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Notes to Accounts of Binani Industries Ltd.

Mar 31, 2016

CONTINGENCIES / PROVISIONS

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A Contingent Liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

1 Equity Shares :

a) Terms /Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of '' 10 per share. Each holder of Equity Shares is 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.

During the year ended 31st March 2016, the amount of dividend proposed for distribution to Equity Shareholders is Nil per share (Previous year - Rs.3 per share)

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.

2 0.01% Non-Cumulative Redeemable Preference Shares :

1.20.00.000 - 100% (Previous year 1,20,00,000) 0.01% Non-cumulative redeemable Preference Shares of Rs.100/- each fully paid-up held by Triton Trading Co Private Limited.

1.20.00.000 - 0.01% Non-Cumulative Redeemable Preference Shares of Rs.100 each, fully paid up, have been issued and allotted, for cash at Par, to Triton Trading Co Private Limited in the Financial Year 2014-15.

a) Terms /Rights attached to 0.01% Non Cumulative Redeemable Preference Shares

Holder of the Shares shall be entitled to dividend 0 0.01% per annum from April 01, 2015.

Non-participating and carry a preferential right vis-a-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.

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.

a Foreign Currency Loan - Outstanding Rs.26,871.59 Lacs (USD 40.245 mio) (Previous year Rs.25,378.49 Lacs - USD 40.245 mio).

The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 structured installments starting from 1st February 2017.

The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Binani Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).

Out of total outstanding Rs.26,871.59 Lacs shown under Long-Term Borrowing and Rs.268.72 Lacs shown under Other-Current Liabilities. (Previous year Rs.25,378.49 Lacs shown under Long-Term Borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)

Interest over dues - Rs.202.15 Lacs due for the period 1st Jan 2016 to 31st January 2016; Rs.67.92 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.58.99 Lacs from 2nd November to 31st December 2015: Rs.1.7 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) ( Previous Year Rs.182.04 Lacs due for the period 1st October 2014 to 31st October 2014; Rs.209.21 Lacs for the period 8th December 2011 to 10th March 2014)(being Penal interest for which waiver has been sought).

b Foreign Currency Loan-Outstanding Rs.19,700.88 Lacs (USD 29.506 mio) (Previous year Rs.18,606.23 Lacs - USD 29.506 mio).

The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 Structured installments starting from 1st February 2017.

The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries excluding 3B Fibregalss A/S Norway;

Out of total outstanding Rs.19700.88 Lacs shown under Long-Term Borrowing and Rs.197.01 Lacs shown under Other-Current Liabilities. (Previous year Rs.18,606.23 Lacs shown under Long-Term borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)

Interest over dues - Rs.143.75 Lacs due for the period 1st Jan 2016 to 31st Jan 2016; Rs.49.80 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.0.87 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) (Previous Year Rs.241.92 Lacs due for the period 30th July 2012 to 31st January 2014) (being Penal interest for which waiver has been sought).

c Funded Interest Term Loan -Outstanding Rs.2611.87 Lacs (USD 3.91 mio) (Previous year Rs.546.16 Lacs (USD 0.87 mio)).

The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.

The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries.

Out of total outstanding Rs.2611.87 Lacs shown under Long-Term Borrowing and Rs.731.32 Lacs shown under Other Current Liabilities. (Previous year Rs.546.16 Lacs shown under Long Term Borrowing and '' Nil shown under Other current liabilities). (Refer Note 9) Additional Interest of Rs.5.78 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Nil). d Funded Interest Term Loan -Outstanding Rs.1956.79 Lacs (USD 2.93 mio) (Outstanding Rs.400.38 Lacs (USD 0.63 mio)).

The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.

The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Edayar Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).

Out of total outstanding Rs.1956.79 Lacs shown under Long-Term Borrowing and Rs.547.90 Lacs shown under Other Current Liabilities. (Previous year '' 400.38 Lacs shown under Long-Term Borrowing and Rs.Nil shown under Other Current Liabilities). (Refer Note 9) Additional Interest of Rs.4.24 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Rs.Nil)

Notes:

1) Buildings include amount of Rs.198.05 Lacs on leasehold land. Transfer of lease is yet to be completed.

2) Building (RCC) includes Rs. 165.95 Lacs being cost of building and road constructed by the Company. The ownership of the Land on which the said construction is done vests with Binani Cement Limited.

3) Consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, the Company has reworked depreciation on the basis of the useful lives of assets as prescribed in part ''C'' of schedule II of the Act.

In case of assets where the remaining useful life as on 01.04.2014 is Nil, the carrying amount of such assets have been adjusted to the opening balance of Retained Earnings after retaining their residual value. Accordingly, a sum of Rs.19.82 Lacs has been adjusted against Opening Reserves as on 01.04.2014.

a) (i) The City Civil Court at Kolkata has passed an order dated 3rd December, 2009 not recognizing the Company as a tenant whereby the godown has been handed over to the Standard Chartered Bank, the recognized tenant. However, the Bank has been given time by the court to recover rent and / or charges as well as other amounts in respect of the said godown. However, to date no recovery proceedings have been initiated by the Bank and, therefore, the Liability if any, cannot be quantified.

(ii) The Company has given Counter guarantee to a bank in respect of a guarantee furnished by it to the Government of India for certain transactions of a partnership firm against the original counter guarantee of Rs.89.97 Lacs. The fixed deposit with the bank as at 31st March, 2016 is Rs.175.50 Lacs (Previous Year Rs.169.59 Lacs) and accordingly the Company has provided for Rs 175.50 Lacs (Previous Year Rs.169.59 Lacs) as the subject matter of the bank is subjudice.

(iii) The Company has issued a General Bond under section 59(2) of the Customs Act, 1962, for a sum of Rs.24 crores to the Custom authorities. There is no claim so far received by the Company as at 31st March, 2016, On such Bond the value of goods lying in bond was Rs.1411.23 Lacs ( Previous Year Rs.1397.95 Lacs) and the estimated liability for duty is Rs 268.13 lacs ( Previous Year Rs.277.55 lacs).

(b) (i) As at 31st March, 2016, the Company has Capital commitments of Rs.22.83 Lacs net of advances (Previous year - Rs.58.05 Lacs).

(c) (i) The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries including one step down subsidiary, for the purpose of expansion projects and working capital requirements. The outstanding aggregate balances of these guarantees is Rs.5,28,729.44 Lacs as on 31st March 2016 (previous year - Rs.4,92,102.64 Lacs). Further, till the financial year ended March 31, 2016, these entities were honouring the commitments in respect of servicing and /or repayment of their debt obligations. The lenders (Banks and Financials Institutions) of Binani Cement Ltd and 3B Binani Glass Fibre Sarl have, restructured the term loans during the year. Edayar Zinc Limited has applied to BIFR for registering as sick industrial company and the relief package including restructuring of the term loans will be considered in the current year. In view of the above and in the opinion of the management, these are not expected to result into any financial liability to the Company.

4 MANAGEMENT SERVICES FEES :

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries / step down subsidiaries namely Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), and step down subsidiaries Goa Glass Fibre Limited (GGFL) on payment of monthly Management Service Fees by the subsidiaries. However during the current year the Company has decided not to charge Management Service Fee from EZL and GGFL w.e.f April 01, 2014 and from BCL w.e.f. December 13, 2014.

5 ROYALTY INCOME:

The Company had entered into agreements with its principal subsidiaries viz Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), BT Composite Limited ( BTCL) and step down subsidiaries Goa Glass Fibre Limited (GGFL) for grant of the use of the marks, corporate name, logo etc., in consideration of payment of Royalty. However, during the year the Company has decided not to charge royalty from EZL,GGFL and BTCL w.e.f April 01, 2014 and from BCL pursuant to restructuring package sanctioned under the Joint Lenders Forum w.e.f. December 13, 2014. Consequently no payments are made to Promoters.

6 Amalgamation of Binani Industries Limited (BIL) and Binani Metals Limited (BML)

Pursuant to the Scheme of Amalgamation (''the Scheme'') of erstwhile Binani Metals Limited (BML) with the Company under Sections 391 to 394 of the Companies Act, 1956 sanctioned by Hon''ble High Court at Calcutta vide order dated 21st January 2016 made effective from 5th April 2016 entire business including all assets and liabilities of BML were transferred and vested in the Company effective from 1st April, 2015(Appointed date). Accordingly the Scheme has been given effect to in these financial statements. The BML was engaged in trading of shares and securities, trading of goods, logistic services, media and publications, dealing in commodities/equity future contract.

The Amalgamation has been accounted as per “Pooling of Interest" method as prescribed by the Accounting Standard 14 “Accounting for Amalgamations" notified under the Companies (Accounting Standards) Rules, 2006 (as amended). Accordingly, the accounting treatment has been given as under:-

(i) The assets and liabilities as at 1st April, 2015 were incorporated in the financial statement of the Company at its book value.

(ii) Credit balance in the statement of Profit and Loss of BML as at 1st April, 2015 amounting to 10.92 Crore was adjusted in “Surplus in Statement of Profit and Loss".

(iii) The Company will issue 50 Equity Shares of Rs.10 each fully paid up (Number of Shares 17,71,600) for every 1 Equity shares of BML of Rs.1,000 each fully paid up (Number of Shares 35,432) and difference between the book value and face value of such shares amounting to 1.77 Crore was adjusted against the statement of Profit and Loss of the Company with the calls in arrears on equity shares aggregating to Rs. 18,700/-.

(iv) The Company will issue 10 0.01% Non-cumulative Redeemable Preference Shares of the Company of Rs 100/- each fully paid up (Number of Shares 2,98,000) for every 1 8% Non-cumulative Redeemable Preference Shares of Rs.1000/- each (Number of Shares 29,800) held by preference shareholders in BML.

(v) Pending allotment, the said amount in para (iii) & (iv) above has been shown under ''Share Capital Suspense Account''. Figures of earnings per share for the current period are based on the share capital, to be enhanced on the allotment of shares referred to in para (iii) above.

(vi) Pursuant to Amalgamation of erstwhile Binani Metal Limited (BML), Nirbhay Management Service Private Limited & Narsingh Management Service Private Limited became a subsidiaries of Binani Industries Limited.

7 In accordance with the accounting policies applicable to erstwhile WIEL and to the Company as a successor to WIEL, being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta on 18th March 2014, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as “available for sale financial assets" and has accordingly, measured such investments at fair value as on that date (except for those investments whose fair value cannot be reliably measured, which investments in accordance with AS 30 are continued to be measured at cost and their cost is considered as the fair value). Accordingly, the current portion of long term investments has been fair valued and regrouped under non current investments as on 31st March 2016.The consequential net addition in the fair value amounting to Rs.9,919.21 Lacs has been recorded as forming part of the BRR of the Company.

8 In accordance with the accounting policies applicable to WIEL and to the Company as a successor to WIEL being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta, the Company has withdrawn an amount of Rs 8,841.05 Lacs from the BRR arising pursuant to the merger and the adoption of AS 30 as recorded in Note No. 35 and credited the same to the Statement of Profit & Loss so as to offset the following expenses debited to the Statement of Profit and Loss during the year ended March 31, 2016.

If such accounting policy had not been adopted, the net profit for the year ended March 31, 2016, would have been lower by and the Business Reorganization Reserve as on March 31, 2016 would have been higher by the said amount of Rs.8841.05 Lacs and the Earnings Per Share would have been lower by Rs. 28.18.

9 Export Import Bank of India (Exim Bank) has sanctioned the restructuring package in March 2015. The Company has approached for certain amendments in the sanctioned package. Pending consideration and confirmation by the Bank, the accounting has been done based on the existing sanctioned package.

The Company''s activities cannot be classified under any geographical segments

*Commercial Segment includes Profit from Commodities/Equity in Futures Trading, Trading in Shares and Securities and Other Commercial Services.

Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems.

Notes:

1 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), Goa Glass Fibre Limited (GGFL), Binani Energy Private Limited (BEPL), Global Composite Holdings Inc (Formerly Known as CPI Binani Inc.), (U.S.A) (CPI), Building Material Holdings Limited, 3B Binani Glass Fibre SARL (Luxembourg),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Royal Vision Concrete Private Limited, Royal Vision infratech Private Limited, R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Binani Cement Fujairah LLC, Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Binani Cement (Tanzania) Limited, Binani Cement (Uganda) Limited (Under liquidation) Project Bird Holding II S.a.r.l. (Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia),Nirbhay Management Services Private Limited (Nirbhay) , Narsingh Management Private Limited. (Narsingh)

b) Key Management Personnel: Mr. Sushil Bhattar, Mr. K K Saraf, Ms. Visalakshi Sridhar

c) Promoters & Enterprises where the Promoters have got significant influence: Mr. Braj Binani, Ms.Nidhi Binani Singhania , Ms. Kalpana Binani , Miss. Shradha Binani, Ms. Vidushi Binani, Dharmik Commodeal private Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private Limited, Lucknow Properties & Finance Private Limited, Akror Traders Private Limited, Triton Trading Co. Private Limited, Megha Mercantile Private Limited and Miracle Securities Private Limited, Atithi Tie-Up Private Limited.

d) Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).

e) The Company has received Inter-Corporate Deposits (Including interest payable) from its subsidiary company viz. Binani Cement Limited, amounting to Rs 1,26,972.21 Lacss, as per Management, the said loan will be repaid by the Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the subsidiary company in its board meeting has decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to the Company, effective April 01, 2015.

f) Due to appointment of Liquidator , BT Composite Limited is not considered as related party during the current year.

Except Loan to Global Composite Holdings Inc. (Formerly Known as CPI Binani Inc.), Inc., Loans and Advances shown above fall under the category of ''Loans and Advances in the nature of loans (including through intra company current accounts) where there is no fixed repayment schedule. Advance given to BT Composites (Under Liquidation) Limited are interest free.

10 The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2016, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

11. EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER ACCOUNTING STANDARD RULES 2006 (AS AMENDED).:

a) Defined Contribution Plans

During the year the Company has recognized Rs.42.23 Lacs (Previous Year Rs.61.70 Lacs) in the Statement of Profit and Loss on account of defined contribution plans including superannuation fund for the eligible employees.

b) Defined benefit plans as per Actuarial valuation on 31st March, 2016

The Company makes annual contributions to the Employees'' Group Gratuity-cum Life Assurance Scheme of the Life Insurance Corporation of India (LIC), a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on superannuation, death or on separation / termination in terms of the provisions of the Payment of Gratuity Act or as per Company''s policy whichever is beneficial to the employees.

12. No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.

13 In view of the amalgamation as referred in Note 34, the figures for the current year are not comparable with the corresponding figures of the previous year. Previous year''s figures are regrouped wherever necessary to confirm with the figures of the current year


Mar 31, 2015

1. Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL) (Under Liquidation), Binani Energy Private Limited (BEPL), CPI Binani, Inc. (U.S.A) (CPI), 3B Binani Glass Fibre SARL (Luxembourg), Sankalp Holdings Limited (Cyprus) (Liquidated),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Royal Vision Concrete Private Limited, Royal Vision infratech Private Limited, Abhinav Holding Limited, Cyprus (AHL) (Liquidated), R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong'an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Project Bird Holding II S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia), Binani Cement (Tanzania) Limited, Binani Cement (Uganda) Limited (under liquidation).

b) Key Management Personnel: Mr. Sunil Sethy, Mr R Venkiteswaran, Mr. K. K. Saraf & Mr Hemant Mogra.

c) Promoters & Enterprises where the Promoters have got significant influence: Mr. Braj Binani, Ms.Nidhi Singhania , Ms. Kalpana Binani, Miss. Shradha Binani, Binani Metals Limited, Dharmik Commodeal private Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private Limited, Lucknow Properties & Finance Private Limited, Akror Traders Private Limited, Triton Trading Co. Private Limited, Nirbhay Management Services Private Limited and Miracle Securities Private Limited.

Except Loan to CPI Binani, Inc., Loans and Advances shown above fall under the category of 'Loans and Advances in the nature of loans (including through intra company current accounts) where there is no fixed repayment schedule. Advance given to BT Composites Limited and Wada Industrial Estate Limited are interest free.

2. The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2015, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

As stated in paragraph 1 of our report on 'other Legal and Regulatory requirements' in our Independent Auditor's Report of even date on consolidated financial statements for the year ended 31 March 2015, our reporting on the matter specified in para 3 & 4 of the order includes 9 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.

i. In respect of the fixed assets of the Holding Company and its aforesaid subsidiaries:

(a) The respective entities have generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a regular programme of Verification which, in our opinion and based on the auditors' reports issued in accordance with the Order on the aforesaid subsidiaries, provides for physical Verification of the fixed assets at 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 discrepancies were noticed on such verification.

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:

(a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of Verification is reasonable.

(b) The procedures of physical Verification of inventory 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 noticed on physical Verification of inventory as compared to book records were not material.

The Holding Company and 5 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 companies, firms or other parties covered in the register 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 the purchase of inventory and fixed assets and sale of 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 rules framed there under to the extent notified.

vi. We have broadly reviewed the books of account maintained by the 4 Subsidiaries 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 the Holding Company and 5 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 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, duty of custom, duty of 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, duty of customs, duty of excise, entry tax, value added tax and cess on account of any dispute, are as follows:

(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 there under.

viii. The Group has consolidated accumulated losses exceeding fifty percent of its networth at the end of the financial year and it has incurred cash losses on consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

ix. Based on the auditors' report of aforesaid subsidiaries incorporated in India and information and explanation given to us, following subsidiary Companies have defaulted in repayment of dues to financial institution, bank or debenture holders as at the Balance Sheet date.

x. In our opinion and according to the information and explanations given to us, the group has not given any guarantee for loan taken by others from banks and financial institutions during the year. Accordingly, the provision of Clause 3(x) of the Order are not applicable to the Company.

xi. In our opinion and according to the information and explanations given to us and Based on the auditors' report of aforesaid subsidiaries incorporated in India, the term loans availed by the Holding Company and 2 Subsidiaries 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, 7 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.


Mar 31, 2014

CORPORATE INFORMATION

Binani Industries Limited is a public limited company (herein after called ''Company'') domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is listed on the Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the Calcutta Stock Exchange (CSE).

a. Export Import Bank of India - Foreign Currency Loan - Outstanding Rs. 24,344.20 Lacs (USD 40.245 mio) (Previous year Rs. 22,086.46 Lacs - USD 40.245 mio).

The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan is repayable after 3 years from the date of drawdown , i.e.8th December 2011 in 4 equal semi annual instalments of USD 10.06 mio each.

The loan is secured/to be secured against (a) Second Paripassu charge on pledge of 100% shares of 3B Binani Glass Fibre S.a.r.l. held by the Company (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) second charge on the entire assets of Project Bird Holding III B S.a.r.l and its subsidiaries (during the current year, Project Bird Holding S.a.r.l has merged with Project Bird Holding III B S.a.r.l) (d) second charge on the pledge of 100% shares of Project Bird Holding III B S.a.r.l and its subsidiaries (e) pledge of 94,50,000 no equity shares of Binani Cement Limited held by the Company on exclusive charge basis (f) First paripassu charge on the entire fixed assets of Binani Zinc Limited including immovable properties present and future (g) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited and (h) Personal guarantee of a promoter director of the company.

Out of total outstanding Rs. 18,258.15 Lacs shown under Long term borrowing and Rs. 6,086.05 Lacs shown under Other current liabilities. (Previous year Rs. 22,086.46 Lacs - Long term borrowings and Rs. Nil - Other current Liabilities). (Refer Note 9)

Interest overdues - Rs. 511 Lacs due for the period 11th December 2013 to 10th March 2014 ; Rs.200.69 Lacs due for the period 8 th December 2011 to 10th March 2014.

b. Export Import Bank of India - Foreign Currency Loan-Outstanding Rs. 17,847.94 Lacs (USD 29.506 mio) (Previous year Rs. 16192.67 Lacs - USD 29.506 mio).

The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan is repayable after 3 years from the date of drawdown, i.e. 30th July 2012 in 16 equal quarterly instalments of USD 1.8441 mio each.

The loan is secured / to be secured against (a) pledge of 2,05,00,000 no equity shares of Binani Cement Limited held by the Company on exclusive charge basis (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited. (d) Second charge on pledge of shares of Project Bird Holding III B S.a.r.l (e) Second pari passu charge on pledge of shares and / or other instruments of subsidiaries of Project Bird Holding III B S.a.r.l (f) the personal guarantee of a promoter director of the company.

Interest overdues - Rs. 232.06 Lacs due for the period 30th July 2012 to 31st January 2014.

c. IFCI Ltd - Outstanding Nil (Previous year Rs.35,000 Lacs).

The Loan carried interest @ 15.50% w.e.f. 17th Jan 2013 & has been repaid fully during the current year.

d. Syndicate Bank- Outstanding Rs. Nil (Previous Year Rs. 434.78 Lacs)

The loan carried interest @ 13.5% p.a. and has been repaid fully during the current year. (Previous year Rs. Nil - Long term borrowings and Rs. 434.78 - Other current Liabilities).

Note No:1

CONTINGENT LIABILITIES NOT PROVIDED FOR

(Rs. in Lacs)

31st March, 2014 31st March, 2013

a) Claims against the Company 4,359.31 5,464.65 not acknowledged as debts in respect of certain Income Tax matters.

b) Commitments relating to the - 25.00 purchase of customised software application.

c) Corporate Guarantees given 365,250.13 266,647.88 to Financial Institutions and Banks in respect of loans to subsidiaries / step down subsidiaries of the Company.

TOTAL 369,609.44 272,137.53

Note No: 2

MANAGEMENT SERVICES FEES

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No: 3

ROYALTY INCOME

The Company, as the owner, licensor and rights holder of the Marks including but not limited to "Binani", "Binani-Braj Binani Group" and the Binani family / corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), BT Composite Ltd. (BTCL) and step down subsidiary Goa Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate name, logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter company turnover). Accordingly, the company has earned royalty from BCL, BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affiliates.

Note No: 4

During the previous year, the Company had decided to sell part of its holding in its subsidiary Binani Cement Limited (BCL) and expected that the sale would get materialized in the current year. As the said sale could not get materialized during the current year, the unamortized expenditure of Rs. 6544.51 Lacs as on 31st March 2013 has been charged to the Statement of Profit and Loss during the current year and included in the interest cost for the year.

Note No: 5

In accordance with the accounting policies applicable to erstwhile WIEL and to the Company as a successor to WIEL, being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta on 18th March 2014, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as "available for sale financial assets" and has accordingly, measured such investments at fair value as on that date (except for those investments whose fair value cannot be reliably measured, which investments in accordance with AS 30 are continued to be measured at cost and their cost is considered as the fair value). Accordingly, the current portion of long term investments as on 31st March 2013 has also been fair valued and regrouped under non current investments as on 31st March 2014.The consequential net difference of Rs. 2,99,749.16 Lacs has, in accordance with the accounting policy applicable to WIEL and to the Company, been recorded as forming part of the BRR of the Company.

Note No: 6

The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries including one step down subsidiary, for the purpose of its subsidiaries expansion projects and working capital requirements. The outstanding aggregate balances of these guarantees is Rs. 365,250.13 Lacs and the same are fully secured by each subsidiary''s own assets and also secured by personal guarantee of promoter of Binani Group. Further, till the financial year ended March 31, 2014, these entities are honouring the commitments in respect of servicing and /or repayment of their debt obligations. The lenders (Banks and Financials Institutions) of Binani Cement Ltd. have, subject to certain conditions, agreed in principle to restructure the term loans of the Company in the Joint Lenders'' Forum (JLF) meeting held on 15th May 2014. Binani Zinc Limited has also requested its lenders to restructure their term loans which is under their consideration. In view of the above and in the opinion of the management, these are not expected to result into any financial liability to the Company.

Notes

1 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL) (discontinued operations), Wada Industrial Estate Limited (WIEL) (amalgamated with BIL on 1st Dec''13), Binani Energy Private Limited (BEPL), CPI Binani, Inc. (U.S.A) (CPI), 3B Binani Glass Fibre SARL (Luxembourg), Sankalp Holdings Limited (Cyprus) (under liquidation),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Scintillating Buildtech Private Limited (amalgamated with WIEL on 1st November''13), Binani Infrastructure Mauritius Limited, Mauritius, Abhinav Holding Limited, Cyprus (AHL) (under liquidation), R.B.G. Minerals Industries Limited, BZ Minerals (Australia) Pty Limited (Australia) (under liquidation), BZ Minerals (Luxembourg) Sarl (company liquidated)), Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, Binani Cement Factory (Kenya) Limited, Kenya (company liquidated), Binani Cement (Uganda) Limited, Uganda (company liquidated), PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Project Bird Holding III B S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia), Project Bird Holding S.a.r.l.(PBH) (merged with PBH III B), Project Bird Holding II S.a.r.l.(PBH II) (merged with PBH III B).

Note No: 7

The Company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2014, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

Note No: 8

No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.

Note No: 9

Previous year''s figures have been regrouped / reclassified wherever necessary.


Mar 31, 2013

1 CORPORATE INFORMATION

Binani Industries Limited is a public limited company (herein after called ''Company'') domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is listed on the Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the Calcutta Stock Exchange (CSE).

Note No. 2

MANAGEMENT SERVICES FEES

The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No. 3

ROYALTY INCOME

The Company, as the owner, licensor and rights holder of the Marks including but not limited to " Binani", " Binani-Braj Binani Group" and the Binani family / corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), BT Composites Ltd. (BTCL) and step down subsidiary Goa Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate name, logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter company turnover). Accordingly, the Company has earned royalty from BCL, BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The Company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affliates.

Note No. 4

Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set-off in future years on reversal of deferred tax liability representing depreciation.

Note No. 5

During 2010-11, Binani Cement Limited had completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI (Delisting of Equity Shares), Regulations, 2009, during the year 2011-12, the Company had paid Rs. 38.87 Lacs towards purchase of 43,186 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90 per share. The transfer of above shares in favour of the Company has taken place in the current year. During the current year, the Company has further purchased 3,920,277 shares of Binani Cement Limited from its public shareholders at a price Rs. 90 per share valuing Rs. 3,528.25 Lacs.

Note No. 6

The Company has decided to sell part of its holding in its subsidiary Binani Cement Limited. The Company is in the process of i dentif y in g the p r osp ec ti ve fnancial inv es tor s and expec t s to f nal ize the same in the ensuing f nancial ye a r. A cco r din gly, t he s aid part of its investment is classifed as "Current Investments" under the head "Current Assets".

In line with the above classifcation, the company has deferred an expenditure amounting to Rs.6,544.51 Lacs incurred for holding part of the said current portion of the investment in its subsidiary Binani Cement Limited. The above expenditure shall be amortized in ensuing fnancial year as it is necessarily incurred for holding the said investment and economic benefts thereon shall fow to the Company in the ensuing fnancial year. The said deferred expenditure is classifed as " Other Current Assets" under the head "Unamortized Expenses". Had the Company not deferred the said expenditure, the proft for the year would have been lower by Rs. 6,544.51 Lacs and reserves and surplus would have been lower by Rs. 6,544.51 Lacs.

Note No. 7

As the Company does not have information as to which of its trade payable is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

Note No. 8

EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER ACCOUNTING STANDARD RULES 2006 (AS AMENDED)

a) Defned Contribution Plans

During the year, the Company has recognised Rs. 117.43 Lacs (Previous Year Rs. 88.60 Lacs) in the Statement of Proft and Loss on account of defned contribution plans.

Note No. 9

Previous year / period fgures have been regrouped / rearranged wherever necessary to confrm with the fgures of the current period.


Mar 31, 2012

1 CORPORATE INFORMATION

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

2 BASIS OF ACCOUNTING

The financial statements of the Company have been prepared under the historical cost convention and on accrual basis in accordance with accounting principles generally accepted in India and in compliance with all material aspect of the Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

3.1 Terms /Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is 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.

During the year ended 31st March 2012, the amount of per share dividend proposed for distribution to equity shareholders is Rs. 3 (Previous Year - Rs. 3)

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.

a Export Import Bank of India - Foreign Currency Loan - Outstanding Rs.20,738.25 Lakhs (USD 40.245 million) (Previous Year Rs. Nil).

The loan carries interest 0 6 Months LIBOR plus 800 bps per annum. The loan is repayable after 3 years from the date of drawdown, i.e. 8th December, 2011 in 4 equal semiannual installments of USD 10.06 million each.

The loan is secured against (a) pledge of 100% shares( paripassu charge) of Glass Fibre Holding I SARL held by BIL (b) exclusive charge on royalty and dividend payment to be received from Binani Cement Limited (c) second charge on the assets of 3B Group (d) second charge on the pledge of 100% shares of 3B Group (e) pledge of 5% shares of Binani Cement Limited held by Binani Industries Limited on exclusive charge basis (f) paripassu charge on the entire fixed assets of Binani Zinc Limited including immovable properties present and future (g) Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited and (h) the personal guarantee of the promoter Director of the Company.

b IFCI Limited - Outstanding Rs. 35,000 Lakhs (Previous Year Rs. 35,000 Lakhs).

The Loan carries interest @ 13.25% per annum. The loan is repayable in 4 quarterly installments of Rs.8,750 Lakhs each, after three years from the date of drawdown, i.e., 17th January, 2011.

The Loan is secured against pledge of 8,01,40,000 Equity Shares of Binani Cement Limited (BCL), post dated cheques issued for interest and principal repayment.

c Syndicate Bank- Outstanding Rs. 5,652.17 Lakhs (Previous Year -Rs. 10,000 Lakhs)

Loans carry interest @ 14% per annum. The loans are repayable in 23 equal monthly installments of Rs. 217.39 lakhs each from the date of drawdown,i.e., 27th April, 2010 and 30th June, 2010 respectively.

Out of total outstanding - Rs. 434.81 Lakhs shown under Long term borrowing and Rs. 5,217.36 Lakhs shown under Other current liablities. (Previous Year - Rs. 5,652.20 Lakhs - Long term borrowings and Rs. 4,347.80 Lakhs - Other current Liabilities). (Refer Note - 9)

Note No. 4

MANAGEMENT SERVICES FEES :

Since 1st April 2008, the Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

Note No. 5

ROYALTY FEES :

Since 1st April, 2011, the Company, as the owner, licensor and rights holder of the Marks including but not limited to "Binani", "Binani-Braj Binani Group" and the Binani family / Corporate name and also in its capacity of Holding Company of the Braj Binani Group, has entered into separate agreements with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani Cement Ltd.(BCL), Goa Glass Fibre Limited (GGFL) and BT Composite Limited (BTCL) for grant of the use of the Marks, Corporate Name, Logo etc, in consideration of payment of Royalty as a percentage of net turnover of the Licensee (net of inter Company turnover). Accordingly, the Company has earned royalty 0 4% from BCL and 0 3% from BZL, GGFL and BTCL on the basis of their respective turnovers for the year. The Company has incurred expenditure on advertisement and corporate brand building of all the group companies as per terms of the said agreements. By virtue of a separate agreement between Promoter and the Company, the Promoter has licensed the Marks to the Company in consideration of a payment equal to 10% of the royalty earned by the Company by sub licensing the marks to its subsidiaries and affiliates.

Note No. 6

Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

Note No. 7

During 2010-11, Binani Cement Limited had completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI ( Delisting of Equity Shares), Regulations, 2009, during the year the Company has purchased 2,501,823 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90.00 per share valuing Rs. 2,251.64 Lakhs.

Note:

1 Guarantees given to Banks & Financial Institutions on behalf of subsidiaries have been separately disclosed vide note no 25.

2 Names of related parties and description of relationship:

a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL), Binani Energy Private Limited (BEPL), CPI Binani, Inc. U.S.A (CPI), Glass Fibre Holding I SARL, Luxembourg, BIL Holding II SARL, Luxembourg, BIL Holding III SARL, Luxembourg, Sankalp Holdings Limited (Cyprus), BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, Mauritius, Abhinav Holdings Limited,Cyprus (AHL), R.B.G. Minerals Industries Limited, BZ Minerals (Australia) Pty Limited, Australia, BZ Minerals (Luxembourg) Sarl, Krishna Holding Pte. Limited, Singapore (KHL), Shandong Binani Rong'An Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, British Virgin Island (MHL), Binani Cement Factory LLC, UAE (BCFLLC), Murari Holdings Limited, British Virgin Island (MuHL), Bhumi Resources (Singapore) Pte Limited Singapore, Binani Cement Factory (Mauritius) Limited, Mauritius , Binani Cement Factory (SFZ) Limited, Sudan, BC Tradelink Limited, Tanzania, Binani Cement Co. Limited, (South Sudan), Binani Cement Co. Limited, (Sudan), Binani Cement Factory (Kenya) Limited, Kenya, Binani Cement SARL, Djibouti, Binani Cement (Uganda) Limited, Uganda, PT Anganna Energy Resources, Indonesia, Binani Cement Company WLL, Kuwait, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Ready Mix Concrete Limited, Binani Mineral Resources (Mangolia) LLC, Weighbridge Investments (Pty) Limited, Botswana, Christo schutte Investment Number Nine (Pty) Limited. Namibia, Binani Cimentos (Mozambique) LDA, Transafrica Cement Limited (Mauritius), Rightside Investment Pty. Limited, Republic of South Africa Project Bird Holding S.a.r.l.(Luxembourg), Project Bird Holding II S.a.r.l. (Luxembourg), Project Bird Holding III A S.a.r.l.(Luxembourg), Project Bird Holding III B S.a.r.l.(Luxembourg), Project Bird Holding III C S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass AS (Norway), Tunfib SARL (Tunisia).

b) Key Management Personnel: Mr. Braj Binani and Mr. Sunil Sethy. Managerial Remuneration paid to Mr Sunil Sethy during the year ended 31st March 2012 was Rs.155.06 Lakhs (Previous Year Rs.146.64 Lakhs).

c) Enterprises where Key Management Personnel have got significant influence: Mr. Braj Binani in Binani Metals Limited, Sambhaw Holdings Limited, K. B. Vyapar Private Limited, Triton Trading Co. Private Limited, Lexus Holding & Finance Private Limited and Miracle Securities Private Limited. Mr. Sunil Sethy in Radix Technologies.

Except Loan to CPI Binani, Inc., Loans and Advances shown above fall under the category of Loans and Advances in the nature of loans (through intra Company current accounts) where there is no fixed repayment schedule. Advance given to Binani Ready Mix Concrete Limited, Binani Energy Private Limited, BT Composites Limited and Wada Industrial Estate Limited are interest free.

Note No. 8

As the Company does not have information as to which of its trade payable is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

Note No. 9

During the year, the incumbent Company Secretary resigned. The Company has made efforts to recruit the Company Secretary during the year. At year end Company has issued appointment letter to a Company Secretary who has accepted the appointment and expected to join shortly.

Note No. 10

Till the year ended 31st March 2011, the Company was using pre-revised schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31st March 2012, the Revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified Previous year's figures to confirm this year's classification. Except accounting for dividend on investment subsidiaries, the adoption of revised Schedule VI does not impact recognition and measurement principal followed for preparation of financial Statements. However, it significantly impacts presentation and disclosure made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

(Rs. In Lakhs)

Particulars As at As at 31/03/2011 31/03/2010

1 CONTINGENT LIABILITIES NOT PROVIDED FOR:

a) Claims against the Company not acknowledged as debts in respect of certain 5,187.20 1,484.24 Income Tax matters.

b) Corporate Guarantees given to Financial Institutions and Banks in respect of loans 82,483.00 91,514.00 to Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited (all subsidiaries of the Company) -

2 LOANS :

A SECURED

IFCI Ltd - Corporate Loan - Rs. 35,000 Lakhs (Previous Year Rs. Nil).

1) Exclusive pledge over 8,01,40,000 equity shares of Binani Cement Ltd. held by the Company. 2) Post dated cheques issued for interest and principal repayment.

B UNSECURED

Short Term Loans from Banks

Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs).

Post dated cheques for repayment of Principal were issued in previous year.

Indian Overseas Bank - Short Term Corporate Loan - Outstanding Rs. 15,000 Lakhs (Previous Year Rs. Nil).

Post dated cheques for repayment of Principal are issued.

Short Term Loans from Subsidiaries

Binani Cement Ltd - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. 9,032.42 Lakhs) repayable on call basis.

Loans from Others

Syndicate Bank - Corporate Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs Nil)

3 MANAGEMENT SERVICES FEES : Since 1st April 2008, the Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

4 Interest and Financial charges for the year include Rs.38.60 Lakhs (Previous Year Rs.527.52 Lakhs) allocated by Binani Cement Limited (BCL) and Rs. Nil (Previous Year Rs.26.01 Lakhs) allocated by Goa Glass Fibre Limited (GGFL) and are net of interest allocated to GGFL Rs Nil (Previous Year Rs.40.60 Lakhs). Allocation of interest is done on the basis of daily balances in respective Current Accounts. The interest also includes Rs. 30.00 Lakhs (Previous Year Rs. Nil) paid to Binani Cement Ltd. on inter corporate deposits recieved from that Company. Besides, interest of Rs. 67.64 Lakhs recieved from GGFL during the year on the basis of daily balances on its current account has been credited to interest income. Both BCL and GGFL are subsidiaries of the Company.

5 Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

6 During the year, Binani Cement Limited has completed the Reverse Book Building process for voluntary delisting of its Equity Shares in terms of SEBI (Delisting of Equity Shares), Regulations, 2009. Final Application for Delisting of Equity Shares has been fled with Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). Approvals of the Exchanges are expected shortly.

With a view to provide exit opportunity to the public shareholders of Binani Cement Limited under SEBI ( Delisting of Equity Shares), Regulations, 2009, during the year the Company has purchased 47,358,222 number of shares of Binani Cement Limited from its public shareholders at a price of Rs. 90.00 per share valuing Rs. 42,622.40 Lakhs.

7 As the Company does not have information as to which of its creditors is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

b) Provision towards liability for Leave Encashment is made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability as on 31.03.2011 is Rs.81.65 Lakhs ( Previous Year Rs.33.11 Lakhs) based upon following assumptions.

Discount Rate 8.25%

Salary Escalation 4.00%

8 Previous years figures have been regrouped / reclassified wherever necessary.


Mar 31, 2010

CONTINGENT LIABILITY

These, if any, are disclosed in the notes on accounts. Provision is made in the accounts if it becomes probable that an out flow of resources embodying economic benefits will be required to settle the obligation.

(Rs. in Lakhs)

As at As at 31st March, 2010 31st March, 2009

1 Contingent liabilities not provided for:-

a) Claims against the Company not acknowledged as debts in respect of certain Income Tax matters 1,484.24 1,477.16

b) Corporate guarantees given to Financial Institutions and Banks in respect of loans to Binani Cement Limited, Binani Zinc Limited, Goa Glass Fibre Limited and BT Composites Limited (subsidiaries of the Company) 91,514.00 97,424.04

2 The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances). -- 2.03

3 Unsecured Loan -

Punjab National Bank --Short Term Corporate Loan - Rs. 5,000 Lakhs (Previous Year Rs. Nil) Post dated cheques for repayment of Principal are issued.

4 During the year 42,00,000/- Zero Coupon Convertible Preference Shares of Rs 100/- each fully paid up of Goa Glass Fibre Ltd were converted to 4,20,00,000/- Equity Shares of Rs 10 each fully paid up.

5 With effect from 1st April 2008, the Company has started providing corporate support services related to Accounting, Finance, Treasury, Forex/ Commodity Risk Management , Purchases , Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited and Goa Glass Fibre Limited on payment of monthly Management Service Fees by the subsidiaries.

6 Miscellaneous Expenses under Schedule-12 include Donation of Rs. Nil (Previous Year Rs.25 Lakhs)

7 Interest and Financial charges for the year include Rs.527.52 Lakhs (Previous Year Rs.473.83 Lakhs) allocated by Binani Cement Limited (BCL )and Rs.26 Lakhs (Previous Year Rs.226.65 Lakhs) allocated by Goa Glass Fibre Limited. (GGFL ) are net of Rs.40.60 Lakhs (Previous Year Rs. Nil) allocated to GGFL by the Company. Both BCL & GGFL are subsidiaries of the company . Allocation of interest is done on the basis of daily balances in respective Current Accounts.

8 Deferred tax asset in respect of unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability as there is virtual certainty that these would be available as set off in future years on reversal of deferred tax liability representing depreciation.

9 As the company does not have information as to which of its creditors is registered under The Micro, Small and Medium Enterprises Development Act, 2006, no disclosure as required by the said Act is given.

10 Provident Fund managed by a Trust set up by the Company.

Pending the issuance of the Guidance Note from the Acturial Society of India, the Company has not obtained actuarial valuation of the Provident Fund liability. In veiw of this, the Compnay has expensed out the contribution made during the year amounting to Rs.75.11 Lakhs and deficit if any arising out of acturial valuation, shall be recognised as expense when acturial valuation is obtained.

11 Previous Year’s figures have been regrouped / reclassified wherever necessary.

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