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Directors Report of Binani Industries Ltd.

Mar 31, 2018

DIRECTORS'' REPORT & MANAGEMENT DISCUSSION & ANALYSIS REPORT

Dear Members,

Your Directors present the Fifty- Fifth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS		(Rs in Lakhs)
Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Total Income	4,305	18,387
EBIDTA**	(394)	1,600
Finance Costs	5,073	5,249
Depreciation & Amortization	85	170
Transfer from Business Re- organization Reserve (BRR)	(5,353)	(5,854)
Profit before Tax	(479)	1,430
Less: Tax Expense (Current Tax and Tax on Earlier Years)	0	0
Less:Deferred Tax Charged/ ( Credit)	26	362
Profit after Tax	(505)	1,067
Other Comprehensive Income	6A	(19)
Total Comprehensive Income	(499)	1,049

** After transfer of Rs. 230 Lakhs and Rs. 605 lakhs to BRR respectively in the years 2018 and 2017.

* Previous year figures have been re-stated as per Indian Accounting

Standards (Ind AS).

"Rounded off. Actual amount Rs.5.45 Lakhs

2. REVIEW OF OPERATIONS

Your Company is engaged in the business of providing, media, publication services, trading in shares and securities. Your Company has stopped providing management support services to its subsidiaries.

For the year under review, your Company earned a Total Income of Rs.4305.24 Lakhs as against ? 18387.49 Lakhs in the previous year. Company''s earning Profit after Tax of ?(505) Lakhs (including amount transferred before EBIDTA) as against ? 1,067.33 Lakhs in the previous year after transfer of sum of Rs. 5353.17 Lakhs from Business Re-organization Reserve as against? 5,854.02 Lakhs last year. The Company was providing Logistics Services to one of its Subsidiaries i.e Binani Cement Limited (till 24th July 2017). BCL is now taking logistics services from other vendors. The company is in the process of finding alternate business opportunities.

3. DIVIDEND

In view of loss, the Directors do not recommend any dividend on Preference and Equity Shares of the Company for the Financial Year ended 31st March, 2018. In terms of Section 47(2) of Companies

Act, 2013 Triton Trading Company Private Limited (TTCPL), the preference shareholder of the Company shall have a right to vote on all resolutions placed before the Company on account of nonpayment of dividend on 12,298,000 - 0.01% Non -cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up held by TTCPL in the Company. These shares were allotted on March 31, 2015.

4. RESERVES

No amount is proposed to be transferred to Reserves.

5. SHARE CAPITAL

During the financial year under review there have been no changes in the Authorised, Issues, subscribed and paid up share capital of the Company.

6. CONSOLIDATED FINANCIAL STATEMENTS

A. In accordance with the provisions of sub-section (3) of section 129 of the Companies Act 2013 and the SEBI Listing Obligation and Disclosure Requirements Regulations, 2015, the Consolidated Audited Financial Statements of the Company including the financial details of all the subsidiary companies of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with applicable Accounting Standards prescribed under Section 133 of the Companies Act 2013, subject to the following :-

1. Binani Cement Limited (BCL), a major subsidiary was admitted under the Corporate Insolvency and Resolution Process (CIRP) in accordance with the Insolvency and Bankruptcy Code, 2016 (IBC) dated July 25, 2017 and a Resolution Professional was appointed. Effective from July 25, 2017 the Board of Directors of BCL were suspended and effectively Binani Industries Limited lost control over BCL with regards to operational and financial decision-making powers and derive economic benefits from its activities. The Company has not received the consolidated management accounts duly signed for the period April 01, 2017 till July 24, 2017 (date up to which the company had control) and accordingly couldn''t draw consolidated financial statement of the group for the year ended March 31,2018 within time.

2. Pending receipt of BCL financial statement stated above, the Company made application to SEBI requesting time to declare Consolidated Financial results for the year ended March 31, 2018. SEBI vide letter dated 25th June, 2018 declined the Company''s request. However, management continue to wait for the BCL financial statement to ensure compliance with the Indian Accounting Standard and also obtained extension for holding Annual General Meeting for adoption of annual accounts vide ROC letter dated 23rd August, 2018.

3. As the Company lost control over BCL it couldn''t obtain the BCL consolidated financial statement till date and prepared these consolidated financial without consolidating BCL financial results for the period; the assets and liabilities and Non-controlling interest of/ in BCL is not derecognized from the consolidated financial statements; and retained interest as of July 24, 2017 is not accounted at fair value.

4. The final order was passed by the National Company Law Tribunal on 14th November 2018 approving the resolution plan submitted by Ultratech Cement Limited and post the dismissal of the application by M/s Rajputana Properties Pvt. Ltd. to the Supreme Court on 19th November 2018, the same became effective. However, pending clarity and implementation of the Resolution Plan by Ultratech Cement limited, no impact has been provided of the said resolution plan in these consolidated financial statements for the year ended March 31, 2018.

5. Accordingly, investment in equity and noncumulative redeemable preference shares of Binani Cement Ltd (BCL) have been carried at the fair value arrived as on March 31,2017 of Rs. 339,738 lakhs and ? 1,621 lakhs for as at March 31, 2018. Also no provision / adjustment have been made toward the outstanding balance of loans and advances of ? 700 lakhs, security deposits of Rs.100 lakhs and trade receivables of Rs. 1362.10 lakhs due from BCL.

6. No impact has been considered on the outstanding liabilities (payable to BCL and to lenders) and guarantees given on behalf BCL or guarantees given by BCL on behalf of Company and its subsidiaries.

B. Having regard to the ongoing Corporate Insolvency and Resolution Process in respect of BCL there are various news being reported / appear in public domain involving/ mentioning about the Company, BCL, Promoters and other group companies however the management of the Company is confident that these allegations are baseless and lacks merit.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause of sub-section (3) and subsection (5) section 134 of the Companies Act 2013 (''the Act'') your Board of Directors state and confirm that:-

a. In the preparation of the annual financial statements for the year ended March 31, 2018, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and proper explanation relating to material departures, if any, has been furnished;

b. We have selected such accounting policies as listed in the Financial Statements and have applied them consistently and prudent judgments & estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profits of the Company for the financial year ended on that date;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of ''the Act'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts for the financial year ended on March 31, 2018 on a going concern basis.

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

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

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

a. Exim Bank of India, the Company''s Lender has recalled the loan. Exim Bank of India has also invoked the Corporate Guarantee issued by Binani Cement Limited. Since CIRP of Binani Cement Limited is underway, the Company is expecting a suitable resolution shortly.

b. B T Composites Limited a subsidiary of the Company is in the process of voluntary liquidation and has appointed Mrs. Sara Sancheti, a Company Secretary in Whole Time Practice as the liquidator of the Company. The procedure for voluntary liquidation is underway.

c. Binani Global Cement Holdings Private Limited, Singapore has received approval in July 2017 from the Accounting and Corporate Regulatory Authority of Singapore for closure of the Company and intimation to Reserve Bank of India through the Authorised Dealer has been made.

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

During the year under review, the loans given, investments made and Guarantees given and securities provided under Section 186 of the Companies Act 2013 are given in the Notes to the Standalone Financial Statements.

10. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm''s length. The Audit Committee from time to time reviewed and approved the said transactions. The details of existing Related Party Contracts/ Arrangements, modified during 2017-18 are disclosed in form AOC-2 in terms of Section 134 of the Companies Act 2013 is provided as Annexure A and in the notes to the Financial Statements.

11. DEPOSIT

The Company has not accepted any deposit from the public within the meaning of sub-section (31) of section 2 and Section 73 of the Companies Act, 2013 and Rules framed thereunder.

12. OUTLOOK

The year 2017-18 has been a year of mixed bag for the Group.

Edayar Zinc Limited (EZL) operations were shut for the entire year. The Consortium of Banks led by Punjab National Bank have taken symbolic possession of the mortgaged assets on 21st July, 2016 and are conducting / in the process of conducting auctions for sale of the mortgaged properties. Meanwhile, the management of EZL has already entered into settlement agreements with the workers and EZL is hopeful that Creditors and Authorities will take measured stand to safeguard interest of all stakeholders.

The Group''s Glass Fibre business, both in India and abroad have shown considerable improvement for the year under review. Improved business conditions in European Markets with several measures undertaken to improve efficiency across different operating areas, resulted in significantly improved top line as well as bottom-line.

BIL Infratech Limited another subsidiary of your Company continued to report fairly good performance.

13. REPORT ON SUBSIDIARY COMPANIES

In accordance with Proviso to sub-section (3) of Section 129 of the Companies Act, 2013 ("Act"), the salient features of the Financial Statements of Subsidiary Companies are set out in the prescribed Form AOC - 1 which forms part of this Report. The said Financial Statements shall also be kept for inspection by the Members at the Registered Office of the Company. The Company will provide free of cost, a copy of Financial Statements in respect of its subsidiaries to any Member of the Company, upon receipt of a request for the same.

FINANCIAL HIGHLIGHTS AND BUSINESS OUTLOOK OF THE COMPANY''S SUBSIDIARY COMPANIES

Binani Cement Limited (BCL), a major subsidiary was admitted under the Corporate Insolvency and Resolution Process (CIRP) in accordance with the Insolvency and Bankruptcy Code, 2016 (IBC) dated July 25, 2017 and a Resolution Professional was appointed. Effective from July 25, 2017 the Board of Directors of BCL were suspended and effectively Binani Industries Limited lost control over BCL with regards to operational and financial decision-making powers and derive economic benefits from its activities.

Edayar Zinc Limited (formerly Binani Zinc Limited)

Financial Highlights		(Rs. in Lakhs)
Particulars	2017-18	2016-17
Total Revenue	28	201
Loss before Interest, Depreciation & Tax	(238)	(226)
Interest and finance charges	-	1
Provision for Depreciation	381	389
Loss before Tax	(619)	(616)
Exceptional Items	(2857)
Provision for Tax	-	-
Loss after Tax	(3476)	(616)

Review of Operations

During the Financial Year 2017-18 the Company did not operate its plant and pursuant to the repealing of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), the reference made to Board of Industrial and Financial Reconstruction (BIFR) got abated.

Lenders to the Edayar Zinc Limited ("EZL") a Subsidiary of the Company have initiated action under Section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act 2002) for recovery of their dues and has taken symbolic possession in July 2016.

EZL where lenders have initiated Sarfaesi Action and are conducting / in the process of conducting auctions for sale of mortgaged property. EZL is hopeful that Lenders, Creditors and Authorities will take a measured stand to safeguard interest of all stakeholders.

During FY 2018 ("the year under review"), total revenue was Rs. 27.84 lakhs as against Rs. 200.74 lakhs during corresponding previous FY 2017. The Company recorded negative EBIDTA of Rs. 237.58 lakhs in FY 2018 vis-a-vis negative EBITDA of Rs. 225.10 lakhs last year.

3B Binani Results Highlights 2018 (including Goa Glass Fibre Limited)

Financial Highlights		Euro in Million)
Particulars	2017-18	2016-17
Total Revenue	213,37	199,70
Profit before, Depreciation, Interest & Taxation and Exceptional Items	45,40	43,40
Provision for Depreciation	20,21	18,89
Interest and Financial Charges	19,36	20,90
Profit /(Loss) before Tax & Except items	16,37	-2,77
Exceptional items	1,88	4,75
Tax & Deferred tax	1,09	0,00
Profit /(Loss) after tax	13,40	-7,53

Financial Highlights

3B Binani, on a consolidated basis, reported a further improvement in its operating performance in the year 2017-18. The total revenue increased by 6.8% mainly driven by an increase in sales volume. Profit before Depreciation, Interest and Taxation increased also by 4.6% versus last year (2016-17). The improvement is mainly driven by robust market conditions and continuing commercial efforts which enabled us to increase the sales volume. The ongoing implementation of the profitability improvement plan covering all key financial drivers also strongly contributed to the overall performance improvement. On top of these internal factors, the net profit improvement is also partially driven by the weakening of the dollar and the associated impact on the revaluation of the acquisition loan.

Industry Overview

The European Market in 2017 was really strong with an average growth estimated at 7.7% versus 2016. CS grew significantly 13.2% together with Mat 13.0%. The growth in CS was supported by a robust automotive market. On the other hand, DR grew a small 1.7% amid some concern on the back of the wind industry expected to slow down due to the shift in the support mechanism in Germany and the UK. In India, the Glass fibre Industry is estimated to have grown by a CAGR of 7% during the period 2011 -2016. Demand was affected though in 2017, as Indian economy suffered the impact of demonetisation (Oct 16), the GST implementation (July 17) and the temporary slowdown of the Wind Industry. Glass fibre consumption is estimated to have slightly come down, -4.7% from last year. The economy in India is expected to be back on track by 2018. Glass fibre demand will then follow with an expected growth of 7% per year.

Market outlook

3B Binani will continue to focus on its core markets Automotive, Wind and Performance Composites, supplying these markets with high quality Chopped Strands and Direct Roving products, supported by high performance specialty products like HiPer-texâ¢ and CFM. 3B Binani still shows a strong focus on innovation to develop value-added products for its customers in order to deliver product differentiation, to improve the profitability and to keep ahead of competition. Looking ahead, the overall demand growth for glass fibre in Europe is expected to continue with the economies remaining robust. In India, the wind market is coming back as expected which is very encouraging for the years to come.

BIL Infratech Limited (BILIL)

BILIL is a wholly owned subsidiary of Binani Industries Ltd. (BIL). BILIL is engaged in construction works on EPC, Design & Build and BOQ Item rate contracts in following fields in all relevant disciplines like Civil & Structure, Inter!or works, Electrical, Building Automation, Mechanical, PHE Plumbing & Sanitary, Firefighting, HVAC, STP/ETP/WTP, Alternative Energy etc.

i. Industrial Units: Material Handling in Mines & Minerals and some processing units.

ii. Infrastructure: Bridges, Hospitals, Institutions, Disaster Management facility, Industrial Park, Tram track, Border out posts etc.

iii. Real Estate : Both Commercial & Residential

Financial Highlights		(Rs. in Lakhs)
Particulars	2017-18	2016-17
Total Revenue	25127	24574
Profit before Depreciation, Interest and Tax and Exceptional Items	1781	1156
Provision for Depreciation	138	141
Interest and Financial Charges	727	332
Profit/ (Loss) before Tax	916	859
Provision for Tax	332	305
Profit /(Loss) after Tax	584	553

Operations Review

BILIL reported the total income of Rs. 25,126.92 lacs for the year under review as against Rs. 24,574.40 lacs in the previous year. It reported a Profit after Tax of Rs. 583.88 lacs as compared to Rs. 553.22 lacs in the previous year.

Industry Overview

The Year 2017-18 continued to be challenging for BILIL whereas India achieved 7.36% GDP growth as compared to 6.74% in previous year and was globally acknowledged as the world''s fastest growing economy. Plethora of opportunities predominantly in Infrastructure, Rail, Road and Power & Renewable Energy had been visible. The Smart City Mission with assured budgetary support to create 100 Smart Cities across India had also bolstered the optimism significantly.

Strong signs of economic revival visible with higher consumer confidence, Industry and Infrastructure sector from the beginning of FY2017-18 with lot of construction tenders floating in infrastructure field. BILIL bagged lot of jobs during 2017-18 aggregating to a total value of Rs.440.00 Cr. However due to restrictions in BG limit with Bankers, current financial year i.e. 2018-19 could be a challenging year to bid for further new tenders.

Business Outlook

Stable and visionary Government, policy reforms, strong possibility of simplified Tax regime and continued efforts to improve Ease-of-doing-business have made India a bright spot in global investment map. Higher Govt. spending in key sectors such as Infrastructure, Rail, Road, Port, Power, robust FDI in Manufacturing and defence production will push up growth prospect tremendously.

On-going Policy reforms, divestment of PSU stakes, relaxed FDI norms to allow foreign players in Indian Infrastructure Sector and thrust towards clean Energy and Make-in-lndia initiative will create investment friendly environment and fuel growth momentum further. This will significantly drive demand in key Industry sectors like Cement, Steel, Mining and other Metals. Overall there will be high growth scenario in a wide spectrum of industries.

However, there is possibility of Govt. funding target not being met. At the same time high debt levels of private Infrastructure players, cautious approach of Banks for new investment proposals and RBI''s dictate to banks to be decisive and apply the newly enacted Insolvency and Bankruptcy Code, 2016 (IBC) framework against the erring defaulters with NPA accounts in addition to the traditional land acquisition issues may hold back the pace of private investments and could be potential growth decelerators.

Opportunity and Threats

Higher Govt. spending to build robust infrastructure, single goods and services tax (GST), favorable Govt. approach towards PPP Model, lower fiscal deficit and low interest regime are expected to boost long-term inbound investment actively.

However, rising inflation and high debt levels of large scale Private infrastructure developers may constrain investment in this sector. Inability of Govt. funding through divestment of PSUs may dampen investment scenario further.

Way forward of the Company

In order to ensure growth, we have to book more and more orders and in order to book orders in this competitive market we have no other way but to accept minimum margin. Hence we are looking for more volume and minimum margin in conventional item rate construction contracts.

The only available way of earning more margins is to focus on EPC or Design & Built contracts where there is less competition but it calls for strong credential in respective fields which we are lacking but we have to gradually build it by engaging as JV partner or associate or back to back sub contract.

Company''s Growth Plan for next three years

FY 2018-19 ->Rs. 300 Cr from target Order book position of Rs.800 Cr FY 2019-20 -> Rs.325 Cr from target Order book position of Rs.800 Cr FY 2020-21 -> Rs. 350 Cr from target Order book position of Rs.850 Cr

Global Composite Holdings Inc. formerly known as CPI Binani Inc. (CPI Binani)

Financial Highlights

	(In mn USD)
Particulars	2017-18	2016-17
Total Revenue	-	0.001
Profit before Depreciation, Interest and Tax and Exceptional Items	-	0.001
Provision for Depreciation	-	-
Interest and Financial Charges	-	-
Profit/ (Loss) before Tax	0.004	0.038
Provision for Tax	-	-
Profit /(Loss) after Tax	0.004	0.038

CPI has been incurring losses and in March 2015, it sold its assets to Core Moulding Technologies Inc USA. The Company is looking out for new business opportunities.

B T Composites Limited (BTCL)

BTCL is wholly owned subsidiary of the Company and is under the process of Voluntary winding- up.

OTHER SUBSIDIARIES

a. Royalvision Projects Private Limited wholly owned Subsidiary which was incorporated 3-4 years back, is yet to commence any business activities. The Company made marginal profit for the financial year ended 31st March, 2018. This was on account of certain routine administrative expenses incurred by the Company.

14. AUDIT OBSERVATIONS

The Auditors, in their Report, have made observations in connection with creation of Business Re-organization Reserve (BRR) and transfer of sums to offset certain expenses/write-offs, fair valuation of the Company''s investments done by the Company, and outstanding guarantees issued by the Company to banks and financial institutions on behalf of subsidiaries including one step down subsidiary which are significant in relation to the networth of the Company,

The Board wishes to state as follows:

a. Pursuant to a separate Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta between WIEL and a step down wholly owned subsidiary of the Company on 18th March 2014, being the Company as a successor to WIEL, 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. All amount required to be taken as per AS 30 to revenue reserve or to an appropriate equity account shall be aggregated and such aggregate shall be taken to the Business Reorganisation Reserve (BRR). In the event of any conflict between the provision of AS 30 and any other Accounting Standards, the provision of AS 30 will be applied in preference to any other Accounting standard. BRR shall constitute a reserve arising as per this Scheme and shall not for any purpose be considered to be a Reserve created by the Company. During the year, the Institute of Chartered Accountants of India (ICAI) has withdrawn Accounting Standard 30 (Accounting Standard on Financial Instruments: Recognition and Measurement). Consequent to this, the Company, backed by legal opinion, has applied principles of notified Ind AS related to Financial Instruments being new accounting standards applicable instead of AS 30. All equity investment including Investment in Subsidiaries are designated as fair value through profit & loss. Accordingly, all amounts required to be taken as per the Financial Instruments Standards under Ind AS to revenue reserve or to an appropriate equity account / Other Comprehensive Income are aggregated and such aggregate is taken to Business Re-organization Reserve (BRR) in line with the afore-cited court order. This matter has been referred to by the auditors.

b. As per the DRT order on the Securitization Application Edayar Zinc Limited (EZL) has paid Rs. 247.25 Lacs by March 31, 2018 and continues to pay Rs. 25000 per day. EZL has not provided interest on banks loans for the year amounting to Rs. 4992.18 Lacs.

c. The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries, for the purpose of expansion projects and working capital requirements. The outstanding aggregate balance of these guarantees is Rs. 590,247 Lacs as on March 31, 2018. The Subsidiaries have sufficient assets to meet their borrowings. Considering the same, in the opinion of the management, these are not expected to result into any financial liability to the Company.

d. The Company was in the process of restructuring its bank borrowings with the Lender. However, in the interim, the said Lender has communicated to the Company that it is recalling its borrowings and has also designated the foreign currency debt into INR denominated debt with higher coupon rate and has demanded repayment of all out standings including corresponding interest and penal interest immediately. The Company has requested the Lender to defer the recall and has in the interim provided alternative mechanism for repayment of its loans in due course. The Company is awaiting response from the Lender in this behalf. Hopeful of a favourable consideration by the Lender of its alternative mechanism, the Company continues to denominate such loans in Foreign currency and has not classified the outstanding Loan as Current Liabilities. Further, it has also not accrued differential and penal interest.

e. The final order was passed by the National Company Law Appellate Tribunal on 14th November 2018 approving the resolution plan submitted by Ultratech Cement Limited and post the dismissal of the application by M/s Rajputana Properties Pvt. Ltd. to the Supreme Court on 19th November 2018, the same became effective. However, pending clarity and implementation of the Resolution Plan by Ultratech Cement Limited, no impact has been provided of the said resolution plan in these consolidated financial statements for the year ended March 31, 2018.

The Group had given corporate guarantees on behalf of BCL of Rs. 3,79,792 Lakhs as on March 31, 2018. BCL has also jointly and severally Guaranteed the loans along with the Company on behalf of 3B Binani Glass Fibre Sari, Luxembourg aggregating to Rs.1,63,061 lakhs as on March 31, 2018. The Lender to 3B Binani Glass Fibre Sari, Luxembourg had submitted its claim to BCL resolution professionals.

The Company was in the process of restructuring its bank borrowings with the lender. However, in the interim, the said lender has communicated to the Company that it is recalling its borrowings and has also designated the foreign currency debt into INR denominated debt with higher coupon rate and has demanded repayment of all outstanding debt balance along with corresponding interest and penal interest, immediately. The Company has requested the lender to defer the recall and has in the interim provided alternative mechanism for repayment of its loans in due course. The lender had filed its claim to BCL (subsidiary till July, 24, 2017) which is under the IBC process and has also invoked the Corporate Guarantee issued by BCL which forms part of Resolution plan alongwith interest payable. As per Resolution plan approved by NCLAT, the Financial Liabilities of Binani Cement Limited and those liabilities which are guaranteed by Binani Cement Limited will be paid with interest up to the date of payment by Ultratech Cement Limited.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Directors:

Mr. Braj Binani retires by rotation and being eligible, has offered himself for re-appointment.

The Board of Directors appointed Mr. Rajesh Kumar Bagri as an Additional Director (Non Independent) of the Company with effect from 26th April, 2018 in terms of provision of Section 161 of the Companies Act 2013 (''the Act'')

Mr. Rajesh Kumar Bagri, aged about 60 years, is a B.com (Hons) from St. Xavier''s College and has 38 years of Experience as Consultant and Advisor. His areas of expertise as consultant and as Faculty in varied subjects ranging Information Technology and its use in Human Productivity. He has developed specialised techniques in restoration /rejuvenation of engineering drawings including conversion of raster images to vector and digital formats and reducing imaging errors.

Mr. Bagri was also involved in handling various documentation and legal work and has conducted workshops and specialised studies for Ordnance Factories Steel Plants and other Public and Private Sector Industries.

Mr. Rajesh Kumar Bagri shall hold the office as Director of the Company upto the ensuing Annual General Meeting of the Company. The Company has received a notice along with requisite deposit from a Member signifying its intention to propose the candidature of Mr. Rajesh Kumar Bagri as Director.

Pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory amendments, modifications or re-enactments thereof for the time being in force), Mrs. Visalakshi Sridhar (DIN-07325198) was appointed as an Additional Director designated as Managing Director of the Company w.e.f 13th August, 2018 for a period of 3 years effective from 13th August, 2018 till 31st July, 2021 at Rs. 6,24,435/-p.m.

Mrs. Visalakshi Sridhar aged about 52 years is B.com, AICWA and ACS; She has experience of over 28 years in diversified business in the domain of Finance, Strategy, Accounts and Company Secretary. She has been associated with the Group for over 20 years in various capacities. During her association with the Group, the Group has completed organic and inorganic expansion in Cement and Glass Fibre.

In addition to the above she is also a Chief Financial Officer and Company Secretary of the Company.

The term of office of Mrs Sridhar as an Additional Director would expire at the forthcoming Annual General Meeting. Accordingly the approval of the members is sought for appointment and payment of remuneration to Mrs Sridhar as the Managing Director of the Company for a period of three years effective from 13th August, 2018 to 31s1 July, 2021.

The Board recommends the aforesaid appointment/re-appointment of the Directors. Brief profile of the Directors proposed to be appointed /re-appointed is annexed to the Notice convening ensuing Annual General Meeting.

Mrs. Nidhi Binani Singhania and Mrs. Shradha Binani had tendered their resignation on 26th April, 2018. The Board of Directors wishes to place on record their sincere appreciation for the contribution made by them during their tenure with the Company as Directors.

Key Managerial Personnel (KMP)

The details of the Key Managerial Personnel of the Company appointed pursuant to Section 203 of the Companies Act, 2013, are as follows:

Sr. No.	Name	Designation	With effect from	To
1	Mrs. Visalakshi Sridhar	Chief Financial Officer	1st April, 2015
		Manager	28th July, 2015	13th August 2018
		Company Secretary	24th October, 2015
		Managing Director	13th August 2018	31st July 2021

Board of Directors has formulated a Nomination and Remuneration Policy, annexed hereto as Annexure B, stating the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

16. AUDITORS

M/s. MSKA & Associates, Chartered Accountants, Mumbai (Firm Registration No.105047W) were appointed as Statutory Auditors of the Company at the 52nd AGM held on 19th December, 2015 for a term from the conclusion of the 52nd Annual General Meeting upto the conclusion of 57th Annual General Meeting, subject to the ratification by the Members at each of the Annual General Meetings. M/s. MSKA & Associates have provided a declaration to the effect that they continue to be eligible and independent in terms of Section 141 of the Companies Act, 2013 read with Rule 10 Companies (Audit & Auditors) Rules, 2014.

Your Board recommends the ratification of appointment of M/s. MSKA & Associates as the Statutory Auditors of the Company at the 55th AGM.

(In terms the Companies Amendment Act 2017, notified on 7th May 2018, ratification of appointment of statutory auditors at every AGM is no more a legal requirement. However, as the resolution passed for appointment of the auditors states that ratification of their appointment in every Annual General Meeting, your Company has recommended their appointment.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

With regard to the provisions of Section 136(1), read with its relevant proviso, of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during working hours on all working days upto the date of AGM and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Earning and Outgo.

The Company is not being engaged in manufacturing activities; hence, the particulars in respect of Conservation of Energy, Technology Absorption are not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo for the Financial Year 2017-18 are as follows:

		(Rs. in Lakhs)
Particulars	31st March, 2018	31st March, 2017
Expenditure
Foreign Travelling Expenses	0.78	2.24
Interest & Finance Charges on Foreign Currency Loan	4,667.96	4,813.82
Total	4,668.74	4,816.06
Earnings
Advertisement and Media Services	12.05	-
Total	12.05	-

19. TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTORS EDUCATION AND PROTECTION FUNDS (IEPF).

During the year under review, your Company has transferred a sum of Rs. 29,56,455/- to the Investors Education and Protection Fund of Central Government, in compliance with Section 125 of the Companies Act, 2013. This amount represents dividends for the financial year 2010-11 which had been lying unclaimed with the Company for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016, which have come into effect from 7th September 2016, which stipulates that shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares are to be transferred to the IEPF a fund constituted by the Government of India under Section 125 of the Companies Act 2013. The Company has intimated to all such shareholders vide letter dated 15th June 2016 about the non-encashment of dividend and transfer of the shares to IEPF at the appropriate date and has transferred 487635 shares to lEPF on 28th December, 2017. Details of shares transferred to IEPF have been uploaded on to the Company''s website.

The Company has intimated to all such shareholders vide letter dated 31st July 2018 about the non-encashment of dividend warrants for last seven years commencing from 2010-2011 and eventual transfer of the shares to IEPF after 24th August 2018 in the event of non-encashment of dividend. Details of shareholders who have not encashed dividend has been uploaded on to the Company''s website.

After the shares have been transferred to IEPF the shareholders can claim the said shares from IEPF authorities by filing e-form No. IEPF-5, as prescribed under the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016.

20. MEETINGS OF THE BOARD

During the year under review 5 meetings of the Board of Directors were held. The details such as the dates of meetings, attendance of the Directors thereat etc. are provided in Report on Corporate Governance, which forms part of this Report.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards'' performance, Performance of the Chairman and other Non-independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors'' feedback. This is further supported by the Chairman''s Annual Director

Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said policy has been disclosed on the website of the Company and can be accessed at http://binaniindustries.com/investor-relations/binani-industriesltd/company-policie-codes/

23. AUDIT COMMITTEE

The Audit Committee constituted by the Board complies with the requirements under the Act as well as LODR Regulations. The details with respect of the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

There was no recommendation of the Audit Committee which were not accepted by the Board.

24. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s Uma Lodha & Co., Company Secretaries (CP No.2593) to carry out Secretarial Audit of the Company for the Financial Year 2017- 18. The Secretarial Auditor Report which does not contain any observations or qualifications is annexed to this Report as Annexure C and forms part of the Board''s Report.

25. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format MGT-9 as required under Section 92 of the Companies Act, 2013 is appended as Annexure D to this Report.

26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Given the nature of business and size of operations, your company''s internal control system has been designed to provide for

a. Accurate recording of transactions with internal checks and prompt reporting.

b. Adherence to applicable Accounting Standards and Policies.

c. Compliance with applicable statutes, policies and management policies and procedures.

d. Effective use of resources and safeguarding of assets.

The Internal Control Systems provides for well documented policies / guidelines, authorisation and approval procedures. Your Company through a firm of Chartered Accountants carried out periodic audits on all functions based on the plan and brought out any deviation to the Internal Control Procedures. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board.

27. RISK MANAGEMENT

The Company had identified certain risk areas with regard to the operations of the Company which was facilitated by a renowned firm of consultants in Mumbai. The Internal Auditors review the steps taken for risk mitigation / minimization wherever ever possible and the status of the same is reviewed by the Audit Committee periodically. The Company''s Board is conscious of the need to periodically review the risks mitigation process.

28. POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy for prevention, prohibition and redressal of Sexual harassment. Pursuant to the provisions of sexual Harassment of Women at Work Place (Preventions, Prohibition & Redressal) Act, 2013. The Policy has been placed on the website of the Companywww.binaniindustries.com.

During the year under review, no complaints were received by the Company, pursuant to the aforesaid Act/ Policy.

29. CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in applicable regulations of LODR Regulations. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The Corporate Governance Report is attached as Annexure E to this Report.

The Chief Financial Officer has given a certificate of compliance with the Code of Conduct, which forms part of Corporate Governance Report as Annexure F required under SEBI LODR Regulations.

M/s Uma Lodha & Co., Practising Company Secretary have certified compliance with Corporate Governance clauses of erstwhile Listing Agreement and LODR Regulations and the Certificate in this regard is attached as Annexure G to this Report.

The Chief Financial Officer (CFO) certification as required under erstwhile Clause 41 of the Listing Agreement and Regulation 8(17)

of LODR Regulations is attached and forms part of this Report Annexure H. Related Party disclosures/transactions are detailed in Notes to the financial statements

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Braj Binani Group, through its operating Indian Subsidiaries, undertake the activities on an ongoing basis for upliftment of the weaker sections and welfare of the society.

Your Board has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Rules made there under. However, your Company is not obliged to spend any amount on CSR activities under the aforesaid provisions of the Act based on the criteria laid down therein.

1	A Brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and projector programs.	The Company by its CSR Activities has committed to participate in Social cause, be it uplifting the weaker section of the society or communal developments. The key focus area of the Company''s CSR activities are one or more from amongst the activities specified under schedule VII of the Companies Act, 2013 and Rules made thereunder. The Company''s CSR initiatives shall be integrated with its business practices with an overall objective of the growth and development of the society and the Country The CSR Policy of the Company is available at the company''s website
2	The Composition of the	Mr. Nilesh R Doshi - Chairman
	CSR Committee.	Mr. Shardul D. Shah - Member
		Mr. Rajesh Kumar Bagri - Member
		Mrs. Visalakshi Sridhar - Member
3	Average net profit of the Company for last three financial years	-ve (refer notes to the Audited Accounts)
4	Prescribed CSR Expenditure (two per cent of the amount as in item 3 above).	-ve

5	Details of CSR spent during the financial	Not applicable in view of point 3 above
	year: a) Total amount to be spent for the financial
	year b) Amount unspent, if
	any; c) Manner in which the
	amount spent during the financial year is detailed below
6	Reason for shortfall in spend	Not applicable
7	Responsibility statement of the CSR Committee	We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and CSR policy of the Company

Goa Glass Fibre Limited (GGFL)

The provisions of Section 135 of the Companies Act, 2013 and Rules there under with respect to CSR are presently applicable to the Company. In the year 2017-18 the CSR expenditure required by the Company was Rs. 27.94 Lakhs, being 2% of the average net profits of the Company for the preceding three financial years However due to paucity of time; the Company could spend Rs. 26.56 Lakhs on CSR activities by undertaking operations and surgeries for the poor, conducting blood donation camps, promoting education and providing infrastructural support to local schools besides contributing to PM''s National Relief Fund, Clean Ganga Fund and Swach Bharat Kosh. The shortfall of Rs.1.38 Lakhs in CSR spending was however spent by the Company in the month of April 2018. (2018-19).

BIL Infra tech Limited

BIL Infratech Ltd., the wholly owned subsidiary of Binani Industries Limited had taken an important steps in the year 2017-18 to strengthen and enhance its footprint in the adjoining areas where the Company is currently executing its flagship projects at:

1. Budge Budge (WBIDC''s Garment Park project) and

2. New Town, Rajarhat (NBCC-NICL Project).

At the same time Company wishes to explore opportunities and further expand to new focus areas aiming at community development around its areas of operation.

The initiatives adopted by the company were sustainable development in the areas of Health Care & safe and clean Drinking Water. The Company identified the beneficiaries on the basis of extensive survey made by the CSR initiatives Executing Partner NIRVANA FOUNDATION and accordingly finalised its social outreach while complying with its CSR mandate as per Companies Act, 2013.

The Company had taken up numerous CSR initiatives in collaboration with an NGO, Nirvana Foundation, in the vicinity of Budge Budge and Pujali Municipal area. The Company had adopted a focused and structured approach towards implementing its CSR initiatives and were addressing the need of Children studying in Govt. Schools of Rajibpur High School, Kalipur Girls High School and Pujali Shikshayatan. Most of the children studying in those schools were coming from BPL families and they were the first generation learners. The Company had recently installed RO Filtration plant for safe and clean drinking water and Sanitary Napkin Vending Machines in those schools. Inauguration ceremony of RO Plants and Vending Machines were held by Chairperson of Pujali Municipality, in the presence of Managing Director of BIL Infratech Ltd., Members of Nirvana Foundation and School Authorities. Besides, numerous free health check-up camps and distribution of spectacles after eye check-up were organized by the Company in Budge Budge and Rajarhat area.

As per provisions of section 135 and other applicable provisions of the Companies Act,2013 the Company is required to spend Rs. 19.93 lakhs during the financial year 2017-18, but the Company had spent Rs. 21.86 Lakhs on above CSR activities under the head 1) Promoting health care including preventive health care under clause I of Schedule VII of the Companies Act, 2013 (''Act'').

31. OTHER DISCLOSURES

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

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

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

c. Except for the one stated above no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

32. HUMAN RESOURCES

Across the Companies in the Group, Employee Relation continues to remain cordial. The Group''s emphasis on safe work practices and productivity improvement is unrelenting.

As per Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the median remuneration of our employees as at March 31, 2018 is Rs.5,90,769.

The Company had 31 permanent employees on its rolls as on March 31, 2018. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization.

33. CAUTIONARY STATEMENT

Statements made in this Report, describing the company''s objectives, projections, expectations and estimates regarding future performance may be "forward looking statements" within the meaning of applicable laws and regulations and are based on currently available information. The Management believes them to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to future events and uncertainties which inter-alia include regulatory changes, tax laws, economic developments within the Country and other incidental factors, that could cause actual results to differ materially from those as may be indicated under such statements.

34. ACKNOWLEDGEMENTS

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the joint venture partners, and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

	For and on behalf of Board of Directors of
	Binani Industries Ltd.
	Visalakshi Sridhar
		Managing Director, CFO & Company Secretary
	DIN: 07325198
	Membership No.lCSI-A13849
	AICWA-M2113
Date: 23rd November, 2018
Place: Mumbai

ANNEXURE A

FORM NO.AOC-2

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

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

Details of contracts or arrangements or transactions at Arm''s length basis.

Name (s) of the related party & nature of relationship	Binani Cement Limited (BCL) Nature of relationship - subsidiary. BCL was admitted under the Corporate Insolvency Resolution Process w.e.f July 25, 2017.
Nature of contracts/arrangements/transaction	Providing of Transportation & other Logistic Services
Duration of the contracts/arrangements/transaction	1st April, 2017 to 24th July 2017
Salient terms of the contracts or arrangements or transaction including the value, if any	Providing of transportation and logistics solutions on day to day basis at the BCLs manufacturing plants. The value of transaction for financial year 2017-18 was Rs.12327 Lakhs.
Date of approval by the Board	Up to 31st December, 2014, the services were provided pursuant to the contract dated 16th March, 2012. Post 1st January, 2015, the services were provided in accordance with generally accepted commercial practices.
Amount paid as advances, if any	Nil

Details of modifications to contracts or arrangements or transactions being modifications not at arm''s length basis:

The details of the contracts or arrangements or transactions which were earlier on arms length but varied to suit business requirements is as follows:-

Name(s) of the related party	Edayar Zinc Ltd.		Binani Cement Limited
Nature of relationship	Subsidiary	Subsidiary	Subsidiary (as inducted into the Corporate Insolvency Resolution Process w.e.f July 25, 2017)
Nature of contracts/ arrangements/ transactions	Mr. R.S. Joshi who is employed as Executive Director in the Company was appointed in EZL as Managing Director. He resigned as Managing Director of EZL on 24th January 2018	Mr. Saurabh Tiwari, who is employed as Officer in the Company was appointed as Company Secretary of EZL. He resigned from the Company on 24th October 2017.	Mr. Umesh Lathi, who was employed as Chief Commercial Officer was appointed as Chief Financial Officer w.e.f. May 29, 2017 till 31st December, 2017.
Duration of the contracts / arrangements/ transactions	From 29th September, 2016 till 24th January 2018.	From 27th October, 2016 till 24th October 2017.	May 29, 2017 till 31st December, 2017.
Salient terms of the contracts or arrangements or transactions including the value, if any	There were no variation in the existing contract There were no provision of recovery of remuneration paid to Mr. Joshi from EZL	There were no variation in the existing contract There were no provision of recovery of remuneration paid to Mr. Saurabh Tiwari from EZL	There were no variation in the existing contract. There were no provision of recovery of remuneration paid to Mr. Umesh Lathi from BCL.
Justification for Variation done in contract during the year	No variation made from entering into the transaction with the subsidiary.	No variation made from entering into the transaction with the subsidiary.	No variation made from entering into the transaction with the subsidiary
Date(s) of approval by the Board	29th July, 2016	27th October, 2016	May 29, 2017

Name(s) of the related party	Edayar Zinc Ltd.		Binani Cement Limited
Nature of relationship	Subsidiary	Subsidiary	Subsidiary (as inducted into the Corporate Insolvency Resolution Process w.e.f July 25, 2017)
Amount paid as advances, if any	Nil	Nil	Nil
Date on which the special resolution was passed in general meeting as required under first proviso to Section 188	Not Applicable	Not Applicable	Not applicable

	For and on behalf of Board of Directors
	of Binani Industries Limited
	Visalakshi Sridhar
	Managing Director, CFO & Company Secretary
	DIN: 07325198
	Membership No.lCSI-A13849
	AICWA-M2113
Date: 23rd November, 2018
Place: Mumbai

Mar 31, 2016

Dear Members,

The Directors present the Fifty Third Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2016

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	31st March, 2016	31st March, 2015
Total Income	52513.62	5514.21
Finance Costs	4620.81	18459.17
Depreciation & Amortization	265.96	177.25
Transfer from Business Reorganization Reserve	(8841.05)	(19802.74)
Profit/(Loss) before Tax & Exceptional items	1647.68	1204.79
Less: Tax expense (current tax and tax on earlier years)	(21.20)
Less: Deferred tax Asset	34.43	-
Profit after Tax	1634.45	1204.79
Transfer to General Reserve	-	(121.00)
Reversal of undeclared dividend and Dividend Distribution tax of 2014-15	1068.65
Proposed Dividend	Nil	(887.90)
Dividend distribution Tax	Nil	(180.75)
*brought forward from last year	1922.52	(1988.65)
Transferred from General Reserve	-	121.00
Profit/(Loss) carried to balance sheet	1922.52	(1872.33)

*Includes Rs.1,091.75 Addition during the period pursuant to Scheme of Amalgamation

2. REVIEW OF OPERATIONS

Your Company is engaged in the business of providing logistics solutions, media, publication services, trading in shares and securities and trading and export of goods and management support services and has also sub-licensed to its major subsidiaries for use of its Intellectual Property Rights such as Brand, Logo & Trade Mark etc. The Board of Directors of the Company (âBoard") has not charged any fees for management support services and royalty to all its subsidiaries during the current year.

For the year under review, your Company earned a Total Income of Rs.52514 Lacs as against Rs.5514 Lacs in the previous year. The Total Income for the year 2015-16 was significantly higher on account of Amalgamation of Binani Metals Limited with the Company effective April 01, 2015 (Appointed Date). This resulted in the Company earning Profit after Tax of Rs.1634 Lacs as against Rs.1205 Lacs in the previous year after transfer of sum of Rs.8841 Lacs from Business Re-organization Reserve as against Rs.19803 Lacs last year.

3. DIVIDEND

Considering the present financial position of the Company, the Board of Directors do not recommend dividend for the financial year 2015-16.

4. RESERVES

No amount is proposed to be transferred to Reserves.

5. SHARE CAPITAL

During the financial year under review, there have been no changes in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

6. SCHEME OF AMALGAMATION

Pursuant to the approval of Scheme of Amalgamation of Binani Metals Limited (BML) with the Company by the Hon''ble High Court of Judicature at Kolkata vide its order dated 21st January, 2016, the Scheme became effective on 5th April, 2016.

The Board of Directors at its meeting held on 21st April, 2016 approved issue of :-

- 17,71,600 Equity Shares of Rs.10/- each to the eligible shareholders of BML as on 22nd April, 2016 the record date fixed for the said purpose

- 2,98,000 0.01% Non-cumulative Redeemable Preference Shares of Rs.100/- each to Preference Share holders of BML

The Board at its above-mentioned meeting constituted Share Allotment Committee for the purpose of allotment of Equity and Preference Shares to Shareholders of BML.

Consequent upon allotment of following shares by the Allotment Committee at its meeting held on 29th April, 2016, the Authorized, Issued, Subscribed and Paid-up Capital of the Company stands increased as below:-

1	Authorized Share Capital
	4,40,00,000 Equity Shares of Rs.10/- each
	1,24,00,000 Preference Shares of Rs.100/- each
2	Issued Share Capital
	3,13,68,025 Equity Shares of Rs.10/- each
	1,22,98,000 Preference Shares of Rs.100/- each
3	Subscribed and Paid up Capital
	3,13,66,175 Equity Shares of Rs.10/- each
	1,22,98,000 Preference Shares of Rs.100/- each

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of section 129 of the Companies Act 2013 and the SEBI Listing Obligation Disclosure Requirements) Regulations, 2015, the Consolidated Audited Financial Statements of the Company including the financial details of all the subsidiary companies of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with applicable Accounting Standards prescribed under Section 133 of the Companies Act 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause of sub-section (3) and subsection (5) section 134 of the Companies Act 2013 (''the Act'') your Board of Directors state and confirm that:-

a. In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and proper explanation relating to material departures, if any, has been furnished;

b. they have selected such accounting policies as listed in the Note 2 to the Financial Statements and have applied them consistently and prudent judgments & estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profits of the Company for the financial year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of ''the Act'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts for the financial year ended on March 31, 2016 on a going concern basis.

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

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

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

1. Edayar Zinc Limited (EZL) subsidiary of the Company was referred to Board for Industrial and Financial Reconstruction (BIFR) for determination of sickness. During the year under review, the matter pending before BIFR for determination of sickness of the Company could not see much progress due to intermittent sitting of BIFR. EZL has already applied to BIFR seeking, inter alia, urgent listing of the main case and declaration of the Company as a sick company under Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and appoint an operating agency for formulation of draft rehabilitation scheme.

Since the plant was not operational for sanction of suitable revival and rehabilitation package for a considerable length of time and there was no possibility of resumption of operation in the immediate future, the Company retrenched its management staff during June 2015 and applied to State Government of Kerala for closure of plant to facilitate revival of business. EZL has moved for adjudication.

During the third quarter of the year under review, the Secured Creditors initiated the action under Section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act 2002) for recovery of their dues and has issued notice of taking symbolic possession. EZL is in the process of making an application to the Debt Recovery Tribunal seeking, inter alia, to set aside the notice under section 13(4) of SARFAESI Act, 2002. EZL has also challenged the notice received from the banks for declaration of the Company as a willful defaulter.

EZL is hopeful that Creditors and Authorities will take measured stand to safeguard interest of all stakeholders by allowing EZL to revive under a suitable revival package.

2. Your subsidiary B T Composites Limited is in the process of voluntary liquidation and has appointed Mrs. Sara Sancheti, a Company Secretary in Whole Time Practice as the liquidator of the Company. The procedure for voluntary liquidation is underway.

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

11. CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has not entered into any fresh material contracts with any of the related parties during the year under review. The details of existing Related Party Contracts/Arrangements, modified during 2015-16, are provided as Annexure A to this report in Form AOC-2

12. DEPOSIT

The Company has not accepted any deposit from the public within the meaning of sub-section (31) of section 2 and Section 73 of the Companies Act, 2013 and Rules framed there under.

13. OUTLOOK

The year 2015-16 has been a year of mixed bag for the Group. BCL suffered set back as the industry continued to go through a phase of poor demand scenario. The Company paid almost the entire principal demand to the Rajasthan VAT Authorities (RVAT) in connection with the past dues which were in dispute. With improvements in demand, the year 2016-17 is expected to be a good year.

EZL operations were shut for the entire year and as explained above, EZL is hopeful that Creditors and Authorities will take measured stand to safeguard interest of all stakeholders by allowing EZL to revive under a suitable revival package.

BIL Infratech Limited another subsidiary of your Company continued to report significantly improved performance though relatively smaller in volume.

14. REPORT ON SUBSIDIARY COMPANIES

In accordance with Proviso to sub-section (3) of Section 129 of the Companies Act, 2013 (âAct"), the salient features of the Financial Statements of subsidiary Companies are set out in the prescribed Form AOC - 1 which forms part of this Report. The said Financial Statements shall also be kept for inspection by the Members at the Registered Office of the Company. The Company will provide free of cost, a copy of Financial Statements in respect of its subsidiaries to any Member of the Company, upon receipt of a request for the same.

FINANCIAL HIGHLIGHTS AND BUSINESS OUTLOOK OF The Companyâs SUBSIDIARY COMPANIES

The Financial Highlights and Business Outlook in respect of the Company''s major subsidiaries are given below:-Binani Cement Limited (BCL)

Financial Highlights

Rs. in Lacs

Particulars	2015-16	2014-15
Total Revenue	152,425	183,998
Profit before Depreciation, Interest and Tax and Exceptional Items	8,751	29,347
Provision for Depreciation	6,807	7,471
Interest and Financial Charges	36,848	35,325
Profit / (Loss) before Tax and Exceptional Items	(34,904)	(13,449)
Exceptional Items	-	1,283
Provision for Tax (Deferred Tax)	(6,007)	(4,244)
Profit / (Loss) after Tax	(28,897)	(10,488)

Review of Operations

Demand for cement is highly correlated with cyclical activities like construction and infrastructure development. The sluggish demand of cement continued in 2015-16 and which has been further affected due to Cash Flow constraints owing to coercive measures initiated by the Rajasthan VAT Authorities, the Company could achieve production of 4.326 million MT as compared to 4.501 million MT in the Financial Year 2014-15; lower by about 4%.

Consequently, cement sales were also lower by 13% at 4.313 million MT as against 4.473 million MT in the previous year. Share of Portland Pozzolana Cement (PPC) as a percentage to total sales, reduced from 43% to 37% as per market scenario. The Cement industry has been passing through a difficult year. Due to sluggish demand, the gross sales realization (net of VAT/ CST & discount) of the Company has been lower to

Rs.4,084/ MT as compared to Rs.4,373/ MT in previous financial year. Because of the lower realization, the margins have been adversely affected.

The Hon''ble High Court at Calcutta has recalled its earlier order sanctioning the Scheme of Arrangement for hive-off of the BCL''s Power Undertaking to its wholly owned subsidiary namely Binani Energy Private Limited. and permitted to withdraw the Scheme vide its order dated 16th October, 2015.

Business Outlook Indian Cement Industry

The cement industry in India, the second-largest in the world, is a study in hope. The sector, which has been facing depressed demand, is hoping that business from government-driven projects will get their engines back into high gear. Currently, India''s cement production capacity is about 390 million tons per annum (MTPA) accounting for around 6.7% of world''s output. The cement production capacity is estimated to touch 550 MTPA by the end of 2020.

The Government of India is strongly focused on infrastructure development to boost economic growth and is aiming for 100 smart cities. It plans to increase investment in infrastructure to US$ 1 trillion in the 12th Five Year Plan (2012-17) and it is expected that the investment figure will increase significantly in next Five Year Plan. The government also intends to expand the capacity of the railways and the facilities for handling and storage to ease the transportation of cement and reduce transportation costs. These measures would lead to increased construction activity thereby boosting cement demand.

The lion''s share of cement demand is created by the housing market, which is also facing a depressed future. The good news it that the RBI is expected to lower interest rates in 2016, which could create increased housing demand. Further, government projects include the Housing for All initiative (on which it plans to spend $50 billion) and the smart city push which would help in boosting the muted growth of the cement industry. The cement market in India is expected to grow at a Compounded annual growth rate (CAGR) of 9.7% during 2006-2017.

With the positive sentiments prevailing, consequent upon a stable Government at the Centre, coupled with large planned investments in infrastructure and housing /real estate sectors, the demand for cement is likely to get a boost in the coming years. Opportunities also exist in terms of technology innovations for improving efficiency and installation of Waste Heat Recovery System.

BCL has strategized to focus on the nearby markets to optimize its logistic costs and streamline and strengthen its distribution network. In addition, the Company continues to streamline the processes with a view to bring all around efficiencies which will facilitate yielding better margin.

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

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

Edayar Zinc Limited (formerly Binani Zinc Limited)

Financial Highlights

Rs. in Lacs

Particulars	2015-16	2014-15
Total Revenue	9.04	113.15
Profit before Depreciation, Interest and Tax and Exceptional Items	(7.06)	(18.28)
Provision for Depreciation	4.01	8.14
Interest and Financial Charges	36.36	25.60
Profit / (Loss) before Tax and Exceptional Items	(47.44)	(52.03)
Exceptional Items	-	-
Provision for Tax	-	-
Profit / (Loss) after Tax	(47.44)	(52.03)
Balance carried forward	(145.54)	(98.10)

Review of Operations

During Financial Year 2015-16 (FY 2016), the Company did not operate its plant and the reference made to Board for Industrial and Financial Reconstruction (BIFR) in terms of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) was pending as at the end of financial year for determination of its sickness.

During FY 2016 (âthe year under review"), total revenue was Rs.9.04 lacs as against Rs.113.15 lacs during corresponding previous FY 2015. The Company recorded negative EBIDTA of Rs.7.06 lacs in FY 2016 vis-a-vis negative EBITDA of Rs.18.28 lacs last year.

3B Binani Glass Fibre S.a.r.l (3B Binani)

Financial Highlights

In Million Euros

Particulars	2015-16	2014-15
Total Revenue	194.76	195.72
Profit/(Loss) before Depreciation, Interest & Tax	39.21	26.71
Provision for Depreciation	17.88	12.67
Interest and Financial Charges	18.58	17.43
Loss before Tax	(0.62)	(28.81)
Provision for Tax	0.03	(00.40)
Loss after Tax	(0.66)	(28.41)

Review of Operations

3B Binani, on a consolidated basis, reported significant improvement in its operating performance in the year 2015-16. The strict implementation of the Profitability Improvement Plan covering all key financial drivers strongly contributed to the overall performance improvement. Solid market conditions enabled to stabilize the sales volume at a high level while recording price increases. The net loss has been reduced significantly also thanks to the impact of the unrealized foreign exchange gain (non-cash) on the IDBI debt associated with the weakening of the dollar versus last year against the Euro.

Industry Overview

The EU reinforcement market remains solid with decent growth across all segments and across the entire product line. The industry has been growing steadily above 5% over the last 3 years. In 2015, imports have reduced at the beginning of the year but then resumed with higher level later on and closed with a growing trend.

In 2016, Europe is starting with a reasonable level of shipments even if the optimism observed in 2015 has slowly transformed into more cautious expectations. Overall, the EU Wind market is still developing very well even if some OEM''s are doing better than others. China is also expected to be weaker due to a change in their support system. In Automotive, the number of cars produced is expected to grow by another 2% in 2016, which is lower than 2015 but still showing a certain level of optimism. The Indian reinforcement market remains strong and is expected to grow by another low double digit figure in 2016. The government''s push for wind energy will be the main driver for growth in the next few years. CSM is expected to grow by a high single digit figure in 2016, with railway coaches, bus body and Marine industry driving the growth.

Market outlook

3B Binani will continue to focus on its core markets Automotive, Wind and Performance Composites, supplying these markets with high quality Chopped Strands and Direct Roving products, supported by high performance specialty products like HiPer-texâ¢ and CFM. 3B Binani still shows a strong focus on innovation to develop value-added products for its customers in order to deliver product differentiation, to improve the profitability and to keep ahead of competition. All 3B plants are focusing on improving their cost structure by optimizing production to reach the best efficiencies within the industry. Looking ahead, overall demand growth is expected to continue in glassfibre in both Europe and India with the economies gaining some momentum. The market growth for glassfibre in both automotive and wind applications continue to be encouraging and 3B Binani is well positioned to take advantage of this BIL Infratech Limited (BILIL)

BILIL is a wholly owned subsidiary of the Company. BILIL is engaged in execution of EPC contracts for Industrial, Civil Construction, and Power & Renewable Energy Projects. Financial Highlights

Rs. in Lacs

Particulars	2015-16	2014-15
Total Revenue	32640	31689
Profit before Depreciation, Interest and Tax and Exceptional Items	1825	1293
Provision for Depreciation	264	132
Interest and Financial Charges	335	256
Profit / (Loss) before Tax	1227	905
Provision for Tax	484	341
Profit / (Loss) after Tax	711	553

Operations Review

BILIL reported the total revenue of Rs.32640 lacs for the year under review as against Rs.31689 lacs in the previous year. It earned a decent Profit after Tax of Rs.711 lacs as compared to Rs.553 lacs in the previous year.

Industry Overview

The Year 2015-16 continued to be challenging for BILIL even though India achieved robust 7.6% GDP growth and was globally acknowledged as the world''s fastest growing economy. Plethora of opportunities predominantly in Infrastructure, Rail and Power & Renewable Energy had been visible. The Smart City Mission with assured budgetary support to create 100 Smart Cities across India had also bolstered the optimism significantly.

In spite of strong signs of economic revival with higher consumer confidence Industry and Infrastructure sector remained sluggish in general. The optimism was not translated into realistic opportunity level as it was promising to be earlier.

Outlook

Stable and visionary Government, policy reforms, strong possibility of simplified Tax regime and continuous efforts to improve Ease-of-doing-business have made India a bright spot in global investment map. Higher Govt. spending in key sectors such as Infrastructure, Rail, Road, Port, Power, robust FDI in Manufacturing and Defense production will push up growth prospect tremendously.

On-going Policy reforms, divestment of PSU stakes, relaxed FDI norms to allow foreign players in Indian Infrastructure Sector and thrust towards clean Energy and Make-in-India will create investment friendly environment and fuel growth momentum further. This will significantly drive demand in key Industry sectors like Cement, Steel, Mining and other Metals. Overall there will be high growth scenario in a wide spectrum of industries.

However there is possibility of Govt. funding target not being met. At the same time high debt levels of private Infrastructure players, cautious approach of Banks for new investment due to mounting NPAs and land acquisition issues may discourage private investment and could be potential growth decelerators. Global Composite Holdings Inc. formerly known as CPI Binani Inc. (CPI Binani)

Financial Highlights

In Million USD

Particulars	2015-16	2014-15
Total Revenue	-	20.45
Profit before Depreciation, Interest and Tax and Exceptional Items	(0.21)	(0.25)
Provision for Depreciation	-	2.10
Interest and Financial Charges	-	1.03
Profit / (Loss) before Tax	(0.21)	(3.39)
Provision for Tax	-	2.40
Profit / (Loss) after Tax	(0.21)	(5.78)

CPI has been incurring losses and in March 2015, it sold its assets to Core Moulding Technologies Inc USA.

B T COMPOSITES LIMITED (BTCL)

BTCL is wholly owned subsidiary of the Company and is under the process of Voluntary winding- up.

OTHER SUBSIDIARIES

Following wholly owned Subsidiaries which were incorporated 1-2 years back, are yet to commence any business activities:

a. Royalvision Projects Private Limited

b. Binani Global Cement Holdings Private Limited (Singapore) The above companies incurred marginal loss for the financial year ended 31st March, 2016. This was on account of certain routine administrative expenses incurred by them.

M/s Royalvision Concrete Private Limited and Royalvision Infratech Private Limited have been closed under Section 560 of the Companies Act, 1956 (strike off) and the guidelines issued by the Ministry of Corporate Affairs under the Fast Track Exit mode.

15. AUDIT OBSERVATIONS

The Auditors, in their Report, have made observations in connection with fair valuation of the Company''s investments done by the Company, creation of Business Re-organization Reserve (BRR) and transfer of sums to offset certain expenses/ write-offs and outstanding guarantees issued by the Company to banks and financial institutions on behalf of subsidiaries including one step down subsidiary which are significant in relation to the networth of the Company.

The Board wishes to state as follows:

a. In accordance with the accounting policies applicable to erstwhile Wada Industrial Estate Limited (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 Kolkata 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, classified the investments as âavailable 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). Similar treatment has been given in the current year ended March 31, 2016.

b. Similarly, in accordance with the aforesaid, the Company has withdrawn the amounts from BRR arising pursuant to the merger and adoption of AS 30 to meet the expenses like Interest and Financial Charges, Foreign Exchange Loss, Fixed Assets written-off, Value of Investments in subsidiaries written-off, expenses related to Scheme of Amalgamation and Advances to subsidiary written-off.

c. As explained above, the subsidiary companies are already working out a restructuring / resolution package with the banks and institutions and hence in the opinion of the management, the guarantees are not expected to result into any financial liability to the Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS:

Pursuant to the provisions of Section 149 of the Act Mr. S. Sridhar and Mr. Rahul Asthana were appointed as Additional Director on May 30, 2014 and 28th September 2013 respectively and they held office until the date of the ensuing Annual General Meeting. In the 51st Annual General Meeting held on 29th September, 2014, their appointments were confirmed. They will hold office upto the conclusion of 53rd Annual General Meeting of the Company to be held in the calendar year 2016 and are not liable to retire by rotation. They have submitted a declaration that each of them continue to meet the criteria of independence as provided U/s 149(6) of the Act. The Company has received notices from a Member alongwith requisite deposit amounts proposing the appointment of Mr. S Sridhar and Mr. Rahul Asthana as Independent Directors of the Company at the ensuing Annual General Meeting. The Board has recommended the re appointment of Mr. S Sridhar and Mr. Rahul Asthana for a another period of 2 years up to the conclusion of 55th Annual General Meeting to be held in the calendar year 2018. (Refer Notice of AGM Resolution No. 5 & 6)

Mrs. Nidhi Binani Singhania retires by rotation and being eligible, has offered herself for re-appointment.

The Board of Directors appointed Dr. (Mrs.) Sangeeta Pandit as an Additional Director designated as Independent Director of the Company with effect from 21st April, 2016 in terms of provision of Section 161 of the Companies Act 2013 (''the Act''). Dr. Pandit aged about 56 years is a Chartered Accountant. She was a partner in P.D. Kunte & Co. and her work included audit, consultancy and representing clients at the Income Tax office and as counsel before the Commissioner of Income Tax and Income Tax Tribunal.

She is now in academics and obtained her PhD in Management. She is Head of Finance at Sydenham Institute of Management. She is visiting faculty in management institutes of repute in Mumbai like Jamnalal Bajaj Institute of Management Studies and Xavier''s Institute of Management Research and in US like University of Wisconsin and California State University. She was part of the start-up team of Unitedworld School of Management and BSE Management programme. She does consultancy in business strategy and involved in corporate training.

Dr. Pandit shall hold the office up to the date of ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a Member signifying its intention to propose the candidature of Dr. Pandit as an Independent Director. Your directors recommend appointment of Dr. (Mrs.) Sangeeta Pandit for a term of upto the conclusion of 55th AGM to be held in the calendar year 2018.

Dr. Pandit has given declaration that she meets the criteria of Independence laid down under Section 149(6) of the Companies Act 2013.

The Board recommends the aforesaid appointment / reappointment of the Directors. Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice convening ensuing Annual General Meeting.

Mrs. Jayantika Dave tendered her resignation vide her letter dated 10th March, 2016 which was received by the Company on 20th March, 2016 and was considered by the Board of Directors in their meeting held on 21st April, 2016.The Board of Directors wish to place on record their sincere appreciation for the contribution made by Mrs. Jayantika Dave during her tenure with the Company as Director. Consequently she also ceases to be member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Consequent to the resignation of Mrs. Jayantika Dave, there were two Independent Directors and three Promoter Directors; thereby having less than 50% representation of Independent Directors. The requirement of Independent Directors in Board of Directors has been fulfilled by filling the vacancy created by the resignation of Mrs. Dave by appointment of Dr. (Mrs.) Sangeeta Pandit at the meeting of the Board of Directors held on 21st April, 2016 in compliance of Regulation 25(6) of SEBI (LODR) Regulations, 2015.

KEY MANAGERIAL PERSONNEL (KMP)

The details of the Key Managerial Personnel of the Company appointed pursuant to Section 203 of the Companies Act, 2013, are as follows:

Sr. No.	Name	Designation	With effect from	To
1	Mr. K K Saraf	Company Secretary	1st August, 2012	30th September, 2015
2	Mr. Sushil Bhatter	Manager	1st June,2014	30th June,2015
3	Ms. Visalakshi Sridhar	Chief Financial Officer, Manager Company Secretary	1st April, 2015 28th July, 2015 24th October, 2015	-

17. AUDITORS

M/s. MZSK & Associates, Chartered Accountants, Mumbai (Firm Registration No.105047W) were appointed as Statutory Auditors of the Company at the 52nd AGM held on 19th December, 2015 for a term from the conclusion of the 52nd Annual General Meeting upto the conclusion of 57th Annual General Meeting, subject to the ratification by the Members at each of the Annual General Meetings. M/s. MZSK & Associates have provided a declaration to the effect that they continue to be eligible and independent in terms of Section 141 of the Companies Act, 2013 read with Rule 10 Companies (Audit & Auditors) Rules, 2014.

Your Board recommends the ratification of appointment of M/s. MZSK & Associates as the Statutory Auditors of the Company at the 53rd AGM.

18. PARTICULARS OF EMPLOYEES

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during working hours on all working days (except Saturdays) upto the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is not being engaged in manufacturing activities, hence, the particulars in respect of Conservation of Energy, Technology Absorption are not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo for the Financial Year 2015-16 are as follows:

Rs. in Lacs

Foreign Exchange Outgo		Amount
Foreign Travelling Expenses		0.27
Interest & Finance Charges on Foreign Currency Loan		4,460.63
	TOTAL	4,460.90
Foreign Exchange Earning		Amount
Export Sales (FOB)		85.31
Advertisement and Media Services		10.21
	TOTAL	95.52

20. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTORS EDUCATION AND PROTECTION FUNDS (IEPF).

During the year under review, your Company has transferred a sum of Rs.27,96,432 to the Investors Education and Protection Fund of Central Government, in compliance with Section 205C of the Companies Act, 1956. This amount represents dividends for the financial year 2008-09 which had been lying unclaimed with the Company for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount.

21. MEETINGS OF THE BOARD

During the year under review 6 meetings of the Board of Directors were held. The details such as the dates of meetings, attendance of the Directors thereat etc are provided in Report on Corporate Governance, which forms part of this Report.

22. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and LODR Regulations, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/evaluated the Boards'' performance, Performance of the Chairman and other Non-independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors'' feedback. This is further supported by the Chairman''s Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report.

23. Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and LODR Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said policy has been disclosed on the website of the Company and can be accessed at http://binaniindustries. com/investor-relations/binani-industries-Limited/company-policies-codes/

24. AUDIT COMMITTEE

There was no recommendation of the Audit Committee which were not accepted by the Board.

25. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s Uma Lodha & Co., Company Secretaries (CP No.2593) to carry out Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Auditor Report is annexed to this Report as Annexure C.

26. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format MGT-9 as required under Section 92 of the Companies Act, 2013 is appended as Annexure D to this Report.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Given the nature of business and size of operations, your company''s internal control system has been designed to provide for

a. Accurate recording of transactions with internal checks and prompt reporting.

b. Adherence to applicable Accounting Standards and Policies.

c. Compliance with applicable statutes, policies and management policies and procedures.

d. Effective use of resources and safeguarding of assets.

The Internal Control Systems provides for well documented policies / guidelines, authorization and approval procedures. Your Company through a firm of Chartered Accountants carried out periodic audits on all functions based on the plan and brought out any deviation to the Internal Control Procedures. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board.

28. RISK MANAGEMENT

The Company had identified certain risk areas with regard to the operations of the Company which was facilitated by a renowned firm of consultants in Mumbai. The Internal Auditors review the steps taken for risk mitigation/ minimization wherever ever possible and the status of the same is reviewed by the Audit Committee periodically. The Company''s Board is conscious of the need to periodically review the risks mitigation process.

29. ANTI SEXUAL HARASSMENT POLICY

The Company has adopted a an Anti Sexual Harassment Policy or a policy for prevention, prohibition and redressal of Sexual harassment. pursuant to the provisions of sexual harassment of women at work place (Preventions, Prohibition & Redressal) Act, 2013. The Policy has been placed on the website of the Company www.binaniindustries.com.

During the year under review, no complaints were received by the Company, pursuant to the aforesaid Act / Policy.

30. CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in erstwhile Clause 49 of the Listing Agreement and applicable regulations of LODR Regulations. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The Corporate Governance Report is attached as Annexure E to this Report.

The Chief Financial Officer has given a certificate of compliance with the Code of Conduct, which forms part of Corporate Governance Report as Annexure F required under SEBI LODR Regulations.

The Chief Financial Officer (CFO) certification as required under erstwhile Clause 41 of the Listing Agreement and Regulation 8)17) of LODR Regulations is attached and forms part of this Report (Annexure H). Related Party disclosures/transactions are detailed in Notes to the financial statements

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Braj Binani Group, through its operating Indian Subsidiaries, undertake the activities on an ongoing basis for upliftment of the weaker sections and welfare of the society.

BINANI CEMENT LIMITED (BCL)

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

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

Edayar Zinc Limited (EZL)

The Braj Binani Group, through its operating Indian Subsidiaries, undertakes the activities on an ongoing basis for upliftment of the weaker sections and welfare of the society.

The mandatory provisions of Section 135 of the Act, and Rules made there under, with respect to Corporate Social Responsibility, are not applicable to EZL. The Company is socially conscious about its participative role in development of society. The Group continues to undertake CSR activities in Binanipuram where the plant is situated and the same are well appreciated by the local community at large.

Goa Glass Fibre Limited (GGFL)

The provisions of Section 135 of the Companies Act, 2013 and Rules there under with respect to CSR are presently not applicable to the Company. However as a part of Corporate Social Responsibility, educational program with respect to safety, health and environment was organized in nearby village Colvale where the Company also conducted free medical camps.

32. OTHER DISCLOSURES

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

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

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

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

33. RECOGNITION AND REWARDS

The Company''s Subsidiaries both in India and abroad have been rewarded by prestigious Bodies / Government in recognition of various initiatives taken by them. Some of them are as follows:-Binani Cement Limited

During the year Binani Cement Limited was honoured to receive the following awards.

- Best Quality Excellence 2014-15

- Second Best Environmental Excellence in Limestone Mines 2014-15

- Second Best Environmental Excellence in Plant Operation 2014-15

- Best Environmental Excellence in Plant operation 2013-14

- Second Best Environmental Excellence in Limestone Mines 2013-14

- Second Best Quality Excellence 2013-14

34. HUMAN RESOURCES

Across the Companies in the Group, Employee Relation continues to remain cordial. The Group''s emphasis on safe work practices and productivity improvement is unrelenting.

The Company had 33 permanent employees on its roll as on March 31, 2016. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization.

35. CAUTIONARY STATEMENT

Statements made in this Report, describing the Company''s objectives, projections, expectations and estimates regarding future performance may be âforward looking statements" within the meaning of applicable laws and regulations and are based on currently available information. The Management believes them to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to future events and uncertainties which inter-alia include regulatory changes, tax laws, economic developments within the Country and other incidental factors, that could cause actual results to differ materially from those as may be indicated under such statements.

36. ACKNOWLEDGEMENTS

For and on behalf of Board of Directors of

Binani Industries Limited.

Braj Binani

Chairman

Date : 29th July, 2016

Place: Mumbai

Mar 31, 2015

Dear Members,

The Directors present the Fifty-Second Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2015

1. FINANCIAL HIGHLIGHTS

(in Lacs)

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Total Revenue 5,514 13,264

Finance Costs 18,459 26,818

Depreciation & 177 127

Amortisation

Transfer from Business (19,803) (28,852) Reorganisation Reserve

Profit/(Loss) before tax 1,205 1,960

Profit after tax 1,205 1,960

Loss pursuant to - (506) Amalgamation of a Subsidiary Company

Transfer to General (121) (196) Reserve

Proposed Dividend (888) (888)

Dividend Distribution Tax (181) (151)

(Loss) brought forward (1,989) (2,404) from last year

Transferred from General 121 196 Reserve

(Loss) carried to Balance (1,872) (1,989) Sheet

2. REVIEW OF OPERATIONS

Your Company, being a Holding Company, has no manufacturing activities. It provides management support services and also sub-licensed its Intellectual Property Rights to its major subsidiaries for use such as Brand, Logo & Trade Mark etc. Its main revenue stream was from management support service charges and royalty from its major subsidiaries and dividend, if any, from investments. The Company has not charged any fees for management support services and royalty to all its subsidiaries except Binani Cement Limited (BCL) in the year under review. In case of BCL, the Board of Directors has not charged any fees for management support services and royalty for the year with effect from 13th December, 2014.

For the year under review, your Company earned Total Income of Rs. 5,514 Lacs as against Rs. 13,264 Lacs in the corresponding previous year. The Total Income for the year 2014-15 was significantly lower on account of not charging of management support service fees and royalty for the whole / part of the year. This resulted in the Company earning Profit After Tax of Rs. 1,205 Lacs during year 2014-15 as against Rs. 1,960 Lacs in the previous year after transfer of sum of Rs. 19,803 Lacs from Business Re-organisation Reserve as against Rs. 28,852 Lacs last year.

Your Directors had approached the Registrar of Companies (ROC), West Bengal (Kolkata) for extension of time to hold the Annual General Meeting for the year under review. The ROC had granted the extension till 28th December, 2015.

3. DIVIDEND

Your Directors have recommended a dividend of Rs. 3/- per share (30%), same as last year, which, if declared at the next AGM, will have an outgo of Rs. 1,069 lacs (including Dividend Distribution Tax). Declaration of dividend as aforesaid by the Members in the next AGM is subject to approval of Lenders of the Company.

4. SHARE CAPITAL

During the year under review, the Company increased its Authorised Preference Share Capital from 60,00,000 Preference Shares of Rs. 100/- each aggregating to Rs. 6,000 lacs to 1,20,00,000 Preference Shares of Rs. 100/- each aggregating to Rs. 12,000 lacs. Thereby the total Authorised Share Capital was increased from Rs. 10,000 lacs to Rs. 16,000 lacs.

During the year under review, the Company issued and allotted 1,20,00,000 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each, aggregating to Rs. 12,000 lacs to one of the Promoters of the Company viz., Triton Trading Company Pvt. Ltd. The proceeds from the said issue of Preference Shares were utilised for the purpose of meeting the Promoters' contribution in Binani Cement Ltd as part of the commitment under the restructuring package sanctioned under the Joint Lenders' Forum and also for the purpose of meeting working capital requirements of the Company. Consequently, the total Paid-up Share Capital of the Company stood at Rs. 14,962 lacs as on 31st March, 2015 (previous year Rs. 2,962 lacs).

5. CONSOLIDATED FINANCIAL STATEMENTS

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

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 ('the Act') your Directors state that:- a. In the preparation of the annual Financial Statements for the year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and proper explanation relating to material departures, if any, has been furnished;

b. they have selected such accounting policies as listed in the Note 2 to the Financial Statements and have applied them consistently and prudent judgments & estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profits of the Company for the financial year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

1. Your Company has proposed a Scheme of Amalgamation of Binani Metals Limited with your Company under Section 391 to 394 of the Companies Act, 1956 (including any statutory modification or re-enactment or amendment thereof). The appointed date for the Scheme is 1st April, 2015 or such other date as may be decided by the High Court or any other appropriate authority. The notice for the Court Convened Meeting and for Postal Ballot/E-voting has been despatched to the Shareholders of the Company on 19th October, 2015 and the Court Convened Meeting is scheduled to be held on 23rd November, 2015 at Rotary Sadan, 94/2 Chowringhee Road, Kolkata-700 020.

2. Edayar Zinc Ltd (EZL), subsidiary of the Company, has been incurring huge fixed costs due to shut down of the plant from April 2014 onwards, except for a brief period of 59 days when the plant operated. Due to erosion of the Net Worth, EZL was referred to Board for Industrial and Financial Reconstruction (BIFR). Unfortunately, the proceedings at BIFR has been getting considerably delayed. The operations are therefore at a standstill. Meanwhile, from May 2015 onwards, employees of EZL have been given stay-at-home notice. EZL is pursuing vigorously with BIFR for an early hearing and appointment of an Operating Agency so that a rehabilitation package can be finalized for resumption of operations. Further, the proceedings at BIFR are likely to get delayed before a Rehabilitation Package could be approved.

3. The members of Binani Zinc Limited had at their Annual General Meeting held on 25th September, 2015 adopted the proposed name 'Edayar Zinc Limited'. Consequently, the Registrar of Companies has issued a fresh Certificate of Incorporation consequent to change in name from 'Binani Zinc Ltd.' to 'Edayar Zinc Limited' with effect from 6th October, 2015.

4. The Lenders of Edayar Zinc Limited (EZL) have issued notice under section 13(2) of SARFAESI Act, 2002. EZL has suitably replied requesting them to withdraw the notice as the matter is pending with BIFR under Sick Industrial Companies (Special Provisions) Act, 1985.

5. B T Composites Limited, subsidiary of the Company, is in the process of voluntary liquidation and has appointed Mrs. Sara Sancheti, Company Secretary in Whole Time Practice as the liquidator of the Company.

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

The details of loans given, investments made and guarantees given and securities provided, during the year under review, under Section 186 of the Companies Act, 2013 are given under Note 36 - Related Party Disclosure as per AS 18 issued under the Accounting Standard Rules, 2006 (as amended).

9. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length basis except those disclosed herein. The Audit Committee from time to time reviewed and approved the said transactions. Disclosures as required under AS-18 have been made in Note No.36 to the Financial Statements

The Company has not entered into any fresh material contracts with any of the related parties during the year under review. The details of existing Related Party Contracts/ Arrangements, modified during 2014-15, are provided as Annexure-A to this report in Form AOC-2

10. DEPOSIT

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

11. OUTLOOK

The year 2014-15 had been a challenging year for the Company's major Indian subsidiaries, namely, Binan Cement Limited (BCL) and Edayar Zinc Limited (EZL)

BCL suffered major setback in its performance due to poor demand scenario that prevailed in the Cement Industry owing to reduced activities in Infrastructure and Real Estate sectors. The situation was further aggravated due to certain coercive actions initiated in the last quarter of FY'14, by the Rajasthan VAT Authorities (RVAT), in connection with all past dues which were earlier in dispute. This lead to intermittent stoppage of production and dispatches of cement Furthermore, liquidity constraints have also affected the smooth operations of BCL. BCL has paid Rs. 278 crore to the RVAT authorities during February 2014 to September 2015. BCL has been sanctioned a restructuring package by the lenders in the Joint Lenders Forum for funding the sales tax liability. Lenders' have disbursed only part of the sanctioned amount. Immediate disbursement of the entire sanctioned loans will facilitate settling of issues with the RVAT authorities and normalization of operations

The Group's Glass Fibre business, both in India and abroad have shown considerable improvement for the year under review. Improved business conditions in European markets, with several measures undertaken to improve efficiency across different operating areas, resulted in significant improvement in top-line as well as bottom-line EZL became a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and has been referred to Board for Industrial and Financial Reconstruction (BIFR). EZL faced tough challenges to sustain its business operations and the plant remained shut for almost 9 months due to liquidity crunch. Due to erosion of the Net Worth, EZL was referred to BIFR. Unfortunately, the proceedings at BIFR has been getting considerably delayed. The operations are therefore at a standstill. Meanwhile, from May 2015 onwards, employees of EZL have been given stay-at-home notice. EZL is pursuing vigorously with BIFR for an early hearing and appointment of an Operating Agency so that a rehabilitation package can be finalized for resumption of operations. Further, the proceedings at BIFR are likely to get delayed before a Rehabilitation Package could be approved.

The Bankers of EZL have issued a notice under Section 13(2) of SARFAESI Act, 2002. EZL has suitably replied requesting them to withdraw the notice as the matter is pending with BIFR under SICA.

BIL Infratech Limited, subsidiary of your Company, continued to report significantly improved performance though relatively smaller in volume.

12. REPORT ON SUBSIDIARY COMPANIES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act, 2013 ("Act"), the salient features of the Financial Statements of subsidiary companies are set out in the prescribed Form AOC Â 1 which forms part of the Annual Report. The said Financial Statements shall also be kept for inspection of Members at the Registered Office and Corporate Office of the Company. The Company will provide, free of cost, a copy of Financial Statements in respect of its subsidiaries to any Member of the Company upon receipt of a request for the same.

13. AUDIT OBSERVATIONS

A. The Statutory Auditors, in their Report, have made observations in connection with fair valuation of the investments done by the Company, creation of Business Re-organization Reserve (BRR) and transfer of sums to offset certain expenses/write-offs.

The Board wishes to state as follows:

a. In accordance with the accounting policies applicable to erstwhile Wada Industrial Estate Limited (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 Kolkata 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 31st March, 2014, being the date of conclusion of the first accounting year, 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). Similar treatment has been given in the current year ended 31st March, 2015.

b. Similarly, in accordance with the aforesaid, the Company has withdrawn the amounts from BRR arising pursuant to the merger and adoption of AS 30 to meet the expenses like Interest and Financial Charges, Foreign Exchange Loss, Fixed Assets written-off, Value of Investments in subsidiaries written-off, expenses related to Scheme of Amalgamation and Advances to subsidiary written-off.

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

The Secretarial Auditors in their Report have made an observation relating to a postal ballot notice for the transaction relating to obtaining of approval for providing corporate guarantee and security by way of pledge of shares to BCL, a subsidiary of the Company, for an amount not exceeding Rs. 4,000 crore wherein the notice did not specify that the related parties shall abstain from voting as required under Clause 49(VII)(E) read with explanation (ii) thereto of Equity Listing Agreement. Secretarial Auditors have further clarifed that even if the votes casted by the promoters are disregarded, the resolution would have been passed by requisite majority by unrelated parties.

The Secretarial Auditors have recommended to disclose the nature of the interested parties as a matter of best practice.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and the approval of Shareholders at 51st AGM, Mr. S. Sridhar and Mr. Rahul Asthana shall be Independent Directors of the Company till the 53rd AGM of the Company to be held in 2017. They have submitted a declaration that each of them continue to meet the criteria of independence as provided u/s 149(6) of the Companies Act, 2013.

Mr. Sudhakar Rao, Non-Executive Director resigned w.e.f. 30th May, 2014 due to preoccupation. Mr. V. Subramanian, Non-Executive Director retired on 30th June, 2014. Mr. Sunil Sethy Executive Vice Chairman and Managing Director also retired on 31st May, 2014. The Board places on record its sincere appreciation for the said Directors for their contribution made by respective Directors during their association with the Company.

Ms. Shradha Binani retires by rotation and being eligible, has offered herself for re-appointment.

The Board of Directors appointed Mrs. Jayantika Dave as an Additional Director designated as Independent Director of the Company with effect from 3rd July, 2015 in terms of provisions of Section 161 of the Companies Act, 2013.

Mrs. Dave shall hold the office up to the date of ensuing AGM. The Company has received a notice along with requisite deposit from a Member signifying its intention to propose the candidature of Mrs. Dave as an Independent Director. Board of Directors recommends appointment of Mrs. Jayantika Dave for a term of up to the conclusion of 54th AGM to be held in 2017.

Mrs. Dave has given declaration that she meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013.

The Board recommends the aforesaid appointment / re- appointment of the Directors. Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice convening ensuing Annual General Meeting.

Mr. N C Singhal tendered his resignation on 15th October, 2015 in view of spirit of recent regulatory changes and was considered by the Board of Directors at their meeting held on 24th October, 2015. The Board of Directors wish to place on record their sincere appreciation for the contribution made by Mr. N. C. Singhal during his tenure with the Company as Director since 2008. Consequently, he also ceases to be Member / Chairman of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Finance Committee.

Consequent to the resignation of Mr. N. C. Singhal, there are three Independent Directors and three Promoter Directors, thereby having 50% representation of Independent Directors. Hence the requirement for appointment of new independent director shall not apply.

KEY MANAGERIAL PERSONNEL (KMP)

The details of the Key Managerial Personnel of the Company, appointed and ceased to be as such during the year under review, are as follows:

Sr. KMP position Appointed Resigned Name No. held on on

1. Mr. Sunil Sethy Managing 10th Nov, 31st May, Director 2013 2014

2 Mr. R Chief Financial 20th Sept, 15th Jun, Venkiteswaran Officer 2010 2014

3 Mr. K K Saraf Company 1st Aug, 30th Sept, Secretary 2012 2015

4 Mr. Hemant Chief Financial 7th Aug, 30th Mar, Mogra Officer 2014 2015

5 Mr. Sushil Manager 1st Jun, 30th Jun, Bhatter 2014 2015

6 Ms. Visalakshi Chief Financial 1st Apr, - Sridhar Officer, 2015

Manager 28th Jul, - 2015

Company 24th Oct, - Secretary 2015

Board of Directors has formulated a Nomination and Remuneration Policy, annexed hereto as Annexure-B, stating the criteria for determining qualifcations, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

15. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants, (Firm Registration No. 104746W) Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. However, they have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company at the ensuing AGM.

In view of the above and based on the recommendation of the Audit Committee, your Directors have proposed appointment of M/s. MZSK & Associates, Chartered Accountants, Mumbai (Firm Registration No.105047W) for a term from the conclusion of the 52nd AGM up to the conclusion of 57th AGM, subject to the ratification by the Members at each of the AGMs. M/s. MZSK & Associates have furnished a Certificate of their eligibility and requisite consent under the provisions of Section 139 read with Section 141 of the Companies Act, 2013.

Your Board recommends their appointment.

16. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of this Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annexure forming part of this Report. Having regard to the provisions of Section 136(1), read with its relevant proviso, of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during working hours on all working days up to the date of AGM and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not being engaged in manufacturing activities. Hence, the particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo for the Financial Year 2014-15 are as follows:

Foreign Exchange Earning

Interest Received - 32.95 lacs

Foreign Exchange Outgo

Interest - 2342.65 lacs

Other Expenses - 4.41 lacs

18. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF).

During the year under review, your Company has transferred a sum of Rs. 24,91,107/- to the Investors Education and Protection Fund of Central Government, in compliance with Section 205C of the Companies Act, 1956. This amount represents dividends for the financial year 2007-08 which had been lying unclaimed with the Company for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount.

19. MEETINGS OF THE BOARD

During the year under review, 10 meetings of the Board of Directors were held. The details such as the dates of meetings, attendance of the Directors thereat etc. are provided in Report on Corporate Governance, which forms part of this Report.

20. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting held, without the participation of the Non- Independent Directors and Management, considered/ evaluated the performance of Board, Chairman and other Non-Independent Directors. The Board has undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full Board effectiveness report and Directors' feedback. This is further supported by the Chairman's Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders' Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report .

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report .

22. AUDIT COMMITTEE

The Audit Committee constituted by the Board complies with the requirements under the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. The details with respect to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

There were no recommendation of the Audit Committee which were not accepted by the Board.

23. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format MGT-9 as required under Section 92 of the Companies Act, 2013 is appended as Annexure-D to this Report.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Given the nature of business and size of operations, your Company's internal control system has been designed to provide for:

a. Accurate recording of transactions with internal checks and prompt reporting;

b. Adherence to applicable Accounting Standards and Policies;

c. Compliance with applicable statutes, policies and management policies and procedures;

d. Effective use of resources and safeguarding of assets.

The Internal Control Systems provide for well documented policies / guidelines, authorisation and approval procedures. Your Company through a frm of Chartered Accountants carried out periodic audits on all functions based on the plan and brought out any deviation to the Internal Control Procedures. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board.

25. RISK MANAGEMENT

The Company had identified certain risk areas with regard to the operations of the Company which was facilitated by a renowned frm of consultants in Mumbai. The Internal Auditors review the steps taken for risk mitigation/ minimization wherever possible and the status of the same is reviewed by the Audit Committee periodically. The Company's Board is conscious of the need to periodically review the risks mitigation process.

26. SEXUAL HARASSMENT POLICY

The Company has adopted a Sexual Harassment Policy, pursuant to the provisions of Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013.

During the year under review, no complaints were received by the Company, pursuant to the aforesaid Act / Policy.

27. CORPORATE GOVERNANCE:

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affrmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The Corporate Governance Report attached as Annexure-E to this Report.

Mrs. Visalakshi Sridhar, CFO, Manager & Company Secretary, has given a Certificate of compliance with the Code of Conduct, which forms part of Corporate Governance Report as Annexure-F required under Clause 49 of the Listing Agreement.

M/s Aabid & Co, Practising Company Secretaries, have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certifed the compliance, as required under Clause 49 of the Listing Agreement. The Certificate in this regard is attached as Annexure-G to this Report.

The Chief Financial Officer (CFO) certifcation as required under Clause 41 of the Listing Agreement is attached and forms part of this Report as Annexure-H. Related Party disclosures/transactions are detailed in Note 36 of the Notes to the Financial Statements.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Braj Binani Group, through its operating Indian Subsidiaries, undertakes the activities on an ongoing basis for upliftment of the weaker sections and welfare of the society.

The mandatory provisions of Section 135 of the Companies Act, 2013 and Rules made there under, with respect to CSR, are not applicable to your Company. The details of CSR activities of the Indian Subsidiaries are as below:

Binani Cement Limited (BCL)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as a part of its initiative under the "Corporate Social Responsibility" drive, BCL has adopted a CSR Policy outlining various CSR activities to be undertaken in the area of preventive health care, making available safe drinking water, promoting education, ensuring environmental sustainability etc.

The CSR policy of can be accessed on the BCL's web link http://www.binanicement.in/investor-relations.

Edayar Zinc Limited (EZL)

The mandatory provisions of Section 135 of the Companies Act, 2013 and Rules made there under, with respect to Corporate Social Responsibility, are not applicable to EZL. However, it is socially conscious about its participative role in development of society. The Group continues to undertake CSR activities in Binanipuram where the plant is situated and the same are well appreciated by the local community at large.

Goa Glass Fibre Limited (GGFL)

The provisions of Section 135 of the Companies Act, 2013 and Rules there under with respect to CSR are presently not applicable to GGFL. However, as a part of Corporate Social Responsibility, educational program with respect to safety, health and environment was organized in nearby village, Colvale, where GGFL also conducted free medical camps.

29. OTHER DISCLOSURES

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

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

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

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

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

30. RECOGNITION AND REWARDS

The Company's Subsidiaries both in India and abroad have been rewarded by prestigious Bodies / Governments in recognition of various initiatives taken by them. Some of them are as follows:-

Binani Cement Limited

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

Greentech Environment Excellence Silver Award - 2014 from Greentech Foundation, New Delhi.

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

Environment Protection & CSR Award from DM (Sirohi), Rajasthan.

District Level Trees Booster Award 2014-15 from Forest Department, Government of Rajasthan for BCL's Neem-Ka- Thana Grinding Unit.

Shandong Binani Rongan Cement Company Limited

Economy work contribution bronze award and Enterprise of integrity award from CPC Ju County Party Committee and Ju County People's Government during the year 2014-15.

31. HUMAN RESOURCES

Across the Companies in the Group, Employee Relation continues to remain cordial. The Group's emphasis on safe work practices and productivity improvement is unrelenting.

The Company had 38 permanent employees on its roll as on 31st March, 2015. The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization.

32. CAUTIONARY STATEMENT

Statements made in this Report, describing the Company's objectives, projections, expectations and estimates regarding future performance may be "forward looking statements" within the meaning of applicable laws and regulations and are based on currently available information. The Management believes them to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to future events and uncertainties which inter-alia include regulatory changes, tax laws, economic developments within the Country and other incidental factors, that could cause actual results to differ materially from those as may be indicated under such statements.

33. ACKNOWLEDGEMENTS

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the joint venture partners, and all the shareholders. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of Board of Directors of

Binani Industries Ltd

Braj Binani

Chairman

Date : 24th October, 2015

Place: Mumbai

Mar 31, 2014

Dear Member,

The Directors present the Fifty-first Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2014

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars Year ended Year ended 31.3.2014 31.3.2013

Total Revenue 13,264.06 18,734.19

Finance Costs 26,818.09 9,384.00

Depreciation & Amortisation 126.70 119.17

Transfer from Business (28,852.38) - Reorganisation Reserve

Profit/(Loss) before Tax & 1,960 .24 (2,618.33) Exceptional items

Less: Provision for Tax - 255.20

Add: Exceptional Items - 4,111.87

Profit after Tax 1,960 .24 1,238.34

Loss pursuant to amalgamation (506.39) - of a Subsidiary Company

Transfer to General Reserve (196.25) (124.00)

Proposed Dividend (887.89) (887.89)

Dividend distribution Tax (150.90) (150.90)

(Loss) brought forward from last (2,403.71) (2,603.25) year

Transferred from General Reserve 196.25 124.00

(Loss) carried to balance sheet (1,988.65) (2,403.71)

2. REVIEW OF OPERATIONS

Your Company, being a Holding Company, has no manufacturing activities. It provided management and support services to its major Subsidiaries and granted license for use of its Intellectual Property Rights such as Brand, Logo & Trade Mark, by the Subsidiaries. Therefore, its main revenue resources are Management Support Service charges and Royalty from its major Subsidiaries and dividend from investments.

For providing management and support services to the Subsidiaries, the Company had created a Talent Pool comprising of Professionals with rich and varied experience in different functional areas. The Company provided expertise and support services to its Subsidiaries in all support functional areas including Risk Management and strategic matters etc. The Company also regularly takes initiatives in Brand Promotion & Brand Building exercise and spends considerable amount on advertisement which help the Subsidiaries derive significant benefits.

For the year under review, Company earned total Income of Rs. 13,264.06 Lacs which included Management Services fee of Rs. 5,182.00 Lacs, Royalty of Rs. 6,883.57 Lacs and Interest and other income amounting to Rs. 1,198.49 Lacs. During the year 2013-14, the Company''s performance suffered sharp set back due to substantially lower revenue owing to lower Royalty income in view of lower sales of the major Indian Subsidiaries, Binani Cement Limited(BCL) and Binani Zinc Limited(BZL) and higher finance costs. This resulted in Company earning Profit after Tax of Rs. 1,960.24 Lacs (after transfer of a sum of Rs. 28,852.38 Lacs from Business Reorganisation Reserve) for the financial year under review, as against Rs. 1,238.34 Lacs in the previous year.

3. DIVIDEND

Your Directors have recommended a Dividend of Rs. 3/- per share (30%) same as last year, which will have an outgo of Rs. 1,038.79 Lacs, inclusive of Dividend Distribution Tax.

The Dividend, if approved by the Members at the ensuing Annual General Meeting, would be paid to those Members whose names appear in the Register of Members/ Beneficial Holders as on 23rd September, 2014.

4. OUTLOOK

The year 2013-14 has been a challenging year particularly for BCL and BZL.

BCL suffered initially due to poor demand scenario that prevailed in the Cement Industry coupled with increased input costs and finance costs. The situation aggravated further in the last quarter of the year 2013-14 when the business crippled due to coercive measures taken by the Rajasthan VAT Authorities for recovery of the VAT dues for the past years, resulting in the Company shutting down its plants in Rajasthan. BZL also had to shut its unit intermittently during the year under review, due to steep increase in input costs and non availability of concentrates.

The Group''s Glass Fibre business, however, has shown improvement from the later part of the financial year 2013-14, as a result of several measures undertaken to improve efficiency parameters, supported by the improved business conditions in the European Markets.

Your Company''s another Subsidiary, BIL Infratech Limited continued to report significantly improved performance, though relatively smaller in volume.

During the financial year 2012-13, your Directors had decided, to divest the Company''s stake in Binani Cement Limited ( BCL) to the extent of 40% of the share capital of BCL, mainly with the objective of improving the cash flow position of the Company, reducing the interest cost significantly by retiring some of its debts. The Company although initiated necessary steps, the divestment could not materialise primarily due to poor investment sentiments and political uncertainties that prevailed in the Country . With the expected improvement in the investment climate and prospects for the cement industry, your Directors are hopeful of concluding at least part of the proposed divestment towards later part of the current financial year.

With a view to cut down overall costs during the current financial year, the Company has undertaken major exercise for rationalisation of manpower in the common talent pool thereby substantially bringing down the overheads. Consequently, the Company has decided to discontinue the current practice of recovery of Management Support Service charges from the Subsidiaries and continue to provide advisory support from its own resources, free of any recovery therefor.

In view of the uncertainty prevailing relating to settlement of VAT tax matters of BCL, ongoing process for restructuring of the debts of BCL and BZL through respective Joint Lenders'' Forum and current tight liquidity situation your Directors expect the current financial year to be a challenging one.

5. AUDITORS'' OBSERVATIONS

The Auditors, in their Report, have made observations in connection with fair valuation of the Company''s investments done by the Company, creation of Business Reorganisation Reserve(BRR) and transfer of sums to offset certain expenses/write-offs.

The Board wishes to state as follows:

A. In accordance with the accounting policies applicable to erstwhile Wada Industrial Estate Limited (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 Kolkata 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, 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).

B. Similarly, in accordance with the aforesaid, the Company has withdrawn the amounts from BRR arising pursuant to the merger and adoption of AS 30 to meet the expenses like Interest and Financial Charges, Foreign Exchange Loss, Fixed Assets written-off, Value of Investments in subsidiaries written-off, expenses related to Scheme of Amalgamation and Advances to subsidiary written-off.

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in accordance with relevant Accounting Standards viz. AS21, AS23 and AS27 issued by the Institute of Chartered Accountants of India, form part of this Annual Report.

7. SUBSIDIARIES

7.1 Report on Subsidiary Companies

In accordance with the General Circular No. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, Government of India, under Section 212 of the Companies Act, 1956, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. However, the financial information of the Subsidiary and also the step down Subsidiary Companies, are disclosed in this Annual Report in compliance with the said Circular. The Annual Accounts of the Subsidiary and Step Down Subsidiary Companies are kept for inspection by the Members, at the Registered Office and Corporate Office of the Company. The Copies of the aforesaid Annual Accounts of the Subsidiary Companies shall be provided to any Member of the Company, who may be interested in receiving the same.

A brief note on the Company''s major operating Subsidiaries are covered in the Management Discussion & Analysis Report, forming part of this Report.

7.2. Loans/Investments in Subsidiaries

During the year under review, the Company made following loans/ investments in its Subsidiaries:

7.2.1 Aggregate sum equivalent to Euro 3.82 million (Equivalent to Rs. 2985 Lacs) in 3B Binani Glass Fibre S.a.r.l, Luxembourg and US $ 3.574 millions ( equivalent to Rs. 2106 Lacs) in CPI Binani Inc, USA to provide support in meeting their fund requirements.

7.2.2 A sum of Rs. 25 crores in 6% Redeemable Non- cumulative Preference Shares of Rs. 100/- each in Goa Glass Fibre Limited by converting part of the Company''s outstanding loan to them.

7.2.3 A sum of Rs. 88,160/- in Royal Vision Projects Limited (RVPL) for acquisition of the entire Share Capital of RVPL, thereby making RVPL a wholly owned subsidiary of the Company.

7.3. Merger/Liquidation of the Subsidiaries/Step-down Subsidiaries

During the year under review, Scintillating Buildtech Private Limited, a Step-down subsidiary of the Company merged with Wada Industrial Estate Limited, a wholly owned subsidiary with the Appointed Date being 1st November, 2013, pursuant to the Scheme of Amalgamation as approved by the Hon''ble Calcutta High Court. Further, Wada Industrial Estate Limited was merged with the Company with the Appointed Date being 1st December, 2013, pursuant to the Scheme of Amalgamation approved by the Hon''ble Calcutta High Court. Necessary effects, as a result of the aforesaid mergers, have been given in the Financial Statements for the year 2013-14.

The Company also liquidated its two overseas Subsidiaries namely BIL Holdings I S.a.r.l, and BIL Holdings II S.a.r.l, which were incorporated in Luxembourg in the year 2012 as Special Purpose Vehicles, in connection with the acquisition of 3B Group.

Further, the Company''s step-down subsidiaries viz. Project Bird Holdings S.a.r.l, Luxembourg and Project Bird Holding II S.a.r.l, Luxembourg were merged with Project Bird Holding IIIB S.a.r.l Luxembourg in December, 2013.

7.4 Financial Highlights and Business Outlook of the Company''s Subsidiary Companies

The Financial Highlights and Business Outlook in respect of the Company''s major Subsidiaries and also of Step Down Subsidiary, Goa Glass Fibre Limited, are given below:

7.4.1 Binani Cement Limited ( BCL)

Financial Highlights

(Rs. in Lacs)

Particulars 2013-14 2012-13

Total Revenue 196,224 228,019

Profit before Depreciation, Interest & Tax and Exceptional Items 24,452 47,132

Provision for Depreciation 10,533 10,543

Interest and Financial Charges 27,325 21,090

Profit/(Loss) before Tax & Exceptional items (13,407) 15,500

Exceptional Items (15,928) -

Provision for Tax 9,623 3,517

Profit/(Loss) after Tax (19,712) 11,982

Operations Review

During the year under review, BCL''s performance suffered severe set-back due to the poor demand scenario prevailed due to economic slowdown and Infrastructure development activities being at low ebb. The situation worsened for BCL owing to coercive actions initiated by the Rajasthan VAT Authorities in the last quarter of FY 2014 for recovery of past VAT dues which forced BCL to shut-down its Plant at Binanigram for a period of 23 days in March 2014.

During the financial year 2013-14, volume of cement produced and power generated were as follows:-

Production 2013-14 2012-13

Cement (Lacs MT) 50 57

Power Generation (net)-Lacs kWh 3083 3520

During the year under review, BCL decided, subject to approval of Hon''ble High Court, Kolkata and consent of Lenders, to hive- off its Power Undertaking to Binani Energy Pvt Limited (BEPL), a wholly owned subsidiary.

The Scheme for Hive-off has been duly approved by Hon''ble High Court at Kolkata. Certified copy of the Order is awaited.

Business Outlook

Indian Cement Industry

Following the downtrend in the GDP growth of the Country, the cement demand scenario has been sluggish for the last few years. The poor demand of Cement is attributable to steep cut in the Government''s spending in infrastructure and sluggish housing activity due to weak investment cycle.

On the back of stable Government at the centre, with the anticipated trend of revival in economic growth and higher Government spending, the trend is expected to reverse and significantly boost the demand growth for Cement.

The increase in logistic costs due to increase in diesel process and rail freight will however, put pressure on the margins. Dependence on international coal is another uncertainty that the cement industry needs to grapple with.

Outlook

Closure of BCL''s plant at Binanigram for about 48 days during March-April 2014, has resulted in the loss of market share. BCL has strategized to focus aggressively on cost deduction and maximizing the margins by focusing on its core markets. The extensive focus is also planned by BCL to drive fixed costs down by reducing dependency upon self provided services through outsourcing.

BCL''s international operations through its Subsidiaries in Dubai have turned profitable and it is focusing now to enhance its market share in untapped areas. Its China operations are also turning profitable and its endeavour is to enhance cement capacity to 4 Million Tonnes per annum going forward.

With the current ongoing uncertainties caused by the Government actions, the outlook for the current Financial Year 2014-15 of BCL''s Indian operations appear challenging.

7.4.2 3B Binani Glassfibre S.a.r.l (3B Binani)

Financial Highlights (Consolidated Unaudited)

(Euro in Million)

Particulars 2013-14 2012-13

Total Revenue 183.02 169.79

Profit/(Loss) before 19.13 12.50 Depreciation, Interest & Tax

Provision for Depreciation 14.13 15.71

Interest and Financial 20.66 23.00 Charges

Profit/(Loss) before Tax (15.66) (26.20)

Provision for Tax 0.52 0.55

Profit/(Loss) after Tax (16.18) (26.75)

Operations Overview

3B Binani on a consolidated basis, reported marked improvement in its performance in the year 2013-14 over the last year. The total revenue went up by about 7.8%; the loss after tax was reduced to Euro 16.18 Million, significantly lower by about 40% over previous year. The European markets have started showing signs of recovery towards the end of the year 2013, while India stagnated. 3B Binani has taken significant steps to further improve efficiencies across all functions and across 3 manufacturing locations in Europe and India, which already led to improved performance during the year while the full impact will be delivered in 2014-15.

Industry Overview

During 2013-14, the global glassfibre industry still carried a high inventory level and some overcapacity from the previous years. This unbalanced situation continued to put pressure on glassfibre prices throughout 2013. Nevertheless, the good global demand combined with limited additional capacity led to improved capacity utilization in the latter part of 2013 and gives a positive perspective for the future.

The year 2013 for the European Industry showed the continued impact of the economic crisis over the last two years. The overall economic climate remained uncertain and unpredictable. Around mid-2013 macro- economic indicators started to turnaround indicating a slight recovery through the second half of 2013 and continuing during the first half of the year 2014. Starting at a reasonable level in 2013, the demand for glassfibre in European countries grew, fuelled by the economic recovery in the second half of 2013 and ended up at a good level compared to previous years. This robust demand level has been sustained so far in the current year.

In European Union, Automotive did follow the trend with a slow start and a recovery towards the second half of 2013 and positive growth beginning of 2014. The increased use of glass fibre in automotive parts at the expense of steel is supporting higher demand in this segment. The Wind business was impacted by project delays in offshore but showed overall stability. The demand growth in the Indian Composites Industry has remained virtually stagnant due to sluggish growth globally and political uncertainty in India. Although it is difficult to predict the long term growth of this Industry in India, we remain positive about its prospects with an estimated growth of 7-9% per year over the next 5 years.

Business Outlook

3B Binani continues to focus on its core markets Automotive, Wind and Performance Composites, supplying these markets with high quality Chopped Strands and Direct Roving products supported by high performance specialty products like HiPer-tex and CFM. 3B Binani has a strong focus on innovation to develop value added products for its customers in order to deliver product differentiation, to improve the profitability and keep ahead of competition. All of its 3 plants are focusing on improving their cost structure by optimizing production to reach the best efficiencies within the industry.

3B Binani is well positioned in Europe and India to enjoy the market growth when the market bounces back in 2014-15.The quality of the asset and the Know- How together with the state-of-the art R&D Center in Belgium, makes 3B Binani an ideal partner to address the challenges in the automotive and wind industry.

7.4.3 Binani Zinc Limited( BZL)

Financial Highlights

(Rs. in Lacs)

Particulars 2013-14 2012-13

Total Revenue 36,096 44,860

Profit/(Loss) before (1,048) (1,451)

Depreciation, Interest & Tax and Exceptional Items

Provision for Depreciation 763 887

Interest and Financial 937 1021 Charges

Profit/(Loss) before Tax & (2,748) (3,360) Exceptional items

Exceptional Items - 2,052

Provision for Tax (244) (263)

Profit/(Loss) after Tax (2,504) (1,044)

Review of Operations

BZL''s performance for the year 2013-14 suffered set back on account of lower production and sales which was largely attributed to intermittent shut down of the plant due to non availability of Zinc Concentrates owing to liquidity constraints and certain break-downs. The total Zinc production for the year stood at 24,131 MT as compared to 32,836 MT in the previous year. However, various measures taken by the Company to improve the performance, helped containing the Loss before tax and exceptional items at Rs. 2,748 Lacs as against Rs. 3,360 Lacs.

BZL has become a Potentially Sick Industrial Company within the meaning of the provisions of Sick Industrial Companies ( Special Provisions) Act, 1985. The Directors of BZL have planned various strategic measures to achieve a turnaround at the earliest.

BZL''s Plant is currently under shut down since 29th March, 2014 owing to non-availability of concentrate. Steps are being taken to restore the manufacturing operations at the earliest.

Industry Overview

The Indian economy remained in a ''go slow'' mode throughout the year 2013-14. GDP growth estimates had to be revised downwards several times by RBI and other rating agencies. High interest rates due to high inflation have stalled the industrial growth in the Country and this was reflected in the low demand of metal. However, the BZL''s strategy to be a "supplier of choice" continued to pay rich dividends in terms of premium achieved on metal sales.

London Metal Exchange (LME) prices of Zinc remained low throughout the year, at an average price of $1910/ MT during 2013-14 as compared to the previous year''s average of $1950.

The concentrate supply position continued to be influenced by Chinese spot purchases. Almost 80-85% of concentrate production is tied-up under long term contracts or for captive supply. Spot markets suffered from inadequate supply of treatable concentrates. Treatment charges therefore, continued to be significantly below Benchmark terms.

Business Outlook

Zinc consumption, world-wide, has bounced back from the modest expansion of 2.1% seen last year to a more robust 3.6% during the year under review. The gradual recovery in economic activity seems to have become sustainable and the global economy should continue its recovery in 2014. The stabilization of the global economy in 2014 and 2015 is expected to result in accelerated zinc consumption growth of 5.6% and 4.8% respectively.

LME Prices recently have shown uptrend which will have positive impact on BZL in the current year.

It is expected that India will regain its lost momentum, during the current year, with major investments scheduled in infra projects like telecom & power.

7.4.4 BIL Infratech Limited ( BILIL)

Financial Highlights

(Rs. in Lacs)

Particulars 2013-14 2012-13

Total Revenue 33,608 12,783

Profit before Depreciation, 1,755 417 Interest & Tax and Exceptional Items

Provision for Depreciation 230 153

Interest and Financial Charges 251 137

Profit before Tax 1,274 127

Provision for Tax 478 46

Profit after Tax 796 81

Operations Review

For the year under review, BILIL reported significantly improved performance with the total income moving up by 162% over the last year. Profit after Tax registered a quantum jump to Rs. 796 Lacs as against Rs. 81 Lacs. At the close of Financial Year 2013-14, BILIL had healthy order backlog of over Rs. 45,500 Lacs which mainly comprised of the construction projects.

Industry Overview

The year 2013-14 was one of the toughest years in the recent past mainly due to lack of investment opportunities and political instability in the Country. The infrastructure business segment on which BILIL dependent upon, was one of the worst affected business segments during the year 2013-14. However, with the change in the Government at the Centre, the business prospects going forward, is likely to be highly encouraging.

Business Outlook

The Government''s recent announcement of construction of Freight Corridors, High Speed Trains, Metros in Tier-2 Cities, and building up of health & sanitation facilities, will offer extensive opportunities in infrastructure sector, which in turn, is expected to enhance the prospects of BILIL business.

7.4.5 CPI Binani Inc. ( CPI)

Financial Highlights:

(Amount USD in Million)

Particulars 2013-14 2012-13

Total Revenue 14.86 15.42

Profit/(Loss) before 0.44 0.69 Depreciation, Interest & Tax and Exceptional Items

Provision for Depreciation 1.36 1.27

Interest and Financial Charges 0.81 0.49

Profit/(Loss) before Tax (1.73) (1.07)

Provision for Tax 0.56 0.49

Profit/(Loss) after Tax (1.17) (0.58)

Operations Overview

CPI''s performance for the year 2013-14 had more or less, remained stagnant. During the year 2013- 14, CPI has taken effective steps for improving the performance, which is expected to yield better results in the current year.

Industry Overview

The US economy is showing positive signs now with the economy estimates for the second quarter growth having been upgraded with growth projections now hovering around 3%. This augers well for CPI, which will result in higher sales from its key customer segments of marine recreational vehicles, agriculture and construction equipments and automobiles.

Business Outlook

CPI Binani has focused on its core competence of composite based solutions and diversified in to new segments beyond automobiles. This has given better results with growth in sales during the current year. In addition to the growth with existing customer base, steady stream of new opportunities are coming in, which is expected to facilitate improved performance in the current year.

7.4.6 BT Composites Limited(BTCL)

Financial Highlights

(Rs. in Lacs.)

Particulars 2013-14 2012-13

Total Revenue 217 454

Profit / (Loss) before

Depreciation, Interest & Tax (441) (88)

Provision for Depreciation 36 56

Interest and Financial - - Charges

Profit / (Loss) before Tax (476) (144)

Provision for Tax (1) -

Profit / (Loss) after Tax (477) (144)

In view of the continuing losses incurred , BTCL in November 2013 decided to discontinue the manufacturing operations and dispose-off all its moveable and immovable assets. BTCL has already disposed/agreed to dispose of all its assets and also relieved all its employees/workers. The Company has now decided to dissolve BTCL through voluntary winding-up process, subject to necessary approvals, upon conclusion of the exercise for disposal of assets.

7.4.7 Sankalp Holdings Limited (SHL)

SHL is an Investment Holding Company. For the year 2013, SHL incurred a loss of US$ 47,972 as against US$ 10,914 in the previous year. SHL is currently under liquidation process.

7.4.8 Binani Global Cement Holdings Private Limited (BGCHPL)

BGCHPL was incorporated in Singapore on 1st March, 2013. BGCHPL is yet to commence the activity. For the year ended 31.3.2014 BGCHPL incurred a loss of US$ 2017.

7.4.9 Royalvision Projects Private Limited (RPPL)

RPPL was acquired by the Company on 10th January, 2014 and it has become a wholly owned subsidiary of the Company. RPPL is yet to commence the business activity. For the period ended 31st March 2014, RPPL incurred a loss of Rs. 0.27 Lac.

8. DIRECTORS

Mr. Sudhakar Rao resigned from the Board effective 30th May, 2014 since he did not qualify to be an Independent Director under Section 149 of the Companies Act, 2013 ("Act"). Mr. V.Subramanian, retired during the current financial year effective 30 th June, 2014 after serving the Board for a long tenure.

Your Directors place on record their sincere appreciation for the fruitful contribution made by outgoing Directors.

Mr. Sunil Sethy, Executive Vice-Chairman & Managing Director of the Company, opted for premature retirement during the current financial year effective 1st June, 2014 after serving for over 5 years with the Company.

During the current financial year, pursuant to the provisions of Section 161(1) of the Act, and the Articles of Association of the Company, the Board of Directors appointed Mr..S. Sridhar as an Additional Director, designated as an Independent Director of the Company effective 30th May, 2014. Mr. Sridhar shall hold Office up to the date of the ensuing Annual General Meeting.

As per the provisions of the Section 149 of the Act, an Independent Director can hold office for a term up to five consecutive years and shall not be liable to retire by rotation. In view of these enabling provisions, the Board of Directors have proposed the appointment of all Independent Directors namely, Mr. N.C. Singhal, Mr. Rahul Asthana and Mr. S.Sridhar, to hold office upto the conclusion of Fifty Third Annual General Meeting of the Company and they shall not be liable to retire by rotation.

The Company has received declarations from all the aforesaid Independent Directors confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has received Notices from a Member along with requisite deposit amounts proposing the appointment of Mr. Singhal, Mr. Asthana and Mr. Sridhar as the Independent Directors of the Company, at the ensuing Annual General Meeting .

Mr. Braj Binani, Chairman retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommend the aforesaid appointments/ reappointments of the Directors.

9. AUDITORS

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants (Firm Regn. No. 104746W), hold office up to the conclusion of the ensuing Annual General Meeting and have offered themselves for re- appointment. They have confirmed that, if reappointed, their appointment will be within the limits prescribed under Section 141 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. Kanu Doshi Associates, as the Statutory Auditors of the Company.

10. CORPORATE GOVERNANCE

Your Company is committed to lay thrust in achieving higher standard of governance in all functional areas across the organization and adherence to the Corporate Governance norms, as set out by SEBI.

A detailed Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with the Certificate of M/s. Aabid & Co, Mumbai, Practicing Company Secretaries, is annexed and forms part of this Report.

11. MANAGEMENT DISCUSSIONS & ANALYSIS

The Management Discussion and Analysis form part of this report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956 the Directors state that:-

a) in the preparation of the annual accounts , all applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;

b) accounting policies as listed in Note-2 to the Financial Statements have been selected & consistently applied and prudent judgments & estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Profit of the Company for the Accounting Year ended on that date;

c) proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent & detect fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

13. INTERNAL CONTROL SYSTEM & RISK MANAGEMENT

Your Company has adequate internal control mechanism and procedures commensurate with the size and nature of its business. The Audit Committee reviews periodically the observations of the Internal Auditors and the corrective actions, wherever applicable. In addition, the effectiveness of Internal control mechanism and actions taken with respect to Risk Mitigation, are also reviewed by the Internal Auditors, independently and also by the Statutory Auditors.

14. CORPORATE SOCIAL RESPONSIBILITY

The Braj Binani Group, through its operating Indian Subsidiaries, have been striving to achieve a fine balance of economic, environmental and social imperatives, while paying attention to the needs and expectations of the community at large. Its corporate social responsibility initiatives encompasses holistic community development, institution building and sustainability related.

Some of such initiatives undertaken by Group''s major Indian Subsidiaries are as follows:-

Binani Cement Limited (BCL)

BCL is carrying out various community development activities in the nearby villages of mines, plant and colony in particular and for the community as a whole. The focus areas under our community development program are broadly categorized as under:

A. Infrastructure Development

* Boring and Installation of Hand Pumps at various locations in the adjacent villages.

* Construction of check dams for recharging ground water.

* Concretization of water wells located in the nearby villages.

* Development of Gardens.

* Construction of water trough for Cattle in the nearby villages.

B. Health

* "Eye Testing Camp" are being organized with the association of specialized hospital in the nearby villages.

* "World Breast Feeding Week" was celebrated by the Company''s Ladies Club at Amli Village with the association of Rajasthan Health Department.

* Organised seven days residential training camp for moral and physical development of children in association with NGO.

* On "World Population Day", a Workshop was organized to spread awareness among local people and tribal people on population explosion and its consequent problems.

C. Education

* Financial support to schools for renovation and refurbishment in the adjoining villages.

* Distribution of sweater, utensils and other items in schools of adjoining villages

D. Stakeholder Engagement Program

* Financial support / organizing various sports events, functions and fair.

* Construction / Maintenance of various buildings for use of general public.

Binani Zinc Limited (BZL)

Major CSR initiatives including Binanipuram Social Development Programme, BZL sponsored Hi-Tech Class Room, Rotary-Binani CSR Award, Hi-Tech Class Room (the first of this kind in the community) was highly appreciated by media and public at large.As a part of promoting the concept of CSR in other industries, BZL has been sponsoring CSR Award in association with Rotary International for the best CSR practices.

Higher Education Scholarship Scheme is a flagship project of Binanipuram Social Development Programme (BSDP), and 25 students from various educational streams were selected for Education Scholarship.

The unique Pakalveedu Project (Day care centre for elderly people) supported various initiatives such as nutritious food supply, medical camps and Tour Programmes. Around 530 resident families of Edayar community are covered under the drinking water supply scheme and Mediclaim assistance scheme were successfully organised.

Under the provisions of Section 135 of the Companies Act, 2013 ("Act"), it is mandatory for your Company to constitute a Corporate Social Responsibility Committee ("CSR Committee"). Aligning with the guidelines in the Act and the Rules notified related thereto, the Board has constituted a CSR Committee to formulate a CSR Policy and review and monitor the CSR activities of the Company.

15. SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013, your Directors have appointed M/s. Vinod Kothari & Company, a firm of Practising Company Secretaries to carry out the Secretarial Audit in the Company, as prescribed under the Act, for the financial year 2014-15.

16. RECOGNITION & REWARDS

The Company''s Subsidiaries both in India and abroad have been rewarded by the prestigious Bodies / Government, in recognition of various initiatives taken by them. Some of them are as follows:

Binani Cement Limited (BCL]

* National Awards for "Best Thermal Energy Performance 2012-13" by National Council for Cement & Building Material, New Delhi.

* National Award for "Second Best Environmental Excellence in Limestone Mines(2011-12)" by National Council for Cement & Building Material, New Delhi.

* National Award for "Best Quality Excellence for the year 2012-13" by National Council for Cement & Building Material, New Delhi.

* "Best Employer Award for the year 2012" given by Employers Association, Rajasthan.

* "Udyog Bharti Award, 2012-13" by Indian Achievers Forum, New Delhi.

* Energy Management System (ISO-50001) Certification by Det Norske Veritas (DNV), Kolkata.

BCL''s China operations bestowed with the following Awards/Honors during the year 2013-14- Award from CPC Ju Country Party Committee and Ju Country People''s Government:

* Foreign investment in special contribution award;

* Economy work contribution bronze award;

* Growth type enterprise in the year 2013;

Honors issued by Rozhao Safety Production Administration Bureau-

* Third Grade enterprise of safety production standardization of line-1:

* Third grade enterprise of safety production standardization of Fujiazhuang Mine.

Binani Zinc Limited (BZL)

BZL has won the following State Level awards and accolades during the year 2013-14.

* Kerala State Pollution Control Board Award for securing first position among very large industries -2013 for substantial and sustained efforts in pollution control .

* Safety Award-2013 from Department of Factories and Boilers.

* Outstanding Safety Performance Award -2014 from National Safety Council.

* Excellent Safety Conscious Worker Award from National Safety Council

In addition to the above, BZL employees and family members have won awards in different categories like safety slogan and Safety Essay competitions organized by National Safety Council.

17. REGISTERED OFFICE

Your Board of Directors, with a view to reduce overall administrative cost, has proposed to shift the Company''s Registered Office to 37/2, Chinar Park, Rajarhat, New Town Road, P.O. Hatiara, Kolkata 700157 effective 1st September, 2014.

18. PARTICULARS AS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT,1956

The Statement of particulars as required, under Section 217(1) (e) relating to Conservation of Energy and Technology Absorption and activities relating to Exports etc. are not applicable to the Company. Details of foreign exchange earnings and outgo are annexed to this Report.

The Statement of particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975, as amended is annexed and forms part of this Report. However, in accordance with the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members of the Company excluding the aforesaid Statement of Particulars of Employees. Any Member, who is interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company.

19. TRANSFER OF UNCLAIMED DIVIDENDS TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 205(C) of the Companies Act, 1956, the Company has transferred a sum of Rs. 18,15,090/- being the dividends for the financial year 2005-06, which remained unclaimed and unpaid for a period of seven years from the date they became due.

20. HUMAN RESOURCES

Across the Companies in the Group, Employee Relation continues to remain cordial. The Group''s emphasis on safe work practices and productivity improvement is unrelenting.

21. GREEN INITIATIVES

As a part of the Green Initiatives, copies of this Annual Report and Notice of the Fifty First Annual General Meeting of the Company are being sent to all those Members whose email addresses are registered with the Company/Depository Participants. For other Members copies in physical form are being sent through the permitted mode of despatch.

Further, pursuant to the provisions of the Section 108 of the Act, Rule 20 of the Companies ( Management and Administration ) Rules, 2014 and Clause 49 of the Listing Agreements with Stock Exchanges, the Company has provided e-voting facility to all Members to enable them to cast their votes electronically with respect to all the Resolutions as set out in the Notice.

22. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, the Government Authorities, and other stakeholders for their support and the contributions and the Employees at all levels and look forward to their continued support.

For and on behalf of the Board

Mumbai, BRAJ BINANI 7th August, 2014 Chairman

Mar 31, 2013

Dear Members,

The Directors present the Fiftieth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2013

1. FINANCIAL HIGHLIGHTS

(Rs.in Lacs) Particulars Year ended Year ended 31.3.2013 31.3.2012

Total Revenue 18,734.19 19,004.05

Proft before, Depreciation, 6,884.83 9,112.54

Interest & Taxation and Exceptional Items.

Provision for Depreciation 119.17 64.63

Interest and Financial Charges 9,384.00 10,672.01

Loss before Tax & Exceptional (2,618.34) (1,624.10)

items

Exceptional Items 4,111.87 3,626.70

Provision for Tax 255.20 634.42

Proft after Tax 1,238.33 1,368.18

APPROPRIATIONS:

Transfer to General Reserve (124.00) (137.00)

Proposed Dividend (887.89) (887.89)

Tax on Dividend (150.90) (144.04)

Loss Brought Forward from (2,603.25) (2,939.50)

Previous Year

Transferred from General Reserve 124.00 137.00

Loss carried to Balance Sheet (2,403.71) (2,603.25)

2. REVIEW OF OPERATIONS

The Company, being a Holding Company, has no manufacturing activities. Its main revenue streams are the income from management services fees for the management and support services provided to its major Subsidiaries, Income from Royalty for use of its Intellectual Property Rights such as Brand Logo and Trade Mark by the Subsidiaries & Brand promotion/ development expenses incurred by the Company and dividend from investments.

For providing management and support services to the Subsidiaries, the Company has created a Talent Pool comprising of Professionals with rich experience in different functional areas. This facilitates the Company in providing expertise and support services to its Subsidiaries in the areas of Accounts, Finance, Treasury, Audit, Forex / Commodity, Risk Management,

IT, HR, Secretarial and Legal, Purchase, Taxation, Corporate Strategy, Media Services etc. The Company regularly takes initiatives in Brand Promotion & Brand Building exercise and spends considerable amount on advertisement which help the Subsidiaries derive signifcant benefts.

During the year under review, the Company earned total Revenue of Rs. 18,734.19 Lacs which included Management Services fee of Rs. 5,251.50 Lacs, Royalty of Rs.12,676.66 Lacs and Interest/Dividend and other income amounting to Rs. 806.03 Lacs.

During last year, the Company had sold 49% stake in its Subsidiary, Goa Glass Fibre Limited (GGFL) to 3B Binani Glass Fibre S.a.r.l. (3B Binani), a wholly owned subsidiary of the Company in order to consolidate its Glass Fibre business and to leverage on technology and product strength of 3B Fibreglass SPRL, Belgium. During the year under review, the Company sold its balance 51% stake in GGFL to 3B Binani, which resulted in proft of Rs.4 ,112 .16 L ac s .

For the year, 2012-13, the Company earned Proft after Tax of Rs.1,238.33 Lacs as against Rs.1,368.18 Lacs in the previous year.

3. DIVIDEND

Your Directors have recommended a dividend of Rs. 3/- per share (30%) the same as last year, which will have an outgo of Rs.1,038.79 Lacs, inclusive of Dividend Distribution Tax.

4. OUTLOOK

The year 2012-13 has been a challenging year particularly for Glass Fibre and Zinc business. Glass Fibre business was affected due to uncertainty in the European economy, Chinese imports despite anti- dumping duty, high inventory and low capacity utilisation etc. Proftability in case of Zinc business was severely affected due to various factors which included lower zinc prices on LME, variations in Exchange rates and steep hike in power tariff etc.

Various steps have been taken to improve the revenue and proftability of the Glass Fibre and Zinc business in particular, which include change in product-mix, effciency in manufacturing operations through technological improvement etc. All these steps are expected to start yielding returns in the coming years which would help the Company earn dividend on its investments in the years to come.

Your Directors have also initiated various strategic measures in the year under review to improve the earnings and the overall proftability of the Company. In this direction, the Directors have decided, ''in- principle'' to divest the Company''s stake in Binani Cement Limited (BCL) to the extent of 40% of the share capital of BCL, which will improve the cash fow of the Company, reducing the interest cost signifcantly by retiring some of its debts. The Company initiated necessary steps such as appointment of Advisors, Investment Banker, Legal Advisor, preparation and circulation of information Memorandum to key fnancial Investors. Both Vendor due Âdiligence and discussion with prospective Investors are in progress. The entire process is expected to be completed during second half of the current Financial Ye a r.

Your Directors therefore, are hopeful of much improved performance for the current Financial Year, barring unforeseen circumstances.

4. SUBSIDIARIES

4.1 Report on Subsidiary Companies

In accordance with the general Circular No. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, Government of India, under Section 212 of the Companies Act, 1956,the Balance Sheet and Statement of Proft and Loss and other documents of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. However, the fnancial information of the Subsidiary and also the step down Subsidiary Companies are disclosed in this Annual Report in compliance with the said Circular. The Annual Accounts of the Subsidiary and Step Down Subsidiary Companies are kept for inspection by the Shareholders, at the Registered Offce and Head Offce of the Company. The Copies of the aforesaid Annual Accounts of the Subsidiary Companies shall be provided to any Member of the Company who may be interested in receiving the same.

A brief note on the Company''s major operating Subsidiaries are covered in the Management Discussion & Analysis Report, forming part of this Report.

4.2. Loans/Investments in Subsidiaries

During the year under review, the Company made following loans/ investments with a view to provide backup support to operating subsidiaries:

4.2.1 Invested an aggregate sum equivalent to Rs. 31,198.28 lacs in 3B Binani Glassfbre S.a.r.l, Luxembourg and provided loan Rs. 77.45 lacs to CPI Binani Inc, USA.

4.2.2 A total amount of Rs. 4,575 lacs was paid as loan to Goa Glass Fibre Limited out of which a sum of Rs. 25 crores was converted into 6% Redeemable Non-cumulative Preference Shares of Rs. 100/- each.

4.2.3 Invested a sum of US $ 1000 in Binani Global Cement Holdings Pvt. Limited in Singapore towards initial capital at the time of its incorporation.

4.2.4 An aggregate of Rs. 54.70 lacs paid as loan to Wada Industrial Estate Limited.

4.3 Financial Highlights and Business Outlook of the Company''s major Subsidiary Companies

The Financial Highlights and Business Outlook in respect of the Company''s major Subsidiaries and also of Step Down Subsidiary, Goa Glass Fibre Limited, are given below:

4.3.1 Binani Cement Limited (BCL)

Financial Highlights (Rs.in Lacs) Particulars Year ended Year ended 31.3.2013 31.3.2012

Total Revenue 228,017.84 205,667.58

Proft before, Depreciation, Interest & Taxation and Exceptional Items. 47,132.33 33,060.18

Provision for Depreciation 10,542.86 10,354.61

Interest and Financial

Charges 21,089.69 16,140.07

Proft/(Loss) before Tax & Exceptional items 15,499.78 6,565.50

Exceptional Items 1,250.34

Provision for Tax 3,517.30 475.37

Proft after Tax 11,982.48 4,839.79

Operations Review

During the year under review, BCL reported robust performance both in terms of top line as well as the bottom line. It has achieved highest ever production of 56.56 lacs MT & sold 56.81 lacs MT of cement as against 55.84 lacs MT & 56.12 lacs MT respectively in the previous year.

Despite higher input costs and logistics expenses, BCL earned signifcantly higher Profts after Tax at Rs. 11,9 8 2 . 4 8 lacs as against Rs. 4,839.79 lacs in the previous year. This is mainly attributed to better realizations and lower fuel costs.

The cement production and power generation details are

as under :- Production 2012-13 2 011-12 Cement (Lacs MT) 56.56 55.84 Power Generation (net) - Lacs kWh 3,520.47 3,281.65

In line with the previous years, BCL continued to reduce its dependence on Grid Power.

Business Outlook

Indian Cement Industry :

The Indian Economy is currently witnessing its lowest GDP growth in recent years leading to sluggish demand and capacity utilization. This has impacted the Cement Industry especially in the Industrial and Infrastructure segment. However, various measures taken by the Government in recent past to fuel the economy may lead to a more positive impact in the later part of the year. The pressure on the bottom-line will however, remain in short term due to over supply situation and increase in logistic costs.

Company Outlook

Given the supply overhang, muted demand and high price volatility conditions, BCL plans to improve margins by changing its product mix by increasing share of Pozzolona Portland Cement (PPC) to Ordinary Portland Cement (OPC) and volume enhancement by focusing on its primary markets where it has good brand equity. With all these steps, BCL is reasonably confdent of fostering improved results in FY''14.

BCL has also chalked out plans to implement its different expansion and new projects in India and Overseas in high growth markets. The above projects, upon commissioning,are expected to help BCL achieving boost in its performance on long term sustainable basis.

During the current year, with a view to give thrust to the Power Business, as a part of the business strategy of the Group, BCL has also decided to hive-off its Power Business to its wholly owned subsidiary, Binani Energy Private Limited.

4.3.2 3B Binani Glassfbre S.a.r.l (3B Binani)

Financial Highlights

(Consolidated excluding Goa Glass Fibre Ltd.)

(Euro in Million) Particulars Year ended 31.3.2013

Total Revenue 154.27

Proft before, Depreciation, Interest 13.43 & Taxation and Exceptional Items.

Provision for Depreciation 13.63

Interest and Financial Charges 20.87

Loss before Tax & Exceptional items (21.07)

Exceptional Items

Provision for Tax 0.55

Loss after Tax (21.62)

Industry Overview

During 2012-13, the European industry continued facing major challenges which started in the year 2011 such as fnancial and economic crisis. As a consequence, the overall climate remained negatively impacted by an overall sentiment of uncertainty and unpredictability. Demand remained relatively fat over the period and pricing suffered due to cheap Chinese imports into Europe. Major uses of fbreglass products can be seen in the automotive, construction and wind energy industries. The Glass Fibre Automotive market was signifcantly down in 2012 due to lower production of cars. This drop was mostly compensated with more plastic use into the cars. The wind energy and construction markets were however stable.

Operations Overview

The overall performance of the 2 manufacturing units at Belgium and Norway is considered good and capacity was partially constrained to cope with the lower market demand. The production ramp upto normal effciencies went on well. Average realization was however, on the lower side due to cheap Asian imports.

Business Outlook

The year 2013 is expected to remain in line with 2012. Market scenario is expected to show sign of improvement from the year 2014.

3B Binani continues to focus on its core markets (Automotive, Electronics and Consumer Goods) for Chopped Strands products and on Construction for its

Direct Roving products. It is in the process of optimizing the product mix with the continuous intent to move towards value added products in order to improve the proftability and keep ahead of Asian competition. Both Units are also focusing on improving their cost structure by optimizing their production to reach the best effciencies within the Industry.

4.3.3 Goa Glass Fibre Limited (GGFL)

Financial Highlights

(Rs. in Lacs) Particulars Year Year ended ended 31.3.2013 31. 3.2012

Total Revenue 11,085.41 10,095.25

Proft/(Loss) before, ( 5 7 7.94) 1,266.28

Depreciation, Interest & Taxation and Exceptional Items.

Provision for Depreciation 1,482.28 1,382.74

Interest and Financial 1,521.92 1,209.45 Charges

Loss before Tax & (3, 5 8 2 .14) (1,325.91) Exceptional items

Exceptional Items (29.86)

Provision for Tax (0.01) 5.49

Loss after Tax (3,582.13) (1,361.26)

Operations Review

During the year 2012-13, GGFL produced 14,590 MT. It sold 15,503 MT as against 13,386 MT in the previous year. Chinese imports put the pricing pressure and slow down in Automotive and Infrastructure Sectors also impacted the demand for the glass fbre products.

During the year under review, GGFL ceased to be a direct subsidiary of the Company, consequent upon the sale of the balance stake of 51% in GGFL by the Company to 3B Binani Glassfbre Sarl (3B Binani), Luxembourg, a wholly owned subsidiary of the Company. Therefore, GGFL has become a wholly owned subsidiary of 3B Binani and a step-down subsidiary of the Company.

Business Outlook

The Indian market for the glass fbre products is expected to remain soft. The challenging competitive environment will continue to put pressure on margins due to Chinese Imports.

GGFL is currently focusing on optimizing the product mix by giving thrust to the products with better margins,

thereby improving proftability. This will also improve capacity utilisation and contain the operational cost. With this perspective, focus was on Chopped Strand Mat during the year 2012-13 which provided better margin and will also help maximizing the production and sales in future.

With the integration of India Operations with 3B Europe to leverage on synergies in marketing and the strong technology base of the European facilities, GGFL is looking forward to optimize its product portfolio by adding high value export sales.

With the projected availability of natural gas in Goa, GGFL targets achieving signifcant reduction in energy costs which would enable the business to be more competitive. Further, a modernization plan aiming at a 20% capacity increase based on higher technology equipments (bushings, automatic triple winders) is under way. This together with higher exports and developing a new product for wind energy for India is the base of the next year plan. Consequently, the performance of GGFL is expected to improve substantially in the years to come.

4.3.4 Binani Zinc Limited (BZL)

Financial Highlights

(Rs. in Lacs) Particulars Year Year ended ended 31.3.2013 31. 3.2012

Total Revenue 44,860.00 40,709.05

Loss before , Depreciation, (1,450.80) (1,194.46) Interest & Taxation and Exceptional Items.

Provision for Depreciation 887.42 904.01

Interest and Financial 1,021.41 1,518.74 Charges

Loss before Tax & (3,359.63) (3,617.21)

Exceptional items

Exceptional Items 2,052.20 1,908.13

Provision for Tax (263.00) (253.12)

Loss after Tax (1,044.43) (1,455.96)

Operations Review

India''s economic growth rate in 2012-13 was the lowest in a decade. The slowdown in the Indian Economy impacted the industrial growth in the Country which in turn, affected the pace of growth in zinc consumption.

For the year 2012-13, BZL produced higher volume of Zinc at 32,836 MT as against 30,824 MT in the previous

year. However, the steep hike in the power tariff and adverse variation in the exchange rates affected the performance of the Company. The decline in zinc prices on LME (Average price of US$1950/MT during the year 2012-13 as compared to average price of US $2150 in 2011-12) affected all stand-alone Smelters. Slow Down in Automotive and Telecom Sectors also resulted in low Zinc demand. Despite this, BZL contained its loss at Rs. 1,044.43 lacs as against Rs. 1,455.96 lacs in the previous year.

Industry Overview

Demand for Zinc metal, world-wide, continued to record robust growth rates. However, the accelerated growth of previous years was muted, due to lower than expected growth in China.

The Euro-zone crisis dampened price sentiments and with Funds keeping away from the metals sector, LME prices recorded lower levels, resulting in an average price of $1950/MT during 2012-13 as compared to the previous year''s average of $2101.

The Indian economy struggled to achieve the decadal growth rates. The GDP growth rates are positively correlated to Zinc demand. However, BZL''s to be a "supplier of choice" continued to pay rich dividends in terms of premium achieved on metal sales.

The power scenario in Kerala was a cause of concern & continues to be so. Tariff hike of 35% effective from 1st July 2012, severely affected proftability. Restrictions on power supply were also introduced which has recently been withdrawn.

With revival of monsoon in 2013, expected Hydel Generation at normal levels thus, restoring the balance of power in the state of Kerala.

BZL is actively interacting with the Regulatory Authorities, Kerala State Electricity Board (KSEB) & Government, to mitigate further tariff hikes/restrictions.

Business Outlook

The recent monetary easing, pullback in infation rates & expected investments in infra projects like telecom & power should assist in restoring the growth momentum for zinc demand.

During the frst half of 2012, concentrate supply was squeezed leading to low Treatment Charges (TC). The situation has eased out since then. Higher TC levels are expected during 2013-14.

BZL has entered into an Agreement with an established Technology provider (M/s Tamzinco) for introducing a

process step whereby Lead-Silver (Pb-Ag) separation can be achieved from the leach streams. The process will enable recovery of value-adding Pb-Ag as well as generation of cleaner Jarosite of non-hazardous nature. The process is also designed to improve the smelter fexibility to treat concentrates with higher level of impurities.

With the successful commissioning of the above project by 2014-15, BZL is hopeful of growth in both the top line & bottom line.

BZL is actively working to ensure that the RBG mines start functioning within the next couple of years. It is also pursuing its plans for capacity expansion as well as, mini-Hydel projects. It will continue to focus on development of value added products, from existing products as well as solid wastes.

With the implementation of above plans, BZL is expected to report substantially improved results in the years ahead.

4.3.5 BIL Infratech Limited ( BILIL)

Financial Highlights:

(Rs. in Lacs) Particulars Year Year ended ended 31.3.2013 31. 3.2012

Total Revenue 12,783.17 6,549.29

Proft before , Depreciation, Interest & Taxation and Exceptional Items. 417.02 136.68

Provision for Depreciation 152.83 45.67

Interest and Financial 137.39 42.28 Charges

Proft before Tax & Exceptional items 126.80 48.73

Exceptional Items

Provision for Tax 46.05 14.09

Proft after Tax 80.75 34.64

Operations Overview

During the year under review, BIL Infratech Ltd. (BILIL) earned Revenue of Rs.12,783.17 lacs as against Rs. 6,549.29 lacs in the previous year. The order backlog of BILIL at the end of the year 2012-13 stood at Rs.53,000 lacs. During the year, the Company was awarded a prestigious work by the Government of West Bengal for construction of Aliah University Campus of the value of Rs.2 2,10 0 l ac s .

Industry Overview

The Construction Industry has been passing through sluggish phase in the absence of clearance of various infrastructure projects by the Government. Similarly, there have not been too many opportunities in EPC sector except for a few tenders which are currently in pipelines by large corporates. Some of the engineering contracts were put on hold by the Customers for various reasons.

Business Outlook

BILIL has participated in a number of Tenders and expect to clock a revenue of Rs.700 Crores by FY''16. BILIL has planned various strategies which inter-alia include concentrating on construction of residential and commercial buildings, industrial structures , focus on EPC projects wherever possible and strengthen its core team. BILIL hopes to achieve total revenue of around Rs.390 Crores in 2013-14 with signifcantly improved EBIDTA, barring unforeseen circumstances.

4.3.6 CPI Binani Inc. (CPI Binani)

Financial Highlights

(USD in Million)

Particulars Year Year ended ended 31.3.2013 31. 3.2012

Total Revenue 13.94 10.19

Proft/(Loss) before, Depreciation, Interest & Taxation and Exceptional Items 0.97 (1.18)

Provision for Depreciation 1.26 1.01

Interest and Financial 0.44 0.19 Charges

Loss before Tax & (0.73) (2.38)

Exceptional items

Exceptional Items

Provision for Tax (0.30) (0.84)

Loss after Tax (0.43) (1.54)

Operations Overview

The year 2012 had been a diffcult year for CPI Binani, Inc, USA which incurred an operating loss. The Company''s performance got affected due to an anticipated increase in Sales not materializing in view of the overall business scenario prevailing in USA and European Countries.

Business Outlook

CPI Team has taken various steps to improve overall performance of the Company. These include bringing down the material cost and process improvement, which

will signifcantly improve the contribution margins and overall proftability. In addition, thrust is also being given on cost containment wherever feasible. New product developments in co-ordination with key customers are in advance stages and expected to be fully commercialized in the coming years.

4.3.7 BT Composites Limited (BTCL)

Financial Highlights

(Rs. in Lacs) Particulars Year Year ended ended 31.3.2013 31. 3.2012

Total Revenue 435.60 598.74

Loss before, Depreciation, Interest & Taxation and

Exceptional Items. (88.07) (64.72)

Provision for Depreciation 55.69 66.80

Interest and Financial 0.18 2.40 Charges

Loss before Tax & (143.94) (133.92) Exceptional items

Exceptional Items (20.90)

Provision for Tax

Loss after Tax (143.94) (154.82)

Operations Overview

During the year 2012-13, the products manufactured by BTCL were well received in the markets. Total Revenue was lower at Rs.435.60 Lacs compared to Rs.598.74 Lacs in the previous year. During the year, sales of Sheet Moulding Compound (SMC) Products was 199 MT as compared to 317 MT in the last year.

Business Outlook

BTCL has been able to focus on private construction companies and South Central Railway. It is also looking at expanding sales operations in other Countries where awareness of SMC (GRP) has already been established.

4.3.8 Wada Industrial Estate Limited (WIEL)

WIEL did not undertake any business activity during the year 2012-13. It is in the process of identifying an appropriate business opportunity.

For the year ended 31st March, 2013, WIEL incurred a loss of Rs.39.29 Lacs as against Rs.21.05 Lacs in the previous y ear.

4.3.9 Sankalp Holdings Limited (SHL)

SHL is an investment holding Company. For the year 2012, SHL incurred a loss of US$ 10,914 as against US$ 11,177 in the previous year.

4 . 3 .1 0 Binani Global Cement Holdings Private Limited (BGCHPL)

BGCHPL was incorporated in Singapore on 1st March, 2013 with an initial capital of US$ 1,000. It is yet to commence any activity.

5. DIRECTORS

The Board of Directors appointed Miss Shradha Binani and Mr. Rahul Asthana as the Additional Directors of the Company effective 5th August 2012 and 6th April 2013 respectively. They hold Offce up to the date of the ensuing Annual General Meeting.

Miss Shradha Binani, aged 25 years, holds a Bachelors Degree in Science and International Politics from the City University, London. She belongs to the Promoter Group. She has, during her studies, undertaken keen interest in international marketing. Miss Shradha Binani has been associated with acquisition of 3B, the rebuild of furnace and expansion of capacity in Glassfbre business of the Group.

Mr. Rahul Asthana, aged 60 years, a B. Tech from IIT, Kanpur and Masters in Business Administration from University of Ljubljana, Slovenia. Mr. Asthana brings with him reach experience of over 35 years in administration of public enterprises and worked in various departments of the Government of Maharashtra and had been Chairman of Mumbai Port Trust. He was involved in the implementation of large infrastructural projects. He was earlier Director of the Company before taking up positions in Government Organisations. He retired as the Metropolitan Commissioner, Mumbai Metropolitan Regional Development Authority (MMRDA) before joining the Board of the Company.

The Company has received notices from a Shareholder along with a deposit of Rs.500/- each proposing the appointment of Miss Shradha Binani and Mr. Rahul Asthana as Directors of the Company at the ensuing Annual General Meeting .

Mr. Jitender Balakrishnan, retires by rotation at the ensuing Annual General Meeting. However, he has not sought reappointment. Accordingly, Mr. Balakrishnan will cease to be a Director of the Company upon conclusion of the Annual General Meeting. The Directors place on record their appreciation for the invaluable contribution made by Mr. Balakrishnan during his tenure of 3 years as a Director of the Company. Directors do not propose to fll the vacancy arising out of the retirement of Mr. Balakrishnan.

Mrs. Nidhi Singhania, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for reappointment.

Your Directors recommend appointment of Miss Shradha Binani and Mr. Rahul Asthana and re-appointment of Mrs. Nidhi Singhania as the Directors of the Company.

6. EXIT OPPORTUNITY TO THE SHAREHOLDERS OF BINANI CEMENT LTD. (BCL).

Members are aw are that Shares of Binani Cement Limited (BCL) were delisted on 23rd May, 2011 consequent upon completion of the Reverse Book Building process by BCL 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 BCL under SEBI (Delisting of Equity Shares), Regulations, 2009, the Company had sent an Exit Offer to the remaining public Shareholders to tender their shares in the Offer. The Exit Offer closed on 29th May 2012. During the year under review, the Company thus purchased 39,63,463 shares of BCL from the public Shareholders at a price of Rs. 90 per share valued at Rs. 3,567.11 lacs. Consequently, the Company''s stake in BCL has gone up marginally to 98.43%.

7. AUDITORS

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, hold offce upto the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confrmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Statutory Auditors of the Company.

8. AUDITORS'' OBSERVATIONS

The observations in the Auditors'' Report on standalone and consolidated accounts are self explanatory and need no further explanations. With regard to the Qualifed Opinion of the Auditors, the justifcation for the accounting treatment adopted by the Company, has been provided under Note no. 34 of the annexed Accounts.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in accordance with relevant Accounting Standards viz. AS21, AS23 and AS27 issued by the Institute of Chartered Accountants of India, form part of this Annual Report.

10. CORPORATE GOVERNANCE

Your Company lays strong emphasis on observance of Corporate Governance in all functional areas across the organization.

A detailed Report on Corporate Governance together with a Certifcate of the Compliance of Clause 49 of the Listing Agreement received from the Practising Company Secretary, M/s. Uma Lodha & Associates, is annexed and forms part of this Report.

11. MANAGEMENT DISCUSSIONS & ANALYSIS

The Management Discussion and Analysis form part of this Report.

12. SECRETARIAL COMPLIANCE

The Company has obtained a Certifcate of Compliance from M/s. Uma Lodha & Associates, Practising Company Secretary which reassures that the Company has complied with all the requirements under the provisions of the Companies Act, 1956 and also the Stock Exchange Listing Agreement. This refects the Company''s continued emphasis on Governance and Compliances.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956 the Directors state that:- a) in the preparation of the annual accounts , all applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;

b) accounting policies as listed in Note 2 to the standalone fnancial statements have been selected & consistently applied and prudent judgments & estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Proft of the Company for the Accounting Year ended on that date;

c) proper and suffcient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent & detect fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

14. INTERNAL CONTROL SYSTEM & RISK MANAGEMENT

The Company believes that a strong Internal Controls framework is one of the important pillers of Corporate Governance. The Group has embedded internal control in the processes and operations across all the Companies in the Group. The Company had also undertaken Risk Assessment exercise earlier in respect of all the operational areas in its major Indian Subsidiaries which was facilitated by a renowned frm of Consultants. The effectiveness of Internal control mechanism and actions taken for Risk Mitigation, are reviewed by the Internal Auditors, Independently and also by the Statutory Auditors. The Audit Committees of Directors of the respective Companies review the observations of the Internal Auditors at its meetings periodically.

The Company is also currently in the process of creating a Corporate Cell to oversee the Internal Controls in the business processes across the Group.

15. CORPORATE SOCIAL RESPONSIBILITY

The Braj Binani Group upholds deep conviction in Corporate Social Responsibility(CSR). Social welfare and community development is at the core of the Group''s CSR philosophy and continue to draw regular attention of the Top Management. It focuses not only on protecting health and ensuring the well-being and security of its Employees, but that of up-liftment of the local communities also, in which its various manufacturing units operate.

Some of the main CSR activities undertaken by the major Subsidiary Companies are mentioned below:

15.1 Binani Cement Limited ( BCL)

BCL is carrying out various community development activities in partnership with M/s. Rajasthan Bal Kendra Sansthan (RBKS), a NGO. The focus areas under its community development programme are broadly categorized as :

a. Development of infrastructure Â Existing Well Development, farm Pond, cattle Troughs, Roof Rain Water harvesting, irrigation facility creation through providing diesel pumps to the group of benefciary.

b. Increase in literacy / awareness levels by imparting education to children and community -

Assisting the villagers, including old-age residents and widows, for opening post offce pension accounts under the Mahatma Gandhi National Rural Employment Guarantee Act (NREGA)

c. Poverty alleviation and sustaining livelihood through employment creation and skill development Â Improved seeds distribution, up- liftment of rural women through setting up of training centers wherein women are provided training in tailoring with additional monetary support for purchase of sewing machines. The farmers are trained with new improved agriculture technology.

d. Improvement of medical and health services Â

Regular awareness on health Issues are provided through meetings and awareness camps.

e. Development and expansion of green cover in the surrounding area ÂAwareness is spread on Natural Resource Management and soil water conservation.

f. Micro Credit- Assisted in the organization and operation of Self-Help Groups (SHG) across the surrounding villages. The SHG members are provided with training on aspects such as book- keeping and opening bank accounts to enable them take control of their own fnances.

15.2 Binani Zinc Limited ( BZL)

In BZL, the CSR initiatives are undertaken through Ghanshyam Binani Occupational Health Centre and Ghanshyam Binani Community Hall.

Over the years, BZL has emerged as a model for CSR initiatives in Kerala. This was also recognized by ASSOCHAM .

16. RECOGNITION & REWARDS

The efforts made and various initiatives taken by the Company''s Subsidiaries have been well recognised by the prestigious Bodies/Government. Some of such signifcant achievements are as under:

BCL

- Rajiv Gandhi National Quality Excellence - 2010

Commendation Certifcate from Bureau of Indian Standards, New Delhi, for quality excellence

- Bhamashah Award from Depar tment of Education, Govt. of Rajasthan

- NSCI Safety Award - 2011 from National Safety Council, Mumbai for developing & implementing effective Management System & procedures and achieving good performance in Organisation Safety and Health for the assessment period of three years -2008 to 2010.

BZL

- National CSR Excellence Award from ASSOCHAM

- Green Tech Environment Excellence Award.

17. REGISTERED OFFICE

The Company has taken on lease new offce premises at 601, Axis Mall, Block C, Action Area-1, New Town, Rajarhat, Kolkata - 700 156 and shifted its Registered Offce to the above premises effective 1st April, 2013.

18. FIXED DEPOSITS

During the year, your Company has neither invited nor accepted/renewed Deposits from the public.

19. PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT,1956

The Statement of particulars as required, under Section 217(1) (e) relating to Conservation of Energy and Technology Absorption and activities relating to Exports etc. are not applicable to the Company. Details of foreign exchange earnings and outgo are annexed to this Report.

The Statement of particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975 (as amended) is annexed and forms part of this Report. However, in accordance with the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members of the Company excluding the aforesaid Statement of Particulars of Employees. Any Member, who is interested in obtaining these particulars, may write to the Company Secretary at the Registered Offce of the Company.

20. INVESTOR SUPPORT SCHEME

Your Directors have decided to introduce an Investor Support Scheme for the beneft of small Shareholders holding upto 100 Shares of Rs. 10 each in physical form. Under the Scheme, the eligible Shareholders, if they so desire, will be able to dispose-off their holding and realize the sale proceeds without going through the process of dematerialisation of Shares and other costs related thereto.

21. HUMAN RESOURCES

As the Organisation continues to grow exponentially and takes signifcant strides towards global expansion, there is an increasing focus on Human Resource training and development and functional alignment with the business and building & enhancing people capability. There has been considerable focus on Leadership hiring to cater to both our current and future requirements. The Company has also embarked on hiring younger talents/leaders to reduce the average age of the Employees and to have a right mix of experience and dynamism.

Across the Companies in the Group, Employee Relation continues to remain cordial. The Group''s emphasis on safe work practices and productivity improvement is unrelenting.

22. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Financial Institutions, Banks, State and Central Government Authorities, and other stakeholders for their unstinted support and the Employees for their co-operation & continued support.

FOR AND ON BEHALF OF THE BOARD

Mumbai BRAJ BINANI

27th July, 2013 CHAIRMAN

Mar 31, 2012

The Directors present the Forty Ninth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended 31st March, 2012

1. FINANCIAL PERFORMANCE (Rs. in Lakhs)

Particulars 2011-12 2010-11

Revenue from operation / 19,004 8,591 other income

Profit before Depreciation, 9,113 4,570 Interest, Exceptional Items, Extraordinary Items and Tax.

Depreciation and 65 40 amortization expenses

Profit before Interest, 9,048 4,530 Exceptional Items, Extraordinary Items and Tax.

Interest and Financial 10,672 3,384

Charges

Profit / (Loss) before (1,624) 1,146

Exceptional items,

Extraordinary items and Tax

Exceptional Items 3,627 -

Profit before Extraordinary 2,003 1,146 items and Tax

Extraordinary Items - -

Profit before Tax 2,003 1,146

Tax (634) -

Profit after Tax 1,368 1,146

APPROPRIATIONS /

ADJUSTMENTS

Transfer to General Reserve (137) (115)

Proposed Dividend (888) (888)

Tax on Dividend (144) NIL

(Loss) brought forward from (2,940) (3,198) last year

Adjusted with credit balance 137 115 of General Reserve

(Loss) carried to balance (2,603) (2,940) sheet

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

1 Review of Operations

The Company, being a holding Company, has no manufacturing activities. Its main source of revenue is income from Management fees for management and support services provided to all its subsidiaries in the areas of Accounts, Finance, Treasury, Audit, Forex / Commodity, Risk Management, Secretarial and Legal, Purchase, Taxation, Corporate Strategy, Media Services etc. and income from Royalty for use of its Brand Logo and Trade Mark by its Subsidiaries apart from dividend from its subsidiaries.

During the year under review, the Company, as registered owner of the trade mark and logo "Binani" and "Braj Binani Group" (registered with permission from Braj Binani Family), entered into an agreement with its major operating subsidiaries for licensing of the trade mark/logo on a non exclusive basis against payment of royalty as a percentage of net turnover and the Company incurred expenditure on advertisement, brand identity, brand promotion and development exercise etc. related to all the companies under the Braj Binani Group, of which a ten percent share is being paid to the Promoters under an Agreement.

During the year under review, Company received Management Service fee from all its subsidiaries aggregating to Rs. 4,403.29 Lakhs, and Royalty for the use of Binani Logo aggregating to Rs. 9,525.53 Lakhs.

During the year under review, the Company acquired 3B Fibreglass Belgium and 3B Fibreglass Norway through its Wholly Owned Subsidiary, Glass Fibre Holding I Sarl, a Company incorporated in Luxembourg. The acquisition was financed by way of Term Loans from IDBI; Dubai Branch and Exim Bank at a cost of 275 mio Euros.

In order to consolidate its Glass Fibre business as well as to leverage on technology and product strength of 3B-Fibreglass, the Company sold 49% of its equity stake in Goa Glass Fibre Limited to Glass Fibre Holding I SARL.

The Company also sold its entire stake in Binani Ready Mix Concrete Limited to Binani Cement Limited.

The above sale of shares has resulted in gain of Rs. 3,626.70 Lakhs.

During the year, the Company earned a Net Profit of Rs. 1,368 Lakhs compared to Rs. 1,146 Lakhs in the previous years. Out of the profit of Rs. 1,368 Lakhs, Rs. 137 Lakhs has been transferred to General Reserve.

1.2 Future Prospects

1.2.1 Glass Fibre & Composite businesses

- With the integration of India Operations with Europe to leverage on synergies in marketing and the strong technology base of the European facilities, we look forward to optimizing the product portfolio to drive capacity growth in India. The Indian market for glass reinforcements is expected to maintain its healthy growth with increasing pace in the Wind Energy segment and sustained growth of the automotive sector.

- While the construction and E&E sectors in Europe are expected to record a 2% growth in 2012 and the automobile sector poised to contract marginally, the wind energy sector in Europe is expected to grow in double digits. The new range of products developed by the European SBUs for wind energy applications are expected to deliver well.

- With the projected availability of natural gas in Goa, the Company targets achieving significant reduction in energy costs which would enable the business to be more competitive.

- The US based composites producing subsidiary of the Company is looking forward to improved markets against the backdrop of the USA demonstrating signs of economic recovery. The Company's move towards integrating the Composite businesses in USA and India will help the Company focus better in this vertical.

1.2.2 Cement Business

Overseas

- The growth in cement consumption in China is expected to remain robust. With the new Clinkerisation Plant of Shandong Binani Rong'An Cement Co.Ltd. (SBRCC), which commenced operations in December 2011 now stable and operating at 90% capacity utilization with improved thermal efficiency following the successful commissioning of the new waste heat recovery system, the Company plans to keep pace with the demand by setting up a split-CGU to ramp up the cement output.

- The East African markets that have been tapped by the Company are expected to continue growing at a healthy pace fuelled by investments in Construction. As the Company's Grinding Unit in the UAE is ideally located to supply the East African markets, the Company targets a clinkerisation facility in the Middle East either through organic or inorganic route, to feed this Grinding Unit.

India

- Inflationary pressures and weak Government finances are expected to adversely impact the growth of the infrastructure and housing sectors during the next Financial Year. Some recovery is expected in the latter half of the year with marginal softening of the interest rates. However, the Company believes that the long- term growth prospects of our economy are intact. The Company's growth agenda for this vertical includes continued efforts towards setting up Greenfield opportunities for Grey Cement in the western part of India.

- While energy and transportation costs are expected to continue on a higher trend and put pressure on a pricing in the near term, the Company firmly believes that the markets have the capacity to absorb cost increases in the long run. To mitigate the risks associated with energy cost and availability, the Company recognizes that investing in Captive Coal Assets is an important step. Efforts are on to identify and pursue investments in such assets from a long term perspective.

- Company has been allotted Nimbri lignite mine. A detailed techno-economic study is underway for an early exploitation of lignite.

- Binani Cement Limited is consciously improving its Pozzolana Portland Cement (PPC) share to capitalize on the perceived opportunities associated with Kyoto protocol and its CDM which can additionally bring financial benefits.

- With the acquisition of Ready Mix Concrete (RMC) business from the Company (BIL) the way forward is to leverage on the synergies and grow the business.

1.2.3 Zinc Business

- During the next fiscal year, the growth in domestic consumption of this metal is expected to weaken in line with the country's economic growth on account of inflationary pressures and reduced government spending. This however, is unlikely to affect the Company's output.

- The metal prices are expected to trend higher due to supply side constraints, but will witness increased volatility in the near term. This is expected to adversely impact raw material pricing in the near term.

- The long term prospects of this metal remain robust and the Company looks forward to growing this business through capacity expansions, increased focus on value-added products and strategic investments in the mining space and technology to fortify raw material security and business sustainability.

1.2.4 Engineering & Project Construction business

The Company firmly believes that infrastructure will be a key driver of the country's economic growth. With a well established presence in the commodity space, a strong brand and a vast pool of talented, well trained and experienced work force, the Company looks forward to positioning itself as a strategic player in the EPC business through its recently established subsidiary BIL Infratech Ltd. The Company's move to employ modern construction methods backed by frontline technologies to be sourced through partnerships with leading overseas construction firms will aid the Company differentiate itself in this competitive space.

2. SUBSIDIARIES

We present below brief report on the Operations of the Company's major subsidiaries.

2.1. BINANI CEMENT LIMITED (BCL)

2.1.1 Industry Overview

Cement demand growth has lagged GDP growth in past two years due to slowdown in real estate sector and lack of order inflows from infrastructure sector. Lower-than- expected demand coupled with incremental supplies has also resulted in declining capacity utilizations for the Companies. Sector has also witnessed continued cost pressures in terms of higher power, fuel and freight costs. However it is expected that Interest rates will soften in the coming months leading to higher demand from housing sector.

2.1.2 Financial Performance

The financial performance for the year ended 31st March, 2012 is summarized below:

(Rs in Lakhs)

Particulars 2011-12 2010-11

Net Sales and other Income 2,05,668 1,74,335

Operating Costs 1,72,607 1,45,814

EBIDTA 31,810 28,521

Interest & Financial Charges 16,140 10,344

Cash Profit 15,670 18,177

Depreciation and Amortization 10,355 9,950

Profit before Tax 5,315 8,227

Profit after Tax 4,840 9,051

2.1.3 Review of Operations

The Company is continuing its efficient operating performance. During the year under review the Company has surpassed all its previous highest achievements.

The production of the cement has increased by 2.31% over 2010-11. The Company produced 55.84 Lakhs MT cement as compared to 54.58 Lakhs MT in 2010-11. During the year share of PPC increased to 40.27% of total cement production from 38.63% during 2010-11.

The sales of the cement has increased by 3.20% over the previous year sales. The Company sold 56.12 Lakhs MT of cement as against 54.38 Lakhs MT in the previous year.

Captive power generation (net) during the year under review was 3281.65 Lakhs KWh as against 3056.69 Lakhs KWh in 2010-11.

The Company's profitability could not match previous years performance in line with Industry trends, primarily because of increased cost of Fuel, Raw Materials, Power and logistics costs which the markets could not absorb fully. However, January 2012 onwards there is sign of improvement in prices resulting in improved bottom- line. Company has registered net profit (before tax) of Rs. 5,315 Lakhs as compared to Rs. 8,227 Lakhs during the year 2010-11.

2.1.4 Internal Control System

The Company's internal control system provides high level of system based checks and controls commensurate with the nature and size of operations. Regular internal audits and checks ensure that responsibilities are executed efficiently. The Audit Committee of Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvement for strengthening them from time to time. The Company has a robust risk management policy in place. The internal audit report provides for a regular review of risk management.

2.1.5 Opportunities/ Risks/ Threats/ Concerns

Demand for Cement in India is likely to see a recovery process and will touch levels of 6-8 percent in 2012. The increase in growth will be triggered by the government's drive to revive economic activity by initiating investment in infrastructure projects. A correction is foreseen in interest rates and improved regulation as regards land acquisition and environmental clearance leading to revival of several on-hold projects. Cement prices are likely to maintain an upward curve due to increasing production and ownership costs.

The Union Budget's focus on developing infrastructure and on affordable and rural housing should provide a boost to cement demand over the next few quarters.

Despite a strong GDP growth forecast of 8-9% in next 3-4 years, Industry is likely to see pressures on prices due to higher demand supply gap and increased cost of inputs, Fuel, and Logistics, denting the bottom-line in short to medium term.

2.1.6 Recognition & Rewards

During the year 2011-12 BCL was bestowed with various awards / recognitions in a wide variety of functional areas - Safety, Productivity, Quality, Employee Relations, Energy Excellence and Environment and Water Management :

2.1.7 Corporate Social Responsibility

The focus areas under our community development programme are broadly categorized as :

1. Development of infrastructure

2. Increase in literacy levels by imparting education to children.

3. Poverty alleviation and sustaining livelihood through employment creation and skill development.

4. Improvement of medical and health services and

5. Development and expansion of green cover in the surrounding area.

During the reporting period, the following notable additions were made to our pre-existing Community Development Programme :

- We launched a programme on 'Educating Communities on Livelihood Skills' covering four nearby villages in the initial phase.

- Skill Development: Among our programme initiatives aimed towards empowering the rural community with skills for generating livelihood, we have successfully contributed towards upliftment of rural women through setting up of training centre's wherein women are provided training in tailoring with additional monetary support for purchase of sewing machines.

- Economic Sustenance: We provided assistance to the villagers, including old-age residents and widows, for opening post office pension accounts under the Mahatma Gandhi National Rural Employment Guarantee Act (NREGA) scheme.

- SHGs & Savings Schemes: We assisted in the organization and operation of self-help groups across the surrounding villages. The SHG members are provided with training on aspects such as book-keeping, M.I.C. development and opening bank accounts to enable them take control of their own finances.

- Educating Farmers: Through effective public- private partnership and in association with a non-governmental organization, we are working extensively with the local agricultural community to educate them on efficient agricultural and irrigation practices aimed at making optimal use of fertilizer and cropping patterns that can maximize the yield of their crops.

- Water Resource Development: Construction of various water harvesting and water resource development schemes such as check dams, Tanka, farm ponds, water troughs for cattle, renovation of ponds and wells in the surrounding villages.

2.1.8 Human Relations/ Industrial Relations

Employee / industrial relationship have been cordial during the year. We enjoy very healthy relationship with workmen and union which is authenticated by zero man day's loss due to IR problem for four consecutive years. Mutual trust and mutual understanding are neatly blended in peaceful IR culture.

Measures taken for the safety of employees' training and development continue to get top priority at all levels, which are reflected in the improved quality and efficiency.

The Company's training programmes as per TNI (Training Need Identification) and on value-based teachings enhance motivational levels among its people.

The Company aims at making every employee to contribute to their full potential in their job. To have robust relationship with employees the Company launched a communication platform named "Rubaru" (Interface) with all employees. It will be helpful in evolving a value system based on trust, transparency and fairness within the organization.

2.1.9 Subsidiaries of Binani Cement Limited (BCL)

BCL's Subsidiaries and step down subsidiaries are operational in various parts of the globe. Summarized financial performance of all these subsidiaries and step down subsidiaries are given in the Annual Report of the Company as per statement attached under Section 212(3) and (5) of the Companies Act, 1956.

2.2. BINANI ZINC LIMITED (BZL)

2.2.1 Industry Overview

During 2011-12, low zinc prices on LME (Avg:$2101) and a tight concentrate market, affected all stand-alone Smelters.

The Indian economy slowed down to 6.9%, after having grown at 8.4% in each of the two preceding years. Weakening industrial growth contributed significantly to the slowdown.

Demand for zinc grew at 7.8% during 2011-12. As per 12th Five Year Plan projections (by the Ministerial Working group) zinc demand is expected to reach 9,00,000 MT per annum i.e.(AGR of approximately 9%. Duty of 5% continues in import of zinc metal, while the basic import duty on concentrate remains @ 2.5%.

Investment opportunities are expected to continue in Power, Telecom and Infrastructure. All end use segments of zinc are expected to register high growth rates during 2012-13.

2.2.2 Review of Operations

(Rs in Lakhs)

Particulars 2011-12 2010-11

Net Sales & other Income 40,709 41,519

EBIDTA 714 761

Cash Profit/(Loss) (805) (296)

Profit/ (Loss) before Tax (1,709) (1,156)

Profit/ (Loss) after Tax (1,456) (857)

2.2.3 Future Plans

In line with the industry projection of market deficit by 2015-16, the Company plans to go ahead with its capacity augmentation plan to 100 KTY. Simultaneously precious metal recovery program is being implemented during the year which will contribute substantially to the bottom line. Also Various options are being evaluated for acquisition of mining assets to improve the profitability of the existing operating and to support the development Plans of the Company.

The Company will continue to focus on value added products like alloys to increase its realization. During the year 2011-12, the sale of alloys grew over 250% as compared to the previous year.

The Company has also formed an "Application Team" in the R & D department which will interact closely with present and potential customers to develop new and value added products.

2.2.4 Strengths/Opportunities/Threats/Risks/Concerns

Raw material availability at long-term benchmark terms, power at affordable costs and access to key market segments are the key drivers of growth. Company has drawn up plans that address all these concerns.

In the near to medium-term, significant factors will be full-load operations, mitigating the risks of price fluctuations, ensuring 100% raw material feed and increasing market penetration of alloys.

Zinc market is bullish on LME prices and we expect prices to pick up significantly.

The Company enjoys a high level of brand equity for its products. With the focus on value adds Company's margins have been strengthened, while offering value to quality-conscious customers.

To ensure that desired blend of concentrates is available, Company has been pursuing a policy of tying up 60 - 70% of its feed through long-term tie-up with principal traders. Balance is sought to be covered through spot purchases.

2.2.5 Internal Controls relating to accounting system

The Company has adequate internal control systems. External agency has been appointed for periodic internal audit to the Management Systems.

2.2.6 Human Resource Development / Industrial Relations

Employee hiring especially, recruitment of management trainees have been done during the year. The recruitment process focused on identifying talents from tier II institutes. Pertinent to say the mixture of young minds with experience will bring BZL a facelift. Focused and well driven employee engagement initiatives have smoothened the employee relations during the period. A win-win situation in the industrial relations space in the Company is being maintained which brings healthy and productive work environment.

Safety and Environment initiatives were taken in the form of awareness programmes, competitions; training programmes etc SHE initiatives topped the agenda of the Company and its people. Our efforts in this area were recognized and Binani Zinc bagged 1 National level and 3 state level safety awards from Government of Kerala and National Safety Council during this year.

Retaining critical talent and acquiring new talent for meeting business requirements was one of the biggest challenges last year.

Focused training programmes on topics/ areas assessed were undertaken principally for knowledge and skill up gradation of operatives, Management Development, Change Management programme for specific target groups and "Seven habits of highly effective people" for selected managers. Internal trainers also played an effective role. Management Workshops on Personal & Professional Effectiveness' and Hazard and Operability Studies rendered better results this year. Average time spent on learning & development this year rose to 4.3 man days per employee.

2.2.7 Corporate Social Responsibility

As part of its commitment to the society, the Company has extended support for improving health and hygiene of the local people living in and around the Company. Mainly through the launch-pad of Ghanshyam Binani Occupational Health Centre and Ghanshyam Binani Community Hall. This year also, Ghanshyam Binani Occupational Health Centre (GBHC) catered to the health care / medical advice needs of employees, their families, community around, besides rendering annual health check up service to employees of several industries around.

Further the Company is also providing need based support around the plant location focusing on education, medical and welfare. Corporate Social Responsibility at Binani Zinc has evolved in to a new shape were the participation of community living around are fully ensured.

GBHC. in partnership with Indian Medical Association and National Safety Council, conducted State Level First Aiders training programme this year; thus completing a total of 11 batches and training a total of 392 industrial employees across industries in Kerala.

GBHC serves the community, employees and their family members through Health Talks, Multi-Specialty Medical Camps and Medical Specialists' Camps. GBHC continued to be recognized as "Centre of Public Health Importance" this year also. Medical and nursing students regularly visit here and through their extension service wings, serve the community and school students.

Empowerment programmes for the children, women and the aged are regularly conducted, and annual Camps are organized focusing on the personality development of school children. Assemblages in the Pakalveedu on all Tuesdays have become an active part of the 43-odd old- aged of the community, where the meaningful presence of the Chief Medical Officer and by Company officers is cherished by the inmates.

Rotary Binani CSR award was instituted by the Company with a view of encouraging and inspiring other corporate to take up CSR activities.

This year also, Company's partnership interventions continued for the Binanipuram Government High School students, where the SSLC students bagged 100% results; thus repeating history in the sixth year in succession. The Company's association with Government Hospital, Binanipuram continued this year also.

2.2.8 Awards/ Recognition

The Company has won the National, Regional and State Level awards and accolades:

2.3. GOA GLASS FIBRE LIMITED (GGFL)

2.3.1 Industry Overview

During 2011-12, the Industry faced pricing pressure due to cheaper imports from China. India today is the fourth largest economy in the world and the second fastest growing market in Asia. The fiberglass demand in Indian Composites industry has increased at a rate more than twice that of the GDP growth rate, reflecting the upbeat economy and strong fundamental drives for growth. Within the composite sector again, glass fibre is the dominant reinforcement materials with 85-90% share compared to carbon, aramide and other fibres.

Major usage of fiberglass materials in Indian Composites Industry occurs in Pipe & Tank, Transportation, Wind Energy and Construction segments.

2.3.1 Financial Performance

(Rs in Lakhs)

Particulars 2011-12 2010-11

Gross Sales & Related Income 10,758 10,482

EBIDTA 1,266 1,273

Interest and Finance 1,209 942 Charges

Cash Profit / ( Loss) 57 331

Depreciation 1,383 1,238

Extra ordinary/ Prior period item 30 182

Net Profit / (Loss) before Tax (1,356) (1,089) Net Profit / (Loss) after Tax (1,361) (1,089)

2.3.2. Performance Review:

Operations:

During the year under review, the Company has produced 14,926 MT. Introduced a new product called "Wet used Chopped Strands" for Tissue manufacturing.

Sales:

During the year, Company sold 13,386 MT with a revenue of Rs. 10,758 Lakhs as compared to sales of 14,429 MT and revenue of Rs. 10,482 Lakhs in the previous year. The Finished Goods inventory at end of the year 31st March'12 is 2,386 MT.

2.3.3 Future Prospects

The Company focuses on optimizing the product mix with manufacture of value-added products thereby attaining flexibility in product mix. This will also maximize capacity utilization and maintain low operational cost. Also focus on improving efficiencies based on automation of certain processes.

In order to reduce Energy cost, the Company is targeting to avail benefit of Natural Gas & improving reliability of power supply systems.

Adding to above, the Company is targeting to establish direct relations with OEM customers and expand the existing Distribution Network for better coverage & economy.

2.3.4 Swot Analysis

- Strengths

The Company has capability to incorporate different product mix and developing know-how on latest technologies. The Flagship product Chopped Strand Mat (CSM) of the Company continues to be well accepted in the Global Market.

- Weakness

The Company's main weakness is the scale of operation which is small and has a limited product range with a relatively high dependency on CSM.

- Opportunities

There are many opportunities like availability of natural gas for energy conservation, capability for brown field expansion at current location to reduce the cost of production. Tie up with OEM's providing another opportunity to the Company to increase reach and end-use of product.

- Threats

The Major threat is appearing to be low scale of operation and high cost of production due to high fuel prices. Plants coming up in Middle East & India with large volumes.

2.3.5 Human Resources/ Industrial Relations

Industrial relations continued to be harmonious with the active participation of the Union in all the programmes. Long term settlements are in progress by healthy & amicable discussions. Various training programmes were identified in technical and behavioral trades as an employee development initiative.

As a part of corporate social responsibility, educational program with respect to safety, health and environment was organized in nearby village Colvale where we also conducted free medical camps.

2.4. BT COMPOSITES LIMITED (BTCL)

2.4.1 Financial Performance

(Rs in Lakhs)

Particulars 2011-12 2010-11

Net Sales and Other Income 598.74 584.30

Profit / (Loss) before (64.72) 19.52

Depreciation & Amortization and Interest

Interest and Financial 2.40 0.77

charges

Depreciation & Amortization 66.80 71.80 of Miscellaneous Expenses

Net Profit / (Loss) before (133.92) (53.05)

Extraordinary Items and Tax

Extraordinary Items 20.90 224.25

Provision for Taxation 0 0

Net Profit / (Loss)

for the year (154.82) (277.30) Loss brought forward (1,324.34) (1,047.04)

Loss carried to Balance Sheet (1,479.16) (1,324.34)

2.4.2 Review of Operations

During the year under review the products manufactured by the Company were very well received in the markets. The net Sales and other Income was at Rs. 598.74 Lakhs compared to Rs.586.75 Lakhs in the previous year. During the year sales of SMC Molded Products was 317 MT as compared to 317 MT in the last year.

During the year, prices of Raw materials (mainly resins), wages have gone up steeply, but they said cost increase could not be passed on fully to our customers due to severe competition. As a result, EBIDTA for the year was at Rs. (64.72) Lakhs as compared to Rs. 19.52 Lakhs last year.

The Company has carried out various process improvements to upgrade the quality of the products. Efforts have been put in upgrading the raw material selection and testing procedures to ensure consistency and reliability of supplies. Introduction of woven roving in water tanks further optimizes the product and effective saving of Rs 0.20 per litre is achieved.

The product optimization shall help us more competitive in export market.

2.4.3 Future Prospects

The Company has been able to focus on Private Construction companies and South Central Railways.

The Company has been able to achieve good result of RCC/Steel tank conversion to SMC (GRP) panel tanks in SC Railways and North Eastern Railways. Presently Company is focusing on expanding sales operations in Gulf countries where awareness of SMC (GRP) is already been established.

We are specifying our products with engineering consultants so that we can tap engineering segment, where our presence is not significant.

One of the products under development is pallet for material handling applications. Initial feedback is encouraging. We have successfully introduced SMC to cooling tower application. We are eying automotive segment/bus body builders to convert present hand-lay- up applications into SMC. We have also got reasonable success in selling chequered plates and hope to do well in this segment.

2.5. WADA INDUSTRIAL ESTATE LIMITED (WIEL)

2.5.1 Financial Performance (Rs in Lakhs)

Particulars 2011-12 2010-11

Other Income 0.40 0.33

Loss before tax (21.05) (24.14)

Loss brought forward from (446.06) (421.92)

last year

Balance Carried to Balance (467.11) (446.06) Sheet

The Company is evaluating options for the effective use of the land for developing it for commercial activities.

During the year under review the Company earned Income of Rs.0.40 Lakhsas compared to Income of Rs.

0.33 Lakhs earned in the previous year. During the year the Company has incurred loss of Rs. 21.05 Lakhs as compared to Loss of Rs. 24.14 Lakhs in the previous year.

2.6 BIL INFRATECH LIMITED [Wholly Owned Subsidiary of BIL]

2.6.1 Financial Performance (Rs in Lakhs)

Particulars For the Period from Financial 29-07-2010 Year 2011-12 to 31.03.2011

Turnover 6,549.29 551.73

Profit/(Loss) before, 136.68 1.70

Depreciation, Interest, extraordinary items and Taxation.

Provision for 45.67 2.87 Depreciation

Profit/(Loss) before 91.01 (1.17) interest, extraor dinary items and Taxation.

Interest and Financial 42.28 1.98 Charges

Profit/(Loss) before 48.73 (3.15) Exceptional items and Taxation

Provision for Taxation 14.09 Nil including Deferred Tax

Profit/(Loss) after Tax 34.64 (3.15) but before extraordinary items

Extraordinary items Nil Nil

Profit/(Loss) for the year 34.64 (3.15)

2.6.2 Review of Operations

The Company was incorporated during the last quarter of 2010-11 with the objective of becoming one of the leading EPC Company in the Infrastructure sector.

During the year, the Company has secured nearly Rs.200 crores of outside orders besides the order for building In-house Cement and Power plants.

2.6.3 Future Prospects

The Company has already created alliance with a number of internationally reputed technology providers to enhance its growth rapidly.

2.7 BINANI READY MIX CONCRETE LIMITED[ Now Wholly Owned Subsidiary of BCL)

2.7.1 Financial Performance

(Rs in Lakhs)

2011-12 2010-11

Net Sales & Other Income 1,874.62 207.01

Operating costs 2,217.56 224.77

EBIDTA (342.94) (17.76)

Interest & Financial Charges -- --

Cash Profit / (Loss) (342.94) (17.76)

Depreciation 6.03 0.39

Profit / (Loss) before Tax (348.97) (18.15)

Profit / (Loss) after Tax (348.97) (18.15)

2.7.2. Performance Review

During the year under review, the Company has taken one plant on lease at Thane. Thus, the Company was servicing its customers with two plants. The sales volume for the year was 43859 Cum.

2.7.3. Industry Overview

During the year under review, the demand of Ready Mix Concrete (RMC) has been moderate mainly driven by real estate projects lead by housing. Due to slow down in launching Government projects and also delay in approval of various projects the demand growth has been slowed down. However, the industry demand growth in the long run remains strong.

2.7.4. Future Plans

The long term plan of the Company to become a pan India player remains unaltered.

The Company plans to set up 6 to 8 plants during the year 2012-13 in Western and Northern part of the country.

2.8. R.B.G.MINERALS INDUSTRIES LIMITED - [Wholly Owned Subsidiary of Binani Zinc Ltd.]

2.8.1 Review of Operations

The Company intends to develop 3 mines which are located near each other in State of Rajasthan/Gujarat. In respect of Deri and Basantgarh Mines the mining operations will commence on transfer of Ambaji Mine. As regards Ambaji Mine the mining lease has been renewed in favour of GMDC. GMDC Board and Government of Gujarat has approved the project as a Joint Venture and Mine will be transferred after approval of valuation of assets by GMDC Board which is expected by May 2012. Further the land required for all the Mines has been acquired.

3. DIVIDEND

In view of the overall performance, prospects and income earned during the year, your Directors recommend a dividend 030% (Rs.3/- per Equity Share of Rs.10/- each), the outgo on dividend will be Rs.888 Lakhs.

4. DIRECTORS

In accordance with Article 100 of the Articles of Association of the Company, Mr. Braj Binani, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend re-appointment of Mr. Braj Binani as Director on the Board of the Company.

During the year, the Board of Directors appointed Mr. V.Subramanian and Mr. Sudhakar Rao as Additional Directors on the Board. They hold office upto the date of the ensuing Annual General Meeting. The Company has received notices from a shareholder along with a deposit of Rs.500/- each proposing the appointment of Mr. V.Subramanian and Mr. Sudhakar Rao as regular Directors at the ensuing 49th Annual General Meeting. Your Directors recommend appointment of Mr V.Subramanian and Mr. Sudhakar Rao as regular Directors on the Board of the Company.

During the year under review, Mr. S. Padmakumar, Dr. V.C.Shah and Mr. A.C. Chakrabortti retired as Directors of the Company with effect from 20th November, 2011. The Directors wish to record their appreciation for the significant and valuable contribution made by the Directors during their tenure as Directors on the Board of the Company.

Further Ms. Shradha Binani has been appointed as an Alternate Director to Ms. Nidhi Singhania.

5. AUDITORS' OBSERVATIONS

The management response to the Auditors observations in the Standalone and Consolidated Accounts of the Company in respect of appointment of Company Secretary is stated by way of Note No. 38 in notes to accounts which is self explanatory.

6. EXIT OPPORTUNITY TO THE SHAREHOLDERS OF BINANI CEMENT LIMITED (BCL) EXIT OFFER OF SHARES

Binani Cement Limited (BCL) had last year applied for delisting of the shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Both the Stock Exchanges have granted approval and BCL's shares have been delisted with effect from 30th May, 2011 .

The Company has consequently sent an exit offer to the remaining public shareholders to tender their shares in the exit offer. The exit offer has been open from 30th May, 2011 and shall close on 29th May, 2012. The exit offer payments are being made on fortnight settlement cycle and till 31st March, 2012 the promoters shareholding has increased to 97.49%. The offer shall close on 29th May, 2012 and thereafter there shall be no exit option for the shareholders.

7. AUDITORS

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, hold office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Statutory Auditors of the Company.

8. SUBSIDIARY COMPANIES

The Audited Accounts of the aforesaid Companies along with the report of the Board of Directors and the Auditors Report thereon which are required to be attached with the Annual Report of the Company have not been attached as the Board of Directors have given consent not to attach the Annual Accounts of the Company's Subsidiaries and step down subsidiaries with the Annual Accounts of the Company in accordance with the Ministry of Corporate Affairs, Government of India Circular No. 2/2011 dated 8th February, 2011 under Section 212 of the Companies Act, 1956.

The Statement pursuant to Section 212 of the Companies Act 1956, relating to Company's subsidiaries and step down subsidiaries are annexed to this report.

9. PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT,1956

The Statement of particulars under Section 217(1) (e) relating to Conservation of Energy and Technology Absorption and activities relating to Exports etc. are not applicable to the Company. Details of foreign exchange earnings and outgo are annexed to this report. The Statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975 (as amended) is annexed herewith and form part of this report.

10. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the Financial Year. Your Company lays strong emphasis on transparency and independent supervision to increase various Stakeholders' value.

The Report on Corporate Governance for the Financial Year 2012-2013 is given as a separate Section titled "Corporate Governance Report". As required under the said clause, a certificate from the Practicing Company Secretary, M/s. Uma Lodha & Co. has been obtained. The Certificate is appended herewith and form part of this report.

11. MANAGEMENT DISCUSSIONS & ANALYSIS

The Management Discussion and Analysis form part of this report.

12. FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed deposits from the public within the meaning of Sections 58A, 58AA and other applicable provisions of the Companies Act, 1956.

13. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956 the Directors state that:-

a) in the preparation of the annual accounts , all applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;

b) accounting policies as listed in Note 2 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the Profit of the Company for the Accounting Year ended on that day;

c) proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company and its all subsidiaries have effective internal control systems which are evaluated periodically by the Internal Auditors and the systems are adequate commensuration with the operations of each of the Companies.

15. ACKNOWLEDGEMENT

Your Directors are pleased to acknowledge the assistance and co-operation received from the concerned departments of the State and Central Government, Financial Institutions, Banks, Customers, Selling Agents, Dealers, Distributors, Employees at all levels and the Shareholders.

For and on behalf of the Board

Mumbai BRAJ BINANI

21st April, 2012 CHAIRMAN

Mar 31, 2011

The Directors present the Forty Eighth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended 31st March, 2011

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars Year ended Year ended 31.3.2011 31.03.2010

Sales/Profit on sale of fixed 8,591 5,104 assets, investments/ other Income

Profit before, Depreciation, 4,570 2,216 Interest, extraordinary Items and Taxation.

Provision for Depreciation 40 27

Profit before Interest, 4,530 2,189 extraordinary Items and Taxation

Interest and Financial 3,384 524 Charges

Profit before Exceptional 1,146 1,665 items and Taxation

Provision for Taxation - - including Deferred Tax and Fringe Benefit Tax

Profit After Tax but before 1,146 1,665 extraordinary items

Extra Ordinary Items - -

Profit for the year 1,146 1,665

APPROPRIATIONS / ADJUSTMENTS

Transfer to General Reserve (115) (167)

Proposed Dividend (888) (888)

Tax on Dividend NIL NIL

(Loss) brought forward from (3,198) (3,975) last year

Adjusted with credit balance 115 167 of General Reserve (Loss) carried to balance (2,940) (3,198) sheet

Previous years figures have been regrouped/reclassified wherever necessary.

3. Dividend

In view of the overall performance, prospects and income earned during the year, your Directors recommend a dividend @30%(Rs.3/- per Equity Share of Rs.10/- each), the outgo on dividend will be Rs.888 Lacs.

4. Directors

In accordance with Article 100 of the Articles of Association of the Company, Mr. N.C.Singhal and Ms. Nidhi Singhania, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend re-appointment of Mr. N.C.Singhal and Ms. Nidhi Singhania as Directors on the Board of the Company.

During the year, the Board of Directors appointed Mr. Jitender Balakrishnan as an Additional Director on the Board. Mr. Jitender Balakrishnan holds office upto the date of the ensuing Annual General Meeting. Company has received a notice from a Shareholder along with a deposit of Rs.500 proposing the appointment of Mr. Jitender Balakrishnan as regular Director at the ensuing 48th Annual General Meeting of the Company. Your Directors recommend appointment of Mr. Jitender Balakrishnan as regular Director on the Board of the Company.

5. Auditors Observations

The management response to the Auditors observations in the consolidated Balance Sheet in respect of Binani Zinc Limited is given below.

5.1 Binani Zinc Limited (BZL)

Regarding the pre-82 tariff concession, as clarifed in Note No. 10 of Schedule 16 (Notes to Accounts), the management is of the view that the Company is entitled to the concession which is sub-judice and hence no provision has been considered necessary.

6. Exit opportunity to the shareholders of Binani Cement Limited

During the year, the Company had given exit opportunity to the public shareholders of Binani Cement Limited (BCL) for the acquisition of equity shares under the SEBI (Delisting of Equity Shares) Regulations, 2009, (Delisting Regulations). The delisting offer was successful and the Company received 268 valid bids from BCL Shareholders for 4,73,58,222 shares. The Company has acquired shares of BCL at the price of Rs, 90/- which was determined through the reserve book building process and paid the entire consideration to the shareholders of BCL who had bid in the reverse book building process in terms of the delisting regulations. Consequent upon the success of the offer, the shareholding of the Company in BCL has increased to 95.01% of the total paid up and issued sharecapital of BCL.

7. Auditors

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, hold office upto the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confrmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Statutory Auditors of the Company.

8. Subsidiary Companies

The Statement pursuant to Section 212 of the Companies Act 1956, relating to Companys subsidiaries and step down subsidiaries are annexed to this report.

The Audited Accounts of the aforesaid Companies along with the report of the Board of Directors and the Auditors Report thereon which are required to be attached with the Annual Report of the Company have not been attached as the Board of Directors have given consent not to attach the Annual Accounts of the Companys Subsidiaries and step down subsidiaries with the Annual Accounts of the Company in accordance with the Ministry of Corporate Affairs, Government of India circular No. 2/2011 dated 8th February, 2011 under Section 212 of the Companies Act, 1956.

9. Particulars under Section 217 of the Companies Act,1956

The Statement of particulars under Section 217(1) (e) relating to Conservation of Energy and Technology Absorption and activities relating to Exports etc. are not applicable to the Company. Details of foreign exchange earnings and outgo are annexed to this report. The Statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975 (as amended) is annexed herewith and form part of this report.

10. Corporate Governance

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency and independent supervision to increase various Stakeholders value.

The Report on Corporate Governance for the financial year 2010-2011 is given as a separate Section titled "Corporate Governance Report". As required under the said clause, a certifcate from the Practicing Company Secretary, M/s. Uma Lodha & Associates has been obtained. The Certifcate is appended herewith and form part of this report.

11. Management Discussions & Analysis

The Management Discussion and Analysis form part of this report.

12. Fixed Deposit

During the year, your Company has neither invited nor accepted/renewed deposits from the public within the meaning of Sections 58A, 58AA and other applicable provisions of the Companies Act, 1956.

13. Directors Responsibility Statement

In accordance with Section 217 (2AA) of the Companies Act, 1956 the Directors state that:- a) in the preparation of the annual accounts , all applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;

b) accounting policies as listed in Schedule 12 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit of the Company for the Accounting Year ended on that day;

c) proper and suffcient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

14. Internal Control System and their Adequacy

The Company and its all subsidiaries have adequate internal control systems which are evaluated periodically by the Internal Auditors and the systems are adequate commensurating with the operations of each of the Companies.

15. Acknowledgement

Your Directors acknowledge the assistance and co- operation received from the concerned departments of the State and Central Government, Financial Institutions, Banks, Customers, Selling Agents, Dealers, Distributors, Employees at all levels and the Shareholders.

For and on behalf of the Board

Mumbai Braj Binani 22nd April, 2011 Chairman

Mar 31, 2010

The Directors present the Forty Seventh Annual Report of the Company together with the Audited Statement of the Accounts for the year ended 31st March, 2010.

1. Financial Performance

(Rs in Lakhs)

Particulars Year Year ended ended 31.03.2010 31.03.2009

Sales/Profit on sale of fixed 5,104 5,118

assets, investments/other Income

Profit before, Depreciation, Interest, extraordinary Items and 2,216 2,859 Taxation.

Provision for Depreciation 27 33

Profit before Interest, extraordinary 2,189 2,826

Items and Taxation

Interest and Financial Charges 524 702

Profit before Exceptional items 1,665 2,124 and Taxation

Provision for Taxation including Deferred Tax and Fringe Benefit - 13

Tax

Profit after Tax but before 1,665 2,111 extraordinary items Extra ordinary Items - 1,266

Profit for the year 1,665 3,377

APPROPRIATIONS/ADJUSTMENTS

Transfer to General Reserve (167) (350)

Proposed Dividend (888) (888)

Tax on Dividend NIL Nil

(Loss) brought forward from last (3,975) (6,464) year

Adjusted with credit balance of 167 350

General Reserve (Loss) carried to balance sheet (3,198) (3,975)

Previous yearsÃ figures have been regrouped/reclassified wherever necessary.

1.1 Review of Operations

The Company being a holding company has no manufacturing activities. Its main source of income is Dividend from its Subsidiaries and income earned by providing Management and support services to all its Subsidiaries in the areas of Accounts, Finance, Treasury, Audit, Forex/Commodity, Risk Management, Purchase, Taxation, Corporate Strategy, Media Services, Project Management, etc. During the year under review, Company received from its Subsidiary, Binani Cement Limited, dividend income of Rs. 2,768 Lakhs and Management Services fee from all its subsidiaries aggregating to Rs. 2,300 Lakhs. During the year, the Company earned a Net Profit of Rs. 1,665 Lakhs, compared to Rs. 3,377 Lakhs in the previous year. Out of the profit of Rs. 1,665 Lakhs, Rs. 167 Lakhs has been transferred to General Reserve.

1.2 Future Prospects

The CompanyÃs flagship Subsidiary, Binani Cement Limited (BCL) has done exceptionally well and is expected to maintain the exceptional performance in the coming years as well. Binani Zinc Limited (BZL) has also done reasonably well and has earned a Net profit of Rs.169 lakh. As the LME prices has increased gradually during the year and has now become stable, it is expected that BZLÃs performance in the coming years will be reasonable. Goa Glass Fibre Limited (GGFL) has not done well and has incurred losses during the year. This was mainly due to dumping of Glass Fibre Products by China in the Country. Besides, submitting representation to the Government of India to levy Anti Dumping Duty on the Glass Fibre products, Company has taken remedial measures to improve both the production and sales of glass fibre products and also measures to reduce costs. With the above measures, it is expected to pull out itself from the present situation, in the coming years.

2. SUBSIDIARIES

We present below a brief report on the operations of CompanyÃs major subsidiaries:

2.1. BINANI CEMENT LIMITED (BCL)

2.1.1 Industry Overview

The Cement Sector is expected to grow by 9-10% in the Financial Year 2010-11 compared to IndiaÃs expected GDP of 8.5%. The housing and construction sector generates 50% of the overall demand of cement in the country and the demand is expected to continue in the coming years as well. But the expected capacity additions, increased cost of raw material, fuel and logistics, proposed service tax on housing sector and gradual withdrawal of stimulus package granted to the Cement Industry will have pressure on margins in the coming years.

2.1.2 Financial Performance

The financial performance for the year ended 31st March, 2010 is summarized below:

Rs. in Lakhs

Particulars 2009-10 2008-09 % Change

Sales & Other Income 1,87,216 1,50,270 25

EBIDTA 59,178 30,639 93

Cash Profit 51,327 23,487 119

Profit before Tax 40,800 15,456 164

Profit after Tax 28,192 10,867 159

2.1.3 Review of Operations

During the year under review, the company surpassed all previous bests in all areas and continue to maintain its growth path. Company produced 52.80 lac MT of cement compared to 42.92 Lac MT in the previous year, an increase of 23%. Sales was 52.95 lac MT compared to 42.43 MT in the previous year, an increase of 25%, Captive power generation was 2,449.07 lac KWh (net) compared to 1,876.39 lac KWh in 2008-09. Profit before Tax was the highest ever at Rs.40,800 Lakhs, an impressive growth of 164% compared to Rs.15,456 Lakhs during 2008-09. The higher profit could be achieved mainly due to increase sales volumes, low coal price and higher net realization.

2.1.4 Future Outlook

Growth in domestic cement demand is expected to remain strong, given the revival in the housing sector, continued Government spending on the rural infrastructure, and gradual increase in the number of infrastructure projects being executed by the private sector. The trend in demand growth seen during the last five years is expected to continue over the medium term. Further, with Government targeting 8-10% GDP growth rate, cement demand should grow at 9-10% over the next few years.

The key drivers of Cement Industry in India are:

- Buoyant real estate market in non metro cities;

- Increase in infrastructure spending in power, road, port and urban infrastructure;

- Increase in rural demand driven by National Rural Employment Guarantee Act (NREGA);

- Low-cost housing in urban and rural areas under schemes like Jawaharlal Nehru National Urban Renewal Mission (JNNURM) and Indira Aawas Yojana;

- Favourable interest rates and tax benefits on housing.

- Domestic Industrial growth and major expansion plans announced across different segments;

2.1.5 Project Overview Expansion Projects/Railway Sidings

Binanigram Unit : During the year, the 4th Cement Mill of 110 TPH capacity was commissioned in December 2009. Packing plant expansion by installation of fifth packer and four additional truck loaders completed in JanuaryÃ10. 22.3 MW Captive Power Plant (Unit II) commissioned in the month of June 2009.

Further, to achieve enhanced capacity upto 8,000 TPD from Kiln II and to enable the use of Pet coke, following modifications in the plant are under progress:

- Upgradation of existing Pre-heater fans;

- Modification of Raw Mill-II separator;

- Building construction for installation of pre-crushing system for reduction of feed size.

Up-gradation of wagon loading system is being undertaken by introducing third loading point with four additional wagon loaders. This will reduce rake loading time increase dispatches through railway resulting in savings in costs. Proposed expansion of railway yard by adding fifth line for clinker/coal/gypsum handling.

Neem Ka Thana unit:

Wagon unloading for clinker with wagon tippler started in the month of September 2009. Balance work of railway siding is under progress, expected to be completed by AprilÃ 2010. Work of 132 KVA power line is in progress and is expected to be completed by JuneÃ10.

Overseas Projects

Shandong Binani RongÃAn Cement Co. Ltd, China (SBRCC)

SBRCCL, China plant capacity is being expanded from the present 0.5 MTPA to 3.0 MTPA. Land has been acquired and necessary Government permission from the Republic of China have been received. Orders for the plant and machinery have been placed on the local Chinese Company on a turnkey basis. Contract for civil construction has also been awarded. The Project is expected to be commissioned in the first half of 2011.

Binani Cement Factory LLC, Dubai ( BCFLLC)

The project for expanding the capacity for Cement Grinding from 1.2 MTPA to 2.00 MTPA has been completed during the year. But the construction industry in Dubai suffered a serious setback in the 2nd half of 2009 resulting in a slump in the demand of cement and the price of Cement also fell sharply. The construction industry in Dubai is not expected to improve in the near future. But there is substantial demand of Cement in the neighbouring Middle East Countries and in Africa. To capitalize on the demand of Cement in Africa and other neighbouring Countries, the Company plans to set up marketing offices through its subsidiaries. Further, the Company is setting up a 1.00 MTPA cement grinding unit at Mauritius.

2.1.6 Future Plans

Cement Project at Sutrapada, Dist, Junagad in Gujarat The Company proposes to set up a Greenfield Cement plant of 2.5 million tonnes per annum capacity.

Orders for the long delivery major equipment and the engineering for the project have been initiated. No further progress could be made as CompanyÃs application for the lease of mines and government land for the plant are held up pending revision of the mineral policy by Government of Gujarat. Although, the Government of Gujarat has announced the new mineral policy, the notification of ML blocks for Saurashtra is yet to be finalized.

Lignite Project at Nimbri-Chandawatan Dist. Nagaur, Rajasthan

The Government of India allocated lignite Block in Dist-Nagaur, Rajasthan on 7th February, 2007 for use of lignite as raw material captively for power generation. 64 Ha private Land has been acquired by the Company for the project. Most of the Government clearances for the setting up of the project have been obtained. Site location for 120 MW Power Plant has been finalized. The project is expected to be completed by March, 2011.

2.1.7 Internal Control System

The management maintains adequate internal controls commensurate with the nature and size of operations of the company, which is designed to provide reasonable assurance that assets are safe-guarded, transactions are correctly executed and recorded in accordance with managementsÃ authorization, applicable accounting standards and selected accounting policies which are being applied consistently. The companyÃs ÃSAPÃ software at its works and in marketing functions is working satisfactorily. To further strengthen the internal controls and integration, the company is in the process of implementing plant maintenance and Human Capital Management (HCM) and payroll system. Also to document the procedures, the company is in the process of preparation of SOP document.

The companyÃs internal control system provides high level of system based checks and controls. Regular internal audits and checks ensure that responsibilities are executed efficiently. The Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control system and suggest improvement for strengthening them, from time to time.

2.1.8 Opportunities/Risks/Threats/Concerns

Opportunities

Despite second largest producer of Cement in the world after China, IndiaÃs per capita consumption of Cement is very low to about 130 Kg per year, much lower than the global average of about 355 Kg, leaving large room for growth .The Company with its brand image, large dealer network and being a major player in Rajasthan and Gujarat will continue its participation in this growth. Industry will receive a further boost by increased Government and Private Sector spending on infrastructure.

Threats, Risks and Concerns

Large capacity additions, increasing cost of inputs, gradual withdrawal of stimulus granted to Industry, inflation and upward trend in interest rates may have pressure on margins in the medium term affecting the bottomline of the Company in the coming years.

2.1.9 Recognition & Rewards

During the year 2009-10, the company received following awards/recognitions: NCCBM instituted National Award for Energy Efficiency in Indian Cement Industries in recognition of the Best Electrical Energy & the Best Thermal Energy Performance for the year 2007-08 and National Quality Excellence Award 2008-09 in Indian Cement Industries in recognition towards its excellence in the field of Quality Management.

ITC CII Sustainability Award 2009 for significant contribution in the field of environment, society and economics.

Greentech Environment Excellence Gold Award 2009 in recognition of its exemplary initiatives in Environment Management.

CII Godrej Green Business Centre, Hyderabad instituted National Award for Excellence in Water Management 2009 and Energy Management 2009 for ÃExcellent Water Efficient UnitÃ and ÃEnergy Efficient UnitÃ.

Certificate of Merit for 2007-08 for Productivity Improvements in recognition of companyÃs sustained initiatives towards productivity improvements.

Certificate of Excellence Ã Best Employer Award Competition 2008 in recognition of companyÃs excellence towards maintaining good Employee-Employer Relationship for the year 2008.

All India Business & Community Foundation (AIBCF) instituted Udyog Bharati Award 2009 and Indian Achievers Award for Quality Excellence for entrepreneurship development leading to economic growth that greatly contributes to generate long term opportunities for the communities.

2.1.10 Corporate Social Responsibility

As a responsible corporate, the Company continues to adopt best CSR practices. In the recent past, the Company has joined hands with M/s RBKS, an NGO for initiating an integrated village development programme titled ÃLife Skill Education to CommunityÃ covering 5 of the nearby adivasi villages viz., Amli, Thandiberi, Malap, Sabela and Varli. The joint venture is aimed at achieving the objective of provision of food and shelter, closed toilets, use of smokeless stoves, to motivate the villagers towards plantation with a view to divert them from deforestation, provision of training to Adivasis on stitching of traditional dresses which can be sold to consumers through cooperative societies and cattle & poultry development. The programme will not only improve life style of target villagers but also cater to their financial needs.

Besides, the company continues to provide necessary support to economically backward people of the adjoining villages through various community development, education and health care programmes. These include providing donation/ contributions, small constructions, repairing works, etc. Drinking water is being also supplied to local people in the summer.

The Binani Ladies Club regularly contributes towards community development and charities through distribution of school uniforms, books, clothes to needy tribal people and blankets, mattresses and pillows to Adivasi hostel at Pindwara.

2.1.11 Human Relations/Industrial Relations

Employees of the Company are the key assets and the company continuously strives towards the development of its employees, to upgrade their skills and to boost the motivation levels of its human resources through various mechanisms. This reflects in the fact that on an average 3.70 man days per person have been spent on training during the year under review.

Employees are motivated and team spirit strengthened through various departmental quality circles and other awareness programmes being organized from time to time. The company continues to maintain healthy working environment and cordial industrial relations throughout the year. In order to encourage total employees involvement in the production process, Company has introduced ÃEmployee of the MonthÃ scheme, which inspire employees to be innovative.

The efforts put in by employees at all levels have contributed to the excellent performance of the company. Employee/Industrial Relations have been cordial during the year.

2.1.12 Subsidiaries of Binani Cement Limited

Shandong Binani Rong An Cement Company Ltd. China (SBRCC) Shandong Binani Rong An Company Ltd. is a Company incorporated under the laws of peoples Republic of China. At present, the Company has facilities for manufacture of 0.5 milion TPA Cement at Shandong Province of China which is being expanded by a further 2.5 Million TPA.

Binani Cement Factory LLC, Dubai (BCFLLC)

Binani Cement Factory LLC is a Company incorporated under the laws of United Arab Emirates. The Company has facilities for the manufacture of 2 MTPA of Cement grinding capacity.

Krishna Holdings Pte Ltd., Singapore (KHL)

KHL is an investment Company incorporated in Singapore. The Company holds 50% investment in KHL. The balance 50% is held by MHL.

Mukundan Holdings Limited, BVI (MHL)

MHL is an investment Company incorporated in British Virgin Islands. MHL is a wholly-owned subsidiary of the Company. MHL holds 49% shares in Binani Cement Factory LLC, Dubai.

Murari Holdings Limited, BVI (MUHL)

Mu HL is an investment Company incorporated in British Virgin Islands for holding 51% of the beneficial interest in the paid up share capital of BCFLLC. Mu HL is a wholly-owned subsidiary of the Company.

Bhumi Resources (Singapore) Pte. Ltd., Singapore (BRSL)

BRSL is a Company incorporated in Singapore for acquisition of Coal Mines in Indonesia, Coal being a critical raw material for energy for the Company. BRSL is a wholly owned subsidiary of the Company.

6. Auditors

The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered Accountants, hold office upto the conclusion of the forthcoming Annual General Meeting and have offered themselves for re- appointment. They have confirmed that, if reappointed, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Statutory Auditors of the Company.

7. Subsidiary Companies

The Statement pursuant to Section 212 of the Companies Act 1956 relating to CompanyÃs subsidiaries and stepdown subsidiaries viz.Binani Cement Limited, Goa Glass Fibre Limited, Binani Zinc Limited, BT Composites Limited, Ess Vee Alloys Pvt. Limited, Wada Industrial Estate Limited, R.B.G. Minerals Industries Limited, Binani Energy Pvt. Limited, Binani Cement Factory LLC, Dubai, Shandong Binani Rong An Cement Co. Ltd., China, Krishna Holding Pte. Limited Singapore, Mukundan Holdings Limited, Murari Holdings Limited, Bhumi Resources (Singapore) Pte Ltd.,Sankalp Holdings Limited and Abhinav Holdings Ltd. are annexed to this report.

The Audited Accounts of the aforesaid Companies along with the report of the Board of Directors and the Auditors Report thereon which are required to be attached with the Annual Report of the Company have not been attached as the Department of Corporate Affairs, Government of India have granted exemption to the Company from attaching the aforesaid documents of the aforesaid subsidiaries pursuant to Section 212(8) of the Companies Act, 1956. Bhumi Resources(Singapore) Pte Ltd. which was incorporated on 26th October, 2009 and its first Accounting period will end on 31st December, 2010. In the absence of Financial Statement of BRSL as on 31st March, 2010, the financial statement have not been considered for consolidation and therefore not attached.

8. Particulars under Section 217 of the Companies Act,1956

The Statement of particulars under Section 217(1) (e) relating to Conservation of Energy and Technology Absorption and activities relating to Exports etc. are not applicable to the Company. Details of foreign exchange earnings and outgo are annexed to this report. The Statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975 (as amended) is annexed herewith and form part of this report.

9. Corporate Governance

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on Transparency and Independent supervision to increase various stakeholdersÃ value.

The Report on Corporate Governance for the financial year 2009-2010 is given as a separate Section titled ÃCorporate Governance ReportÃ. As required under the said Clause, a Certificate from the Statutory Auditors of the Company has been obtained. The Certificate is appended herewith and form part of this Report.

10. Management Discussions & Analysis

The Management Discussion and Analysis form part of this Report.

11. Fixed Deposit

During the year, your Company has neither invited nor accepted/renewed deposits from the public within the meaning of Sections 58A, 58AA and other applicable provisions of the Companies Act, 1956.

12. DirectorsÃ Responsibility Statement

In accordance with Section 217 (2AA) of the Companies Act, 1956 the Directors state that:- a) in the preparation of the annual accounts, all applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished.

b) accounting policies as listed in Schedule 16 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the Profit of the Company for the Accounting Year ended on that day.

c) proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of this act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities and the annual accounts have been prepared on a going concern basis.

d) the annual accounts have been prepared on a going concern basis.

13. Internal Control System and their Adequacy

The Company and all its subsidiaries have adequate internal control systems which are evaluated periodically by the Internal Auditors and the systems are adequate commensurating with the operations of each of the Companies.

14. Acknowledgement

Your Directors acknowledge the assistance and co-operation received from the concerned departments of the State and Central Government, Financial Institutions, Banks, Customers, Selling Agents, Dealers, Distributors, Employees at all levels and the Shareholders.

For and on behalf of the Board

Place : Mumbai Braj Binani

Date : 23rd April, 2010 Chairman

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