULARS 31st March, 2015 EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDS

24,862.38 27,565.12 52,427.50

NON-CURRENT LIABILITIES Long-term borrowings 273,734.09

6,006.75 3,225.45

Long term provisions 309.92 283,276.21

CURRENT LIABILITIES 7,404.04

40,834.63 52,518.80

8 216.36 100,973.83

TOTAL 436,677.54

ASSETSNON-CURRENT ASSETS

104,287.29 151.18

17,480.93 105,930.05

26,932.94 Other non-current assets 16.75 -

254,799.14 CURRENT ASSETS Inventories 18,201.93

14,782.95 10,872.88

121,540.95 Other current assets 16,479.69

181,878.40 TOTAL 436,677.54

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

41


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(` in Lakhs)

PARTICULARS 31st March, 2015

196,618.18

26,154.24

170,463.94

Other Income 13,533.99

Total Revenue 183,997.93

Expenses :

24,479.51

1.61

2,528.29

5,579.25

Finance Costs 35,325.16

7,471.38

122,062.03

Total Expenses 197,447.23

(13,449.30)

(1,282.79)

(14,732.09)

- -

(14,732.09)

(4,243.93)

(10,488.16)

Earning per equity share (in `

Basic (5.56)

(5.56)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Braj BinaniChairman



42

NOTE NO. - 1

SHARE CAPITAL (` in Lakhs)

PARTICULARS 31st March, 2015 AUTHORISED

` 30,389.96 ` 12,000.00 -

TOTAL 42,389.96

ISSUED, SUBSCRIBED AND PAID UP ` 18,860.13

0.25 SUB-TOTAL 18,860.38

` 6,002.00 -

TOTAL 24,862.38

Equity Shares :

`- Binani Industries Limited and its nominees.

Particulars No. of shares (` in Lakhs) (` in Lakhs) Outstanding at the beginning of the year 188,601,274 18,860.13 Outstanding at the end of the year 188,601,274 18,860.13

`

0.01% Non-cumulative Redeemable Preference Shares :

`

`

Particulars No. of shares (` in Lakhs) (` in Lakhs) Outstanding at the beginning of the year - - - -

6,002,000 6,002.00 - - Outstanding at the end of the year 6,002,000 6,002.00 - -

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

43


NOTE NO. - 2

RESERVE & SURPLUS (` in Lakhs)


CAPITAL REDEMPTION RESERVE

1,450.00

- 1,450.00 -

GENERAL RESERVE

7,843.00

- 7,843.00 -

BALANCE IN PROFIT & LOSS ACCOUNT

27,020.32

(10,488.16)

16,532.16

(987.68) 15,544.48 -

FOREIGN CURRENCY TRANSLATION RESERVE

2,727.64

- 2,727.64 -

TOTAL 27,565.12

NOTE NO. - 3

LONG TERM BORROWINGS (` in Lakhs)


TERM LOANS (REFER NOTE NO. 33 A)

From Bank

229,269.65

Unsecured - 229,269.65 -

Financial Institutions

44,464.44

TOTAL 273,734.09

NOTE NO. - 4

OTHER LONG TERM LIABILITIES (` in Lakhs)


Trade Deposits 3,225.45

TOTAL 3,225.45



44

NOTE NO. - 5 LONG TERM PROVISIONS (` in Lakhs)


84.46 - For Leave Encashment 225.46 309.92 TOTAL 309.92

NOTE NO. - 6 SHORT TERM BORROWINGS (` in Lakhs)


LOANS REPAYABLE ON DEMAND

From Bank

4,904.04 From Others Unsecured (Inter Corporate Deposits) - OTHER LOANS AND ADVANCES

- 2,500.00 2,500.00

TOTAL 7,404.04

NOTE NO. - 7 OTHER CURRENT LIABILITIES (` in Lakhs)


10,634.33 Interest accrued but not due on borrowings 366.22

6,894.32 Unpaid dividends 16.30

31,513.96 3,093.67 52,518.80

TOTAL 52,518.80

NOTE NO. - 8 SHORT TERM PROVISIONS (` in Lakhs)


PROVISION FOR EMPLOYEE BENEFITS 178.28

For Leave Encashment 38.08 216.36

TOTAL 216.36


45


NO

TE N

O. -

9

FIXE

D A

SSET

S

(` in

Lak

hs)

Par

ticu

lars

Gro

ss B

lock

Net

Blo

ckA

s at

1st

A

pril,

201

4A

ddit

ions

du

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th

e ye

arA

djus

tmen

ts

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l as

at 3

1st

Mar

ch,

2015

As

at 1

st

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il, 2

014

Add

itio

ns

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ng th

e ye

ar (r

efer

no

te n

o. 5

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ts

Tota

l as

at 3

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ch,

2015

Tota

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ch,

2015

Mar

ch,

Fixe

d as

sets

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ible

ass

ets

-

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8,9

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-

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08

46.

25

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8,8

10.9

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5

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3,7

60.6

2

182,

923.

75

93,

776.

96

89,

146.

79

-

2,9

80.1

8 -

1

,040

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1,9

40.1

7 -

-

7

84.1

2 -

6

06.2

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293

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255

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38.

27

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333

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229

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103

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3 5

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204,

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98

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1 3

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205

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.88

93,

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40

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65.7

6 2

4.57

101

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104,

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29 1

11,4

40.5

8 In

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ets

-

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809

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-

657

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151

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Tota

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ble

asse

ts 8

09.0

7 -

-

8

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64.5

2 9

3.37

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6

57.8

9 1

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8 To

tal F

ixed

ass

ets

205,

408.

05

1,2

20.2

1 3

2.31

206

,595

.95

93,

722.

92

8,4

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3 2

4.57

102

,157

.48

104,

438.

47 1

11,6

85.1

3 To

tal P

revi

ous

year

205,

408.

05

93,

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92 1

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85.1

3 C

apit

al W

ork-

in-

Pro

gres

s 1

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0.93

Not

es :

``

``

``

`

NO

TES

TO F

INA

NC

IAL

STAT

EMEN

TS F

OR

TH

E YE

AR

EN

DED

31S

T M

AR

CH

, 201

5


46

NOTE NO. - 10

NON CURRENT INVESTMENTS (` in Lakhs)


Trade (valued at cost unless stated otherwise)

Investment in Equity shares of Subsidiaries

Unquoted

36,936.70

15,798.84

27,447.81

6,797.53

Ltd. of ` 5.00

Merchandise Infrastructure Ltd. of ` 5.00

` -

- - -

` 3.18

Investment in Preference shares of Subsidiaries

Unquoted

2,616.41

8,079.00

8,240.58

TOTAL 105,930.05


47


NOTE NO. - 11

LONG TERM LOANS AND ADVANCES (` in Lakhs)


Unsecured considered good

` ` 10,184.63

524.22

10,151.00

478.63

1,705.68

3,877.99

10.79 26,932.94

TOTAL 26,932.94

NOTE NO. - 12

OTHER NON-CURRENT ASSETS (` in Lakhs)


Other Bank Balances

16.75 -

TOTAL 16.75 -

NOTE NO. - 13

INVENTORIES (REFER NOTE NO. 25) (` in Lakhs)


``

1,012.90

81.10

9,044.45

``

8,049.23

14.25 18,201.93

TOTAL 18,201.93



48

NOTE NO. - 14

TRADE RECEIVABLES (` in Lakhs)


Unsecured, considered good

11,571.55

3,211.40

- 3,211.40 -

TOTAL 14,782.95

NOTE NO. - 15

CASH & BANK BALANCES (` in Lakhs)


CASH & CASH EQUIVALENTS

3,572.52

Cheques, drafts on hand 1,818.79

Cash on hand 8.15 5,399.46

OTHER BANK BALANCES

5,457.06

16.36 5,473.42

TOTAL 10,872.88

NOTE NO. - 16

SHORT TERM LOANS AND ADVANCES (` in Lakhs)


Loans and advances to related parties (Unsecured considered good)

-

-

- -

114,857.24 114,857.24

Others (Unsecured considered good)

4,813.03

1,870.68 6,683.71

TOTAL 121,540.95


49


NOTE NO. - 17

OTHER CURRENT ASSETS (` in Lakhs)


` `Company)

16,454.69

25.00 - 16,479.69

TOTAL 16,479.69

NOTE NO. - 18

REVENUE FROM OPERATIONS (` in Lakhs)


Sale of Products Quantity MT Value Quantity MT

Cement * 4,472,872 195,598.10

3,852.63 100.12 -

-

Other operating revenues 919.96

196,618.18

Less : Excise Duty 26,154.24

TOTAL 170,463.94

` `` `

NOTE NO. - 19

OTHER INCOME (` in Lakhs)


Interest Income (Inter Corporate Deposits) 12,753.87

223.96

` ` 436.41

1.33 -

118.42

TOTAL 13,533.99



50

NOTE NO. - 20

COST OF MATERIALS CONSUMED (` in Lakhs)


Limestone 5,674.86

58.07

4,982.13

5,704.26

8,060.19

-

TOTAL 24,479.51

NOTE NO. - 21

CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE (` in Lakhs)


20.71

81.10 (60.39)

11,904.32

9,044.45 2,859.87

(271.19)

TOTAL 2,528.29

NOTE NO. - 22

EMPLOYEE BENEFIT EXPENSE (` in Lakhs)


4,827.12

300.02

125.92

326.19

TOTAL 5,579.25


51


NOTE NO. - 23

FINANCE COSTS (` in Lakhs)


34,227.17

Other borrowing costs 1,097.13

0.86

TOTAL 35,325.16

NOTE NO. - 24

OTHER EXPENSES (` in Lakhs)


48,850.07

4,078.71

5,554.62

87.61

1,423.08

Others 111.19

2,280.85

458.98

Insurance 449.89

32.83

359.21

1,580.14

3,422.61

Directors Fee 11.05

46,776.10

Commission 2,233.33

-

1,240.00

3,111.76

TOTAL 122,062.03



52

NOTE NO. - 25

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

USE OF ESTIMATES

REVENUE RECOGNITION

ACCOUNTING OF CLAIMS

for at the time of acceptance.

FIXED ASSETS

INTANGIBLE ASSETS

DEPRECIATION AND AMORTISATION

reserves.


53


IMPAIRMENT OF ASSETS

VALUATION OF INVENTORIES

INVESTMENTS

FOREIGN EXCHANGE TRANSACTIONS

Investment.

EXPENDITURE DURING CONSTRUCTION PERIOD

EMPLOYEE BENEFITS

BORROWING COSTS


54

SEGMENT REPORTING POLICIES

OPERATING LEASE

EARNING PER SHARE

CASH AND CASH EQUIVALENTS

INCOME TAXES

NOTE NO. - 26

` `

NOTE NO. - 27

CONTINGENT LIABILITIES NOT PROVIDED FOR :

` `

` `we have deposited ` `

``

``

` `

55


of ` `

` `

` `

` `

` ` ` `

` `

C

` `

` `

`` ` `

` `` `

` `

` `


56

various matters aggregating to ` `

` `

``

``

``

` `

``

` `protest and stay granted.

` ` ` `

` ` ` `

` `` `

` `` `

` `

` `

` `

` ` `demand of ` ` `

`` `

` `

57


` `

` `

` `

` `

``

`

` ` `

``

``

of the Company.

` `

``

pending for decision.

NOTE NO. - 28

` `

(ii) Other Matters ` `

NOTE NO. - 29


58

`

` ` `

deposited ̀

and the matter is sub-judice.

` `

``

`

`

protest of `

`

`

NOTE NO. - 30

`

NOTE NO. - 31

The Company has not deposited a sum of ` ` `

59


`

NOTE NO. - 32

`

`

NOTE NO. - 33

LOANS - SECURED

A. TERM LOANS

Banks and Financial Institutions

` `

` `

`` `

Lakhs).

`

`

`

`

` `

` `

` `

`


60

` `

` `

` `

` `

Security Clause for above Loans -

B. WORKING CAPITAL FACILITIES

Consortium of banks- ` `

NOTE NO. - 34

amounting to `

61


NOTE NO. - 35

(A) RAW MATERIAL CONSUMPTION (` in Lakhs) PARTICULARS 31st March, 2015

Quantity (MT) Value Quantity (MT)

Indigenous Limestone* 5,356,265 5,674.86

7,851 58.07 292,229 4,982.13 499,420 5,704.26

TOTAL 16,419.32

(B) SPARES AND COMPONENTS CONSUMED (` in Lakhs)

PARTICULARS 31st March, 2015 Value %

Imported 1,821.08 35.83 Indigenous 3,261.01 64.17 TOTAL 5,082.09 100.00

NOTE NO. - 36

MANAGERIAL REMUNERATION (` in Lakhs) PARTICULARS 31st March, 2015

110.57 21.05

TOTAL 131.62

NOTE NO. - 37

VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS (` in Lakhs)

PARTICULARS 31st March, 2015 7.95

1,429.38

TOTAL 1,437.33

NOTE NO. - 38

EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS) (` in Lakhs)


Interest 98.09 23.61

Others 28.36 TOTAL 150.07


62

NOTE NO. - 39

REMUNERATION TO AUDITORS (` in Lakhs) PARTICULARS 31st March, 2015

15.00 3.75

For other services 18.25 13.18

1.61 TOTAL 51.79

1.00 0.23 - 0.23

TOTAL 1.45

NOTE NO. - 40

` `

` `

NOTE NO. - 41

(` in Lakhs)

PARTICULARS 31st March, 2015 5,735.33

1.28 4.27

999.55 - -

Insurance 4.01 (9.14)

Depreciation 0.07 Interest - Term Loans -

0.22 -

6,735.59 59.48

6,676.11

NOTE NO. - 42

`

63


NOTE NO. - 43

(` in Lakhs) PARTICULARS 31st March, 2015

a)Depreciation 20,254.28 Total 20,254.28

b) (13,029.47)

Unabsorbed Depreciation and Business Loss (1,218.06)Total (14,247.53)

6,006.75 10,250.68 (4,243.93)

NOTE NO. - 44

NOTE NO. - 45

PURCHASE OF STOCK-IN-TRADE (` in Lakhs)


Cement 1.61 -

TOTAL 1.61

NOTE NO. - 46 a) Particulars of unhedged foreign currency exposure as at Balance Sheet date:

(` in Lakhs) PARTICULARS Currency 31st March, 2015

4,215.18

Outstanding Creditors for Machinery 8.22 DKK 69.06

0.10 -

108.93 -

-

b) The details of forward contracts outstanding at the year end are as follows :

As at Number of Contracts Currency Buy Amount Purpose

- - - -


64

NOTE NO. - 47

(` in Lakhs)

Particulars Holding Company stepdown

Associates

Fellow Subsidiary

Key Management

Enterprises where Key Management

Personnel has

Total

A. TRANSACTIONS Sale of Cement

- -

- -

- -

17.24 -

17.24 -

Sale of Traded Goods - - -

- - - - -

Interest Income on ICD Binani Industries Limited 12,753.87 -

- - -

- -

12,753.87

Issue of Preference Share Capital Binani Industries Limited 6,002.00

- - -

- -

- -

6,002.00 -

- -

- -

- -

132.20 132.20

- -

- -

- -

29.82 29.82

Promotion & Purchase of gift items, etc. -

- - 1,570.51

- 1,570.51

-

Promotion, etc. - -

- -

- -

5.85 -

5.85 -

contract - -

- -

- -

- -

--

--

--

44,185.34 44,185.34

Interest Expenses - - - - -

65


(` in Lakhs)


Associates

Fellow Subsidiary

Key Management


Personnel has

Total

Inter Corporate Deposit given (net) Binani Industries Limited - -

-

-

-

-

-

-

Purchases of Assets (at Cost) -

-

8.99 -

-

-

-

8.99

-

-

-

-

-

-

- -

BIL Infratech Ltd. - - 938.50 - 938.50

- - - Interest Income on Advance BIL Infratech Ltd. - - 400.00 - 400.00

- - - - - Directors Sitting Fees Mr. Braj Binani -

-

-

-

-

-

1.70 1.70

-

-

-

-

-

-

- -

-

-

- -

-

-

-

-

- - - - - - - -

Loans and Advances given - - - - - - - - - - - - - - - -

-

-

1.20 -

-

-

-

1.20

Binani Cement Factory Dubai LLC - - - - - - - -

NOTE NO. - 47 (Contd.)


66

(` in Lakhs)


Associates

Fellow Subsidiary

Key Management


Personnel has

Total

B. BALANCE AS ON 31.03.15ASSETS

- 18,415.25 - - 18,415.25 - -

- 45,015.69 - - 45,015.69 - - - - 35,688.38 - - 35,688.38 - - - - 6,797.53 - - 6,797.53 - - - - 5.00 - - 5.00 - - - - 5.00 - - 5.00 - - - - 3.18 - - 3.18 - - -

Loans and Advances BIL Infratech Ltd. - - - - -

- - - - 5,821.00 - - 5,821.00 - - - - 4,330.00 - - 4,330.00 - - - - - - 58.94 58.94 - - -

Other Current Assets

Binani Industries Ltd. 16,354.58 - - - 16,354.58 - - -

Inter Corporate Deposit given Binani Industries Ltd. 114,857.24 - - - 114,857.24

- - - LIABILITIESTrade Payables

- - - 5.73 5.73 - - - - - - - - 1,514.90 1,514.90 - - - - -


67


(` in Lakhs)


Associates

Fellow Subsidiary

Key Management


Personnel has

Total

- - - 1,644.51 1,644.51 - - -

Binani Industries Limited 1,980.81 - - - 1,980.81 - - -

- - - 2.70 2.70 - - -

Other Payables

- 3.25 - - 3.25 - - -

Binani Cement Factory Dubai LLC - 0.37 - - 0.37 - - -

(Figures in bracket pertain to previous year)

` ` ` ` `

`

e) Transactions where K



68

NOTE NO. - 48

Earning per share is calculated as follows:


` in Lakhs) (10,488.16)

188,601,274

188,601,274

`)

`) (5.56)

NOTE NO. - 49

EMPLOYEE BENEFITS

During the year the Company has recognised ` `

(` in Lakhs) PARTICULARS Gratuity Funded Leave Encashment Non-Funded

ILoss

31st March, 2015

31st March, 2015

92.23 31.42 Interest Cost 67.70 - -

- - - -

(52.84) - -

18.50 - -

- - - -

- - - - 8 125.58 31.42

allowance.

IISheet

31st March, 2015

31st March, 2015

750.02 263.54

487.28 - -

(262.74) - -

(262.74) (263.54)

69


(` in Lakhs) PARTICULARS Gratuity Funded Leave Encashment Non-Funded

III Change in obligation during the year 31st March, 2015

31st March, 2015

beginning of the year 727.14 232.12

92.23 31.42 Interest cost 67.70

- - - -

27.43 - - -

- - - -

21.43 8 (185.91)

end of the year 750.02 263.54

allowance.

IV Change in Assets during the Year Gratuity Funded 31st March,

2015 607.40

- -

- -

52.84 10.00

(185.91) 2.94

8 - -

487.28

V The major categories of plan assets as a percentage of total plan YES

VI Actuarial 8.00%8.00%

7%2%

` `

8.00%7%


70

NOTE NO. - 50

Operating Lease

a) Future Lease Rental payments

(` in Lakhs)


21.72

0.85

- -

` `

writing.

NOTE NO. - 51

``

received from the debtors.

NOTE NO. - 52

`

regard.

NOTE NO. - 53

NOTE NO. - 54

àmount of `

NOTE NO. - 55

71


NOTE NO. - 56

`` ` `

` ``

NOTE NO. - 57

investments of ` ` `

NOTE NO. - 58

`

NOTE NO. - 59

NOTE NO. - 60



Braj BinaniChairman



72

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 (` in Lakhs)


A. CASH FLOW FROM OPERATING ACTIVITIES

(14,732.09)

7,471.38

Interest and Finance Charges 35,325.16

97.82

(0.80)

(1.33) -

Interest Income (13,414.24)

1,282.79

16,028.69

Inventories 6,615.73

(16,129.97)

(29,638.06)

Cash Generated from Operations (23,123.61)

1,129.15

(21,994.46)

B. CASH FLOW FROM INVESTING ACTIVITIES

(2,123.98)

8.53

670.87

Inter Corporate Deposit (net) -

-

-

3,600.74

2,156.16

C. CASH FLOW FROM FINANCING ACTIVITIES

70,574.50

(4,830.96)

(1,434.88)

Inter Corporate Deposit (net) (1,015.16)

(4,805.60)

(871.31)

(35,352.13)

6,002.00 -

24,226.54

(26,261.21) -

26,231.79

73


(` in Lakhs) PARTICULARS 31st March, 2015

D. 6,393.49

E. CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 4,479.39

F. CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR 10,872.88

` L` L ` L ear ` L



Braj BinaniChairman


74

CONSOLIDATED FINANCIAL STATEMENTS

75


To, The Members of Binani Cement Limited

Report on the Consolidated Financial Statements

statements of BINANI CEMENT LIMITED (“the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries constitute ‘the Group’), comprising of the consolidated Balance

and Loss, the consolidated Cash Flow Statement for the year

and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors are responsible for

terms of the requirements of the Companies Act, 2013 (‘the

principles generally accepted in India, including the Accounting

Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the respective assets of the Companies included in the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of these

the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated

auditor’s judgment, including the assessment of the risks of

whether due to fraud or error. In making those risk assessments,

the Holding Company’s preparation and presentation of the

in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has in place an adequate

operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as

statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub paragraphs of the Other Matters paragraph

Opinion

Based on our audit and on consideration of individual audit

components as explained in point 2 of other matters below and

for remaining components as explained in point 1 and 3 of other matters below, in our opinion and to the best of our information and according to the explanations given to us, the aforesaid

by the Act in the manner so required and give true and fair view in conformity with the accounting policies generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2015;

(b) in the case of the Cthe loss for the year ended on that date; and

INDEPENDENT AUDITORS‘ REPORT


76

(c) in the case of the Consolidated Cash Flow Statement, of

Emphasis of Matters:

Without qualifying our opinion:

1. We draw attention to Note No. 47 to the consolidated

Competition Commission of India (CCI), concerning alleged contravention of the provisions of the Competition Act, 2002 and thereby imposed penalty of ` 16,732 Lakhs (excluding interest, if any) on the Holding Company. The Holding Company is advised by external legal counsel that it has a good case for the Competition Appellate Tribunal for setting aside the order passed by CCI, and accordingly no provision has been considered necessary by the Holding Company in this regard.

2. We draw attention to Note No. 28 to the consolidated

the orders; there is liability on the Holding Company for total Interest of ` 33,441.62 Lakhs as on 31.03.2015. The

Holding Company has paid ̀ 3,077.93 Lakhs under protest. The management is of the view it has a good case of getting waiver from the department for interest and hence provision of interest is not required.

3. With reference to the Note No. 27 to the consolidated

of ` 2,05,023.64 Lakhs issued by the Company to banks

Holding Company and fellow subsidiaries, which are

the year end. In the opinion of the management, these

Company.

Other Matters:

subsidiaries (including 3 step down subsidiaries), whose ` 3,00,233.60

Lakhs as at 31st March, 2015, total revenues of ̀ 60,380.90 ` 319.05 Lakhs for the

31st December, 2014 as per respective laws of the other country. However, the management has compiled these

2015 as per accounting policies of the Company and for the said purpose management approved accounts for the period from Jan 2015 to March 2015 have been considered.

total assets of ` 10,181.95 Lakhs as at 31st March, 2015, total revenue of `` 0.90 Lakhs for the year then ended, as considered in

audited by other auditors whose reports have been furnished to us by the management and our opinion on the

the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report of other auditors.

information of 3 foreign step down subsidiaries, whose ` 50.39 Lakhs

as at 31st March, 2015, having total revenue of ` 59.18 ` 12.15 Lakhs for the year

and have been furnished to us by the Management and

in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries

to the information and explanations given to us by the

information are not material to the Group.

our report on Other Legal and Regulatory Requirements

respect to our reliance on the work done and the reports

4. With reference to Short Term Loan (including interest receivable) given to Holding Company of ` 1,31,211.82 Lakhs, as per the Management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment of Holding Company in Equity Shares of Binani Cement Limited.

Report on other Legal and Regulatory Requirements

1. As required by ‘the Companies (Auditor’s Report) Order, 2015’(“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on the comments in the auditors’ report of the Holding Company and on the auditors’ reports issued

77


in accordance with the Order on subsidiary companies incorporated in India, we give in the Annexure a statement

Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid

by the Company so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated

Cash Flow Statement dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the

statements comply with the Accounting Standards

Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of

the Group companies, incorporated in India is

appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014; in our opinion and to the best of our information and according to the explanations given to us:

disclose the impact of pending litigations

Group as of March 31, 2015.

ii. The Group audits of Indian subsidiaries did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.

For Kanu Doshi AssociatesChartered Accountants Firm Registration Number: 104746W

Jayesh ParmarPartnerMembership No.45375

Place : MumbaiDate : 30th May, 2015


78

As stated in paragraph 1 of our report on ‘other Legal and Regulatory requirements’ in our Independent Auditor’s Report of

& 4 of the order includes 4 subsidiaries incorporated in India and is based on the comments in the respective Independent Auditor’s Report of Holding Company and its aforesaid subsidiary companies incorporated in India.

its aforesaid subsidiaries:

(a) The respective entities have generally maintained proper records showing full particulars including

the year by the Management of the respective entities in accordance with a regular programme

the auditors’ reports issued in accordance with the Order on the aforesaid subsidiaries, provides

reasonable intervals. According to the information and explanations given to us and based on the auditors’ reports issued in accordance with the Order on the aforesaid subsidiaries, no material

Two Subsidiaries incorporated in India do not have any tangible assets and hence the requirement of clause (i) of paragraph 3 of the said Order is not applicable to those subsidiaries.

(ii) In respect of the inventories of the Holding Company and its aforesaid subsidiaries:

Management during the year. In our opinion, the

followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies

compared to book records were not material.

All Subsidiaries incorporated in India do not have any inventory and hence the requirement of clause

(ii) of paragraph 3 of the said Order is not applicable to those subsidiaries.

(iii) As per information and explanations given to us and based on the auditors’ reports issued in accordance with the Order, the Holding Company and its aforesaid subsidiaries have not granted loan, secured or unsecured, to

maintained under Section 189 of the Companies Act, 2013. Accordingly, the sub-clause (a) and (b) of clause (iii) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us and based on the auditor’s reports of the aforesaid subsidiary companies incorporated in India, there is an adequate internal control system in respective entities commensurate with the size of the Company and the nature of its business, with regard to

goods and services. During the course of our audits and based on the auditor’s reports of the aforesaid subsidiary companies incorporated in India, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

Based on the auditors’ report issued in accordance with the Order of one subsidiary, the subsidiary has not carried any activities relating to purchase of inventory & Fixed assets and sale of goods and services, hence clause (iv) of said order is not applicable to that subsidiary.

(v) The Holding Company and its aforesaid subsidiaries have not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the

(vi) We have broadly reviewed the books of account maintained by the Holding Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 148 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

For all Subsidiaries incorporated in India, the Central Government has not prescribed maintenance of cost records under sub-section of (1) of section 148 of the Companies Act 2013.

(vii) (a) According to the information and explanations given to us and on the basis of records produced

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

79


before us and based on the auditors’ reports issued in accordance with the Order on the aforesaid subsidiaries, the Company and its aforesaid subsidiaries are generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. According to the information and explanations given

to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the records of the Company examined by us, the dues outstanding of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, entry tax, value added tax and cess on account of any dispute, are as follows:




Customs Act, 1962 Duty on DEPB licenses 6.77 2000-01 Commissioner of Customs, Kandla

Central Excise Act, 1944 Cenvat credit on welding electrodes

5.02 2006 to 2008 Commissioner (Appeals), Jaipur II

Central Excise Act, 1944 Cenvat credit on welding electrodes

3.11 2008 to 2010 Commissioner (Appeals), Jaipur II

Customs Act, 1962 Differential Custom Duty 30.61 2002-03 & 2003-04 Hon’ble High Court, Gujarat

Customs Act, 1962 Differential Custom Duty 42.16 2008-09 CESTAT, Ahmedabad

Customs Act, 1962 Differential Custom Duty 3,066.92 2011 to 2013 CESTAT, Ahmedabad

Central Excise Act, 1944 Excise Duty on Sale – Penalty

1.00 2006-07 & 2007-08 CESTAT, Delhi

Central Excise Act, 1944 Cenvat on Capital Goods 2.38 2009-10 & 2010-11 Hon’ble Rajasthan High Court, Jodhpur

Central Excise Act, 1944 Cenvat on Capital Goods 56.96 2007 to 2010 CESTAT, Delhi

Central Excise Act, 1944 Cenvat on Capital Goods 1.84 2011-12 CESTAT, Delhi

Central Excise Act, 1944 CENVAT Credit on Service Tax

65.37 2008 to 2010 CESTAT, Delhi

Central Excise Act, 1944 Penalty imposed on service tax

7.20 2007-08 CESTAT, Delhi

Central Excise Act, 1944 CENVAT Credit on Service Tax

565.63 2012 to 2014 CESTAT, Delhi

Rajasthan Sales Tax Act, 1994

Sales tax on freight and credit notes

70.21 1997-98 Hon’ble High Court, Jodhpur

Rajasthan Sales Tax Act, Difference amount of Central Sale Tax

60.52 2005 to 2007 Hon’ble High Court, Jodhpur


Sales Tax matters 0.50 2005-06 Hon’ble High Court, Jodhpur

UP tax on entry of goods 184.37 2003-04 to 2008-09 Various Appellate Authorities

UP tax on entry of goods 16.30 2009-10Commissioner (Appeals) Commercial Taxes, Ghaziabad

Penalty for Late deposit of UP VAT

8.64 2009-10 Commercial Taxes Tribunal, Ghaziabad

Penalty 0.15 2011-12 Additional Commissioner (Appeals) Commercial Taxes, Ghaziabad


80




Penalty 0.30 2013-14 Additional Commissioner (Appeals) Commercial Taxes, Ghaziabad

UP VAT Act, 2008 UP VAT demand 3.29 2008-09 Additional Commissioner (Appeals), Ghaziabad

UP VAT Act, 2008 UP VAT demand 2.41 2009-10 Commercial Tax Tribunal, GhaziabadUP VAT Act, 2008 UP VAT demand 1.70 2010-11 Commercial Tax Tribunal, GhaziabadUP VAT Act, 2008 Late deposit of UP VAT 56.63 2013-14 Additional Commissioner (Appeals),

GhaziabadUP VAT Act, 2008 Late deposit of UP VAT 23.49 2013-14 Additional Commissioner (Appeals),

GhaziabadDelhi VAT Act, 2004 Late deposit of Delhi VAT 36.08 2013-14 Appellate Authority, Department of

Trade & Taxes, Govt. of NCT of DelhiDelhi VAT Act, 2004 Late deposit of Delhi VAT 4.88 2014-15 Appellate Authority, Department of

Trade & Taxes, Govt. of NCT of DelhiRajathan Tax on Entry of Goods into Local Area Act, 1999

Entry Tax 2,674.48 2006-07 to 2014-15 Hon’ble Rajasthan High Court

Rajasthan Finance Act, 2006

M R Cess 2,814.45 2008-09 to 2014-15 Hon’ble High Court, Jodhpur


Sales Tax Exemption 21,432.18 1998-99 to 2005-06 Hon’ble High Court, Jodhpur

Rajathan Value Added Tax Act, 2006

9,968.94 2007-08 to 2011-12Commercial Taxes Department, Jaipur


3,257.56 2006-07 to 2007-08 Hon’ble High Court, Jodhpur


Sales Tax matters-ITC 63.89 2007-08 to 2010-11 Hon’ble Rajasthan Tax Board, Ajmer


Sales Tax matters-ITC 233.29 2006-07 Hon’ble Rajasthan High Court, Jodhpur

Income Tax Act, 1961 Income Tax Matters 3,533.04 2010-11 & 2011-12 Commissioner of Income Tax (Appeals)

Rajasthan Finance Act, 2006

Land Tax 1,753.50 2006-07 to 2012-13 Hon’ble High Court, Jaipur

Competition Act, 2002 Penalty 16,732.00 2012 CompAT

Based on the auditors’ report issued in accordance with the Order of all aforesaid subsidiaries, there are no dues related to any taxes or duty which have not been deposited on account if any dispute.

(c) There are no amounts required to be transferred by the Company and its aforesaid subsidiaries to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

(viii) The Group does not have consolidated accumulated losses

covered by our audit and in the immediately preceding

(ix) According to the records of the Holding Company examined by us and information and explanation given to us, the Holding Company has defaulted in repayment of

Sheet date:

Principal Amount (` in Lakhs)

Interest Amount (` in Lakhs)

Remark

3,728.08 6,589.05 Term Loan- 146.22 Working Capital

Loan

81


Based on the auditors’ report of aforesaid subsidiaries incorporated in India, all subsidiaries have not taken any

holders during the year and there are no dues to them as at the balance sheet date.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Holding Company, for loans taken

year, are not prima facie prejudicial to the interest of the Company.

Based on the auditors’ report of aforesaid subsidiaries incorporated in India, all subsidiaries have not given any

institution during the year.

(xi) In our opinion and according to the information and explanations given to us, the term loans availed by the Holding Company were, prima facie, applied for the purpose for which the loans were raised, other than temporary deployment in deposits with banks, pending application of those loans.

Based on the auditors’ report of aforesaid subsidiaries incorporated in India, all subsidiaries have not taken any term loan during the year.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us and based on the auditor’s report of aforesaid subsidiary companies incorporated in India, no material fraud on the Holding Company and its aforesaid subsidiary companies incorporated in India has been noticed or reported during the year, nor have we been informed of any such case by the Management.

For Kanu Doshi AssociatesChartered Accountants Firm Registration Number: 104746W

Jayesh ParmarPartnerMembership No.45375

Place : MumbaiDate : 30th May, 2015


82

As per our attached report of even date For and on behalf of the Board of DirectorsFor Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Braj Binani

Chairman

Jayesh ParmarPartner Membership No.45375

Amit Kumar GuptaCompany Secretary

Jotirmoy GhoseManaging Director

Place : Mumbai Date : 30th May, 2015


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015 (` in Lakhs)

PARTICULARS Note No. 31st March, 2015 31st March, 2014 EQUITY AND LIABILITIESSHAREHOLDERS' FUNDS(a) Share Capital 1 24,862.38 18,860.38 (b) Reserves and Surplus 2 28,705.76 39,928.32

53,568.14 58,788.70 MINORITY INTEREST 3,456.38 3,696.21 NON-CURRENT LIABILITIES(a) Long-Term Borrowings 3 286,471.05 215,097.64 (b) Deferred Tax Liabilities (net) 6,006.75 10,250.68 (c) Other Long Term Liabilities 4 3,225.45 4,096.76 (d) Long Term Provisions 5 633.47 485.66

296,336.72 229,930.74 CURRENT LIABILITIES(a) Short-Term Borrowings 6 18,608.77 25,304.99 (b) Trade Payables 7 56,645.83 64,460.46 (c) Other Current Liabilities 8 84,921.24 109,852.13 (d) Short-Term Provisions 9 316.84 169.63

160,492.68 199,787.21 TOTAL 513,853.92 492,202.86

ASSETSNON-CURRENT ASSETS(a) Fixed Assets (i) Tangible Assets 10 200,434.06 207,925.05 (ii) Intangible Assets 10 59,978.53 57,475.03 (iii) Capital Work-in-Progress 23,945.82 22,591.65 (iv) Intangible Assets Under Development - 8.99 (b) Long Term Loans and Advances 11 20,428.36 26,172.86 (c) Other non-current assets 12 17.48 -

304,804.25 314,173.58 CURRENT ASSETS(a) Inventories 13 25,035.72 31,706.16 (b) Trade Receivables 14 25,059.21 6,769.63 (c) Cash and Bank Balances 15 13,779.99 7,056.20 (d) Short-term Loans and Advances 16 126,004.17 124,614.92 (e) Other Current Assets 17 19,170.58 7,882.37

209,049.67 178,029.28 TOTAL 513,853.92 492,202.86

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 25

83


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR YEAR ENDED 31ST MARCH, 2015

(` in Lakhs)

PARTICULARS Note No. 31st March, 2015 31st March, 2014

INCOME

Revenue from Operations (Gross) 18 255,598.89 274,477.19

Less : Excise Duty 26,154.24 26,859.72

Revenue from Operations (Net) 229,444.65 247,617.47

Other Income 19 14,312.66 11,957.26

Total Revenue 243,757.31 259,574.73

EXPENSES

Cost of Materials Consumed 20 44,870.40 52,650.08

Purchase of Stock-in-Trade 527.08 7,298.70

Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 1,951.64 (7,274.24)

21 9,411.17 9,811.39

Finance Costs 22 39,299.75 31,251.44

Depreciation and Amortization Expense 13,495.03 16,557.60

Other Expenses 23 152,622.79 168,504.07

Total Expenses 262,177.86 278,799.04

tax (18,420.55) (19,224.31)

Less - Exceptional Items 50 & 51 1,282.79 15,278.46

(19,703.34) (34,502.77)

Tax Expense:

Less -Current Tax 105.63 21.90

Less -Tax of Earlier Years 31.31 384.83

Less -Deferred Tax (net) 37 (4,243.93) (9,622.62)

(15,596.35) (25,286.88)

Minority Interest (426.69) (370.24)

(15,169.66) (24,916.64)

Earning Per Equity Share (in `) 45

Basic (8.04) (13.21)

Diluted (8.04) (13.21)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 25


Chairman







84

NOTE NO. - 1SHARE CAPITAL (` in Lakhs)

PARTICULARS 31st March, 2015 31st March, 2014

Authorised 303,899,600 Equity Shares (Previous Year 423,899,600) of ` 30,389.96 42,389.96 12,000,000 Preference Shares (Previous Year nil) of ` 12,000.00 -

42,389.96 42,389.96

Issued, Subscribed and Paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 18,860.13 18,860.13 Add: Amount paid up on forfeited Shares 0.25 0.25

Sub-total 18,860.38 18,860.38 6,002,000 (Previous Year nil) 0.01 % Non-cumulative redeemable Preference Shares of èach fully paid-up

6,002.00 -

TOTAL 24,862.38 18,860.38

1.1 Reconciliation of number of equity shares outstanding at the beginning and at the end of the year

Equity Shares :

Equity Shares No. of shares ` in Lakhs No. of shares ` in Lakhs

At the beginning of the year 188,601,274 18,860.13 188,601,274.00 18,860.13

Add: Issued During the year - - - -

Outstanding at the end of the year 188,601,274 18,860.13 188,601,274.00 18,860.13

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity share entitled to one vote per share. The Company declares and pays dividends in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1.3 18,56,49,464 - 98.43 % (Previous Year 18,56,49,464 - 98.43 %) Equity Shares of ̀- Binani Industries Limited and its nominees.

1.4

1.5 Reconciliation of number of 0.01 % Non-cumulative redeemable Preference shares outstanding at the beginning and at the end of the year

Particulars No. of shares (` in Lakhs) No. of shares (` in Lakhs)

At the beginning of the year - - - -

Add: Issued During the year 6,002,000 6,002.00 - -

Outstanding at the end of the year 6,002,000 6,002.00 - -

Holder of the Shares shall be entitled to dividend @ 0.01 % per annum from the date of allotment.

Non-participating and carry a preferential right vis-à-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

85


Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier.

1.7 6,002,000 - 100 % (Previous year nil) 0.01 % Non-cumulative redeemable Preference Shares of ̀holding Company - Binani Industries Limited.

1.8 6,002,000 - 0.01 % Non-Cumulative Redeemable Preference Shares of ` 100 each, fully paid up, have been issued and allotted, for cash at Par, to Binani Industries Limited in the Financial Year 2014-15.

NOTE NO. - 2

RESERVES & SURPLUS (` in Lakhs)


Capital Redemption Reserve Opening Balance 1,450.00 1,450.00

- -

1,450.00 1,450.00

General Reserve Opening Balance 7,843.00 7,843.00

- -

7,843.00 7,843.00

Foreign Currency Translation ReserveOpening Balance 28,358.92 17,929.49 Add : Exchange Difference during the year on net Investment in non integral foreign operations 4,934.78 10,429.43

33,293.70 28,358.92

Opening Balance 2,276.40 27,193.04

(15,169.66) (24,916.64)

(12,893.26) 2,276.40 Excess depreciation charged to retained earnings as per the transitional provision of schedule II of Companies Act, 2013 (987.68) -

(13,880.94) 2,276.40 TOTAL 28,705.76 39,928.32

NOTE NO. - 3

LONG TERM BORROWINGS (` in Lakhs)


Term Loans

From Bank

Secured 242,006.61 177,097.64

Financial Institutions

Secured 44,464.44 38,000.00

TOTAL 286,471.05 215,097.64



86

NOTE NO. - 4

OTHER LONG TERM LIABILITIES (` in Lakhs)


Other Payable Trade Deposits 3,225.45 4,096.76 TOTAL 3,225.45 4,096.76

NOTE NO. - 5

LONG TERM PROVISIONS (` in Lakhs)


Gratuity (unfunded) 250.62 222.91 Leave Encashment (unfunded) 382.06 262.20 Other Retirement Obligations 0.79 0.55 TOTAL 633.47 485.66

NOTE NO. - 6

SHORT TERM BORROWINGS (` in Lakhs)


Short term Loans

Loan Repayable on Demand

From Bank

Secured 12,528.79 16,358.55

Other Loans

Secured - 2,034.67

Unsecured 6,079.98 6,911.77

6,079.98 8,946.44

TOTAL 18,608.77 25,304.99

NOTE NO. - 7

TRADE PAYABLE (` in Lakhs)


Trade Payables for Goods 41,714.35 41,919.86

Trade Payables for Services 14,931.48 22,540.60

TOTAL 56,645.83 64,460.46


87


NOTE NO. - 8

OTHER CURRENT LIABILITIES (` in Lakhs)


Current maturities of Long term debt 35,418.35 48,849.38

Interest accrued but not due on borrowings 1,697.21 545.12

6,894.32 5,542.75

Unpaid dividends 16.30 19.06

Advance from Customers 5,307.70 7,946.30

Other Liabilities ( Includes Statutory Liabilities & Payable for Capex) 35,587.36 46,949.52

TOTAL 84,921.24 109,852.13

NOTE NO. - 9SHORT TERM PROVISIONS (` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014

For Gratuity 178.28 128.74 For Leave Encashment 38.08 36.10

216.36 164.84

OthersFor Current Tax (net) 100.12 3.94 For Others 0.36 0.85

100.48 4.79

TOTAL 316.84 169.63



88

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89


NOTE NO. - 11

LONG TERM LOANS AND ADVANCES (` in Lakhs)


Unsecured considered good

Capital Advances 13,823.65 18,306.33

Security Deposits 525.29 669.21

Others ( include Advance Tax, MAT Credit )

Advance Tax Including Tax deducted at Source (net) 1,716.47 2,845.63

Mat Credit Entitlement 3,877.99 3,877.99

Advances recoverable in cash or in kind 484.96 473.70

TOTAL 20,428.36 26,172.86

NOTE NO. - 12

OTHER NON-CURRENT ASSETS (` in Lakhs)


Other Bank Balances

Deposit Accounts (original maturity of more than 12 months) (in margin Accounts) 17.48 -

TOTAL 17.48 -

NOTE NO. - 13

INVENTORIES (` in Lakhs)


Raw Material and Packing Material 4,301.84 5,930.91

Work - in - Process 81.10 20.71

Finished Goods 11,372.73 13,552.69

Stock in Transit 9.98 12.55

Stores and Spares parts and Fuel 8,988.68 12,155.94

Stores and Spares parts and Fuel- in transit 267.14 15.96

Loose Tools 14.25 17.40

TOTAL 25,035.72 31,706.16



90

NOTE NO. - 14TRADE RECEIVABLES (` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014

Trade receivables outstanding for a period less than six months from the date they are due for paymentUnsecured, considered good 21,703.80 6,769.63

Trade receivables outstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered good 3,355.41 -

TOTAL 25,059.21 6,769.63

NOTE NO. - 15CASH & BANK BALANCES (` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014

Cash and Cash EquivalentBalances with Banks : Current Accounts 5,530.26 1,901.73 Deposit Accounts 905.29 1,176.86 Cheques, drafts on hand 1,818.79 402.08 Cash on hand 43.97 40.35

8,298.31 3,521.02

Other Bank Balances Dividend Accounts 16.36 19.12 Bank Deposits with more than three months but less than 12 months 1.76 - Bank Deposits with more than three months but less than 12 months (in Margin Money) 5,463.56 3,516.06

5,481.68 3,535.18

TOTAL 13,779.99 7,056.20

NOTE NO. - 16SHORT TERM LOANS AND ADVANCES (` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014

Loans and advances to related parties (Unsecured considered good)Due from Fellow Subsidiary Companies 1,001.67 956.97 Due from Holding Company 114,857.24 114,857.24

115,858.91 115,814.21

Others (Unsecured considered good) Advances recoverable in cash or in kind 7,494.27 3,614.33 Advance Tax Including Tax deducted at Source 0.03 31.41 Balance with Statutory and Government Authorities 2,650.96 5,154.97

10,145.26 8,800.71

TOTAL 126,004.17 124,614.92


91


NOTE NO. - 17

OTHER CURRENT ASSETS (` in Lakhs)


Interest Receivable 16,685.78 3,853.14

Assets held for disposal 25.00 31.31

Derivative Assets - 98.26

Note receivable 762.92 2,955.60

Others 1,696.88 944.06

TOTAL 19,170.58 7,882.37

NOTE NO. - 18

REVENUE FROM OPERATIONS (` in Lakhs)


Cement 212,645.14 222,837.46

Clinker 33,558.20 41,915.88

GGBFS 8,334.24 8,669.93

Ready Mix Concrete - 115.47

Services - 1.48

254,537.57 273,540.21

Other operating revenues 1,061.32 936.98

TOTAL 255,598.89 274,477.19

NOTE NO. - 19



Interest Income 13,549.43 11,513.85

Dividend Income 1.33 -

Other Miscellaneous Income 761.90 443.41

TOTAL 14,312.66 11,957.26



92

NOTE NO. - 20

COST OF MATERIALS CONSUMED (` in Lakhs)


Limestone 9,019.60 9,275.74

Clinker 9,192.34 10,780.80

Cement - 89.73

Gypsum 5,503.71 5,721.27

Fly Ash 6,048.30 10,600.10

Others 6,729.84 6,476.87

Packing Materials 8,376.61 9,705.57

TOTAL 44,870.40 52,650.08

NOTE NO. - 21

EMPLOYEE BENEFIT EXPENSE (` in Lakhs)


Salaries and Wages 7,850.97 8,404.17

Contribution to Provident and other Funds 486.93 437.45

Workmen and Staff Welfare Expenses 1,073.27 969.77

TOTAL 9,411.17 9,811.39

NOTE NO. - 22

FINANCE COSTS (` in Lakhs)


Interest expenses 38,130.14 29,175.97

Other borrowing costs 1,170.83 1,914.86

(1.22) 160.61

TOTAL 39,299.75 31,251.44


93


NOTE NO. - 23

OTHER EXPENSES (` in Lakhs)


Power & Fuel 74,236.98 81,587.49

Freight and Loading Expenses on Clinker Transfer 4,078.71 4,388.72

Consumption of Stores and Spares 7,028.12 7,714.59

Repairs and Maintenance

Buildings 90.20 182.78

Plant and Machinery 1,830.75 1,833.47

Others 184.34 195.52

Other Operating Expenses 2,282.18 2,254.40

Rent 581.35 630.85

Insurance 595.95 797.08

Rates and Taxes 307.91 479.88

Advertisement and Sales Promotion 1,857.87 824.59

Directors Fee 11.44 15.39

Freight & Forwarding 47,070.53 47,975.74

392.20 1,877.82

Royalty on Trade mark 3,422.61 5,500.52

Bad Debts written off - 157.12

Commission 2,350.72 3,340.96

- 26.38

Management Services Fee 1,240.00 3,886.50

Miscellaneous Expenses 5,060.93 4,834.27

TOTAL 152,622.79 168,504.07



94

NOTE NO. - 24

CORPORATE INFORMATION

Binani Cement Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956.

NOTE NO. - 25

SIGNIFICANT ACCOUNTING POLICIES

(i) BASIS OF ACCOUNTING

(Accounts) Rules, 2014. The Financial Statements have been prepared on accrual basis and under the historical cost convention.

(ii) BASIS OF PREPARATION

together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

AS-27 -”Financial Reporting of Interests in Joint Ventures”.

as possible, except as provided under para 25(iv) (e), 25(iv) (f), 25(vi) (b), 25 (viii) (f),25 (viii) (g), 25(xii) (b), 25 (xiii) (d), 25(xv), and 25 (xvi) (b).

rate. Income and expense items are translated at exchange rates at an average rates and all resulting exchange differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment.

income of the group in order to arrive at the net income attributable to shareholders of the Company.

Statement separate from liabilities and the equity of the Company’s shareholders.

(iii) USE OF ESTIMATES

management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities on the

estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amount of assets or liabilities in future periods.

(iv) REVENUE RECOGNITION

a) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincides with dispatch of products to customers and Export sales are accounted for on the basis of dates of Bill of Lading. Sales are net of Rebate & Discount.

UNFCCC after execution of agreement with the buyer.

d) Dividend income on investments is accounted for when the right to receive the payment is established. Interest income is recognised on accrual basis.

e) In case of Binani Cement Factory LLC (BCF LLC) & its subsidiaries, revenue from sale of goods is recognized when goods are delivered and title has passed, and the Company has no managerial involvement or control over the goods sold.


95


f) In case of Binani Cement Factory LLC (BCF LLC), interest income is recognized on effective yield basis.

g) Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

h) Income from service are recognized on accrual basis.

(v) ACCOUNTING OF CLAIMS

a) Claims receivable are accounted for at the time when reasonable certainty of receipt is established. Claims payable are accounted for at the time of acceptance.

b) Claims raised by Government Authorities regarding taxes and duties, are accounted for based on the merits of each claim. If same is disputed by the Company, these are shown as ‘Contingent Liabilities’.

(vi) TANGIBLE FIXED ASSETS

a) Fixed Assets are stated at cost, net of Cenvat less accumulated depreciation and impairment loss (if any). Cost includes trial

grants received, if any.

b) In case of SBRCC, Fixed Assets include assets related to the operation of the Company having useful life over one year. Fixed assets also include equipment other than the main production equipment with individual values of over RMB 2,000 equivalent to `

(vii) INTANGIBLE ASSETS

Intangible Assets are stated at cost of acquisition less accumulated amortisation and impairment loss, if any.

(viii) DEPRECIATION AND AMORTISATION

a) Depreciation on Plant & Machinery is provided on Straight Line Method and other Fixed Assets on Written Down Value Method in the manner prescribed under schedule II of the Companies Act, 2013 including assets constructed on land not owned by the Company. Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly.

b) In case of Binani Cement Ltd ( BCL) the total expenditure on mine exploration and development is amortized in the ratio of ore extracted to the total estimated exploitable reserves.

c) Leasehold Land is amortised on straight-line basis over the period of lease.

d) Mobile phones are charged to revenue considering their useful life to be less than one year.

assets is provided for on SLM basis over the estimated useful life at rates permissible under applicable local laws.

g) In Case of Binani Cement Factory (BCFLLC) cost of each assets is depreciated over the estimated useful lives on straight line basis except in respect of Plant and Machinery (Main) where the method of depreciation is unit of production method.

h) Intangible assets are amortised equally over the useful life and goodwill on consolidation is not amortised.

(ix) IMPAIRMENT OF ASSETS

At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment

earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount.

(x) VALUATION OF INVENTORIES

a) Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares are valued at lower of moving weighted

basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials


96

and expected to be sold at or above cost.

b) Finished Goods and Work – in – process are valued at lower of weighted average cost and net realisable value. Cost for this

c) In case of Binani Cement Factory LLC (BCFLLC), Dubai, Stock are valued at the lower of the cost or net realisable value. Raw materials comprising of clinker & slag and packing materials are valued at cost using the First in First out (FIFO) method.

costs of purchase and related production overheads based on normal operating capacity. Net realisable value is based on estimated selling price in the ordinary course of business, less any further costs expected to be incurred upto disposal.

(xi) INVESTMENTS

temporary, in the value of such investments. Current Investments are carried at lower of cost and fair value.

(xii) FOREIGN EXCHANGE TRANSACTIONS

a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in

items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment.

b) In case of SBRCC, the accounting of foreign exchange transaction is as follows:

Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange

transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into RMB at the stipulated exchange rates at the balance sheet date. Exchange differences arising from these

operating period, which are recorded as long-term prepaid expenses.

(xiii) EMPLOYEE BENEFITS

a)

b)

Company’s Liabilities towards gratuity and leave encashment are determined using the projected unit credit method as

compensated absences are provided for based on actuarial valuation.

c)

employees renders the related services.

d)

Labour Law regulations and is based on current remuneration and cumulative period of service at the reporting date.

In case of BCF LLC’s Subsidiaries and PT Anggana Energy Resources, the provision for liability is provided in accordance with laws of country in which the Company is operating.

In case of BCL, the company has not considered any provision towards the employee loyalty program as the same is being accounted on paid basis.

97


(xiv) BORROWING COSTS

Borrowing costs, which are directly attributable to acquisition, construction or production of a qualifying asset, are capitalised as a part of the cost of the asset. Other borrowing costs are recognised as expenses in the period in which they are incurred.

(xv) STATUTORY RESERVE

the UAE Commercial Companies Law No.8 of 1984, as amended. The Company can discontinue such annual transfers when the reserve totals 50 % of the paid up share capital. The reserve is not available for distribution except as provided in the Federal Law.

(xvi) INCOME TAXES

a) Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting Standard 22 on “Accounting For Taxes on Income”, issued by the ICAI. Current tax is measured at the amount

current period timing differences between taxable income and accounting income for the period and reversal of timing

realise the same.

with laws of country in which the Company is operating.

c) Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that

be recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said

the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is

Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the

are neither recognized nor disclosed in the accounts.

(xviii) SEGMENT REPORTING POLICIES

Company operate.

(xix) OPERATING LEASE

(xx) EARNING PER SHARE

weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share,

the year are adjusted for the effects of all dilutive potential equity shares.

(xxi) EXPENDITURE DURING CONSTRUCTION PERIOD

For Binani Cement Ltd in case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised.


98

(xxii) CASH & CASH EQUIVALENTS

Cash & cash equivalent for the purpose of Cash Flow Statement comprise cash on hand and at bank in current accounts and deposit accounts with maturity less than 3 months.

(xxiii) PRINCIPLES OF CONSOLIDATION

Subsidiaries and step down subsidiaries considered for consolidation :

overseas step down subsidiaries:

Name of company Relation with Holding Company

Country of Incorporation

% of Share Holding Period considered for

consolidation Krishna Holdings Pte Ltd.( KHL)

Subsidiary of BCL Singapore 100 % April'14 - March'15

Murari Holdings Limited -(MUHL)

-do- British Virgin Islands 100 % April'14 - March'15

Mukundan Holdings Ltd.( MHL)

-do- British Virgin Islands 100 % April'14 - March'15

Swiss Merchandise Infrastructure Ltd.

-do- India 100 % April'14 - March'15

Merit Plaza Ltd. -do- India 100 % April'14 - March'15 Binani Readymix Concrete Limited (RMC)


Binani Energy Private Ltd.


Bhumi Resources (Singapore ) PTE Ltd

-do- Singapore 100 % April'14 - March'15

PT Anggana Energy Resources

Step-down Subsidiary of BCL (Subsidiary

of Bhumi Resources (Singapore) Pte Ltd).

Indonesia 100 % April'14 - March'15

Shandong Binani Rong'an Cement Company Ltd.(SBRCC)

Step-down Subsidiary of BCL (Subsidiary of

KHL)

China 90 % April'14 - March'15

Binani Cement Factory LLC. (BCF)

Step-down Subsidiary of BCL (Subsidiary of

MHL & MUHL)

United Arab Emirates 100 % April'14 - March'15

BC Tradelink Limited -do- Tanzania 100 % April'14 - March'15 Binani Cement Tanzania Ltd.

-do- Tanzania 100 % April'14 - March'15

Binani Cement (Uganda) Ltd *

-do- Uganda 100 % April'14 - March'15

i) The excess of cost of investment in the Subsidiary Companies over the Company’s portion of equity of the subsidiary at the

the Subsidiary over the cost of the investment therein is treated as Capital Reserve.

*The company is under liquidation during the year.

99


NOTE NO. - 26

ESTIMATED AMOUNTS OF CONTRACTS AND COMMITMENTS REMAINING TO BE EXECUTED AND NOT PROVIDED FOR (NET OF ADVANCES)

(` in Lakhs)PARTICULARS 31st March 2015 31st March 2014 The estimated amount of contracts and commitments remaining to be executed on capital account not provided for

41,019.53 40,596.77

NOTE NO. - 27

CONTINGENT LIABILITY (` in Lakhs)PARTICULARS 31st March 2015 31st March 2014 a) Claims against the Companies not acknowledged as debts in respect of various Tax

matters 10,941.22 11,024.88

b) Claims against the Companies not acknowledged as debts in respect of other matters 7.89 17.11 c) Guarantees given by Banks 414.08 546.95 d) Corporate Guarantees given to Bank for Loans to Holding Company & Fellow

Subsidiaries 205,023.64 168,420.60

e) Letter of Credit opened by Banks 2,468.20 2,352.60

NOTE NO. - 28

The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25 % incentive was allowed by State Level Screening Committee, but pursuant to order of Rajasthan Tax Board, 75 % incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto 31st

of Rajasthan Tax Board, which allowed the Company to avail 75 % sales tax incentive. The Hon’ble High Court has dismissed the revision

Hon’ble Supreme Court has decided the case against the Company. As per order, the Company is eligible for 25 % sales tax incentive for 7 years only. After decision of Hon’ble Supreme Court, the assessing authority passed revised assessment orders and raised demand notices for the year 1998-99 to 2007-08 amounting ̀ 41,421.55 Lakhs (` 16,731.80 Lakhs towards tax & ̀ 24,689.75 Lakhs towards interest). The Company has accepted the principal tax liability and already made provision towards the tax amount in the books as on 31.03.2014.

Commissioner, Commercial Taxes Department, Jaipur. The Commissioner, Commercial Taxes Department, Rajasthan has decided the applications and granted 10 installments to make complete payment of principle tax dues by 08.10.2015. Till 31.03.2015, the Company has deposited `4,304 Lakhs in compliance of orders passed by the Commissioner, Commercial Taxes Department, Rajasthan. The application for waiver of interest for subjudiced period was rejected and the Commissioner has granted 16 installments to pay the interest amount by

and the matter is sub-judice.

On introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f 1st April, 2006 under which 75 % of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred. The Company has paid ` 2,378.65 Lakhs during 2012-13 & 2013-14.

The Company was eligible for EFCI of ` 48,849.53 Lakhs based on applicable guidelines under the Incentive Scheme, but the amount sanctioned by SLSC was ` 28,047.61 Lakhs against which writ petition was pending with the Hon’ble Rajasthan High Court. The Company

disposed by Hon’ble High court, Jaipur against the Company, which was challenged by the Company in Hon’ble Supreme Court. But, the same was also decided against the Company.


100

After disposal of matter by Hon’ble Supreme Court, Commercial Taxes Deptt. has issued demand notice of ` 17,302 Lakhs for the period 30th April, 2008 to 31st August, 2011. Against this principal tax liability, Company has been made complete tax payment up to 31.03.2015. The Commercial Taxes Deptt. has also raised demand of interest amounting ` 3,077.93 Lakhs, for which application for waiver of interest

protest of ` 3,077.93 Lakhs in 2014-15.

The Commercial Taxes Deptt. has also raised demand of interest amounting to ` 5,673.94 Lakhs, for which application for waiver of

` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. The matter is pending for decision.

NOTE NO. - 29

The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. amounting to ` (271.19) Lakhs is shown under Changes in inventories

NOTE NO. - 30

The Company has not deposited a sum of ` 2,187.89 Lakhs (Previous Year ` 2,030.33 Lakhs) net of ` 723.76 Lakhs paid under protest (Previous Year 723.76 Lakhs) shown as current liability in note no. 8, on account of entry tax on goods under the Rajasthan Tax on Entry

on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Deptt., Pali for notice issued under section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50 % of amount assessed and submit Solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of ` 723.76 Lakhs being 50 % of assessed tax was deposited by the Company under protest and also submitted solvent security for the balance amount.

NOTE NO. - 31

Rajasthan Govt. on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices of ` 38.43 Lakhs in respect of sale of cement @6 % CST for the period 27.09.2005 onwards. The matter was challenged by us in Hon’ble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against submission of bank guarantee for the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank guarantees of ` 60.52 Lakhs to the Assessing Authority, Commercial Taxes Deptt., Pali.

NOTE NO. - 32

LOANS- SECURED

I BINANI CEMENT LIMITED

A. TERM LOANS

Banks and Financial Institutions

` Nil (Previous Year ` 414.72 Lakhs).

Security - refer note 1 below. Loan repaid in full during Financial Year 2014-15.

101


b) Consortium of Banks and Financial Institutions - Term Loans of ̀ 192,965.20 Lakhs (Previous Year ̀ 192,991.31 Lakhs). Security - refer note 2 below.

Term loans repayable in 32 quarterly installments beginning from June 30th 2016. There is delay in payment of interest ` 388.86 Lakhs from 1 day to one month.

c) Consortium of Banks and Financial Institutions - Workin Capital Term Loans of ` 31,958.83 Lakhs (Previous Year ` 2,034.67 Lakhs). Security - refer note 2 below.

Term loans repayable in 32 quarterly installments beginning from June 30th 2016.

There is delay in payment of interest ` 44.76 Lakhs for one day to two months.”

d) Consortium of Banks and Financial Institutions - Funded Interest Term Loans of ̀ 22,615.68 Lakhs (Previous Year Nil). Security - refer note 2 below.


There is delay in payment of interest ` 2.70 Lakhs for one day to two months.

e) Consortium of Banks and Financial Institutions - Term Loan for Sale Tax of ` 14,069.38 Lakhs (Previous Year Nil). Security - refer note 2 below.


f) Syndicate Bank - Term Loan of ` 571.36 Lakhs (Previous Year ` 1,718.84 Lakhs). Security - refer note 3 below.

Loan repayable in 14 equal quarterly installments commencing from December’11.There is delay in repayment of loan amounting to ` 571.36 Lakhs for one day to three months and interest ` 301.76 Lakhs for one day to sixteen months.

g) Syndicate Bank - Term Loan of ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs). Security - refer note 4 below.

Loan repayable in 8 equal quarterly installments commencing from June 2015.

There is delay in payment of interest `

h) Syndicate Bank - Term Loan of ` 7,187.97 Lakhs (Previous Year ` 8,500 Lakhs). Security - refer note 5 below.

Loan repayable in 5 yearly installments commencing from November 2012.

There is delay in repayment of loan amounting to ` 2,687.97 Lakhs for 494 days to 129 days and interest ` 1,459.89

i) Syndicate Bank -Term Loan of ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs). Security - refer note 6 below.

Loan repayable in 7 yearly installments commencing from 31st March, 2015.

There is delay in repayment of loan amounting to ` 468.75 Lakhs for one day and interest ` 1,461.19 Lakhs for one day to sixteen months.

Security Clause for above Loans -

charge on Trust and Retention account and (c) Corporate Guarantee of Binani Industries Limited (BIL).

charge on Current Assets of the Company;. (b) Personal Guarantee of a promoter Director; (c) Pledge of 42.55 %, being

Capital Lenders;. (d) Pledge of 51.28 %, being 15,175,804 Equity Shares of Binani Industries Limited (BIL) held by its

brand “BINANI” on pari passu basis along with Working Capital Lenders.

Binanigram, Pindwara, Sirohi, Rajasthan and (b) First pari passu charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

4 Secured by (a) First pari passu charge on Fixed Assets of the Company (b) Post dated cheques for payment of principal & Interest and (c) Personal Guarantee of a Promoter Director.


102

c) Corporate Guarantee of Binani Industries Limited.

As per clause 4.3.6 of the RBI circular dated February 26, 2014 on the Guidelines on Joint Lenders Forum (JLF) and Corrective Action Plan (CAP) ‘‘Restructuring cases will be taken up by the JLF only in respect of assets reported as standard, SMA or

books of at least 90 % of creditors (by value), the account may then be considered under JLF for restructuring’’.

Syndicate Bank has already signed Master Joint Lenders Forum Agreement on 12-6-2014, agreed for restructure of account as per CAP wherein the bank have agreed to share all security on pari passu basis.

B. WORKING CAPITAL FACILITIES

Consortium of banks- ` 4,904.04 Lakhs (Previous Year ` 9,709.64 Lakhs)

Company both present and future (b) Personal Guarantee of a promoter Director. (c) Pledge of 42.55 %, being 80,258,854

Term Lenders; (d) Pledge of 51.28 %, being 15,175,804 Equity Shares of Binani Industries Limited (BIL) held by Promoters of

pari passu basis along with JLF Term Lenders.

II MUKUNDAN HOLDINGS LTD.

Bank of Baroda - Term Loans of ` 12,520.88 Lakhs (US $ 20 Million) (Previous Year ` 11,962.1 Lakhs (US $ 20 Million)).

Term Loan is repayable in quarterly Installments of US $ 2.50 Million starts from 10-6-2014 to 11-3-2016.

Security -

1) Pledge of US $ 20 million Share of Mukundan Holdings Limited, BVI held by Binani Cement Limited

2) Negative Lien on the assets of the Binani Cement Factory LLC Dubai

Holdings Ltd.

Holdings Ltd 100 % WOS of Binani Cement Limited

5) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd, India

There is delay in payment of principal of US $ 10 Million and Interest of US $ 1.560 Million for 21 days to 294 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2015 is ̀ 8,479 Lakhs. Bank of Baroda has kept ̀ Limited dues of USD 1.25 Millon loan and balance for dues of Mukundan Holdings Limited.

III KRISHNA HOLDINGS PTE LTD.

State Bank of India (HK) : Term Loan of ` 4,805.51 Lakhs (US $ 7,676,000 ) (Previous Year - ` 7,880.63 Lakhs (US $ 13,176,000))

Term Loan is repayable in 15 quarterly Installments starts from 30-09-2012.

1) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd., India

2) Pledge of share of SBRCCL to the extent of RMB 180 Million

103


IV BINANI CEMENT FACTORY LLC

Bank Borrowings

Trust Receipts & Bill discounted with Recourse ̀ 7,624.75 Lakhs (AED 44,733,847) (Previous Year ̀ 6,648.91 Lakhs (AED 40,831,169))

The bank borrowings are secured by -

1) Charge over plant & machinery and receivables

2) Assignment of insurance policies covering stocks

4) Subordination of long term loan of AED 10 Million

5) Corporate guarantee of Murari Holdings Limited, Mukundan Holdings Limited and Binani Cement Ltd.

V MURARI HOLDINGS LIMITED

Banks - Term Loans of ` 4,851.85 Lakhs (US$ 7,750,000) (Previous Year ` 4,635.32 Lakhs (US$ 7,750,000))

Term loans are repayable in quarterly Installments starts from 30-1-2010.

1) Pledge of 100 % shares of Murari Holdings Limited held by Binani Cement Ltd.

2) A Negative Lien on the Binani Cement Factory LLC Dubai

Limited

4) Corporate Guarantee of Binani Cement Ltd.

There is delay in payment of principal of US $ 7.500 Million for 22 days to 443 days and Interest of US $ 0.551 Million for 22 days to 352 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2015 is ` 8,479 Lakhs. Bank of Baroda has kept ` payment of Murari Holdings Limited dues of USD 1.25 million loan and balance for dues of Mukundan Holdings Limited.

VI SHANDONG BINANI RONG’AN CEMENT COMPANY

Loan Outstanding is ` 18,922.73 Lakhs (RMB 185,000,000) (Previous Year ` 19,409.2 Lakhs (RMB 200,000,000))

The Loan is secured by clinker production lines 1 and 2 equipment, land and mining rights.

Term loan repayment is scheduled from 14-4-2015 to 1-7-2016.

NOTE NO. - 33

The Company has also made defaults in payment of Interest of unsecured term loan (Commercial Paper from United Bank of India) amounting to ` 25.48 Lakhs for the period of 1 day.

NOTE NO. - 34



13,550.76 11,513.85

- 11.94

- 3.81

iv) Others 761.90 427.66

TOTAL 14,312.66 11,957.27


104

NOTE NO. - 35

REMUNERATION TO AUDITORS (` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014 Statutory Auditors For Audit Fees 50.73 53.82 For Taxation Matters 3.75 4.03 For other services 18.25 7.50

13.18 3.40 Reimbursement of expenses 1.61 1.38 TOTAL 87.52 70.13 Cost Auditors As Auditor 1.00 1.00

0.23 - For Reimbursement of expenses 0.23 0.32 TOTAL 1.45 1.32

NOTE NO. - 36

In case of BCL, based on information available with the Company in respect of MSME (‘The Micro Small & Medium Enterprises Development Act 2006’), ` 70.97 Lakhs was provided towards interest in the previous year. During the year, the Company has made payments in respect of outstandings as on 31.03.2014. The applicable interest is being paid as and when claimed by any of the enterprise covered under MSME Act, 2006.

NOTE NO. - 37

DEFERRED TAX LIABILITY OF THE GROUP AS ON MARCH 31, 2015 COMPRISES OF THE FOLLOWING :

(` in Lakhs)PARTICULARS 31st March, 2015 31st March, 2014 a) Deferred Tax Liability Depreciation 20,254.28 20,707.15 TOTAL 20,254.28 20,707.15 b) Deferred Tax Asset Disallowance under Income Tax Act, 1961 (13,029.47) (7,230.73) Unabsorbed Depreciation and Business Loss (1,218.06) (3,225.74)TOTAL (14,247.53) (10,456.47)

Deferred Tax Liability 6,006.75 10,250.68 Provided up to last year 10,250.68 19,873.30

(4,243.93) (9,622.62)

NOTE NO. - 38

Selling and Administration Expenses includes ` 1,240 Lakhs (Previous Year ` 3,886.50 Lakhs) paid to Binani Industries Ltd. (BIL), the

Purchases, Audit, Taxation, Corporate strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` 3,419.67 Lakhs (Previous Year ` 5,481.26 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. BIL has stopped charging both the above services w.e.f. 13.12.2014.

105


NOTE NO. - 39

The Company is having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under:

(` in Lakhs) PARTICULARS 31st March, 2015 31st March, 2014 Balance Brought forward 5,735.33 4,949.96 Other Operating Expenses 1.28 5.24 Repairs and Maintenance 4.27 0.04

999.55 78.65 Salaries and Wages - 126.26 Contribution to Provident and other Funds - 7.57 Insurance 4.01 (0.55)Other Sundry Expenses (9.14) 0.91 Depreciation 0.07 0.10 Interest - Term Loans - 395.21 Exchange Loss (net) 0.22 153.73

- 51.66 6,735.59 5,768.77

Less : Capitalised 59.48 33.45 Balance carried forward 6,676.11 5,735.33

NOTE NO. - 40

Related Party Disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India :

The Company has entered into transactions in ordinary course of business with related parties at arms length as per details below :

(` in Lakhs)Particulars Holding

CompanyFellow

SubsidiaryKey Management Personnel

Enterprises where Key Management Personnel has got

Total

A. TRANSACTIONSSale of Cement- G D Binani Charitable Foundation - - 17.24 17.24

- - - - Sale of Traded Goods- Binani Metals Ltd. - - - -

- - (1,481.38) (1,481.38)Interest Income on ICD- Binani Industries Limited 12,753.87 - - 12,753.87

(10,337.16) - - (10,337.16)Issue of Preference Share Capital- Binani Industries Limited 6,002.00 - - 6,002.00

- - - -

- Triton Trading Co. Pvt. Limited - - 132.20 132.20 - - (95.66) (95.66)


106


CompanyFellow



Total

- Binani Metals Ltd. - - 29.82 29.82 - - (43.36) (43.36)

Purchase of Flyash- Binani Metals Ltd. - - 62.16 62.16

- - - -

& Purchase of gift items, etc.- Media Magix (Div. of Binani Metals Ltd.) - - 1,570.51 1,570.51

- - - -

etc.- Asian Industry (Div. of Binani Metals Ltd.) - - 5.85 5.85

- - - -

- Dhaneshwar Solution pvt. Ltd. (merged with Binani Metals Ltd.)

- - - -

- - (12,773.66) (12,773.66)- Dhaneshawar Solution - A Division of Binani Metals Ltd.

- - 44,185.34 44,185.34

- - (24,569.23) (24,569.23)Interest Expenses- Dhaneshwar Solution pvt. Ltd. (merged with Binani Metals Ltd.)

- - - -

- - (11.26) (11.26)Inter Corporate Deposit given (net)- Binani Industries Limited - - - -

(60,153.24) - - (60,153.24)

- Dhaneshwar Solution pvt. Ltd. (merged with Binani Metals Ltd.)

- - - -

- - (2,500.00) (2,500.00)

- BIL Infratech Ltd. - 938.50 - 938.50 - (95.51) - (95.51)

Interest Income on Advance- BIL Infratech Ltd. - 400.00 - 400.00

- - - - Directors Sitting Fees - Mr. Braj Binani - - 1.70 1.70

- - (1.40) (1.40)- Ms. Shradha Binani - - - -

- - (1.20) (1.20)


107



CompanyFellow



Total

- Golden Global Pte Ltd. (Repayment of loan) - - (154.51) (154.51)- - (149.53) (149.53)

Loan Given- CPI Binani Inc - - - -

- (629.94) - (629.94)

received)- - - -

- (1,090.10) - (1,090.10)Interest Income- CPI Binani Inc - 55.75 - 55.75

- (57.90) - (57.90)- - - - - (15.11) - (15.11)

B. BALANCE AS ON 31.03.15ASSETS(a) Loans and Advances- BIL Infratech Ltd. - - - -

- (3,399.66) - (3,399.66)- Triton Trading Co. Pvt. Limited - - 58.94 58.94

- - (17.53) (17.53)- CPI Binani Inc - 1,001.67 - 1,001.67

- (956.97) - (956.97)(b) Inter Corporate Deposits- Binani Industries Limited 114,857.24 - - 114,857.24

(114,857.24) - - (114,857.24)(c) Interest Receivable- Binani Industries Limited 16,354.58 - - 16,354.58

(3,601.07) - - (3,601.07)- CPI Binani Inc - 117.17 - 117.17

- (57.90) - (57.90)LIABILITIES(a) Trade Payables- Asian Industry (Div. of Binani Metals Ltd.) - - 5.73 5.73

- - - - - Media Magix (Div. of Binani Metals Ltd.) - - 1,514.90 1,514.90

- - - - - Dhaneshwar Solution - A Division of Binani Metals - - 1,644.51 1,644.51

- - (4,836.74) (4,836.74)- Binani Industries Limited 1,980.81 - - 1,980.81

(2,498.07) - - (2,498.07)



108


CompanyFellow



Total

- Binani Metals Limited - - 11.15 11.15 - - (5.54) (5.54)

(b) Other Payables- Golden Global Pte Ltd. - - - -

- - (149.53) (149.53)

(Figures in bracket pertain to Previous Year)

Note:

1 The remuneration paid to key management personnel Mr. Jotirmoy Ghose - ` 131.62 Lakhs (Previous Year ` 63.04 Lakhs), Mr. P. Acharya - nil (Previous Year ` 154.56 Lakhs), Mr. K. K. Jain - ` 38.62 Lakhs (Previous Year nil), Mr. Amit Kumar Gupta - ` 25.28 Lakhs (Previous Year nil), Mr. Atul Falgunia - ` 8.79 Lakhs (Previous Year nil). The payments towards Management Services Fee & Royalty to Holding Company have been separately disclosed vide note no. 38.

3 Guarantees given by the Company to Banks for loans given to subsidiary is disclosed in note no. 27 (d).

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Fellow Subsidiary : Binani Zinc Limited(BZL), Goa Glass Fiber Limited(GGFL), BT Composites Limited(BTCL)*, BIL Infratech

Royalvision Concrete Private Limited, RBG Minerals Industries Limited, CPI Binani Inc., Binani Global Cement Holdings

c) Key Management Personnel : Mr. Braj Binani, Mr. Jotirmoy Ghose, Mr. K. K. Jain (w.e.f. 30.05.2014), Mr. Atul Falgunia (Upto 30.04.2014) and Mr. Amit Kumar Gupta (w.e.f. 05.06.2014).

Trading Co. Pvt. Ltd. & Golden Global Pte Ltd.

* The Company is under liquidation.

NOTE NO. - 41

a) Particulars of unhedged foreign currency exposure as at Balance Sheet date:

Binani Cement Limited (` in Lakhs)

Particulars Currency 31st March, 2015 31st March, 2014

Outstanding Creditors for Coal USD 4,215.18 10,123.68

Outstanding Creditors for Machinery USD 8.22 7.88

Outstanding Creditors for Spares DKK 69.06 3.03

Outstanding Creditors for Spares USD 0.10 -

Outstanding Creditors for Spares EURO 108.93 -

Loans Payables USD - 414.72


109


b) The details of forward contracts outstanding at the year end are as follows :

As atNumber of Contracts

Currency Buy Amount Purpose

31st March, 2015 - - - - 31st March, 2014 17 USD 18,710,000 Creditors Payment

NOTE NO. - 42

Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India:

Since the Company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same has

Segment Revenue, Result & Asset for reporting purpose.

(` in Lakhs)

Segment Revenue India Dubai China Unallocated Elimination Inter Segment

Total

Sales (net of Excise) 170,463.94 22,336.01 36,628.29 59.18 (42.77) 229,444.65

(185,185.66) (17,507.74) (46,958.33) - - (249,651.73)

Other Income 118.42 250.29 272.94 129.24 - 770.89

(365.37) - (68.20) (202.14) - (635.71)

Total 170,582.36 22,586.30 36,901.23 188.41 (42.77) 230,215.54

(185,551.03) (17,507.74) (47,026.53) (202.14) - (250,287.44)

Segment Result India Dubai China Unallocated Elimination Inter Segment

Total

from ordinary activities 7,166.70 862.30 (1,547.40) (437.49) 1.55 6,045.66

(-12,297.09) (-1,328.89) (-1,037.25) (-9.39) - (-14,672.62)

Add: Interest & Dividend Income

- - - - - 13,550.76

- - - - - (11,513.85)

Less :Finance costs - - - - - 39,299.75

- - - - - (31,251.43)

Less :Income Taxes - - - - - (4,106.99)

- - - - - (-9,215.89)

Loss on sale of investment -

(92.53)

Total (15,596.35)

(-25,286.83)


110

(` in Lakhs)

Capital Employed India Dubai China Unallocated Elimination Inter Segment

Total

Total Segment Assets 414,349.43 43,033.66 82,750.86 203,100.87 (251,661.17) 491,573.65 (408,485.75) (37,649.68) (86,272.54) (197,385.42) (-248,107.36) (481,686.02)

Total Segment Liabilities 79,388.28 6,136.31 16,069.46 256.75 (217.98) 101,632.82 (110,064.36) (3,495.19) (10,766.78) (238.28) (-185.00) (124,379.61)

Capital Employed 334,961.16 36,897.35 66,681.40 202,844.12 (251,443.20) 389,940.83 (298,421.39) (34,154.48) (75,505.76) (197,147.14) (-247,922.36) (357,306.41)

(Figures in bracket pertain to Previous Year)

NOTE NO. - 43

EMPLOYEE BENEFITS

During the year the Company has recognised ` 355.86 Lakhs (Previous Year `

I) Binani Cement Limited

(` in Lakhs)PARTICULARS Gratuity Funded Leave Encashment Non-Funded

ILoss

31st March, 2015

31st March, 2014

31st March, 2015

31st March, 2014

1 Current Service Cost * 92.23 95.43 31.42 2.37 2 Interest Cost 67.70 59.42 - - 3 Employee Contributions - - - - 4 Expected return on plan assets (52.84) (50.88) - - 5 18.50 (94.66) - - 6 Past service cost - - - - 7 Settlement cost - - - - 8 Total expenses 125.58 9.32 31.42 2.37

IISheet

31st March, 2015

31st March, 2014

31st March, 2015

31st March, 2014

1 750.02 727.14 263.54 232.12 2 Fair value of plan assets 487.28 607.41 - - 3 (262.74) (119.73) - - 4 (262.74) (119.73) (263.54) 232.12

III Change in obligation during the year 31st March, 2015

31st March, 2014

31st March, 2015

31st March, 2014

1beginning of the year

727.14 720.30 232.12 229.75

2 Current Service cost * 92.23 95.43 31.42 2.37 3 Interest cost 67.70 59.42 4 Settlement cost - - - - 5 Past service cost 27.43 - - - 6 Employee Contributions - - - - 7 21.43 (82.12) - -8 (185.91) (65.90) - -9

end of the year 750.02 727.14 263.54 232.12

111


(` in Lakhs)IV Change in Assets during the Year Gratuity Funded

31st March, 2015

31st March, 2014

1 Plan assets at the beginning of the year 607.40 584.88 2 Assets acquired on amalgamation in Previous Year - - 3 Settlements - - 4 Expected return on plan assets 52.84 50.88 5 Contributions by Employer 10.00 25.00 6 (185.91) (65.90)7 2.94 12.53 8 Actual return on plan assets - - 9 Plan assets at the end of the year 487.28 607.40

V The major categories of plan assets as a percentage of total planQualifying Insurance Policy YES YES

VI Actuarial Assumptions :Discount Rate 8.00 % 9.31 %Rate of Return on Plan Assets 8.00 % 8.70 %Salary Escalation 7.00 % 7.00 %Attrition rate 2.00 % 2.00 %

Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 263.54 Lakhs (Previous Year ` 232.12 Lakhs) based upon following assumptions:Discount Rate 8.00 % 9.31 %Salary Escalation 7 % 7 %

II) Binani Cement Factory LLC

that all employees were to leave as of the end of the reporting period since this provides, in management’s opinion, a

NOTE NO. - 44

OPERATING LEASE

I Binani Cement Limited a) Future Lease Rental payments (` in Lakhs)

Particulars 31st March, 2015 31st March, 2014 i) Not later than one year 21.72 35.47

0.85 31.16 - -

` 514.81 Lakhs (Previous Year ` 579.65 Lakhs). c) General description of the leasing arrangement:

ii) Future lease rentals are determined on the basis of agreed terms. iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice

in writing.


112

II Binani Ready Mix Concrete Limited (` in Lakhs)

Particulars 31st March, 2015 31st March, 2014 (a) - 6.74 (b)

or terminated as per the conditions of the agreements. - -

(ii) the Company has given interest free security deposit of ` 30 Lakhs. - - (iii) Agreement provide for increase in rent by 10 % after 3 years from the date

of lease. - -

(c) Future minimum lease payments are:(i) Not later than one year - -

- -

- -

NOTE NO. - 45

Consolidated Earning per share is calculated as follows :

Particulars 31st March, 2015 31st March, 2014 ` in Lakhs) (15,169.66) (24,916.64)

( ` in Lakhs)

(15,169.66) (24,916.64)

Equity shares outstanding as at the year end (in Nos.) 188,601,274 188,601,274 Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share ( in Nos.)

188,601,274 188,601,274

Nominal Value per Equity Share (in `) 10.00 10.00 Earning Per Share (Basic) (in `) (8.04) (13.21)Earning Per Share (Diluted) (in `) (8.04) (13.21)

NOTE NO. - 46

Trade Receivables of ` 2,503.83 Lakhs have been netted off against advance received towards those sales and the excess of advance over receivables amounting to ` 3,068.47 Lakhs has been shown under other current liability. Such advances are settled after full amount is received from the debtors.

NOTE NO. - 47

The Competition Commission of India (CCI) vide its order dated June 20, 2012 had imposed a penalty of ` 16,732 Lakhs on the Company

Appellate Tribunal (COMPAT) against the aforesaid Order of CCI and the Company has been advised by its legal advisors that it has a good case for the COMPAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard.

NOTE NO. - 48

113


NOTE NO. - 49

On a review, the Board of Director of the Company has decided to withdraw the scheme for hive off of Power Undertaking to Binani Energy

of Kolkata.

NOTE NO. - 50

During the Previous Year, the Company had received a notice from Rajasthan Commercial Taxes department for a demand of ` 41,421.55 Lakhs (Sales Tax dues ` 16,731.80 Lakhs & Interest ` 24,689.75 Lakhs). The Company had provided ` 15,278.46 Lakhs as an exceptional item during the previous year towards sales tax dues of ̀ 16,731.80 Lakhs and the balance amount of tax ̀ 1,453.34 Lakhs already provided in earlier years. In respect of interest demand of ` 24,689.75 Lakhs, no provision has been made as the interest is not payable in respect of sub-judiced period (refer note. no. 28 above).

NOTE NO. - 51

` 1,282.79 Lakhs, related to earlier

NOTE NO. - 52

Advance Income Tax is net of provision for Income Tax.

NOTE NO. - 53

In case of BCL, consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, the Company has calculated depreciation on the basis of the useful life of assets as prescribed in part ‘C’ of schedule II of the Act and the same has been provided for the year 2014-15. Depreciation for the year is lower by ` 2,963 Lakhs due to change in the rate of depreciation based on useful life of certain assets. An amount of ` 987.68 Lakhs, being the carrying amount of certain assets at the beginning of the year has been adjusted to the Retained Earnings, where remaining useful life of those assets is nil.

NOTE NO. - 54

In case of BCF LLC, during the year, on a review and as per industry standards estimated useful life of buildings was changed by the management from 20 years in the previous year to 25 years in the current year. The revised rate is applied prospectively to the carrying amount of the buildings as on 1 January 2014, over the remaining useful life in accordance with IAS 16, and on current year additions. As a result of the above change, depreciation for the current period is lower by AED 1,043,644 (`1,043,644 (` 173.64 Lakhs).

NOTE NO. - 55


Chairman







114

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 (` in Lakhs)


A CASH FLOW FROM OPERATING ACTIVITIES

(19,703.34) (34,502.77)

Adjustments for:

13,495.03 16,557.60

Interest and Finance Charges 39,299.75 31,251.44

Unrealised Exchange Rate Fluctuations (net) 97.82 1,064.42

Bad Debts written off - 157.12

- 26.38

Interest Income (13,549.43) (11,513.85)

Dividend Income (1.33) -

19,638.50 3,040.34

Adjustments for:

Inventories 6,670.44 (11,009.94)

Trade and Other Receivables (18,130.94) (66,154.00)

Trade and Other Payables (26,125.13) 14,355.76

Cash Generated from Operations (17,947.13) (59,767.84)

1,119.78 (3,176.55)

(16,827.35) (62,944.39)

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (including capital work - in progress) (3,690.03) (13,865.09)

Sale of Fixed Assets 8.53 50.88

4,465.20 (5,305.08)

Dividend Income Received 1.33 -

Interest income Received 716.79 7,937.23

Net Cash Used in Investing Activities 1,501.82 (11,182.06)

C CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Long term Borrowings (11,197.22) (35,421.69)

Proceeds from Long term Borrowings 72,535.90 115,607.88

Payment of Deferred Indirect Taxes (1,434.88) (2,319.54)

Proceeds from Issue of Preference Share Capital (Refer note no. 40 for related parties)

6,002.00 -

Proceeds from Trade Deposits (871.31) 576.59

Interest & Finance Charges paid (36,796.09) (25,431.91)

(2.76) (0.11)

(6,186.32) 14,839.01

Net Cash from Financing Activities 22,049.32 67,850.23

115



D 6,723.79 (6,276.22)

E OPENING CASH & CASH EQUIVALENTS (CASH AND BANK BALANCES) 7,056.20 13,332.42

F 13,779.99 7,056.20

Note:

2 Cash & Cash Equivalents are Cash and Bank balances as per the Balance Sheet and inculdes ` 5,481.68 Lakhs (Previous Year ` 3,535.18 Lakhs) as restricted Bank Balances.

(` in Lakhs)


Chairman







116

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Binani Cement Limited (CIN : U26941WB1996PLC076612)

Website: www.binanicement.in.

PROXY FORM (Pursunt to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the Member(s): __________________________________________________________________________________________Registered address: __________________________________________________________________________________________________

E-mail ID: ___________________________________________________________________________________________________________

ID: ___________________________________________________________________________________________________

DP ID: _______________________________________________________________________________________________________________

1. Name: _____________________________________________ Address _____________________________________________________

E-mail ID ___________________________________________ Signature ________________________________________ or failing him,

2. Name: _____________________________________________ Address _____________________________________________________

E-mail ID _____________________________________________ Signature ________________________________________ or failing him,

3. Name: _____________________________________________ Address _____________________________________________________

E-mail ID _____________________________________________ Signature ____________________________________________________

Binani Cement Limited (CIN : U26941WB1996PLC076612)

Website: www.binanicement.in.

ATTENDANCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

DP Id* Folio No.

Client Id* No. of Shares

I hereby record my presence at the 19th Annual General Meeting of the Company to be held on Friday, 25th September, 2015 at 2.45 p.m.

* Applicable for investors holding shares in electronic form.

adjournment thereof in respect of such resolutions as are indicated below:

Item No. Resolution1 Adoption of the Standalone and Consolidated Financial Statement for the Year ended 31st March, 2015 together with Reports

of the Directors’ and the Auditors’ thereon.2 Re-appointment of Mr. V. Subramanian, as a Director of the Company.34 Appointment of Mrs. Jayantika Dave, as an Independent Director.5 Approval for variation in terms of appointment of Mr. Jotirmoy Ghose, Managing Director.6

Signed this ____________ day of ____________2015

Signature of Member _________________________

Signature of Proxy holder(s) ____________________

Note

Company, not less than 48 hours before the commencement of the Meeting.

RevenueStamp

Documents

Binani Cement Limitedbinaniindustries.com/wp-content/uploads/BCL_Annual-Report-2014-15.pdfBinani Cement Limited BOARD OF DIRECTORS Mr. Braj Binani Chairman ... SIDBI State Bank of