Mar 31, 2018
NOTES TO STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2018
(All amounts in INR lakhs, unless otherwise stated)
The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommend risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures like foreign exchange forward contracts, borrowing strategies and ensuring compliance with market risk limits and policies.
(A) Credit risk
The company is exposed to credit risk, which is the riskthat counter party will default on its contractual obligation resulting in a financial loss to the group. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost, derivative products and deposits with banks and financial institutions, as well as credit exposures to trade/non-trade customers including outstanding receivables.
(i) Credit risk management
Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as: i) Actual or expected significant adverse changes in business, ii) Actual or expected significant changes in the operating results of the counterparty,
iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations, iv) Significant increase in credit risk on other financial instruments of the same counterparty,
v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.
Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss.
The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.
Ageing of Account receivables
Particular |
As at March 31, 2018 |
As at March 31, 2017 |
Not due |
- |
- |
0-180 Days |
113.26 |
2,577.64 |
181-360 Days |
2,435.60 |
823.84 |
1 years to 2 years |
129.75 |
161.32 |
More than 2 years |
152.03 |
10.85 |
Total |
2,830.64 |
3,573.65 |
Financial Assets are considered to be of good quality and there is no significant increase in credit risk. (B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines.
NOTES TO STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2018
(All amounts in INR lakhs, unless otherwise stated)
Particulars |
As at March 31, 2018 |
As at March 31, 2017 |
Short term borrowings/ (CD''s |
||
Binani Cement Limited ( refer note 45 ) |
114,857.24 |
|
Edayar Zinc Limited |
3,346.59 |
3,346.59 |
Shiv Ganga Agency Private Limited |
5769.00 |
- |
Other Payable |
||
Binani Cement Limited ( refer note 45 ) |
0.66 |
|
Deposits |
||
Triton Trading Company Private Limited |
5.40 |
5.40 |
Trade payable |
||
Golden Global Pte Limited (Assignee of Promoter) |
529.27 |
529.27 |
Nirbhay Management Service Private Limited |
22.50 |
50.98 |
Triton Trading Company Private Limited |
270.21 |
1.15 |
Megha Mercantile Pvt. Ltd. |
29.27 |
4.10 |
Remuneration Payable |
||
Mr. Visalkshi Sridhar ( CFO, Manager and Company Secretary ) |
3.41 |
Nil |
Interest payable on (CD''s |
||
Binani Cement Limited ( refer note 45 ) |
10,285.17 |
|
Edayar Zinc Limited |
949.63 |
949.63 |
Outstanding Corporate Guarantees given to Financial institutions and banks in respect of loan to subsidiaries /step down subsidiaries of the company |
||
Goa Glass Fibre Limited |
321.07 |
1,445.00 |
Binani Cement Limited ( refer note 45 ) |
323,974.71 |
|
3B Binani Glass Fibre SARL ( Refer note below ** ) |
178,240.38 |
181,665.57 |
BIL Infratech Limited |
7,453.49 |
9,310.00 |
Edayar Zinc Limited |
24,440.75 |
24,532.00 |
Note:
* Restated as exchange rate of March 31, 2018
** jointly and severally with other subsidiaries/ step-down subsidiaries
39 OBLIGATIONS TOWARDS OPERATING LEASES
The Company has entered into an operating lease agreement for Motor Vehicle w.e.f. May 19, 2017. Lease payments recognised in the Statement of Profit and Loss Rs.7.58 lakhs (As at March 31, 2017 : Rs. 14.13 lakhs ).
The total future minimum lease rentals payable as at the Balance Sheet date is as under:
Particulars |
For the Year Ended March 31, 2018 |
For the Year Ended March 31, 2017 |
Fora period not later than one year |
10.10 |
- |
For a period later than one year and not later than five years |
12.63 |
- |
40 As per the accounting policy of the Company of fair valueing the financial instruments, [refer note 2 (13)(a)], the net increase in restated fair value credited to BRR of Rs. 7,847.49 lakhs (As at March 31, 2017 decrease by Rs. 678.07 lakhs).
41 In accordance with the accounting policies as stated in note 40 above the Company has withdrawn an amount of Rs 5,353.17 lakhs from the BRR and credited the same to the statement of Profit & Loss so as to offset the following expenses debited to the Statement of Profit and Loss during the year ended March 31, 2018. (March 31, 2017 : Rs 5,854.02 lakhs)
Particulars |
For the Year Ended March 31, 2018 |
For the Year Ended March 31, 2017 |
Interest and Financial charges (net of Interest Income) |
4,603.70 |
4,874.30 |
Foreign Exchange Loss |
659.81 |
975.62 |
Interest on Settlement of liabilities |
39.84 |
- |
Loss / ( profit ) on sale of Invesment ( Net ) |
2.17 |
4.10 |
Unutilised Taxes |
47.64 |
- |
Total |
5,353.17 |
5,854.02 |
If such accounting policy had not been adopted, the net profit for the year ended March 31, 2018, would have been lower by and the Business Reorganisation Reserve as on March 31, 2018 would have been higher by the said amount of Rs 5353.17 lakhs (As at March 31, 2017 : 5,854.02 Lakhs) and the Earnings Per Share would have been lower by Rs 17.07 (As at March 31, 2017 :18.66 ).
42 Earnings Per Share:
Particulars |
For the Year Ended March 31, 2018 |
For the Year Ended March 31, 2017 |
Profit /(Loss) after Tax |
(504.69) |
1,067.33 |
Weighted Average number of Shares used in computing Basic Earnings Per Share |
31,368,025 |
31,368,025 |
Basic Earning per Share (in ?) (Refer note 41 above) |
-1.61 |
3.40 |
Diluted Earning per Share (in Rs.) (Refer note 41 above) |
-1.61 |
3.40 |
43 One of a creditor had filed a winding up petition on November 19, 2016 against the Company with the Horible High Court of Calcutta and has been admitted by the Court on September 20, 2017. The Company has already arrived at a settlement agreement with the Creditor and is seeking recall of the order. The Company has entered into a settlement with such creditor by agreeing to pay its entire dues along with interest as mutually agreed.
44 The Company was providing Logistics Services to one of its subsidiary i.e. BCL (subsidiary till July 24, 2017). The said subsidiary is now taking logistics services from other vendors. The Company is in process of finding alternate business opportunities.
45 Binani Cement Limited (BCL), a major subsidiary was admitted under the Corporate Insolvency and Resolution Process (CIRP) in accordance with the Insolvency and Bankrupcy 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 (BIL) lost control over BCL with regards to operational and financial decision-making powers and derive economic benefits from its activities. This has resulted in the following:
a. The Company has not received the consolidated management or audited accounts duly signed by the Resolution Professional (new management) for the period April 01, 2017 till July 24, 2017 (date upto which the company had control). The last date for completion of the CIRP is June 23, 2018 or such date as may be extended by adjudicating authority, hence the Company has made application to SEBI requesting time till end of August 2018 to declare consolidated financials results for the year ended March 31, 2018.
b. The Company has investment in equity shares of Binani Cements Ltd (BCL) having a carrying amount of Rs. 3,39,739 lakhs as on March 31, 2018 and March 31, 2017 and in non-cumulative redeemable preference shares of BCL amounting to Rs 1,621 lakhs as at March 31, 2018 and Rs. 1501 lakhs as on March 31, 2017 (Cost: Rs 6,002 lakhs). In July 25,2017, pending the final outcome of the CIRP, the management of the Company has continued to the value of these Investments in BCL at the fair value arrived as on March 31, 2017. Also the Company has loans and advances Rs 700 lakhs, security deposits of Rs. 100 lakhs and trade receivables of Rs 1362.10 lakhs due from BCL and the ultimate recoverable amount of these dues is not known and uncertain.
c. 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 unaware of any matter, investigation or allegation, open or close, involving the Company, management of the Company, promoters or other group companies which requires adjustment/disclosure in the financial results of the Company.
46 The management is working towards finding a workable solution to resolve the financial position by discussion with the lenders and others and to continue its business as going concern. Accordingly, the management considers it appropriate to prepare these financial statements on a going concern basis.
47 The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers except Legasis Services Pvt. ltd. regarding their status under the said Act as at ''March 31, 2018, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.
Name of Company register under MSME Act,2006 |
Amount outstanding as at March 31, 2018 |
Legasis Services Pvt. Ltd. |
2.45 Lakhs |
48 As per the Debts Recovery Tribunal (DRT) order on the Securitization Application, Edayar Zinc Limited (EZL), a subsidiary company, were to pay Punjab National Bank (lender to subsidiary) Rs. 25,000 per day till the order being finalised by the DRT on behalf of the Consortium of Banks. Owing to the paucity of funds of the subsidiary, the company is paying this amount on behalf of the subsidiary. The amounts paid till March 31, 2018 is Rs. 247.50 lakhs (March 31, 2017 : Rs. 156 lakhs). The Consortium of Banks led by Punjab National Bank (PNB) have taken symbolic possession of the assets situated at Binanipuram, Kerala under SARFESI Act, 2002.
49 The Company has stopped providing Corporate support services related to Accounting, Finance, Treasury, Forex/ Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management, branding and trademark, etc. to its subsidiaries / step down subsidiaries as it was not remunerative / being managed by Resolution Professional / stopped operations.
50 No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.
51 Previous year''s figures have been reclassified and regrouped considered necessary.
The accompanying notes 1 to 50 are integral part of these financial statements. As per our report of even date attached
For MSKA & Associates |
For and on behalf of the Board Binani Industries Limited |
||
Chartered Accountants |
|||
ICAI Firm Registration No. 105047W |
|||
Anita Somani |
Visalakshi Sridhar |
Rajesh Kumar Bagri |
Nilesh R. Doshi |
Partner |
CFO, Manager & Company Secretary |
Director |
Director |
Membership No: 124118 |
M.No. ICSI-A13849 |
DIN: 00191709 |
DIN: 00249715 |
AICWA- M2113 |
|||
Place: Mumbai |
Place: Mumbai |
||
Date: May 30, 2018 |
Date: May 30, 2018 |
Mar 31, 2016
CONTINGENCIES / PROVISIONS
A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A Contingent Liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.
1 Equity Shares :
a) Terms /Rights attached to Equity Shares
The Company has only one class of Equity Shares having a par value of '' 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
During the year ended 31st March 2016, the amount of dividend proposed for distribution to Equity Shareholders is Nil per share (Previous year - Rs.3 per share)
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.
2 0.01% Non-Cumulative Redeemable Preference Shares :
1.20.00.000 - 100% (Previous year 1,20,00,000) 0.01% Non-cumulative redeemable Preference Shares of Rs.100/- each fully paid-up held by Triton Trading Co Private Limited.
1.20.00.000 - 0.01% Non-Cumulative Redeemable Preference Shares of Rs.100 each, fully paid up, have been issued and allotted, for cash at Par, to Triton Trading Co Private Limited in the Financial Year 2014-15.
a) Terms /Rights attached to 0.01% Non Cumulative Redeemable Preference Shares
Holder of the Shares shall be entitled to dividend 0 0.01% per annum from April 01, 2015.
Non-participating and carry a preferential right vis-a-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.
Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier.
a Foreign Currency Loan - Outstanding Rs.26,871.59 Lacs (USD 40.245 mio) (Previous year Rs.25,378.49 Lacs - USD 40.245 mio).
The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 structured installments starting from 1st February 2017.
The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Binani Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).
Out of total outstanding Rs.26,871.59 Lacs shown under Long-Term Borrowing and Rs.268.72 Lacs shown under Other-Current Liabilities. (Previous year Rs.25,378.49 Lacs shown under Long-Term Borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)
Interest over dues - Rs.202.15 Lacs due for the period 1st Jan 2016 to 31st January 2016; Rs.67.92 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.58.99 Lacs from 2nd November to 31st December 2015: Rs.1.7 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) ( Previous Year Rs.182.04 Lacs due for the period 1st October 2014 to 31st October 2014; Rs.209.21 Lacs for the period 8th December 2011 to 10th March 2014)(being Penal interest for which waiver has been sought).
b Foreign Currency Loan-Outstanding Rs.19,700.88 Lacs (USD 29.506 mio) (Previous year Rs.18,606.23 Lacs - USD 29.506 mio).
The loan carries interest 0 6 Months LIBOR plus 800 bps p.a. The loan is repayable in 32 Structured installments starting from 1st February 2017.
The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries excluding 3B Fibregalss A/S Norway;
Out of total outstanding Rs.19700.88 Lacs shown under Long-Term Borrowing and Rs.197.01 Lacs shown under Other-Current Liabilities. (Previous year Rs.18,606.23 Lacs shown under Long-Term borrowing and Rs. Nil shown under Other-Current Liabilities). (Refer Note 9)
Interest over dues - Rs.143.75 Lacs due for the period 1st Jan 2016 to 31st Jan 2016; Rs.49.80 Lacs for the period 2nd November 2015 to 31st Jan 2016; Rs.0.87 Lacs as additional interest for the month of Jan 2016.(being Penal interest for which waiver has been sought) (Previous Year Rs.241.92 Lacs due for the period 30th July 2012 to 31st January 2014) (being Penal interest for which waiver has been sought).
c Funded Interest Term Loan -Outstanding Rs.2611.87 Lacs (USD 3.91 mio) (Previous year Rs.546.16 Lacs (USD 0.87 mio)).
The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.
The loan is secured / to be secured against 1) exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 10.86% Equity Shares i.e. 205 lacs Equity Shares of Binani Cement Limited held by BIL on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second pari passu charge on pledge of shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second pari passu charge on the pledge of Project Bird Holding II S.a.r.l and its subsidiaries; 7) extension of existing pledge of 5% Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 30 mio (USD 40.245 mio) ; 8) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries.
Out of total outstanding Rs.2611.87 Lacs shown under Long-Term Borrowing and Rs.731.32 Lacs shown under Other Current Liabilities. (Previous year Rs.546.16 Lacs shown under Long Term Borrowing and '' Nil shown under Other current liabilities). (Refer Note 9) Additional Interest of Rs.5.78 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Nil). d Funded Interest Term Loan -Outstanding Rs.1956.79 Lacs (USD 2.93 mio) (Outstanding Rs.400.38 Lacs (USD 0.63 mio)).
The loan carries interest 0 6 Months LIBOR plus 400 bps p.a. The loan is repayable in 14 structured installments starting from 1st May 2016.
The loan is secured/to be secured 1) against exclusive charge on entire royalty and dividend payments to be received from Binani Cement Limited. 2) pledge of 5% Equity Shares i.e. 94,50,000 Equity Shares of Binani Cement Limited on exclusive charge basis; 3) Irrevocable and unconditional Corporate Guarantee of Binani Cement Limited and Edayar Zinc Limited; 4) Personal guarantee of a Promoter Director; 5) Second Pari passu charge on pledge of 100% shares and / or other instruments of 3B Binani Glass Fibre S.a.r.l. Luxembourg (3B) held by the Company; 6) second paripassu charge on the pledge of 100% shares of Project Bird Holding II S.a.r.l and its subsidiaries; 7) Second paripassu charge on the entire assets of the Project Bird Holding II S.a.r.l and its subsidiaries; 8) 1st Pari passu charge on the entire fixed assets of Edayar Zinc Limited including immovable properties, present and future with existing lenders 9) extension of existing pledge of 10.86% ie. 205 Lacss Equity Shares of Binani Cement Limited created on exclusive charge basis under existing loan of Euro 24 mio (USD 29.506 mio).
Out of total outstanding Rs.1956.79 Lacs shown under Long-Term Borrowing and Rs.547.90 Lacs shown under Other Current Liabilities. (Previous year '' 400.38 Lacs shown under Long-Term Borrowing and Rs.Nil shown under Other Current Liabilities). (Refer Note 9) Additional Interest of Rs.4.24 Lacs for the period 2nd November 2015 to 31st Jan 2016; (being Penal interest for which waiver has been sought)( Previous Year Rs.Nil)
Notes:
1) Buildings include amount of Rs.198.05 Lacs on leasehold land. Transfer of lease is yet to be completed.
2) Building (RCC) includes Rs. 165.95 Lacs being cost of building and road constructed by the Company. The ownership of the Land on which the said construction is done vests with Binani Cement Limited.
3) Consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, the Company has reworked depreciation on the basis of the useful lives of assets as prescribed in part ''C'' of schedule II of the Act.
In case of assets where the remaining useful life as on 01.04.2014 is Nil, the carrying amount of such assets have been adjusted to the opening balance of Retained Earnings after retaining their residual value. Accordingly, a sum of Rs.19.82 Lacs has been adjusted against Opening Reserves as on 01.04.2014.
a) (i) The City Civil Court at Kolkata has passed an order dated 3rd December, 2009 not recognizing the Company as a tenant whereby the godown has been handed over to the Standard Chartered Bank, the recognized tenant. However, the Bank has been given time by the court to recover rent and / or charges as well as other amounts in respect of the said godown. However, to date no recovery proceedings have been initiated by the Bank and, therefore, the Liability if any, cannot be quantified.
(ii) The Company has given Counter guarantee to a bank in respect of a guarantee furnished by it to the Government of India for certain transactions of a partnership firm against the original counter guarantee of Rs.89.97 Lacs. The fixed deposit with the bank as at 31st March, 2016 is Rs.175.50 Lacs (Previous Year Rs.169.59 Lacs) and accordingly the Company has provided for Rs 175.50 Lacs (Previous Year Rs.169.59 Lacs) as the subject matter of the bank is subjudice.
(iii) The Company has issued a General Bond under section 59(2) of the Customs Act, 1962, for a sum of Rs.24 crores to the Custom authorities. There is no claim so far received by the Company as at 31st March, 2016, On such Bond the value of goods lying in bond was Rs.1411.23 Lacs ( Previous Year Rs.1397.95 Lacs) and the estimated liability for duty is Rs 268.13 lacs ( Previous Year Rs.277.55 lacs).
(b) (i) As at 31st March, 2016, the Company has Capital commitments of Rs.22.83 Lacs net of advances (Previous year - Rs.58.05 Lacs).
(c) (i) The Company had given guarantees to banks and financial institutions in the earlier years on behalf of various subsidiaries including one step down subsidiary, for the purpose of expansion projects and working capital requirements. The outstanding aggregate balances of these guarantees is Rs.5,28,729.44 Lacs as on 31st March 2016 (previous year - Rs.4,92,102.64 Lacs). Further, till the financial year ended March 31, 2016, these entities were honouring the commitments in respect of servicing and /or repayment of their debt obligations. The lenders (Banks and Financials Institutions) of Binani Cement Ltd and 3B Binani Glass Fibre Sarl have, restructured the term loans during the year. Edayar Zinc Limited has applied to BIFR for registering as sick industrial company and the relief package including restructuring of the term loans will be considered in the current year. In view of the above and in the opinion of the management, these are not expected to result into any financial liability to the Company.
4 MANAGEMENT SERVICES FEES :
The Company is providing corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit Rating, Legal Services, Market Research, Quality Control, Project Management etc. to its subsidiaries / step down subsidiaries namely Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), and step down subsidiaries Goa Glass Fibre Limited (GGFL) on payment of monthly Management Service Fees by the subsidiaries. However during the current year the Company has decided not to charge Management Service Fee from EZL and GGFL w.e.f April 01, 2014 and from BCL w.e.f. December 13, 2014.
5 ROYALTY INCOME:
The Company had entered into agreements with its principal subsidiaries viz Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), BT Composite Limited ( BTCL) and step down subsidiaries Goa Glass Fibre Limited (GGFL) for grant of the use of the marks, corporate name, logo etc., in consideration of payment of Royalty. However, during the year the Company has decided not to charge royalty from EZL,GGFL and BTCL w.e.f April 01, 2014 and from BCL pursuant to restructuring package sanctioned under the Joint Lenders Forum w.e.f. December 13, 2014. Consequently no payments are made to Promoters.
6 Amalgamation of Binani Industries Limited (BIL) and Binani Metals Limited (BML)
Pursuant to the Scheme of Amalgamation (''the Scheme'') of erstwhile Binani Metals Limited (BML) with the Company under Sections 391 to 394 of the Companies Act, 1956 sanctioned by Hon''ble High Court at Calcutta vide order dated 21st January 2016 made effective from 5th April 2016 entire business including all assets and liabilities of BML were transferred and vested in the Company effective from 1st April, 2015(Appointed date). Accordingly the Scheme has been given effect to in these financial statements. The BML was engaged in trading of shares and securities, trading of goods, logistic services, media and publications, dealing in commodities/equity future contract.
The Amalgamation has been accounted as per âPooling of Interest" method as prescribed by the Accounting Standard 14 âAccounting for Amalgamations" notified under the Companies (Accounting Standards) Rules, 2006 (as amended). Accordingly, the accounting treatment has been given as under:-
(i) The assets and liabilities as at 1st April, 2015 were incorporated in the financial statement of the Company at its book value.
(ii) Credit balance in the statement of Profit and Loss of BML as at 1st April, 2015 amounting to 10.92 Crore was adjusted in âSurplus in Statement of Profit and Loss".
(iii) The Company will issue 50 Equity Shares of Rs.10 each fully paid up (Number of Shares 17,71,600) for every 1 Equity shares of BML of Rs.1,000 each fully paid up (Number of Shares 35,432) and difference between the book value and face value of such shares amounting to 1.77 Crore was adjusted against the statement of Profit and Loss of the Company with the calls in arrears on equity shares aggregating to Rs. 18,700/-.
(iv) The Company will issue 10 0.01% Non-cumulative Redeemable Preference Shares of the Company of Rs 100/- each fully paid up (Number of Shares 2,98,000) for every 1 8% Non-cumulative Redeemable Preference Shares of Rs.1000/- each (Number of Shares 29,800) held by preference shareholders in BML.
(v) Pending allotment, the said amount in para (iii) & (iv) above has been shown under ''Share Capital Suspense Account''. Figures of earnings per share for the current period are based on the share capital, to be enhanced on the allotment of shares referred to in para (iii) above.
(vi) Pursuant to Amalgamation of erstwhile Binani Metal Limited (BML), Nirbhay Management Service Private Limited & Narsingh Management Service Private Limited became a subsidiaries of Binani Industries Limited.
7 In accordance with the accounting policies applicable to erstwhile WIEL and to the Company as a successor to WIEL, being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta on 18th March 2014, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as 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). Accordingly, the current portion of long term investments has been fair valued and regrouped under non current investments as on 31st March 2016.The consequential net addition in the fair value amounting to Rs.9,919.21 Lacs has been recorded as forming part of the BRR of the Company.
8 In accordance with the accounting policies applicable to WIEL and to the Company as a successor to WIEL being accounting policies adopted as per the Scheme of Amalgamation approved by the Hon''ble High Court at Calcutta, the Company has withdrawn an amount of Rs 8,841.05 Lacs from the BRR arising pursuant to the merger and the adoption of AS 30 as recorded in Note No. 35 and credited the same to the Statement of Profit & Loss so as to offset the following expenses debited to the Statement of Profit and Loss during the year ended March 31, 2016.
If such accounting policy had not been adopted, the net profit for the year ended March 31, 2016, would have been lower by and the Business Reorganization Reserve as on March 31, 2016 would have been higher by the said amount of Rs.8841.05 Lacs and the Earnings Per Share would have been lower by Rs. 28.18.
9 Export Import Bank of India (Exim Bank) has sanctioned the restructuring package in March 2015. The Company has approached for certain amendments in the sanctioned package. Pending consideration and confirmation by the Bank, the accounting has been done based on the existing sanctioned package.
The Company''s activities cannot be classified under any geographical segments
*Commercial Segment includes Profit from Commodities/Equity in Futures Trading, Trading in Shares and Securities and Other Commercial Services.
Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems.
Notes:
1 Names of related parties and description of relationship:
a) Subsidiaries / step down subsidiaries where control exists : Binani Cement Limited (BCL), Edayar Zinc Limited (EZL), Goa Glass Fibre Limited (GGFL), Binani Energy Private Limited (BEPL), Global Composite Holdings Inc (Formerly Known as CPI Binani Inc.), (U.S.A) (CPI), Building Material Holdings Limited, 3B Binani Glass Fibre SARL (Luxembourg),Binani Global Cement Holdings Private Limited (Singapore), BIL Infratech Limited, Royalvision Projects Private Limited, Royal Vision Concrete Private Limited, Royal Vision infratech Private Limited, R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited, China (SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Binani Cement Fujairah LLC, Murari Holdings Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited (Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Readymix Concrete Limited (discontinued operations), Binani Cement (Tanzania) Limited, Binani Cement (Uganda) Limited (Under liquidation) Project Bird Holding II S.a.r.l. (Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL (Tunisia),Nirbhay Management Services Private Limited (Nirbhay) , Narsingh Management Private Limited. (Narsingh)
b) Key Management Personnel: Mr. Sushil Bhattar, Mr. K K Saraf, Ms. Visalakshi Sridhar
c) Promoters & Enterprises where the Promoters have got significant influence: Mr. Braj Binani, Ms.Nidhi Binani Singhania , Ms. Kalpana Binani , Miss. Shradha Binani, Ms. Vidushi Binani, Dharmik Commodeal private Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private Limited, Lucknow Properties & Finance Private Limited, Akror Traders Private Limited, Triton Trading Co. Private Limited, Megha Mercantile Private Limited and Miracle Securities Private Limited, Atithi Tie-Up Private Limited.
d) Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).
e) The Company has received Inter-Corporate Deposits (Including interest payable) from its subsidiary company viz. Binani Cement Limited, amounting to Rs 1,26,972.21 Lacss, as per Management, the said loan will be repaid by the Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the subsidiary company in its board meeting has decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to the Company, effective April 01, 2015.
f) Due to appointment of Liquidator , BT Composite Limited is not considered as related party during the current year.
Except Loan to Global Composite Holdings Inc. (Formerly Known as CPI Binani Inc.), Inc., Loans and Advances shown above fall under the category of ''Loans and Advances in the nature of loans (including through intra company current accounts) where there is no fixed repayment schedule. Advance given to BT Composites (Under Liquidation) Limited are interest free.
10 The Company had initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2016, disclosures relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.
11. EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER ACCOUNTING STANDARD RULES 2006 (AS AMENDED).:
a) Defined Contribution Plans
During the year the Company has recognized Rs.42.23 Lacs (Previous Year Rs.61.70 Lacs) in the Statement of Profit and Loss on account of defined contribution plans including superannuation fund for the eligible employees.
b) Defined benefit plans as per Actuarial valuation on 31st March, 2016
The Company makes annual contributions to the Employees'' Group Gratuity-cum Life Assurance Scheme of the Life Insurance Corporation of India (LIC), a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on superannuation, death or on separation / termination in terms of the provisions of the Payment of Gratuity Act or as per Company''s policy whichever is beneficial to the employees.
12. No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements for the year ended, other than those reflected or fully disclosed in the books of accounts.
13 In view of the amalgamation as referred in Note 34, the figures for the current year are not comparable with the corresponding figures of the previous year. Previous year''s figures are regrouped wherever necessary to confirm with the figures of the current year
Mar 31, 2015
1. Names of related parties and description of relationship:
a) Subsidiaries / step down subsidiaries where control exists : Binani
Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre
Limited (GGFL), B T Composites Limited (BTCL) (Under Liquidation),
Binani Energy Private Limited (BEPL), CPI Binani, Inc. (U.S.A) (CPI),
3B Binani Glass Fibre SARL (Luxembourg), Sankalp Holdings Limited
(Cyprus) (Liquidated),Binani Global Cement Holdings Private Limited
(Singapore), BIL Infratech Limited, Royalvision Projects Private
Limited, Royal Vision Concrete Private Limited, Royal Vision infratech
Private Limited, Abhinav Holding Limited, Cyprus (AHL) (Liquidated),
R.B.G. Minerals Industries Limited, Krishna Holding Pte. Limited,
(Singapore) (KHL), Shandong Binani Rong'an Cement Co. Limited, China
(SBRCC), Mukundan Holdings Limited, (British Virgin Island) (MHL),
Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings Limited
(British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte Limited
(Singapore), BC Tradelink Limited, Tanzania, PT Anganna Energy
Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit
Plaza Limited, Binani Readymix Concrete Limited (discontinued
operations), Project Bird Holding II S.a.r.l.(Luxembourg), 3B -
Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL
(Tunisia), Binani Cement (Tanzania) Limited, Binani Cement (Uganda)
Limited (under liquidation).
b) Key Management Personnel: Mr. Sunil Sethy, Mr R Venkiteswaran, Mr.
K. K. Saraf & Mr Hemant Mogra.
c) Promoters & Enterprises where the Promoters have got significant
influence: Mr. Braj Binani, Ms.Nidhi Singhania , Ms. Kalpana Binani,
Miss. Shradha Binani, Binani Metals Limited, Dharmik Commodeal private
Limited, Vijayshree Holdings Private Limited, K.B. Vyapar Private
Limited, Lucknow Properties & Finance Private Limited, Akror Traders
Private Limited, Triton Trading Co. Private Limited, Nirbhay Management
Services Private Limited and Miracle Securities Private Limited.
Except Loan to CPI Binani, Inc., Loans and Advances shown above fall
under the category of 'Loans and Advances in the nature of loans
(including through intra company current accounts) where there is no
fixed repayment schedule. Advance given to BT Composites Limited and
Wada Industrial Estate Limited are interest free.
2. The Company had initiated the process of identifying the suppliers
who qualify under the definition of micro and small enterprises, as
defined under the Micro, Small and Medium Enterprises Development Act,
2006. Since no intimation has been received from the suppliers
regarding their status under the said Act as at 31st March 2015,
disclosures relating to amounts unpaid as at the year end, if any, have
not been furnished. In the opinion of the management, the impact of
interest, if any, that may be payable in accordance with the provisions
of the Act is not expected to be material.
As stated in paragraph 1 of our report on 'other Legal and Regulatory
requirements' in our Independent Auditor's Report of even date on
consolidated financial statements for the year ended 31 March 2015, our
reporting on the matter specified in para 3 & 4 of the order includes 9
subsidiaries incorporated in India and is based on the comments in the
respective Independent Auditor's Report of Holding Company and its
aforesaid subsidiary companies incorporated in India.
i. In respect of the fixed assets of the Holding Company and its
aforesaid subsidiaries:
(a) The respective entities have generally maintained proper records
showing full particulars including quantitative details and situation
of fixed assets.
(b) The fixed assets were physically verified during the year by the
Management of the respective entities in accordance with a regular
programme of Verification which, in our opinion and based on the
auditors' reports issued in accordance with the Order on the aforesaid
subsidiaries, provides for physical Verification of the fixed assets at
reasonable intervals. According to the information and explanations
given to us and based on the auditors' reports issued in accordance
with the Order on the aforesaid subsidiaries, no material discrepancies
were noticed on such verification.
Two Subsidiaries incorporated in India do not have any tangible assets
and hence the requirement of clause (i) of paragraph 3 of the said
Order is not applicable to those subsidiaries.
ii. In respect of the inventories of the Holding Company and its
aforesaid subsidiaries:
(a) The inventory has been physically verified by the Management during
the year. In our opinion, the frequency of Verification is reasonable.
(b) The procedures of physical Verification of inventory followed by the
Management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical Verification of inventory as compared
to book records were not material.
The Holding Company and 5 Subsidiaries incorporated in India do not
have any inventory and hence the requirement of clause (ii) of
paragraph 3 of the said Order is not applicable to those subsidiaries.
iii. As per information and explanations given to us and based on the
auditors' reports issued in accordance with the Order, the Holding
Company and its aforesaid subsidiaries have not granted loan, secured
or unsecured, to companies, firms or other parties covered in the
register maintained under Section 189 of the Companies Act, 2013.
Accordingly, the sub-clause (a) and (b) of clause (iii) are not
applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us and based on the auditor's reports of the aforesaid
subsidiary companies incorporated in India, there is an adequate
internal control system in respective entities commensurate with the
size of the Company and the nature of its business, with regard to the
purchase of inventory and fixed assets and sale of goods and services.
During the course of our audits and based on the auditor's reports of
the aforesaid subsidiary companies incorporated in India, we have
neither come across, nor have been informed of, any continuing failure
to correct major weaknesses in the aforesaid internal control system.
Based on the auditors' report issued in accordance with the Order of
one subsidiary, the subsidiary has not carried any activities relating
to purchase of inventory & Fixed assets and sale of goods and services,
hence clause (iv) of said order is not applicable to that subsidiary.
v. The Holding Company and its aforesaid subsidiaries have not accepted
any deposits from the public within the meaning of Sections 73, 74, 75
and 76 of the Act and the rules framed there under to the extent
notified.
vi. We have broadly reviewed the books of account maintained by the 4
Subsidiaries in respect of products where, pursuant to the Rules made
by the Central Government of India, the maintenance of cost records has
been prescribed under Section 148 of the Act and we are of the opinion
that prima facie, the prescribed accounts and records have been made
and maintained. We have not, however, made a detailed examination of
the records with a view to determine whether they are accurate or
complete.
For the Holding Company and 5 Subsidiaries incorporated in India, the
Central Government has not prescribed maintenance of cost records under
sub-section of (1) of section 148 of the Companies Act 2013.
vii. (a) According to the information and explanations given to us and
on the basis of records produced before us and based on the auditors'
reports issued in accordance with the Order on the aforesaid
subsidiaries, the Company and its aforesaid subsidiaries are generally
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, employees' state insurance, income tax,
sales tax, wealth tax, service tax, duty of custom, duty of excise
duty, value added tax, cess and other material statutory dues
applicable to it. According to the information and explanations given
to us, no undisputed arrears of statutory dues were outstanding as at
March 31, 2015 for a period of more than six months from the date they
became payable.
(b) According to the records of the Company examined by us, the dues
outstanding of income-tax, sales-tax, wealth tax, service tax, duty of
customs, duty of excise, entry tax, value added tax and cess on account
of any dispute, are as follows:
(c) There are no amounts required to be transferred by the Company and
its aforesaid subsidiaries to the Investor Education and Protection
Fund in accordance with the provisions of the Companies Act, 2013 and
the rules made there under.
viii. The Group has consolidated accumulated losses exceeding fifty
percent of its networth at the end of the financial year and it has
incurred cash losses on consolidated basis during the financial year
covered by our audit and in the immediately preceding financial year.
ix. Based on the auditors' report of aforesaid subsidiaries
incorporated in India and information and explanation given to us,
following subsidiary Companies have defaulted in repayment of dues to
financial institution, bank or debenture holders as at the Balance Sheet
date.
x. In our opinion and according to the information and explanations
given to us, the group has not given any guarantee for loan taken by
others from banks and financial institutions during the year.
Accordingly, the provision of Clause 3(x) of the Order are not
applicable to the Company.
xi. In our opinion and according to the information and explanations
given to us and Based on the auditors' report of aforesaid subsidiaries
incorporated in India, the term loans availed by the Holding Company
and 2 Subsidiaries were, prima facie, applied for the purpose for which
the loans were raised, other than temporary deployment in deposits with
banks, pending application of those loans. Based on the auditors'
report of aforesaid subsidiaries incorporated in India, 7 subsidiaries
have not taken any term loan during the year.
xii. To the best of our knowledge and belief and according to the
information and explanations given to us and based on the auditor's
report of aforesaid subsidiary companies incorporated in India, no
material fraud on the Holding Company and its aforesaid subsidiary
companies incorporated in India has been noticed or reported during the
year, nor have we been informed of any such case by the Management.
Mar 31, 2014
CORPORATE INFORMATION
Binani Industries Limited is a public limited company (herein after
called ''Company'') domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The Company is listed on the
Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the
Calcutta Stock Exchange (CSE).
a. Export Import Bank of India - Foreign Currency Loan - Outstanding
Rs. 24,344.20 Lacs (USD 40.245 mio) (Previous year Rs. 22,086.46 Lacs
- USD 40.245 mio).
The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan
is repayable after 3 years from the date of drawdown , i.e.8th December
2011 in 4 equal semi annual instalments of USD 10.06 mio each.
The loan is secured/to be secured against (a) Second Paripassu charge
on pledge of 100% shares of 3B Binani Glass Fibre S.a.r.l. held by the
Company (b) exclusive charge on royalty and dividend payment to be
received from Binani Cement Limited (c) second charge on the entire
assets of Project Bird Holding III B S.a.r.l and its subsidiaries
(during the current year, Project Bird Holding S.a.r.l has merged with
Project Bird Holding III B S.a.r.l) (d) second charge on the pledge of
100% shares of Project Bird Holding III B S.a.r.l and its subsidiaries
(e) pledge of 94,50,000 no equity shares of Binani Cement Limited held
by the Company on exclusive charge basis (f) First paripassu charge on
the entire fixed assets of Binani Zinc Limited including immovable
properties present and future (g) Corporate Guarantee of Binani Cement
Limited and Binani Zinc Limited and (h) Personal guarantee of a
promoter director of the company.
Out of total outstanding Rs. 18,258.15 Lacs shown under Long term
borrowing and Rs. 6,086.05 Lacs shown under Other current liabilities.
(Previous year Rs. 22,086.46 Lacs - Long term borrowings and Rs. Nil -
Other current Liabilities). (Refer Note 9)
Interest overdues - Rs. 511 Lacs due for the period 11th December 2013
to 10th March 2014 ; Rs.200.69 Lacs due for the period 8 th December
2011 to 10th March 2014.
b. Export Import Bank of India - Foreign Currency Loan-Outstanding Rs.
17,847.94 Lacs (USD 29.506 mio) (Previous year Rs. 16192.67 Lacs - USD
29.506 mio).
The loan carries interest @ 6 Months LIBOR plus 800 bps p.a. The loan
is repayable after 3 years from the date of drawdown, i.e. 30th July
2012 in 16 equal quarterly instalments of USD 1.8441 mio each.
The loan is secured / to be secured against (a) pledge of 2,05,00,000
no equity shares of Binani Cement Limited held by the Company on
exclusive charge basis (b) exclusive charge on royalty and dividend
payment to be received from Binani Cement Limited (c) Corporate
Guarantee of Binani Cement Limited and Binani Zinc Limited. (d) Second
charge on pledge of shares of Project Bird Holding III B S.a.r.l (e)
Second pari passu charge on pledge of shares and / or other instruments
of subsidiaries of Project Bird Holding III B S.a.r.l (f) the personal
guarantee of a promoter director of the company.
Interest overdues - Rs. 232.06 Lacs due for the period 30th July 2012
to 31st January 2014.
c. IFCI Ltd - Outstanding Nil (Previous year Rs.35,000 Lacs).
The Loan carried interest @ 15.50% w.e.f. 17th Jan 2013 & has been
repaid fully during the current year.
d. Syndicate Bank- Outstanding Rs. Nil (Previous Year Rs. 434.78 Lacs)
The loan carried interest @ 13.5% p.a. and has been repaid fully during
the current year. (Previous year Rs. Nil - Long term borrowings and Rs.
434.78 - Other current Liabilities).
Note No:1
CONTINGENT LIABILITIES NOT PROVIDED FOR
(Rs. in Lacs)
31st March, 2014 31st March, 2013
a) Claims against the Company 4,359.31 5,464.65
not acknowledged as debts in
respect of certain Income Tax
matters.
b) Commitments relating to the - 25.00
purchase of customised software
application.
c) Corporate Guarantees given 365,250.13 266,647.88
to Financial Institutions and
Banks in respect of loans to
subsidiaries / step down
subsidiaries of the Company.
TOTAL 369,609.44 272,137.53
Note No: 2
MANAGEMENT SERVICES FEES
The Company is providing corporate support services related to
Accounting, Finance, Treasury, Forex / Commodity Risk Management,
Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit
Rating, Legal Services, Market Research, Quality Control, Project
Management etc. to its subsidiaries namely Binani Cement Limited,
Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly
Management Service Fees by the subsidiaries.
Note No: 3
ROYALTY INCOME
The Company, as the owner, licensor and rights holder of the Marks
including but not limited to "Binani", "Binani-Braj Binani Group" and
the Binani family / corporate name and also in its capacity of Holding
Company of the Braj Binani Group, has entered into separate agreements
with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani
Cement Ltd.(BCL), BT Composite Ltd. (BTCL) and step down subsidiary Goa
Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate
name, logo etc, in consideration of payment of Royalty as a percentage
of net turnover of the Licensee (net of inter company turnover).
Accordingly, the company has earned royalty from BCL, BZL, GGFL and
BTCL on the basis of their respective turnovers for the year. The
company has incurred expenditure on advertisement and corporate brand
building of all the group companies as per terms of the said
agreements. By virtue of a separate agreement between Promoter and the
Company, the Promoter has licensed the Marks to the Company in
consideration of a payment equal to 10% of the royalty earned by the
Company by sub licensing the marks to its subsidiaries and affiliates.
Note No: 4
During the previous year, the Company had decided to sell part of its
holding in its subsidiary Binani Cement Limited (BCL) and expected that
the sale would get materialized in the current year. As the said sale
could not get materialized during the current year, the unamortized
expenditure of Rs. 6544.51 Lacs as on 31st March 2013 has been charged
to the Statement of Profit and Loss during the current year and
included in the interest cost for the year.
Note No: 5
In accordance with the accounting policies applicable to erstwhile WIEL
and to the Company as a successor to WIEL, being accounting policies
adopted as per the Scheme of Amalgamation approved by the Hon''ble High
Court at Calcutta on 18th March 2014, the Company has applied AS 30,
the Accounting Standard on Financial Instruments: Recognition and
Measurement, issued by the Institute of Chartered Accountants of India
(ICAI), and pursuant thereto has as on March 31, 2014, being the date
of conclusion of the first Accounting Year post the provisions of AS 30
becoming applicable to the Company, classified the investments as
"available for sale financial assets" and has accordingly, measured
such investments at fair value as on that date (except for those
investments whose fair value cannot be reliably measured, which
investments in accordance with AS 30 are continued to be measured at
cost and their cost is considered as the fair value). Accordingly, the
current portion of long term investments as on 31st March 2013 has also
been fair valued and regrouped under non current investments as on 31st
March 2014.The consequential net difference of Rs. 2,99,749.16 Lacs
has, in accordance with the accounting policy applicable to WIEL and to
the Company, been recorded as forming part of the BRR of the Company.
Note No: 6
The Company had given guarantees to banks and financial institutions in
the earlier years on behalf of various subsidiaries including one step
down subsidiary, for the purpose of its subsidiaries expansion projects
and working capital requirements. The outstanding aggregate balances of
these guarantees is Rs. 365,250.13 Lacs and the same are fully secured
by each subsidiary''s own assets and also secured by personal guarantee
of promoter of Binani Group. Further, till the financial year ended
March 31, 2014, these entities are honouring the commitments in respect
of servicing and /or repayment of their debt obligations. The lenders
(Banks and Financials Institutions) of Binani Cement Ltd. have, subject
to certain conditions, agreed in principle to restructure the term
loans of the Company in the Joint Lenders'' Forum (JLF) meeting held on
15th May 2014. Binani Zinc Limited has also requested its lenders to
restructure their term loans which is under their consideration. In
view of the above and in the opinion of the management, these are not
expected to result into any financial liability to the Company.
Notes
1 Names of related parties and description of relationship:
a) Subsidiaries / step down subsidiaries where control exists : Binani
Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre
Limited (GGFL), B T Composites Limited (BTCL) (discontinued
operations), Wada Industrial Estate Limited (WIEL) (amalgamated with
BIL on 1st Dec''13), Binani Energy Private Limited (BEPL), CPI Binani,
Inc. (U.S.A) (CPI), 3B Binani Glass Fibre SARL (Luxembourg), Sankalp
Holdings Limited (Cyprus) (under liquidation),Binani Global Cement
Holdings Private Limited (Singapore), BIL Infratech Limited,
Royalvision Projects Private Limited, Scintillating Buildtech Private
Limited (amalgamated with WIEL on 1st November''13), Binani
Infrastructure Mauritius Limited, Mauritius, Abhinav Holding Limited,
Cyprus (AHL) (under liquidation), R.B.G. Minerals Industries Limited,
BZ Minerals (Australia) Pty Limited (Australia) (under liquidation), BZ
Minerals (Luxembourg) Sarl (company liquidated)), Krishna Holding Pte.
Limited, (Singapore) (KHL), Shandong Binani Rong''an Cement Co. Limited,
China (SBRCC), Mukundan Holdings Limited, (British Virgin Island)
(MHL), Binani Cement Factory LLC (UAE) (BCFLLC), Murari Holdings
Limited (British Virgin Island) (MuHL), Bhumi Resources (Singapore) Pte
Limited (Singapore), BC Tradelink Limited, Tanzania, Binani Cement
Factory (Kenya) Limited, Kenya (company liquidated), Binani Cement
(Uganda) Limited, Uganda (company liquidated), PT Anganna Energy
Resources, Indonesia, Swiss Merchandise Infrastructure Limited, Merit
Plaza Limited, Binani Readymix Concrete Limited (discontinued
operations), Project Bird Holding III B S.a.r.l.(Luxembourg), 3B -
Fibreglass SPRL ( Belgium), 3B - Fibreglass A/S (Norway), TunFib SARL
(Tunisia), Project Bird Holding S.a.r.l.(PBH) (merged with PBH III B),
Project Bird Holding II S.a.r.l.(PBH II) (merged with PBH III B).
Note No: 7
The Company has initiated the process of identifying the suppliers who
qualify under the definition of micro and small enterprises, as defined
under the Micro, Small and Medium Enterprises Development Act, 2006.
Since no intimation has been received from the suppliers regarding
their status under the said Act as at 31st March 2014, disclosures
relating to amounts unpaid as at the year end, if any, have not been
furnished. In the opinion of the management, the impact of interest, if
any, that may be payable in accordance with the provisions of the Act
is not expected to be material.
Note No: 8
No events or transactions have occurred since the date of Balance Sheet
or are pending that would have a material effect on the financial
statements for the year ended, other than those reflected or fully
disclosed in the books of accounts.
Note No: 9
Previous year''s figures have been regrouped / reclassified wherever
necessary.
Mar 31, 2013
1 CORPORATE INFORMATION
Binani Industries Limited is a public limited company (herein after
called ''Company'') domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The Company is listed on the
Bombay Stock Exchange(BSE), National Stock Exchange(NSE) and the
Calcutta Stock Exchange (CSE).
Note No. 2
MANAGEMENT SERVICES FEES
The Company is providing corporate support services related to
Accounting, Finance, Treasury, Forex / Commodity Risk Management,
Purchases , Audit, Taxation, Corporate Strategy, Media Services, Credit
Rating, Legal Services, Market Research, Quality Control, Project
Management etc. to its subsidiaries namely Binani Cement Limited,
Binani Zinc Limited, and Goa Glass Fibre Limited on payment of monthly
Management Service Fees by the subsidiaries.
Note No. 3
ROYALTY INCOME
The Company, as the owner, licensor and rights holder of the Marks
including but not limited to " Binani", " Binani-Braj Binani Group" and
the Binani family / corporate name and also in its capacity of Holding
Company of the Braj Binani Group, has entered into separate agreements
with its principal subsidiaries viz. Binani Zinc Ltd.(BZL), Binani
Cement Ltd.(BCL), BT Composites Ltd. (BTCL) and step down subsidiary
Goa Glass Fibre Ltd.(GGFL) for grant of the use of the Marks, corporate
name, logo etc, in consideration of payment of Royalty as a percentage
of net turnover of the Licensee (net of inter company turnover).
Accordingly, the Company has earned royalty from BCL, BZL, GGFL and
BTCL on the basis of their respective turnovers for the year. The
Company has incurred expenditure on advertisement and corporate brand
building of all the group companies as per terms of the said
agreements. By virtue of a separate agreement between Promoter and the
Company, the Promoter has licensed the Marks to the Company in
consideration of a payment equal to 10% of the royalty earned by the
Company by sub licensing the marks to its subsidiaries and affliates.
Note No. 4
Deferred tax asset in respect of unabsorbed depreciation and business
loss has been recognised to the extent of deferred tax liability as
there is virtual certainty that these would be available as set-off in
future years on reversal of deferred tax liability representing
depreciation.
Note No. 5
During 2010-11, Binani Cement Limited had completed the Reverse Book
Building process for voluntary delisting of its Equity Shares in terms
of SEBI (Delisting of Equity Shares), Regulations, 2009.
With a view to provide exit opportunity to the public shareholders of
Binani Cement Limited under SEBI (Delisting of Equity Shares),
Regulations, 2009, during the year 2011-12, the Company had paid Rs.
38.87 Lacs towards purchase of 43,186 number of shares of Binani Cement
Limited from its public shareholders at a price of Rs. 90 per share. The
transfer of above shares in favour of the Company has taken place in
the current year. During the current year, the Company has further
purchased 3,920,277 shares of Binani Cement Limited from its public
shareholders at a price Rs. 90 per share valuing Rs. 3,528.25 Lacs.
Note No. 6
The Company has decided to sell part of its holding in its subsidiary
Binani Cement Limited. The Company is in the process of i dentif y in g
the p r osp ec ti ve fnancial inv es tor s and expec t s to f nal ize
the same in the ensuing f nancial ye a r. A cco r din gly, t he s aid
part of its investment is classifed as "Current Investments" under the
head "Current Assets".
In line with the above classifcation, the company has deferred an
expenditure amounting to Rs.6,544.51 Lacs incurred for holding part of
the said current portion of the investment in its subsidiary Binani
Cement Limited. The above expenditure shall be amortized in ensuing
fnancial year as it is necessarily incurred for holding the said
investment and economic benefts thereon shall fow to the Company in the
ensuing fnancial year. The said deferred expenditure is classifed as "
Other Current Assets" under the head "Unamortized Expenses". Had the
Company not deferred the said expenditure, the proft for the year would
have been lower by Rs. 6,544.51 Lacs and reserves and surplus would have
been lower by Rs. 6,544.51 Lacs.
Note No. 7
As the Company does not have information as to which of its trade
payable is registered under The Micro, Small and Medium Enterprises
Development Act, 2006, no disclosure as required by the said Act is
given.
Note No. 8
EMPLOYEE BENEFITS DISCLOSURE AS PER AS 15(REVISED) ISSUED UNDER
ACCOUNTING STANDARD RULES 2006 (AS AMENDED)
a) Defned Contribution Plans
During the year, the Company has recognised Rs. 117.43 Lacs (Previous
Year Rs. 88.60 Lacs) in the Statement of Proft and Loss on account of
defned contribution plans.
Note No. 9
Previous year / period fgures have been regrouped / rearranged wherever
necessary to confrm with the fgures of the current period.
Mar 31, 2012
1 CORPORATE INFORMATION
Binani Industries Limited is a public limited Company domiciled in
India and incorporated under the provisions of the Companies Act, 1956.
2 BASIS OF ACCOUNTING
The financial statements of the Company have been prepared under the
historical cost convention and on accrual basis in accordance with
accounting principles generally accepted in India and in compliance
with all material aspect of the Accounting Standards as notified by the
Companies (Accounting Standards) Rules, 2006 and the relevant
provisions of the Companies Act, 1956.
3.1 Terms /Rights attached to Equity Shares
The Company has only one class of Equity Shares having a par value of
Rs. 10 per share. Each holder of Equity Shares is entitled to one vote
per share. The Company declares and pays dividends in Indian rupees.
The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
During the year ended 31st March 2012, the amount of per share dividend
proposed for distribution to equity shareholders is Rs. 3 (Previous
Year - Rs. 3)
In the event of liquidation of the Company, the holders of Equity
Shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of Equity Shares held by the
shareholders.
a Export Import Bank of India - Foreign Currency Loan - Outstanding
Rs.20,738.25 Lakhs (USD 40.245 million) (Previous Year Rs. Nil).
The loan carries interest 0 6 Months LIBOR plus 800 bps per annum. The
loan is repayable after 3 years from the date of drawdown, i.e. 8th
December, 2011 in 4 equal semiannual installments of USD 10.06 million
each.
The loan is secured against (a) pledge of 100% shares( paripassu
charge) of Glass Fibre Holding I SARL held by BIL (b) exclusive charge
on royalty and dividend payment to be received from Binani Cement
Limited (c) second charge on the assets of 3B Group (d) second charge
on the pledge of 100% shares of 3B Group (e) pledge of 5% shares of
Binani Cement Limited held by Binani Industries Limited on exclusive
charge basis (f) paripassu charge on the entire fixed assets of Binani
Zinc Limited including immovable properties present and future (g)
Corporate Guarantee of Binani Cement Limited and Binani Zinc Limited
and (h) the personal guarantee of the promoter Director of the Company.
b IFCI Limited - Outstanding Rs. 35,000 Lakhs (Previous Year Rs. 35,000
Lakhs).
The Loan carries interest @ 13.25% per annum. The loan is repayable in
4 quarterly installments of Rs.8,750 Lakhs each, after three years from
the date of drawdown, i.e., 17th January, 2011.
The Loan is secured against pledge of 8,01,40,000 Equity Shares of
Binani Cement Limited (BCL), post dated cheques issued for interest and
principal repayment.
c Syndicate Bank- Outstanding Rs. 5,652.17 Lakhs (Previous Year -Rs.
10,000 Lakhs)
Loans carry interest @ 14% per annum. The loans are repayable in 23
equal monthly installments of Rs. 217.39 lakhs each from the date of
drawdown,i.e., 27th April, 2010 and 30th June, 2010 respectively.
Out of total outstanding - Rs. 434.81 Lakhs shown under Long term
borrowing and Rs. 5,217.36 Lakhs shown under Other current liablities.
(Previous Year - Rs. 5,652.20 Lakhs - Long term borrowings and Rs.
4,347.80 Lakhs - Other current Liabilities). (Refer Note - 9)
Note No. 4
MANAGEMENT SERVICES FEES :
Since 1st April 2008, the Company is providing corporate support
services related to Accounting, Finance, Treasury, Forex / Commodity
Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media
Services, Credit Rating, Legal Services, Market Research, Quality
Control, Project Management etc. to its subsidiaries namely Binani
Cement Limited, Binani Zinc Limited, and Goa Glass Fibre Limited on
payment of monthly Management Service Fees by the subsidiaries.
Note No. 5
ROYALTY FEES :
Since 1st April, 2011, the Company, as the owner, licensor and rights
holder of the Marks including but not limited to "Binani", "Binani-Braj
Binani Group" and the Binani family / Corporate name and also in its
capacity of Holding Company of the Braj Binani Group, has entered into
separate agreements with its principal subsidiaries viz. Binani Zinc
Ltd.(BZL), Binani Cement Ltd.(BCL), Goa Glass Fibre Limited (GGFL) and
BT Composite Limited (BTCL) for grant of the use of the Marks,
Corporate Name, Logo etc, in consideration of payment of Royalty as a
percentage of net turnover of the Licensee (net of inter Company
turnover). Accordingly, the Company has earned royalty 0 4% from BCL
and 0 3% from BZL, GGFL and BTCL on the basis of their respective
turnovers for the year. The Company has incurred expenditure on
advertisement and corporate brand building of all the group companies
as per terms of the said agreements. By virtue of a separate agreement
between Promoter and the Company, the Promoter has licensed the Marks
to the Company in consideration of a payment equal to 10% of the
royalty earned by the Company by sub licensing the marks to its
subsidiaries and affiliates.
Note No. 6
Deferred tax asset in respect of unabsorbed depreciation and business
loss has been recognised to the extent of deferred tax liability as
there is virtual certainty that these would be available as set off in
future years on reversal of deferred tax liability representing
depreciation.
Note No. 7
During 2010-11, Binani Cement Limited had completed the Reverse Book
Building process for voluntary delisting of its Equity Shares in terms
of SEBI (Delisting of Equity Shares), Regulations, 2009.
With a view to provide exit opportunity to the public shareholders of
Binani Cement Limited under SEBI ( Delisting of Equity Shares),
Regulations, 2009, during the year the Company has purchased 2,501,823
number of shares of Binani Cement Limited from its public shareholders
at a price of Rs. 90.00 per share valuing Rs. 2,251.64 Lakhs.
Note:
1 Guarantees given to Banks & Financial Institutions on behalf of
subsidiaries have been separately disclosed vide note no 25.
2 Names of related parties and description of relationship:
a) Subsidiaries / step down subsidiaries where control exists : Binani
Cement Limited (BCL), Binani Zinc Limited (BZL), Goa Glass Fibre
Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial Estate
Limited (WIEL), Binani Energy Private Limited (BEPL), CPI Binani, Inc.
U.S.A (CPI), Glass Fibre Holding I SARL, Luxembourg, BIL Holding II
SARL, Luxembourg, BIL Holding III SARL, Luxembourg, Sankalp Holdings
Limited (Cyprus), BIL Infratech Limited, Binani Infrastructure
(Mauritius) Limited, Mauritius, Abhinav Holdings Limited,Cyprus (AHL),
R.B.G. Minerals Industries Limited, BZ Minerals (Australia) Pty
Limited, Australia, BZ Minerals (Luxembourg) Sarl, Krishna Holding Pte.
Limited, Singapore (KHL), Shandong Binani Rong'An Cement Co. Limited,
China (SBRCC), Mukundan Holdings Limited, British Virgin Island (MHL),
Binani Cement Factory LLC, UAE (BCFLLC), Murari Holdings Limited,
British Virgin Island (MuHL), Bhumi Resources (Singapore) Pte Limited
Singapore, Binani Cement Factory (Mauritius) Limited, Mauritius ,
Binani Cement Factory (SFZ) Limited, Sudan, BC Tradelink Limited,
Tanzania, Binani Cement Co. Limited, (South Sudan), Binani Cement Co.
Limited, (Sudan), Binani Cement Factory (Kenya) Limited, Kenya, Binani
Cement SARL, Djibouti, Binani Cement (Uganda) Limited, Uganda, PT
Anganna Energy Resources, Indonesia, Binani Cement Company WLL, Kuwait,
Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani
Ready Mix Concrete Limited, Binani Mineral Resources (Mangolia) LLC,
Weighbridge Investments (Pty) Limited, Botswana, Christo schutte
Investment Number Nine (Pty) Limited. Namibia, Binani Cimentos
(Mozambique) LDA, Transafrica Cement Limited (Mauritius), Rightside
Investment Pty. Limited, Republic of South Africa Project Bird Holding
S.a.r.l.(Luxembourg), Project Bird Holding II S.a.r.l. (Luxembourg),
Project Bird Holding III A S.a.r.l.(Luxembourg), Project Bird Holding
III B S.a.r.l.(Luxembourg), Project Bird Holding III C
S.a.r.l.(Luxembourg), 3B - Fibreglass SPRL (Belgium), 3B - Fibreglass
AS (Norway), Tunfib SARL (Tunisia).
b) Key Management Personnel: Mr. Braj Binani and Mr. Sunil Sethy.
Managerial Remuneration paid to Mr Sunil Sethy during the year ended
31st March 2012 was Rs.155.06 Lakhs (Previous Year Rs.146.64 Lakhs).
c) Enterprises where Key Management Personnel have got significant
influence: Mr. Braj Binani in Binani Metals Limited, Sambhaw Holdings
Limited, K. B. Vyapar Private Limited, Triton Trading Co. Private
Limited, Lexus Holding & Finance Private Limited and Miracle Securities
Private Limited. Mr. Sunil Sethy in Radix Technologies.
Except Loan to CPI Binani, Inc., Loans and Advances shown above fall
under the category of Loans and Advances in the nature of loans
(through intra Company current accounts) where there is no fixed
repayment schedule. Advance given to Binani Ready Mix Concrete Limited,
Binani Energy Private Limited, BT Composites Limited and Wada
Industrial Estate Limited are interest free.
Note No. 8
As the Company does not have information as to which of its trade
payable is registered under The Micro, Small and Medium Enterprises
Development Act, 2006, no disclosure as required by the said Act is
given.
Note No. 9
During the year, the incumbent Company Secretary resigned. The Company
has made efforts to recruit the Company Secretary during the year. At
year end Company has issued appointment letter to a Company Secretary
who has accepted the appointment and expected to join shortly.
Note No. 10
Till the year ended 31st March 2011, the Company was using pre-revised
schedule VI to the Companies Act 1956, for preparation and presentation
of its financial statements. During the year ended 31st March 2012, the
Revised Schedule VI notified under the Companies Act 1956, has become
applicable to the Company. The Company has reclassified Previous year's
figures to confirm this year's classification. Except accounting for
dividend on investment subsidiaries, the adoption of revised Schedule
VI does not impact recognition and measurement principal followed for
preparation of financial Statements. However, it significantly impacts
presentation and disclosure made in the financial statements,
particularly presentation of balance sheet.
Mar 31, 2011
(Rs. In Lakhs)
Particulars As at As at
31/03/2011 31/03/2010
1 CONTINGENT LIABILITIES NOT PROVIDED FOR:
a) Claims against the Company not
acknowledged as debts in respect
of certain 5,187.20 1,484.24
Income Tax matters.
b) Corporate Guarantees given to Financial Institutions and Banks in
respect of loans 82,483.00 91,514.00 to Binani Cement Limited, Binani
Zinc Limited and Goa Glass Fibre Limited (all subsidiaries of the
Company) -
2 LOANS :
A SECURED
IFCI Ltd - Corporate Loan - Rs. 35,000 Lakhs (Previous Year Rs. Nil).
1) Exclusive pledge over 8,01,40,000 equity shares of Binani Cement
Ltd. held by the Company. 2) Post dated cheques issued for interest and
principal repayment.
B UNSECURED
Short Term Loans from Banks
Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil
(Previous Year Rs. 5,000 Lakhs).
Post dated cheques for repayment of Principal were issued in previous
year.
Indian Overseas Bank - Short Term Corporate Loan - Outstanding Rs.
15,000 Lakhs (Previous Year Rs. Nil).
Post dated cheques for repayment of Principal are issued.
Short Term Loans from Subsidiaries
Binani Cement Ltd - Outstanding Rs. 5,500 Lakhs (Previous Year Rs.
9,032.42 Lakhs) repayable on call basis.
Loans from Others
Syndicate Bank - Corporate Loan - Outstanding Rs. 10,000 Lakhs
(Previous Year Rs Nil)
3 MANAGEMENT SERVICES FEES : Since 1st April 2008, the Company is
providing corporate support services related to Accounting, Finance,
Treasury, Forex / Commodity Risk Management, Purchases , Audit,
Taxation, Corporate Strategy, Media Services, Project Management etc.
to its subsidiaries namely Binani Cement Limited, Binani Zinc Limited
and Goa Glass Fibre Limited on payment of monthly Management Service
Fees by the subsidiaries.
4 Interest and Financial charges for the year include Rs.38.60 Lakhs
(Previous Year Rs.527.52 Lakhs) allocated by Binani Cement Limited
(BCL) and Rs. Nil (Previous Year Rs.26.01 Lakhs) allocated by Goa Glass
Fibre Limited (GGFL) and are net of interest allocated to GGFL Rs Nil
(Previous Year Rs.40.60 Lakhs). Allocation of interest is done on the
basis of daily balances in respective Current Accounts. The interest
also includes Rs. 30.00 Lakhs (Previous Year Rs. Nil) paid to Binani
Cement Ltd. on inter corporate deposits recieved from that Company.
Besides, interest of Rs. 67.64 Lakhs recieved from GGFL during the year
on the basis of daily balances on its current account has been credited
to interest income. Both BCL and GGFL are subsidiaries of the Company.
5 Deferred tax asset in respect of unabsorbed depreciation and
business loss has been recognised to the extent of deferred tax
liability as there is virtual certainty that these would be available
as set off in future years on reversal of deferred tax liability
representing depreciation.
6 During the year, Binani Cement Limited has completed the Reverse
Book Building process for voluntary delisting of its Equity Shares in
terms of SEBI (Delisting of Equity Shares), Regulations, 2009. Final
Application for Delisting of Equity Shares has been fled with Bombay
Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd.
(NSE). Approvals of the Exchanges are expected shortly.
With a view to provide exit opportunity to the public shareholders of
Binani Cement Limited under SEBI ( Delisting of Equity Shares),
Regulations, 2009, during the year the Company has purchased 47,358,222
number of shares of Binani Cement Limited from its public shareholders
at a price of Rs. 90.00 per share valuing Rs. 42,622.40 Lakhs.
7 As the Company does not have information as to which of its
creditors is registered under The Micro, Small and Medium Enterprises
Development Act, 2006, no disclosure as required by the said Act is
given.
b) Provision towards liability for Leave Encashment is made on the
basis of actuarial valuation as per Accounting Standard 15 (Revised).
Actuarial value of liability as on 31.03.2011 is Rs.81.65 Lakhs (
Previous Year Rs.33.11 Lakhs) based upon following assumptions.
Discount Rate 8.25%
Salary Escalation 4.00%
8 Previous years figures have been regrouped / reclassified wherever
necessary.
Mar 31, 2010
CONTINGENT LIABILITY
These, if any, are disclosed in the notes on accounts. Provision is
made in the accounts if it becomes probable that an out flow of
resources embodying economic benefits will be required to settle the
obligation.
(Rs. in Lakhs)
As at As at
31st March, 2010 31st March, 2009
1 Contingent liabilities not provided for:-
a) Claims against the Company not acknowledged as debts in
respect of certain Income
Tax matters 1,484.24 1,477.16
b) Corporate guarantees given to
Financial Institutions and Banks
in respect of loans to Binani
Cement Limited, Binani Zinc
Limited, Goa Glass Fibre Limited
and BT Composites Limited
(subsidiaries of the Company) 91,514.00 97,424.04
2 The estimated amounts of
contracts and commitments remaining
to be executed on capital account
and not provided for (net of
advances). -- 2.03
3 Unsecured Loan -
Punjab National Bank --Short Term Corporate Loan - Rs. 5,000 Lakhs
(Previous Year Rs. Nil) Post dated cheques for repayment of Principal
are issued.
4 During the year 42,00,000/- Zero Coupon Convertible Preference Shares
of Rs 100/- each fully paid up of Goa Glass Fibre Ltd were converted to
4,20,00,000/- Equity Shares of Rs 10 each fully paid up.
5 With effect from 1st April 2008, the Company has started providing
corporate support services related to Accounting, Finance, Treasury,
Forex/ Commodity Risk Management , Purchases , Audit, Taxation,
Corporate Strategy, Media Services, Project Management etc. to its
subsidiaries namely Binani Cement Limited, Binani Zinc Limited and Goa
Glass Fibre Limited on payment of monthly Management Service Fees by
the subsidiaries.
6 Miscellaneous Expenses under Schedule-12 include Donation of Rs. Nil
(Previous Year Rs.25 Lakhs)
7 Interest and Financial charges for the year include Rs.527.52 Lakhs
(Previous Year Rs.473.83 Lakhs) allocated by Binani Cement Limited (BCL
)and Rs.26 Lakhs (Previous Year Rs.226.65 Lakhs) allocated by Goa Glass
Fibre Limited. (GGFL ) are net of Rs.40.60 Lakhs (Previous Year Rs.
Nil) allocated to GGFL by the Company. Both BCL & GGFL are subsidiaries
of the company . Allocation of interest is done on the basis of daily
balances in respective Current Accounts.
8 Deferred tax asset in respect of unabsorbed depreciation and
business loss has been recognised to the extent of deferred tax
liability as there is virtual certainty that these would be available
as set off in future years on reversal of deferred tax liability
representing depreciation.
9 As the company does not have information as to which of its
creditors is registered under The Micro, Small and Medium Enterprises
Development Act, 2006, no disclosure as required by the said Act is
given.
10 Provident Fund managed by a Trust set up by the Company.
Pending the issuance of the Guidance Note from the Acturial Society of
India, the Company has not obtained actuarial valuation of the
Provident Fund liability. In veiw of this, the Compnay has expensed out
the contribution made during the year amounting to Rs.75.11 Lakhs and
deficit if any arising out of acturial valuation, shall be recognised
as expense when acturial valuation is obtained.
11 Previous YearÃs figures have been regrouped / reclassified wherever
necessary.
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