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Directors Report of Binny Ltd.

Mar 31, 2015

The Directors present the Forty Sixth Annual Report and Audited Accounts of the Company for the year ended 31st March 2015

FINANCIAL RESULTS

Rs. In Lakhs Particular For the year

2014-2015 2013-2014

Revenue 835.61 947.81

Expenditure 527.06 3011.72

Operating Profit / (Loss) 308.55 (2063.91)

Profit / (Loss) before Depreciation & Tax 308.55 (2063.91)

Depreciation 65.18 24.45

Profit / (Loss) before Tax 243.37 (2088.36)

Tax 47.00

Profit / (Loss) after Tax 196.37 (2088.36)

Exceptional items 3969.09

Profit / (Loss) for the year 196.37 (6057.45)

REVIEW OF OPERATIONS

The performance of the warehousing operation was satisfactory during the financial year 2014-15.

As reported in the previous year's Director Report, the Company ceased the operation of Container Freight Station (CFS) with effect from May 2012 and since then, has been carrying on the general warehousing operation in the said CFS land with about 120 godowns.

The Board has approved in its Board Meeting held on 1st December 2014 a proposal of the Company for developing an integrated township in the CFS land area of 63.89 acres, where the general warehousing activity was carried on. Consequently, the Company discontinued the general warehousing operation with effect from 1st January 2015 and all the godowns have been completely vacated in the months of January/February 2015. Due to the discontinuance of general warehousing operation during the last quarter for a partial period, the Company's total income has decreased from Rs.947.81 lakhs in the previous year to Rs.835.61 lakhs in the current year, registering a fall of 11.83% as compared to previous year.

However, with the existing huge potential clientele base, the Company is exploring the feasibility of carrying on the general warehousing operation in its adjoining vacant lands.

JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S.SPR CONSTRUCTION PVT. LTD.

We are pleased to inform that the Company is embarked upon development of a World-class Integrated Township on Joint Development Model, in its main land area of 63.89 acres (previously used for CFS operations) at Perambur. For the same, the Company has entered into a Joint Development Agreement (JDA) on 26.6.2015 on revenue sharing model with, M/s.SPR Construction Pvt. Ltd., Chennai.

The integrated township is planned around a development of a wholesale market ecosystem, co-location of Residential Project development within the township, in addition to being serviced by the finest brands in Healthcare, Hospitality, Education and Entertainment. The project also envisages construction of Marriage hall, and a Mall. The Project is expected to start by early next year and shall be developed over a period of 7-9 years in a phased manner wherein first phase is expected to be delivered in 36-42 months from the start of construction.

Binny Ltd and SPR Group believes that it can leverage on the opportunity that arises from the current physical and social infrastructure bottlenecks and lack of availability of legal premises in the precinct to Sowcarpet (South India's largest Wholesale Market) which is located just 3 kms away from the Project Site. The Management believes that the property of 63.89 acres having road access from all four sides is the only such large private land within close proximity, and thus presents a strong opportunity for development of alternate wholesale market.

The whole development will be based on concept of smart city with its vision of "Where Business Meets Life". Expected Size of development under current CMDA Regulations would be based on prevailing CMDA norms which are subject to approval. Presently, Ernst and Young is undertaking a study for analyzing socio-economic benefit for creating an alternative to Sowcarpet and suggesting measures to be pursued with Government Authorities to revitalize existing infrastructure and facilitate development of the area.

Dividend

The Company does not recommend any dividend for the year ended March 31, 2015.

Fixed deposits

The Company did not invite or accept any fixed deposit during the year under review.

Directors and Key Managerial Personnel

As per the provisions of Section 149(1), 161 and other applicable provisions under the Companies Act, 2013, the Board appointed Smt. T.Manisriram as an additional, Non-Executive, woman Director of the Company in the Board Meeting held on 14th November 2014, who holds Office up to the date of this Annual General Meeting of the Company. It is proposed to appoint Smt. T.Manisriram as Non- Executive Independent Director of the Company to hold office for a term of 5(five) years, up to 13th November 2019, not liable to retire by rotation.

Further in accordance with the requirement of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company should have 50% of the total number of directors as Independent Directors. In compliance of the same, Dr.D.V.R.Prakash Rao and Shri. T.Radhakrishnan were appointed as additional, Non-Executive, Independent Directors of the Company in the Board Meeting held on 27th March 2015 and they hold Office up to the date of the Annual General Meeting of the company. It is proposed to appoint Dr.D.V.R.Prakash Rao and Shri T.Radhakrishnan as Non- Executive Independent Directors of the Company to hold office for a term of 5(five) years, up to 26th March 2020, not liable to retire by rotation.

Further, Shri.Sadayavel Kailasam and Shri. Nate Nandha have resigned as Directors of the Company w.e.f. 08.08.2014 and 31.03.2015 respectively.

Shri. M.Nandagopal was appointed as a Whole-time Director, designated as Executive Chairman, not liable to retire by rotation, for a period of 5 years with effect from 3rd October 2013. In order to comply with the provisions of Section 152 of the Companies Act, 2013, it is proposed to amend the appointment of Shri M.Nandagopal, Whole-time Director, designated as Executive Chairman as liable to retire by rotation.

In accordance with the applicable provisions of the Companies Act, 2013, Shri. S. Natarajan, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Also, Shri. P. K Sundaresan, Chief Financial Officer and Company Secretary retired from the service with effect from 30.06.2014 and Shri. T.Krishnamurthy has been appointed as Chief Financial Officer and Company Secretary with effect from 13.10.2014.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of remuneration during the Financial Year 2014-15 in excess of the sum prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

The Board Meetings at regular intervals were conducted to review the Company's business and to discuss its strategies and plans.

During the year, 10 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The maximum interval between the meetings did not exceed the period prescribed under the companies Act, 2013 and the Listing Agreement. The details of the number of Board Meetings and Audit Committee Meetings of the Company are set out in the Corporate Governance Report, which is forming part of this report.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and Clause No.49 of the Listing Agreement, the Board has constituted or reconstituted its committees. Currently, the Board has the following Committees:

1) Audit Committtee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of the Committees along with their constitution and other details are provided in the report on Corporate Governance.

During the year, all the recommendations of the Audit Committee were accepted by the Board.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder and Clause 49 of the Listing Agreement, the Board has carried out a performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees for the financial year ended 2014-15.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declaration from all the independent directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FAMILIARISATION PROGRAMMES:

The Company has a familiarisation programme for Independent Directors pursuant to Clause 49 of the Listing Agreement. The same is dealt with in the Annual Report. The Familiarisation Programme is available in the website of the Company. The link for the same is http://www.binnyltd.in/images/ policies/FAMILIARIZATION_DIRECTORS.pdf

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunity for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available in the website of the Company. The link for the same is http://www. binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_Mechanism.pdf

REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

AUDITORS AND AUDITORS REPORT :

a. STATUTORY AUDITORS:

The Auditors, M/s.CNGSN & Associates LLP (Firm Registration No.004915S), Chartered Accountants, who are the statutory auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

The Auditors' Report does not contain any qualification.

b. COST AUDITORS:

The Company is not required to appoint Cost Auditors under Section 148(2) of The Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014.

c. SECRETARIAL AUDITORS:

Pursuant to the provisions Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. V.Suresh, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report.

The Secretarial Auditors Report does not contain any qualification. Observation in their report is self- explanatory and does not call for any further comments.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has complied with requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof is given as an annexure to this report.

Management's Discussion and Analysis Report, as stipulated under Clause 49 of the Listing |Agreement is presented in a separate section forming part of the Annual Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of Loans, guarantees or investments made under Section 186 are furnished as notes to financial statements and are attached to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company, to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the Company as a going concern and/or company's operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC- 2, as Annexure

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

FORM 'A' Power & Fuel Consumption

Since the Mill is not functioning, this is not applicable.

FORM "B" Technology Absorption

Since the Mill is not functioning, this is not applicable.

Conservation of Energy – Not applicable

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Acknowledgement

The Directors acknowledge the cooperation and assistance extended by the Government of India and Government of Tamil Nadu and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees and all other stakeholders of the Company for their continued support and cooperation.

Registered Office: BY ORDER OF THE BOARD

No:1, Cooks Road

Perambur, Chennai 600 012. M. Nandagopal

Date:12th August 2015 Executive Chairman


Mar 31, 2013

The Directors present the Forty Fourth Annual Report and Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

Rs. In Lakhs

As at As at 2012-2013 2011-2012

Operating Profit / (Loss) 493.35 355.40

Profit before Depreciation & Tax 493.35 355.40

Depreciation 25.18 25.37

Profit / (Loss) for the year before Tax 468.17 330.03

Tax 77.16 86.00

Extra-ordinary items 48.36 (16.70)

Profit / (Loss) for the year 439.37 227.33

REVIEW OF OPERATIONS Services Division

The performance of the container freight station was continued to be satisfactory during the financial year 2011-12. However, owing to very difficult road traffic constraints prevailing in the location of the operation, the company ceased the operation of container freight station with effect from May 2012. Hence your company will only continue warehousing operation, and it may not be possible to scale the revenues significantly.

Sale Registration of Plots in terms of Memorandum of Understanding (MOU) with Unions

Till date, sale registration has been made to 128 allottees out of 244 allottees of 500 sq.ft. of plot of company''s land each, in terms of Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions.

Scheme of Arrangement & Demerger

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement prepared by the consultants taking into account all statutory requirements, formalities and compliances of legal and regulatory authorities, to demerge the Company''s properties undertaking comprising all assets and liabilities to S.V.Global Mill Limited and the Agencies and Services undertakings comprising all assets and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.Global Mill Limited and One equity share of Rs.10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Hon''ble High Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement. Subsequent upon shareholders'' approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon''ble High Court of Madras. On 22nd April 2010 The Hon''ble High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the "effective date" and 1st January 2010 the "Appointed Date".

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company. The respective resulting companies are following it up with SEBI for early approval of SEBI for relaxation of Rule 19(2) (b). Soon after the Stock exchanges would permit trading in equity shares of the respective resulting companies and until then the shares credited to the respective shareholders demat account is kept frozen.*

*Key events after balance sheet date

The shares of the resulting companies got listed on 28th May 2013 and following this Inter-Se transfer between the promoter group and other steps as enshrined in the demerger scheme were completed during the last week of September 2013. Consequent upon this development, the board of your company has been reconstituted and the details are as given below.

Directors

A. The following directors have resigned from the board

1. Mr.M.Ethiraj

2. Mr..E.Shanmugam

3. Mr.V.R.Venkataachalam.

4. Mr.K.Sundareswaran

5. Mr.S.Vijayaraghavan

6. Mr.R.Krishnan

7. Mr.R.Narayanan

Your Directors place on record their sincere appreciation for the contribution made by each one of the above listed Directors during their tenure as Directors of the Company.

B. Mr.Natarajan Nandhagopal has been appointed as an Additional Director of the Company with effect from 3rd October 2013 under Section 161(1) of Companies Act 2013.

C. Mr.M.Nandagopal has been appointed as a Whole-Time Director and designated as Executive Chairman, subject to your approval at the ensuing Annual General Meeting.

D. Mr.Arvind Nandagopal has been appointed as a Whole-Time Director and designated as Managing Director, subject to your approval at the ensuing Annual General Meeting.

The Company continues to comply with the terms of Clause 49 (C) (iv) of the Listing Agreement with Stock exchanges. Mr. Justice S. Jagadeesan retires by rotation and offers himself for reappointment. Mr.Arvind Nandagopal also retires by rotation and offers himself for reappointment as director.

Binny Engineering Limited

Considering the negative net worth, highly limited usage of the lease-hold property and on the basis of a fair valuation report, your directors decided to sell the entire 100% shareholding in the subsidiary for a sum of Rs 3.45 Cr

As Binny Engineering Limited was a 100% subsidiary of your Company, the audited accounts for the year ended 31.3.2013 and other reports of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section.

Directors'' Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1956, the Directors state as follows:

i. that in the preparation of annual accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year ended 31st March, 2013 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the year ended 31st March 2013 on a "going concern" basis.

Corporate Governance

The report on Corporate Governance forms part of Annexure to Directors Report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

Directors'' Clarifications to Auditors'' Remarks

In regard to the remarks in the Auditors'' Report, your directors wish to clarify as under:

i. The Company has received wealth tax demand for the Asst. year 2005 - 06, 2006 - 07, 2007 - 08, 2008 - 09, 2009 -10, 2010 - 11 and 2011 - 12 for Rs.977.24 lakhs against which the company has filed appeals with CWT(A) and confident of fair chances of success in appeal. Therefore, no provision has been made in the accounts and stay petition has been filed.

ii. The entire shareholding in the subsidiary, has since been sold as aforementioned under the paragraphs on Key Events after the Balance Sheet date. Hence the remarks in this regard are no longer applicable.

iii. Efforts are being made to obtain confirmation of balances of the receivables, payables, loans & advances etc pending over 3 years..

In case of Auditors observations under Emphasis of Matter on the income tax demand made for Asst Year 2010-11, your company has filed an appeal before CIT(appeals) and is confident of succeeding.

Auditors

M/s CNGSN & Associates, (Firm Registration No: 004915S) Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

Registered Office: BY ORDER OF THE BOARD

No :1, Cooks Road Perambur

Chennai 600 012 M. NANDAGOPAL

Date: 03.10.2013 EXECUTIVE CHAIRMAN


Mar 31, 2012

The Directors present the Forty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS

Rs. In Lakhs

As at As at 2011-2012 2010-2011

Operating Profit / (Loss) 355.40 543.88

Profit before Depreciation & Tax 355.40 543.88

Depreciation 25.37 25.43

Profit / (Loss) for the year 330.03 518.45

Tax 86.00 105.00

244.03 413.45

Extra-ordinary items 16.70 0.50

Profit / (Loss) for the year 227.33 412.95

REVIEW OF OPERATIONS

Services Division

The performance of the container freight station was continued to be satisfactory during the financial year 2011-12. However, owing to very difficult road traffic constraints prevailing in the location of our operation, the company ceased the operation of container freight station with effect from May 2012. As the company will only continue warehousing operation, higher revenue could not be anticipated during the current year.

Sale Registration of Plots in terms of Memorandum of Understanding (MOU) with Unions

Till date, sale registration has been made to 128 allottees out of 244 allottees of 500 sq.ft. of plot of company's land each, in terms of Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions.

Scheme of Arrangement & Demerger

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement prepared by the consultants taking into account all statutory requirements, formalities and compliances of legal and regulatory authorities, to demerge the Company's properties undertaking comprising all assets and liabilities to S.V.Global Mill Limited and the Agencies and Services undertakings comprising all assets and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.Global Mill Limited and One equity share of Rs.10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Hon'ble High Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of

Arrangement. Subsequent upon shareholders[]approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon{§le High Court of Madras. On 22nd April 2010 the Hon{§le High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the "effective date" and Ist January 2010 the "Appointed Date"

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule I9(2)(b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company. The respective resulting companies are following it up with SEBI for early approval of SEBI for relaxation of Rule I9(2)(b). Soon after the Stock exchanges would permit trading in equity shares of the respective resulting companies and until then the shares credited to the respective shareholders demat account is kept frozen.

Directors

The Company continues to comply with the terms of Clause 49 (C ) (iv) of the Listing Agreement with Stock exchanges. Mr. R Narayanan, Mr. S Natarajan, Mr. K Sundareswaran and Dr. Sadayavel Kailasam, Directors, retire by rotation and offer themselves for reappointment.

Binny Engineering Limited

The audited accounts for the year ended 31.3.2012 and other reports of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 2I7 (I) (e) of the Companies Act, I956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule I988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 2I7 (2A) of the Companies Act, I956 read with the Companies (Particulars of Employees) Rules I975 are not applicable as none of the employees is coming under the purview of this section.

DirectorsQResponsibility Statement

As required under section 2I7 (2AA) of the Companies Act, I956, the Directors state as follows:

i. that in the preparation of annual accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year ended 31st March, 2012 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the year ended 31st March 2012 on a "going concern" basis.

Corporate Governance

The report on Corporate Governance forms part of Annexure to Directors Report.

Secretarial Audit

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

DirectorsQClarifications to AuditorsQRemarks

In regard to the remarks in the Auditors"Report, your directors wish to clarify as under:

4. (f) i. The Company has received wealth tax demand for the Asst. year 2005 Q 06, 2006 Q 07, 2007 Q 08, 2008-2009, 2009-10 & 2010-2011 for Rs.977.24 lakhs against which the company has filed appeals with CWT(A) and confident of fair chances of success in appeal. Therefore, no provision has been made in the accounts and stay petition has been filed.

Considering the company's fair chance of succeeding the appeal against income-tax demand for the asst. year 2008 Q 09 for Rs.19.21 lakhs, which is disputed before CIT(A), no provision has been considered necessary.

ii. The management of the subsidiary is exploring all possible avenues and taking efforts to obtain necessary permissions of the authorities to resume the business by utilizing the vast leasehold land at the prime location. considering the long term nature of investment no provision for dimunition in value is considered necessary.

iii. Efforts are being made to obtain confirmation of balances.

Auditors

M/s CNGSN & Associates, (Firm Registration No: 0049I5S) Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

Acknowledgement

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

Registered Office: BY ORDER OF THE BOARD

I06, Armenian Street

Chennai 600 001 M. ETHURAJAN

Date: Ist September 20I2 EXECUTIVE CHAIRMAN


Mar 31, 2010

The Directors present the Forty First Annual Report and Audited Accounts of the Company for the 6 months period ended 31st March 2010.

FINANCIAL RESULTS

Rs. In Lakhs

2009-2010 7008-2009

6 months 18 months

Operating Profit / (Loss) 85.26 (1077.18)

Interest and Finance Charges - -

Profit before Depreciation & Tax 85.26 (1077.18)

Depreciation 14.45 104.49

Impairment Loss (AS-28) - 915.00

Profit / (Loss) for the year 70.81 (2096.67)

Wealth tax paid (prior years) 866.44

Tax 4.00

(795.63) (2100.67)

Extra-ordinary items 3.83 654.00

Profit / (Loss) for the year (799.46) (2754.67)



REVIEW OF OPERATIONS

Textile Division B&C Mills

The textile mill continues to remain closed during the year under review also.

Service Division

The performance of the container freight station was continued to be satisfactory during the financial year 2009-10. However, owing to road traffic constraints prevailing in the location of our operation, higher revenue could not be anticipated during the current year.

BIFR

Earlier, BIFR sanctioned a Rehabilitation Scheme on 22nd October 2003. Then on 26th December 2006, BIFR passed an Order stating that the company is out of purview of BIFR, which was challenged before the Honble High Court of Madras by the employees Unions. The Madras High Court vide its order dated 7th August 2008, based on the joint memo filed by the Compan) and the employees Unions, declared that "further it is made clear that the petitioner company is ceased to be a sick industria undertaking with effect from 30.9.2005". The Board had decided it appropriate to consider restructuring the company through demerger of undertakings of the company into two or more companies to enable the companies to concentrate on their con business activities. During this period the company has demerged into three companies.

SCHME. or ARRANGEMENT & DEMERGER

On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement to demerg the Companys properties undertaking comprising all assets and liabilities to S.V.GIobal Mill Limited and the Agencies and Service undertakings comprising all assets and liabilities demerged to Binny Mills Limtied. Based on the valuation reports of the value and in terms of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V.GIobal Mill Limited and One equity share of Rs. 10/- each fully pai up of Binny Mills Limited as on the record date, in consideration of the demerger.

The Honble Hign Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equit shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement. Subsequent upon shareholder approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 381 to 394 of th Companies Act, ! 956 was filed with the Honble High Court of Madras. The Honble High Court of Madras vide its Order date 22nd April 2010, sanctioned the Scheme of Arrangment under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mil! Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8* May 2010 has become the "effective date" and 1st January 2010 the "Appointed Date".

28* May 2010 was fixed as the record date for the purpose of allotment of shares to the shareholders of the Company, in the two resulting companies, viz., S.V. Global Mill Limited and Binny Mills Limited were allotted shares in terms of the Scheme, in the ratio of:

1. In S.V. GIobal Mill Limited (Resulting Company I):

a. 7 equity shares of face value of Rs.5/- each credited as fully paid up for every 7 equity shares of s.5/- each fully paid-up

b. One 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every Thirty 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 138 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

2. In Binny Mills Limited (Resulting Company II) :

a. One equity share of face value of Rs, 10/- each credited as fully paid up for every 7 equity shares of Rs.5/- each fully paid-up

b. 15 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every Thirty 9.75% Cumulative Redeemable Preference shares of Rs.5/- each fully paid-up

c. 1,631 9% Cumulative Redeemable Preference share of face value of Rs.5/- each credited as fully paid up for every 3,125 9% Cumulative Redeemable Preference shares of Rs.5/- each fully paid up.

The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010.

Central Depository Services (India) Limited (CDSL) has permitted the equity shares of the compony for connectivity in their depository vide ISIN No: INEII8K0I0II. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and are under process.

Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010, but the "Appointed Date" being 1st January 2010, pending these formalities the additional preference share capital and reduction in preference share capital have been accounted for in the Balance Sheet of the Company as on 31.3.2010.

Accounting entries in respect of transfer of assets and liabilities from Binny Limited to the respective resulting companies were made with effect from 1.1.2010 and the excess of the value of assets over the value of liabilities transferred pursuant to the Scheme of Arrangement amounting to Rs. 10,287.54 lakhs have been credited to "Capital Reserve Account".

DIRECTORS

At the meeting of Board of Directors held on 29th April 2010, Dr. Sadayavel Kailasam, has been co-opted as an additional independent Director of the Company to hold office upto the date of the ensuing Annual General Meeting and being eligible for reappointment. With this appointment, the Company continue to comply with the terms of Clause 49 ( C ) (iv) of the Listing Agreement with Stock exchanges.

Mr. Justice S. Jagadeesan, Mr.S. Vijayaraghavan, Mr. R Krishnan and Mr. Arvind Nandagopal retire by rotation and offer themselves for reappointment.

Binny Engineering Limited

The audited accounts for the 6 months period ended 31.3.2010 and other repots of the company as required under section 212 of the Companies Act is attached.

Statutory Requirements

As per the requirements of section 217 (I) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report.

The particulars required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules i 975 are not applicable as none of the employees is, coming under the purview of this section.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, ! 956, the Directors state as follows:

i. that in the preparation of annual accounts for the six months period ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 six months period ended 31st March, 2010 and of the profit or loss of the Company for the said period under review.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the accounts for the six months period ended 31st March 2010 on a "going concern" basis.

COST AUDITOR

As per the reference made to the Central Government by the Company for non-requirement of complying with the provision of Sec.233(B) of the Companies Act, 1956, since there is no production of the product "textile" under reference for cost audit for the financial years 2007-08 and 2008-09, the Central Government has granted exemption for the said period. The necessary application has been submitted to the Central Government for the year 2009-10 and the exemption is expected.

CORPORATE GOVERNANCE

The report on Corporate Governance forms part of Annexure to Directors Report.

SECRETARIAL AUDIT

In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory.

DIRECTORS CLARIFICATIONS TO AUDITORS REMARKS

In regard to the remarks in the Auditors Report, your directors wish to clarify as under:

4 (f) (i) Pursuant to Clause 8 of the Scheme of Arrangement sanctioned by the Honble High Court of Madras, your Directors engaged a reputed valuer to revalue the B & C Mill Compound forming part of the remaining undertaking and to restate the value of the brought forward loss.

4 (f) (ii) Efforts are being made to confirm the balances.

4 (f) (iii) The Company has filed returns with "Nil" taxable wealth and the Department has not raised any demand till 31.3.2010 and the management is of the view that there are no wealth tax liability as on 31.3.2010.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Kamataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation.

By Order of the Board

Chennai

25th August 2010

M ETHURAjAN

Executive Chairman

 
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