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Binani Cement Limited (A subsidiary of Binani Industries Limited)

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BOARD OF DIRECTORSMr. Braj Binani – Chairman Mrs. Nidhi Singhania Mr. V. Subramanian Mr. Ramakrishna Moogimane Mr. P. Acharya - Wholetime Director – upto 15th July 2013 Mr. T.R.C.NairMiss Shradha Binani – effective 5th August, 2012 Mr. S.Sridhar – effective 5th August, 2012

AUDIT COMMITTEE Mr. Ramakrishna Moogimane Mr. V. Subramanian Mr. T.R.C. Nair

EXECUTIVE DIRECTOR & CFO – GROUP CONTROL ACCOUNTS (Nominated by Holding Company) Mr. R. Venkiteswaran

COMPANY SECRETARY Mr. Atul P. Falgunia

AUDITORS M/s. Kanu Doshi Associates

TERM LENDERS & BANKERS Bank of BarodaCentral Bank of IndiaCanara Bank Dena BankIndian Overseas BankIDBI Bank LimitedJammu & Kashmir Bank Limited Oriental Bank of Commerce Punjab National Bank State Bank of PatialaState Bank of Bikaner & Jaipur Syndicate Bank State Bank of India Unicredit Bank AGUnion Bank of IndiaUnited Bank of IndiaYes Bank Limited

REGISTRAR & SHARE TRANSFER AGENTS M/s Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (w) Mumbai - 400 078.

REGISTERED OFFICE601, Axis Mall, C Block, Action Area-1,New Town, Rajarhat, Kolkata-700 156.

CORPORATE & MUMBAI OFFICEMercantile Chambers, 12, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001.

PLANT LOCATIONS

1. Binani Cement Limited Binanigram, Pindwara, Sirohi, Rajasthan – 307031.

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

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

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

MARKETING OFFICES1. 705-706, Sakar II, Ellisbridge, Ahmedabad – 380 006

2. 231,233,235, Ansal Chambers – II, 6, Bhikaji Cama Place, Delhi – 110 066

3. Miracle, 22, Shubham Enclave Parivahan Marg, C Scheme, Jaipur – 302 001

4. Flat no. 2&3, Jeet Apartments, Airport Road, Ratanada, Jodhpur – 342001

5. B-211, Second Floor, Pacific Business Park, Plot No. 37/1, Site IV, Sahibabad, Ghaziabad - 201010 (U.P.)

6. 401, Krishna Building, 4th Floor, 224-A, A.J.C. Bose Road, Kolkata -700 017.

7. Feltham House, 1st Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai – 400 001.

CONTENTS Page

Notice for the 17th Annual General Meeting 2-5

Directors’ Report, Management Discussion & Analysis Report 6-14

Corporate Governance Report 15-22

Auditors Report on Standalone Financial Statements 23-25

Standalone Financial Statements 26-58

Auditors Report on Consolidated Financial Statements 59

Consolidated Financial Statements 60-91

Abstract of Financial Statements of Subsidiaries 92

Green Initiative 93-94

Proxy Form & Attendance Slip for 17th Annual General Meeting 95


annual report 2012-13

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Notice is hereby given that the 17th Annual General Meeting of the Members of the Company will be held on Saturday, 28th September, 2013 at 2.15 p.m or immediately after the conclusion of the 13th Annual General Meeting of Binani Zinc Limited if the meeting concludes after 2.15 p.m., at Kala Mandir, 48, Shakespeare Sarani, Kolkata -700 017, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2013 and the Statement of Profit & Loss for the year ended on that date together with the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Ramkrishna Moogimane, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mrs. Nidhi Singhania, who retires by rotation and being eligible, offers herself for reappointment.

4 To reappoint M/s Kanu Doshi Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and authorize the Board of Directors / Audit Committee to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass, with or without modification(s), the following, as an Ordinary Resolution

“RESOLVED THAT Miss Shradha Binani who was appointed as an Additional Director by the Board of Directors and who in terms of Section 260 of the Companies Act, 1956 read with Article 85, 85A and Article 89 of the Articles of Association of the Company, holds such office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice alongwith a deposit of ` 500 /- from a Member of the Company under Section 257 of the Companies Act, 1956 proposing Miss Shradha Binani’s candidature for the office of the Director, be and she is hereby appointed as a Director of the Company, liable to retire by rotation.”

6. To consider and if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution

“RESOLVED THAT Mr. S. Sridhar who was appointed as an Additional Director by the Board of Directors and who in terms of Section 260 of the Companies Act, 1956 read with Article 85, 85A and Article 89 of the Articles of Association of the Company, holds such office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice alongwith a deposit of ` 500 /- from a Member of the Company under Section

NOTICE TO SHAREHOLDERS

257 of the Companies Act, 1956, proposing Mr. S. Sridhar’s candidature for the office of the Director, be and he is hereby appointed as a Director of the Company, liable to retire by rotation.”

7. To consider, and if thought fit, to pass, with or without modification(s), the following Resolution, as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions, if any of the Companies Act, 1956 and Rules framed thereunder and subject to such approvals and permissions as may be necessary, the Articles of Association of the Company be altered as under by inserting the following new Articles/Sub-Articles:

a. Article 67A after existing Article 67

“For the purpose of quorum at any General Meeting participation by Members in General Meeting through video conferencing or through any other electronic or such other media as permitted by applicable laws from time to time, shall be considered as valid.”

b. Article 76 (3) after Article 76(2)

“The voting in a General Meeting or by Postal Ballots shall also include electronic voting as permitted by the applicable laws from time to time.”

c. Article 111A after existing Article 111

“For the purpose of quorum, participation by Directors at any Board Meeting or Committee Meeting through video conferencing or through any other electronic or other media, as permitted by applicable laws from time to time, shall be considered as valid.”

d. sub-Article 161 (3) after existing Article 161 (2)

“Notwithstanding anything contrary contained in the Articles of Association, the Company may send any communication including Notice of General Meeting, Annual Reports to any person by electronic mode, as may be permitted under the law.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and it is hereby authorized to take all such steps, as may be necessary to give effect to this Resolution.”

By Order of the Board For Binani Cement Limited

Atul P. Falgunia Company Secretary

Place : Mumbai Date : 27th July, 2013


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NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The proxy form in order to be effective should be duly stamped, signed and completed in all respects and must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting.

3. No person shall be entitled to attend or vote at the meeting as a duly authorized representative of any body corporate which is a Member of the Company, unless a certified copy of the Resolution appointing him/her as duly authorized representative has been deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 23rd September, 2013 to Saturday , 28th September, 2013 (both days inclusive).

5. Those Members who have not encashed their Dividend Warrants for the Financial Year ended 31st March, 2007, 31st March, 2008 , 31st March, 2009, 31st March, 2010 and 31st March, 2011 may lodge a claim with the Company failing which the balance will be transferred to the Investor Education and Protection Fund established by the Central Government on or before 07.08.2014, 04.08.2015, 07.08.2016, 06.08.2017 and 06.08.2018 respectively. After the above dates, the Members are not entitled to claim the amount pursuant to the existing provisions of Section 205 C (2) of the Companies Act, 1956.

6. A brief profile in respect of the Directors proposed to be reappointed under item nos. 2 and 3 of the Notice is annexed hereto and forms part of this Notice.

7. Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of item nos. 5, 6 and 7 of the Notice alongwith a brief write up about the Director proposed to be appointed are also annexed hereto.

8. The documents, as required under the provisions of the Companies Act, 1956, will be available for inspection during working hours from 11.00 a.m. to 1.00 p.m. at the Registered Office of the Company on any working day except Saturdays and Sundays upto the date of the Annual General Meeting.

9. The practice of distributing copies of Annual Reports at the Annual General Meeting has been discontinued as a measure of economy. Members are therefore, requested to bring their copy of the Annual Report and Attendance Slip duly completed to the Meeting.

10. The Ministry of Corporate Affairs, Government of India, vide Circular No. 17/2011 has allowed service of documents by e-mode as a part of Green initiative. Members are requested to register their e-mail addresses with the Company’s Registrar & Share Transfer Agents M/s. Link Intime India Pvt. Limited Unit: Binani Cement Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078 for the purpose of service of documents under Section 53 of the Companies Act, 1956

11. The Annual Accounts of the Company and all its subsidiaries, have also been posted on the Company’s website www.binani.com. Any Member may access the Company’s website for the Annual Accounts of the Company and its Subsidiaries and also available for inspection at the Registered Office and Corporate Office of the Company.

12. Members are requested to:

a) notify promptly any change in their address and send all correspondence relating to shares including requests for transfers, change of status, change of mandate, fresh mandate etc either to the Company at its Registered Office or to the Company’s Registrar and Share Transfer Agents M/s Link Intime Pvt. Limited. Unit: Binani Cement Limited, C-13 Pannalal Silk Mills Compound, L.B.S .Marg, Bhandup (W), Mumbai -400 071, Tel. No. 022-25946970 - Fax: 022-25946969 E-mail: [email protected]

b) notify the change in the address and change in the bank mandate to the concerned Depository Participants only if the shares are held in dematerialized form.

c) send their queries, if any, at least 15 days in advance of the meeting at the Company’s Registered Office so that information can be made available at the meeting.

d) fill in the Attendance Slip for attending the meeting and those who hold the shares in dematerialized form are requested to bring their client ID and DPID for identification of attendance at the meeting.

Explanatory Statement under Section 173 (2) of the Companies Act, 1956.

Item No. 5

Miss Shradha Binani was appointed as an Additional Director on the Board effective 5th August, 2012 at the Meeting of the Board of Directors held on 20th July, 2012. She holds office as Director upto the date of this Annual General Meeting. The Company has received a notice from a Member alongwith a deposit of ` 500/- proposing her appointment, as a Director of the Company.



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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 and is advising on the International operations of Glass Fibre business. She has, during her studies, undertaken keen interest in international marketing and has been associated with acquisition of 3B Fibreglass, Europe, the rebuild of furnace and expansion of capacity in Glassfibre business of the Group.

In addition to Binani Cement Limited, Miss Shradha Binani is also a Director of Binani Industries Limited and Alternate Director in Binani Metals Limited.

The Board believes that Miss Shradha Binani’s knowledge and valuable guidance would be beneficial to the Company. Therefore, your Directors recommend appointment of Miss Shradha Binani, as Director of the Company.

Except Mr. Braj Binani and Mrs Nidhi Singhania, none of the Directors is in any way concerned or interested in this Resolution.

Item No. 6

As part of the continous endeavor to broadbase the Board by inducting professionals from diverse field, Mr. S. Sridhar was appointed as an Additional Director on the Board effective 5th August, 2012 at the Meeting of the Board of Directors held on 20th July, 2012. He holds office as Director upto the date of this Annual General Meeting. The Company has received a notice from a Member alongwith a deposit of ` 500 /- proposing appointment of Mr. S. Sridhar, as a Director of the Company.

Mr. S. Sridhar, aged 62 years, holds degree from IIT, Delhi and did his Masters from Jamnalal Bajaj Institute of Management Studies, Mumbai. He is a banker with more than 38 years experience in Commercial and Development Banking of which 10 years has been at CEO/Board level. He had been the Chairman and Managing Director of Central Bank of India until May 2011 and also of National Housing Bank. He is widely acknowledged to be a innovative, market oriented banker and strategic thinker providing transformational leadership to the organizations he has worked. Mr. Sridhar has been a pioneer in championing the concept of affordable housing in India and contributed significantly to public policy formulation.

Mr. S. Sridhar is a Director on the Board of Directors of Strides Arcolab Limited, Ferro Alloys Corporation Limited, Development Credit Bank Limited, Sewa Grih Rin Private Limited, J.P. Morgan Mutual Fund India Private Limited and Incube Trustee Company Private Limited.

Mr. S. Sridhar’s knowledge, expertise and valuable guidance could be of immense benefit to the Company. Hence, your Directors recommend appointment of Mr. S. Sridhar as Director of the Company.

Except for Mr. S. Sridhar, none of the Directors is in any way concerned or interested in this Resolution.

Item No. 7

The Ministry of Corporate Affairs (MCA) vide Circular No. 27/2011 and 28/2011 dated 20th May, 2011 and Circular No. 35/2011 dated 6th June, 2011 permitted Companies to hold Board Meetings and Shareholders’ Meeting through Video Conference facility. However, participating through Video Conference facility at Shareholders Meeting is currently optional.

Further, MCA vide Circular No. 17/2011 dated 21st April, 2011 allowed Companies to service of documents such as Notices/other communications as required under Section 53 of the Companies Act, 1956 through electronic mode provided that Company has obtained e.mail addresses of its Members by giving advance opportunity to shareholders to register their e.mail address.

To implement the above, alteration It is proposed to the Articles of Association by inserting enabling provisions as set out in Special Resolution under Item no. 7.

In terms of Section 31 of the Companies Act, 1956 approval of the Members by way of Special Resolution is necessary to alter the Articles of Association of the Company.

The Directors recommend the passing of the Special Resolution.

None of the Directors is concerned or interested in the Resolution.

The Articles of Association of the Company, incorporating the proposed alteration will be available for inspection by the Members of the Company during working hours from 11.00 a.m to 1.00 p.m at the Registered Office of the Company on any working day except Saturdays and Sundays upto the date of this Meeting.


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PROFILE OF THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 2 and 3 OF THE NOTICE DATED 23rd APRIL, 2013

Name of the Director Mr. Ramkrishna Moogimane Mrs. Nidhi Singhania

Date of Birth 69 29

Date of appointment on the Board as Director 23rd October, 2008 23rd April, 2009

Expertise in specific functional areas Financial Consultant/Advisor Coordination in International Operations of Group

Qualification M.A, LLB. B.A with specialisation in Economics

Number of Equity shares held in the Company by the Director or for other persons on a beneficial basis

Nil Nil

List of outside Directorships held St. Gobain Securit India Limited Summit Securities Limited

Binani Industries LimitedBinani Metals Limited

Chairman/Member of the Committees of Board of Directors of the Company

Chairman – Audit Committee Member – Remuneration CommitteeMember – Investor Relations Committee Member – Finance Committee

Nil

Chairman/Member of the Committees of Board of Directors of other Companies in which he is a Director

Chairman – Audit Committee in St. Gobain Securit India Limited Member – Remuneration Committee in St. Gobain Securit India Limited

Nil

By Order of the Board For Binani Cement Limited

Place : Mumbai Atul P. FalguniaDate : 27th July, 2013 Company Secretary



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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Seventeenth Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2013 are summarised below : (` in Lakhs)

Particulars 31st March,

2013

31st March, 2012

Total Revenue 228,018 205,668Profit before Depreciation, Interest, Taxation and Exceptional Items. 47,133 33,060Provision for Depreciation 10,543 10,355Interest and Financial Charges 21,090 16,140Profit/(Loss) before Tax & Exceptional items 15,500 6,565Exceptional Items - 1,250Provision for Tax 3,518 475Profit after Tax 11,982 4,840Balance of Profit brought forward from previous year

34,312 28,710

Surplus available for appropriation 46,294 33,550Appropriations:Transfer from Debenture Redemption Reserve 438 762Balance carried forward to Balance Sheet 46,732 34,312

OPERATIONS OVERVIEW

During the year under review, the Company’s performance has improved in terms of volume as well as turnover and profitability. The Company has achieved highest ever production of 56.56 lakhs MT and sold 56.81 lakhs MT of cement as against 55.84 lakhs MT and 56.12 lakhs MT respectively in the previous year.

Operating Income increased from ` 202,781 lakhs to ` 221,694 lakhs i.e. by 9.33%, which is mainly because of higher sales volume and prices.

Despite higher cost of inputs and logistics, Company’s Profit after Tax improved to ` 11,982 lakhs mainly due to higher realizations and lower fuel costs, as against ̀ 4,840 lakhs in the previous year.

The Cement Production and Power Generation details are as under:-

Production 2012-13 2011-12Cement (Lakhs MT) 56.56 55.84Power Generation (net) - Lakhs kWh 3520.47 3281.65

DIVIDEND

Even though the Company has earned good Profits after tax, with a view to conserve resources for growth of the business , the Directors have not recommended dividend for the financial year ended 31st March, 2013.

INVESTMENTS IN SUBSIDIARIES

During the year under review, with a view to provide back up support to the operating subsidiaries overseas, the Company has further invested ` 1,025 lakhs in its subsidiary Murari Holdings Limited by providing capital support for meeting its long term obligations. Further, an aggregate amount of ` 17,906 lakhs granted to Murari Holdings Limited and Mukundan Holdings Limited as loans, was converted into Preference Shares which were allotted in April, 2013.

During the year under review, the Company has invested ̀ 255 lakhs in Share Capital of Binani Ready Mix Concrete Limited (BRMC).

OUTLOOK

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

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 Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies and also the step down Subsidiaries are disclosed in this Annual Report in compliance with the said Circular. The Annual Accounts of the Subsidiary Companies are available to any Member of the Company and 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.

PERFORMANCE OF SUBSIDIARIES

Binani Energy Private Limited : During the year under review, the Company has acquired all the shares of Binani Energy Private Limited (BEPL) to make it a wholly owned subsidiary of the Company. Presently no activities are being carried out in the said Company. It has proposed to acquire power assets in the near future through Scheme of Arrangement. BEPL incurred a loss of ` 0.23 lakhs for the year 2012-13.

Binani Ready Mix Concrete Limited: Binani Ready Mix Concrete Limited (BRMC) has achieved a turnover of ` 2,333 lakhs but due to higher costs the operations resulted in loss of ` 343 lakhs. Considering the liquidity constraints and the fact that


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additional investments would not yield results, the Directors of the Company have considered prudent to discontinue operations of RMC business for the time being and to review re-entry into RMC business at an appropriate time.

Swiss Infrastructure Limited & Merit Plaza Limited : Swiss Infrastructure Limited and Merit Plaza Limited have reported loss of ` 1.08 lakhs and ` 0.36 lakhs respectively for the year ended 31st March, 2013.

Overseas Holding Subsidiaries : Krishna Holdings Pte Limited, incorporated in Singapore, earned a profit of ` 224 lakhs after tax while Mukundan Holdings Limited (BVI) incurred a loss of ` 656 lakhs. Similarly Murari Holdings Limited (BVI) incurred a loss of ` 499 lakhs and Bhumi Resources (Singapore) Pte Limited earned a profit of ` 122 lakhs after tax.

Overseas Operating Subsidiaries : Shandong Binani Rongon Cement Company Limited (SBRCC), China achieved a turnover of ` 35,600 lakhs and incurred a loss of ` 3,600 lakhs due to higher cost and low realizations. Further, Binani Cement Factory LLC incorporated in United Arab Emirates (BCF LLC) achieved a lower turnover of ` 7,553 lakhs. However, due to lower capacity utilization, lack of demand, higher cost and low price realization, it incurred loss of ` 4,219 lakhs during the year 2012-13.

A Statement showing the details in respect of all the subsidiary companies along with their brief results are given in the Statement under Section 212 (8) as annexed to the Annual Report.

EXIT OFFER OF SHARES

The Exit Offer which opened on 30th May, 2011 closed after expiry of one year on 29th May, 2012. At the end of the Offer on 29th May, 2012, the Promoters’ Shareholding has increased to 98.43%.

PRIVATELY PLACED NON-CONVERTIBLE DEBENTURES

The Company had during the year fully redeemed the privately placed Non-Convertible Debentures issued to Axis Bank Limited Hence, the Debentures which were listed on Bombay Stock Exchange have been delisted after 31st December, 2012.

SHIFTING OF REGISTERED OFFICE

The Company had taken an approval of the Members through Special Resolution by Postal Ballot for shifting the Registered Office of the Company from the State of West Bengal to State of Rajasthan. The Company had filed a petition before the Regional Director, Eastern Region which has been withdrawn later.

The Company has now shifted its Registered Office from 37/2, Chinar Park, New Town, Rajarhat Main Road, Kolkata -700 157 to 601, Axis Mall, C Block, Action Area -1, New Town, Rajarhat, Kolkata -700 156 with effect from 19th June, 2013.

SCHEME FOR TRANSFER OF POWER UNDERTAKING

With a view to give thrust to the Power Business, as a part of the business strategy of the Group, the Directors of the Company have proposed the transfer of Power Undertaking of

the Company to its wholly owned subsidiary M/s Binani Energy Private Limited (BEPL) with the Appointed Date of 1st April, 2013. The Transfer of Assets and Liabilities shall be at the book value for a consideration amount of ` 11,362.62 lakhs which is based on Valuation Report of the Auditors. The Company has initiated the process to file the Scheme with the High Court at Kolkata in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company’s shares have been delisted with effect from 23rd May, 2011 and as such the Company is not required to give a Management Discussion and Analysis Report. However, the Company has, as a measure of good corporate practice, annexed the Management Discussion and Analysis to this Report.

CORPORATE GOVERNANCE

Your Company is committed to adopt the good Corporate Governance practices. The Company’s Equity Shares have been delisted from the Stock Exchange and as such is not required to submit Corporate Governance Report. However, a separate section on voluntary compliance of Corporate Governance together with a certificate from the Practising Company Secretary, M/s. Uma Lodha & Company confirming compliance is set out in the Annexure, forming part of this Report.

BOARD OF DIRECTORS

In accordance with Article 100 of the Articles of Association of the Company, Mr. Ramkrishna Moogimane and Mrs. Nidhi Singhania, retire by rotation and being eligible, offer themselves for reappointment.

During the year under review, Miss Shradha Binani and Mr. S. Sridhar were appointed as Additional Directors on the Board effective from 5th August, 2012. They hold office as Additional Directors upto the date of the ensuing Annual General Meeting. The Company has received a Notice from a Shareholder alongwith a deposit of ̀ 500 /- each proposing the appointment of Miss Shradha Binani and Mr. S. Sridhar, as Directors at the ensuing 17th Annual General Meeting. The Board recommends appointment/reappointment of the above Directors’.

Mr. P. Acharya, Whole-time Director has resigned as Director of the Company with effect from 15th July, 2013. The Directors wish to place on record their appreciation for the significant and valuable contribution made by Mr. P. Acharya during his tenure as Whole-time Director.

AUDITORS

M/s Kanu Doshi Associates, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The retiring Auditors have given their consent for re-appointment. The Company has received a certificate under Section 224(1) of the Companies Act, 1956 from the Auditors that their reappointment, if made, will be in accordance with the limits as specified as



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per Section 224(1) of the Companies Act, 1956. The Directors recommend their reappointment.

AUDITORS’ OBSERVATIONS

There are no qualifications in the Auditors Report on standalone and consolidated financial statements and hence need no explanations.

COST AUDIT

The Cost Audit Report for Audit of Cost Accounts of the Company relating to Cement for the plants at Binanigram and Neem Ka Thana for the year ended 31st March, 2013 will be filed with the Ministry of Corporate Affairs, Government of India after approval by the Board. Approval of the Central Government for the reappointment of M/s K. G. Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the year 2013-14 has been obtained.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in compliance with the Accounting Standard(AS) 21 issued by the Institute of Chartered Accountants of India. With a view to bridge the gap between the different accounting periods of the Holding Company and the overseas subsidiaries and step down subsidiaries whose accounting year /first accounting period ended 31st December, 2012, the consolidation of their financial statements has been done for the year/period ended 31st March, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2013 , the 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 no. 24 to the standalone financial statements have been selected, consistently applied and prudent judgments and estimates have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Profit of the Company for the year ended on that date;

c) proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies

Act, 1956 has been taken so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT 1956

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo

Statement of particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding conservation of energy, technological absorption, foreign exchange earnings and outgo are provided in the Annexure and form part of this Report.

Particulars of Employees

The statement of particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the assistance, continued co-operation and support received from the Holding Company, Government of India, the State Governments, Financial Institutions, Banks, Valued Customers, Dealers, Distributors, Market Organisers, Suppliers, Contractors and all Stakeholders who have directly or indirectly contributed in the growth of your Company.

Your Directors also take this opportunity to appreciate the committed and dedicated services of the Executives, Staff and Workers at all levels.

For and on behalf of the Board For Binani Cement Limited

Braj Binani Chairman Place : MumbaiDate : 27th July, 2013


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ANNEXURE TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013.PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

[A] CONSERVATION OF ENERGY

a) Energy conservation measures taken

Cement Plant - Binanigram 1. Installed slip power recovery system in Calciner

string fan of Kiln2. 2. Optimized the Kiln string fan speed of Kiln 2 after

installation of analyzer in both calciner outlets. 3. Replacement of 04 nos. Cooler fans of 315kW

motors with 250 kW energy efficient motors thereby reducing fixed losses.

4. Facilitate connectivity of RM2 to CF Silo 1 to avoid production loss of Kiln 1 in want to raw meal and vice versa of CF Silo 1 to RM2.

5. Optimized performance of some critical jet pulse filters for lowering differential pressure thereby saving in power consumption and improved bags life.

6. Installed solar water heater in plant canteen and colony mess.

7. Replacement of conventional sodium vapor well glass type lights with LED type lights in Unit 1 Preheater (60 no’s)

8. Replaced 11 kW motor to low rating 7.5 kW motor in RM 2 Reclaimer belt 332BC1 magnetic separator.

9. Lighting transformer of CM4 area lighting also used for CM3 lighting.

10. Facilities of connectivity of transformer (TR#3) of CPP3 with main Incomer substation (MISS 1) during stoppage of CPP1 thereby saving in T& D losses.

Cement Plant – Neem ka Thana 1. Optimized JPFs fan (06 no’s) flow by changing size

of pulley. 2. Idle running of JPFs (411FN5, 411FN6) are avoided

by providing interlocking with respective drives. 3. Facility provided delta to star in low loading motors

(04 no’s drives) 4. Spare transformer breaker was continuously

charged to avoid moisture problem and consumed No load power. Now charging optimized weekly basis with 8 hrs.

5. Installed Variable Frequency Drive (VFD) on Mill ESP fan, Separator vent fan and wagon tippler JPF fan and now controlling by VFD in place of damper.

6. Modification in lighting distribution and switching system in packing house and fly ash system area.

7. Replaced 150 Watt HPSV lamps with 56 watt T5 CFL lamps (10 nos).

Thermal Power Plant 1. Installation of Modified design discharge chutes of

CHP primary & secondary screen out to improve the CHP feeding rate & to avoid the coal jamming.

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy.

Cement Plant – Binanigram 1. Installation of high flame momentum burner in

Kiln 1 to utilize more pet coke and low rating firing blower and LT motor.

2. Installation of slip power recovery system in Kiln string fan of Kiln 2.

3. Installation of Waste heat recovery system in both kilns cooler to utilize waste heat.

4. Installation of additional membrane bags with modification in modules to optimize the running of reverse air fan of bag house of unit 2.

5. Upgradation of existing energy management system incorporating more metering facility, Indication and switching features of isolated HT capacitors banks.

6. Provision of enhancement of mining operations by procuring high capacity machines.

7. Provision of energy saving LED lights in plant area.

8. Implementation of ISO 50001 (Energy Management System)

9. Replacement of 2 nos Cooler fans motor with energy efficient motors.

10. Provision of interchange of grid resistance circuit of CM3 with CM4.

Thermal Power plant 1. Installation of VFD for CEP pumps in CPP. 2. Installation of sonic soot blower at Super Heater

of Unit 2 & 3. Measures to improve efficiency 1. Installed Refracta constables and bricks at kiln

outlet tip and adjacent 1.2 mtr bricks to enhance refractory life in Kiln1.

2. Automation of Physical laboratory for effective and better control of variation in parameters.

3. Modified grinding media pattern to improve 1 day compressive strength in PPC Cement.

4. Automation of shell cooling fans of both kiln interlocking provided with burning zone shell temperature to enhance refractory life and avoid unnecessary running of fans.



10

5. Application of tube coating materials in boiler -2 & 3, to improve the life of tubes and to avoid the Pressure parts failures. Hence, avoiding the boiler stoppage /breakdown.

c) Impact of the measures at a) and b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

Cement Plant : Due to various energy conservation measures, there was saving in power consumption.

Thermal Power Plant : Due to various energy conservations measures, there was saving in the internal consumption and boiler heat rate.

d) Total energy consumption and Energy consumption per unit of Production:

Please refer Form A attached.

[B] TECHNOLOGY ABSORPTION

a. TECHNOLOGY ABSORPTION – ADAPTATION AND INNOVATION

Not Applicable

b. TECHNOLOGY ABSORPTION – RESEARCH & DEVELOPMENT

Not Applicable

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plan.

The Company has not exported clinker or cement during the year since the prices in the domestic market are more remunerative. The Company will however explore the possibilities of exporting in future, if the price becomes more remunerative in overseas market.

2. Foreign Exchange Earned and Used (` in Lakhs)

a. Foreign Exchange Earnings Nil

b. Foreign Currency Outgo *

Loan Repayment 764.81

Coal 12,385.72

Stores & Spares 1,787.05

Interest 380.24

Other Expenses 51.60

Capital Expenditure 341.33

* Excl. Investment in overseas subsidiaries.

Statement of Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, for the Financial Year 2012-13Name Age

(Yrs)Designation /

Nature of DutiesRemuneration (`

Lakhs)Qualifications Experience

(Years)Date of

commencement of Employment

Previous Employment

Mr. P. Acharya 61 Senior Executive Director & Wholetime

Director

140.15 B.E.(Mech.) & MBA 34 17.11.2008 Executive Director M/s Dalmia Cement (Bharat)

Ltd.

Mr. R.S. Joshi 58 President (Corporate Affairs)

90.81 M.A. (Economics) 36 10.10.2005 Vice President (Commercial) M/s Grasim Industries Ltd.

Mr. Darshan Lal 54 President-Tech. (Cement Group)

92.27 B.E.(Chemical) 31 18.01.1996 Manager (Process) M/s. Chittor Cement Works Ltd.

Mr. R.P. Sharma 55 President (Works) 70.31 B.TECH.(Chemical Engg.) & PGDMM

32 30.11.2011 Vice President M/s Ambuja Cements Ltd.

Mr. Bhadresh Khara 49 Executive Vice President

(Marketing)

65.08 B.E. (Civil) 27 15.01.1997 Dy. Manager (Marketing)Gujarat Ambuja Cement Ltd.

Note :

1. Remuneration includes salary and allowances, medical benefits, leave travel assistance and perquisities

2. The appointment of Mr. P. Acharya is contractual and he is not related to the Promoters /Directors.

ANNEXURE B


11

FORM A

CONSERVATION OF ENERGY Total Energy Consumption and Energy Consumption per Unit of Production.

For theyear ended

31st March, 2013

For theyear ended

31st March, 2012A Power & Fuel Consumption1 Electricity

a Purchased (Grid / Energy Exchange)Unit (KWh) 83829774 102514704Total Cost (` Lakhs) 4586.04 5183.30Cost/Unit ` 5.47 5.06

b Own GenerationUnit (KWh) 352046583 328165047Cost of HSD / LDO Consumed (` Lakhs) 138.68 80.76Cost of Coal Consumed (` Lakhs) 4646.45 8299.02Cost of Lignite Consumed (` Lakhs) 1077.91 182.48 Cost of Pet Coke Consumed (` Lakhs) 7172.02 4865.21Cost of Fuel Consumed (Coal, Lignite,HSD/LDO) (` Lakhs) 13035.06 13427.47Cost/Unit ` 3.70 4.09

2 Fuel Consumptiona Coal-Imported (Steam Non-coking)

(Used in Kiln for Clinker Production)Quantity (M.T.) 414466 444402Total Cost (` Lakhs) 28213.98 33438.23Cost/Unit ` 6807.31 7524.32

b Pet Coke (Used in Kiln for Clinker Production)Quantity (M.T.) 106070 83965Total Cost (` Lakhs) 7417.07 6186.65Cost/Unit ` 6992.62 7368.13

c Alternative Fuel - (Used in Kiln for Clinker Production)Quantity (M.T.) 10345 16001Total Cost (` Lakhs) 270.62 381.71Cost/Unit ` 2615.89 2385.51

d Lignite - (Used in Captive Power Plant)Quantity (M.T.) 41,144.20 7,383.90 Total Cost (` Lakhs) 1,077.91 182.48 Cost/Unit ` 2,619.84 2,471.38

e Coal-Imported (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) 84954 108591Total Cost (` Lakhs) 4646.45 6954.35Cost/Unit ` 5469.37 6404.16

f Coal-Indigenous (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) - 34,013 Total Cost (` Lakhs) - 1,344.68 Cost/Unit ` - 3,953.38

g Pet Coke - (Used in Captive Power Plant)Quantity (M.T.) 102,296.00 64,575.00 Total Cost (` Lakhs) 7,172.02 4,865.21 Cost/Unit ` 7,011.04 7,534.20

3 a HSD / LDO - (Used in Kiln for Clinker Production)Quantity (Litre) 436248 442874Total Cost (` Lakhs) 183.41 167.26Average Rate ` 42.04 37.77

b HSD / LDO - (Used in Captive Power Plant)Quantity (Litre) 314320 228861Total Cost (` Lakhs) 138.68 80.76Average Rate ` 44.12 35.29

B. Consumption per ton of Production Electricity (KWh/MT of Cement) Coal, Lignite, Pet Coke & Alternative Fuel

(Kg./MT of Clinker)HSD / LDO (Ltr./ Kg. of clinker)

2012-13 2011-12 2012-13 2011-12 2012-13 2011-1275.28 76.27 0.11 0.12 0.09 0.09

Form as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2013.



12

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW

Cement is part of the core Industry and plays a vital role in the growth and development of a nation. Presently, the industry is positioned second in world with 139 large cement plants and over 365 mini cement plants. 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 major steps 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’S PERFORMANCE

1. FINANCIAL PERFORMANCE

The financial performance for the year ended 31st March, 2013 is summarized below:

(` in Lakhs)

Particulars 31st March

2013 31st March

2012Total Revenue 2,28,018 2,05,668 Profit before Interest, Depreciation, Taxation and Exceptional items

47,133 33,060

Profit before Tax 15,500 5,315 Profit after Tax 11,982 4,840

2. OPERATIONS

Company’s growth story is continuing to move northwards,

leaving behind all previous highs. During the year, Company

registered Cement production of 56.56 lakhs MT as against

55.84 lakhs MT in the previous year. Share of blended Cement

production increased from 40.27% to 49.75% in current year.

0

10

4.77 6.43

20

30

40

50

60

PPC

OPC

03-04

17.25

15.97

14.49

8.64

11.85

16.94

17.54

22.24

21.08

22.48

28.14

12.43

12.64 25.38

30.57

33.50

33.36

28.42

04-05

05-06

06-07

07-08

Qty

. in

Lakh

s M

T

08-09

09-10

10-11

11-12

12-13

Year

Cement Production

Sale of Cement increased from 56.12 lakhs MT to 56.81 lakhs MT

registering growth of 1.23%.

0

10

20

30

40

50

60

03-04

21.91

22.38

23.43

24.06

29.61 42

.43 52.95

54.38

56.12

56.81

04-05

05-06

Qty

. in

Lakh

s M

T

06-07

07-08

08-09

09-10

10-11

11-12

12-13

Year

Cement Sales

After subdued performance in the last year, some improvement

in realisations was seen in the year 2012-13, Also, fuel costs

remained under control resulting in improved bottomline.

The Company registered Profit Before Tax of ` 15,500 lakhs

against ` 5,315 lakhs in the previous year.

4080040000

45000

0

5000

10000

15000

448 700

5807

15657

24484

15456

82275315

1550020000

25000

30000

35000

03-04

04-05

05-06

06-07

` i

n L

ak

hs

07-08

08-09

09-10

10-11

11-12

12-13

Year

Profit Before Tax (` in Lakhs)

In line with previous years, the Company has further reduced its

dependence on Grid Power.

Captive power plants generated 3,520.47 lakhs units (net) during

2012-13 against 3,281.65 lakhs units during 2011-12.


13

0

500

1000

15001505

253

270

502

575

910

1661

1021

750606

550

14451268

1314

1512

1876

2449

3057

3282

3520

2000

2500

3000

3500

4000Generated

Purchased

03-04

04-05

Lakh

s Kw

h

05-06

06-07

07-08

08-09

09-10

10-11

11-12

12-13

Year

Power Generated v/s Purchased

FUTURE OUTLOOK

Given the supply overhang, muted demand and high price volatility conditions, the Company plans to improve margins by changing its product mix by increasing share of Pozzolona Portland Cement(PPC) to Ordinary Portland Cement(OPC) and increase the volume by focusing on its primary markets where it has good brand equity. With all these steps, the Company is hopeful of fostering improved results in Financial Year 2013-14.

INTERNAL CONTROL SYSTEM

The Company has an appropriate internal control system for business processes, with regard to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations and risk management policy etc. Company monitors and controls all operating parameters on an ongoing basis. Regular internal audits and checks assure that responsibilities are executed effectively.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time.

OPPORTUNITIES/THREATS/RISKS/CONCERNS

Opportunities

The year 2012-13 was a challenging year for the Indian Economy when GDP growth pegged lowest in the decade which is estimated to remain around 5%. However, Government has taken various steps in recent past which should improve the demand scenario in the later part of the current year.

Threats, Risks and Concerns

Despite Government’s commitment to bring back the economy to high growth path, presently Cement Industry is passing

through over supply phase resulting in low capacity utilization and consequently pressures on prices. The situation is likely to remain in short term. Also higher inputs, logistics and power cost, high inflation and Interest rates are cause of concern in near term.

RECOGNITION AND AWARDS

During the year, the Company was bestowed with the following awards / recognitions in functional areas of quality and safety :

• Rajiv Gandhi National Quality Excellence – 2010 Commendation Certificate from Bureau of Indian Standards, New Delhi.

• Bhamashah Award from Department of Education, Government of Rajasthan.

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

SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT

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

1. Development of infrastructure – Existing Well Development, Farm Pond, Cattle Troughs, Roof Rain Water harvesting, irrigation facility creation through providing diesel pumps to group of beneficiaries.

2. Increase in Literacy / Awareness levels by imparting education to children and community - Assisting the villagers, including old-age residents and widows, for opening post office pension accounts under the Mahatma Gandhi National Rural Employment Guarantee Act (NREGA).

3. Poverty alleviation and sustaining livelihood through employment creation and skill development – Improved seed distribution, upliftment 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. New Improved Agriculture Technology provided to farmers.

4. Improvement of medical and health services – Regular awareness on health issues are provided through meetings and awareness camps.

5. Development and expansion of green cover in the surrounding area – Spreading awareness on Natural Resource Management and soil water conservation.



14

6. 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 finances.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employee Relationship have remained very cordial for last five years. The Company enjoys very healthy relationship with workmen and unions which is authenticated by zero man day loss due to Industrial Relations (IR) problem for five consecutive years. Mutual trust and mutual understanding are neatly blended in peaceful Industrial Relations (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. Needless to mention the Management has incorporated safety as one of the Key Result Areas for each and every employee.

The Company’s training programmes as per Training Need Identification (TNI) and on value-based teachings enhance competency and behavioural aspects levels among its people. The Human Resources has achieved four man-days training per employee during the year 2012-13.

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 organisation. The Company has been practicing “Best Employee of the Month” award to promote the innovative idea amidst employees to continuously improve and sustain parameter of Quality, Cost, Delivery, Innovation and Productivity (QCDIP)

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the company’s objective, estimates, projections, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations.

Your Company’s actual results, performance or achievements could differ materially form those expressed in or implied form such forward looking statements. Important factors that could influence the Company’s operations include input availability and prices, demand and pricing of finished products in the Company’s principal markets, changes in government regulations, tax laws, economic developments within the country and other incidental factors.


15

ANNEXURE TO DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2013

CORPORATE GOVERNANCE REPORT(The Company is not listed on any Stock Exchange and as such Clause 49 of the Listing Agreement is not applicable to it. The information provided hereunder by the Company is a part of good governance practice for the benefit of its shareholders.)

1. Company’s Philosophy

The Company has been committed to the principles of good corporate governance which is an integral part of good values, ethics and best business practices.

Corporate Governance at Braj Binani Group is a continuing process. The Group is committed to the adoption of good governance practices and their adherence in true spirit at all times. The Management endeavours the attainment of highest levels of transparency, accountability and enhanced Stakeholder Value over a sustained period of time through good corporate governance. The Company continuously strives to achieve excellence in corporate governance through its values –integrity, commitment, passion, seamlessness and speed.

2. Board of Directors

The Board of Directors along with the Committees provide guidance to the Management and directs and controls the performance of the Company. The Board provides strategic direction and ensures that interests of the stakeholders are served.

Presently, the Company’s Board comprises of Non-Executive Promoter Director as Chairman, 4 Independent Directors and 2 Non Executive Non-Independent Directors. The day-to-day affairs of the Company was managed by the Wholetime Director under the overall guidance of the Executive Vice Chairman and Managing Director of the Holding Company and subject to the superintendence and control of the Board of Directors of the Company.

The Board functions both as a full Board and through Committees. The Board of Directors and the Committees meet at regular intervals. There are 4 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders’/Investors’ Grievance Committee, Remuneration Committee and Finance Committee.

During the year ended 31st March 2013, 8 Board Meetings were held on the following dates viz. 21st April, 2012, 20th July, 2012, 24th July, 2012, 26th September, 2012, 29th October, 2012, 24th December, 2012, 29th January, 2013 and 12th March, 2013.

The composition of Directors, Attendance of each Director at the Meetings of the Board during the year and the last Annual General Meeting and Directorship held by them in other Public Companies (excluding Directorship in Private Companies, Foreign Companies, Companies under Section 25) are given below :

SINo.

Name of the Director Category of Directorship

No. of Board meeting attended

Attendance at last AGM

No. of other Director-ships

in Domestic Public

Companies

No. of Membership / Chairmanship * in other

Board Committee(s).

As Chairman As Member

1. Mr. Braj Binani, Chairman Non-IndependentNon-Executive

8 Yes 4 - -

2 Mr. V. Subramanian Independent Non-Executive Director

6 Yes 9 2 8

3 Mrs. Nidhi Singhania Non-Independent Non-Executive Director

1 No 2 - -

4 Mr. Ramkrishna Moogimane

Independent Non-Executive Director

7 No 1 1 -

5 Mr. M.K. Chattopadhyaya (Resigned w.e.f. 21.4.2012)

Non-Independent Non-Executive Director

1 Yes - - -



16

SINo.

Name of the Director Category of Directorship

No. of Board meeting attended

Attendance at last AGM

No. of other Director-ships

in Domestic Public

Companies

No. of Membership / Chairmanship * in other

Board Committee(s).

As Chairman As Member

6 Mr. P. Acharya (Resigned w.e.f. 15.7.2013)

Non-Independent Executive Director

8 Yes 1 - -

7 Mr. T.R.C. Nair Independent Non-Executive Director

7 Yes 7 - 7

8 Mr. S. Sridhar $ Independent Non-Executive Director

6 No 4 - -

9 Miss Shradha Binani $ Non-Independent Non-Executive Director

5 No 1 - -

*only Audit Committee and Shareholders’/Investors’ Grievance Committee are considered for the purpose.

$ Appointed as Additional Directors effective 5th August, 2012.

Material Transactions of Directors

The Company does not have any pecuniary relationship or transaction with any of the non-executive Directors except to the extent of sitting fee paid to them. Mr. V. Subramanian is Director in Binani Industries Limited, Holding Company (w.e.f. 20.11.2011), Binani Zinc Limited, Goa Glass Fibre Limited, Wada Industrial Estate Limited and BT Composites Limited which are fellow subsidiaries while Mr. T.R.C. Nair is a Director in Binani Zinc Limited, Goa Glass Fibre Limited and BT Composites Limited

Audit Committee

Audit Committee of the Board was constituted in the year 2000 and has been reconstituted from time to time. The Company has complied with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to the composition and terms of reference of the Audit Committee. The Committee comprised of three Independent Non-Executive Directors, one of whom is the Chairman.

The Audit Committee is responsible for the financial reporting and ensuring compliances with accounting standards and reviewing financial policies of the Company and to recommend the appointment of Statutory Auditors, Cost Auditors and Internal Auditors and fix their fees. The Committee examines in detail the reports of the Internal Auditors of the Company as well as those of the subsidiaries. The Committee reviews the risk management reports on a quarterly basis. The Committee also reviews the unaudited quarterly Financial Results and the audited annual Financial Results including that of Subsidiaries before submission to the Board.

The Audit Committee met 4(four) times during the year under review on 20th April, 2012, 19th July, 2012, 29th October, 2012 and 28th January, 2013. The Chairman of the Audit Committee could not attend the last Annual General Meeting but other Members of Audit Committee attended the same.

The names of the Directors who are members of the Audit Committee and their attendance at last AGM is given below.

Name of the Director No. of Meetings Attended Whether attended AGMMr. Ramakrishna Moogimane 3 NoMr. V. Subramanian 4 YesMr. M. K. Chattopadhyaya* 1 -Mr. T.R.C. Nair 3 Yes

* Ceased to be a Director effective 21st April, 2012 consequent upon his resignation as Director of the Company.

Mr. P. Acharya, Wholetime Director & Sr. Executive Director and Mr. R. Venkiteswaran – Executive Director and CFO Group Control Accounts attended all the meetings of the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are also invited to attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee. Besides the Executive Vice Chairman & Managing Director of Holding Company also attends the Meeting.


17

Shareholders’/Investors’ Relations Committee

The Shareholders’ / Investors’ Relations Committee comprises of 3 Independent Directors to ensure speedy disposal of the share transfer, Dematerialisation and Rematerialisation requests received by the Company. The Committee, apart from overseeing the Share Transfer and Dematerialisation and Rematerialisation work, also reviews various investor complaints.

During the year 2012-13, 61 Investor complaints were received mainly pertaining to the non-receipt of dividend, exit offer and delisting of shares. All the Investor complaints have been resolved to the satisfaction of the complainants. As on 31.3.2013 there were no complaints pending to be resolved.

The Committee met 4 times during the year. The attendance of Members in the said Committee is as under :-

Name of the Director No. of Meetings Attended

Mr. V. Subramanian 2

Mr. Ramkrishna Moogimane 3

Mr. T.R.C. Nair 4

Mr. Atul P. Falgunia, Company Secretary of the Company is the Compliance Officer.

Remuneration Committee

The Remuneration Committee has been constituted as required by Schedule XIII of the Companies Act, 1956 to recommend/review the remuneration package of the Wholetime Directors taking into account their qualification, experience, expertise, contribution and the prevailing levels of remuneration in peer Companies in the Industry.

The Remuneration Committee at present consists of 3 Independent Directors namely, Mr V. Subramanian, Mr. Ramkrishna Moogimane and Mr. T. R. C. Nair. No meeting of Remuneration Committee was held during the year.

Details of Remuneration paid to the Directors for the year ended 31st March, 2013

(i) Wholetime & Sr. Executive Director (` in Lakhs)

Name & Position Salary and Allowances

Perquisites Total

P. Acharya, Wholetime Director 85.30 54.85 140.15

The Wholetime Director and Sr. Executive Director was paid remuneration as decided by the Board of Directors / Remuneration Committee of the Company with the approval of Shareholders.

Non-Executive Directors

Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays ` 20,000 by way of Sitting Fees for Board Meeting and ` 10,000 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission to the Non Executive Independent Directors at the Extraordinary General Meeting held on 15th February, 2008. However no commission was paid to the Non Executive Independent Directors for the year 2012-13.

There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2012-13 other than the above.

Finance Committee

The Board has also constituted a Committee of Directors interalia delegating powers to avail various facilities including working capital facilities from bankers, issuance of Corporate Guarantees, Creation of Security in favour of the lenders and to deal in matters connected therewith. The Committee consisted of three Independent Directors viz, Mr. V. Subramanian and Mr. Ramkrishna Moogimane and Mr. T.R.C. Nair.

The Committee met 7 times during the year 2012-13.



18

Disclosures

a) There were no significant Related Party transactions of material nature during the year with the Promoters, Directors or the Management or their Subsidiaries or Relatives, etc, potentially conflicting with Company’s interest at large. Related Party transactions are disclosed in the Notes to Accounts forming part of this Annual Report.

b) There were no instance of non-compliance on any matter relating to the capital market when the shares were listed. There are no penalties or strictures imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority relating to the above.

The Company has not raised any funds through Public Issue or Rights Issue during the year. The Exit offer to the Shareholders of the Company by the Holding Company closed on 29th May, 2012. The Promoters are holding 98.43% of the Company’s paid up share capital as on 31.3.2013.

c) Mandatory Requirements : The Company has complied with all Mandatory requirements of the Clause 49 of the Listing Agreements with Stock Exchanges till it was listed on the Stock Exchanges.

Non-Mandatory requirements :

The Company has also adopted following Non-mandatory requirements:

The extent of Compliance is given below :

1. The Company has a Remuneration Committee. The details of the same have already been given elsewhere in the Report.

2. There are no audit qualifications in the Auditors’ Report on the Financial Statements for the Financial Year ended 31st March, 2013.

The Company will attempt to adopt other Non-mandatory requirements, as and when feasible.

d) Details of information in respect of the Directors proposed to be appointed/re-appointed: A brief Profile of the Directors proposed to be appointed/re-appointed forms part of the Notice convening the 17th Annual General Meeting .

e) Code of Conduct for prevention of Insider Trading:

The Company has adopted and implemented a Code of Conduct for prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. The Code prohibits purchase / sale of securities of the Company by Insider including Directors, Designated employees etc., while in possession of unpublished price sensitive information.

f) Code of Conduct for Directors and Senior Management Personnel:

The Company has framed and implemented Code of Conduct for its Directors and Senior Management Personnel. The Code of Conduct has also been posted on the Company’s website www.binani.com Affirmation on compliance of Code of Conduct for the financial year 2012-13 has been received from all the Directors and Senior Management Personnel of the Company.

g) Disclosures of Accounting Treatment, wherever applicable, have been made in the Audited Financial Statements for the year ended 31.03.2013.

h) Shareholding of the Non-Executive Directors :

None of the Directors held any shares of the Company as on 31.3.2013 except as Nominees of the Holding Company.

Subsidiary Companies

Presently, the Company has six overseas subsidiaries namely Mukundan Holdings Limited, Krishna Holdings Pte Limited, Murari Holdings Limited, Shandong Binani Rongan Cement Co. Limited, Binani Cement LLC, Dubai and Bhumi Resources (Singapore) Pte Limited and four Indian Subsidiaries namely Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Energy Private Limited and Binani Ready Mix Concrete Limited which are non-material non-listed subsidiaries. The Audit Committee reviews the Financial Statements of all the Subsidiaries. The Minutes of the subsidiary companies are also being placed before the Board of Directors of the Company on a regular basis.


19

Wholetime Director / CFO Certificate

The Company has obtained a Certificate from the Senior Executive Director and Wholetime Director & Executive Director and CFO – Group Control Accounts relating to annual accounts and internal controls which has been placed before the Board and stating and certifying that:

(a) they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2013 and that to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations read with the notes to the accounts; and

(b) there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year 2012-13 which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) they accept responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the internal control systems of the Company and they have not observed any deficiencies in the design or operation of internal controls.

(d) they have indicated to the Auditors and the Audit Committee that there are:

(i) no significant changes in the internal control during the year;

(ii) no significant changes in accounting policies during the year; and

(iii) no instances of significant fraud where the involvement of management or an employee having a significant role in the Company’s internal control system have been observed.

Risk Assessment and Mitigation Procedures

The Company has identified certain risk areas with regard to the operations of the Company and have taken steps, wherever possible for their mitigation. The Company’s Board is conscious of the need to periodically review the risks mitigation process.

Annual General Meetings:

The last three Annual General Meetings were held as under :

Year Type Location Date Time Special Resolutions passed in the AGM by the Shareholders

2010 14th AGM Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020

25th June, 2010 11.30 a.m Special Resolution for change in the Articles of Association by altering Article 126 pertaining of affixation of common seal.


27th June, 2011 3.45 p.m. No


4th August, 2012 2.15 p.m. No

Postal Ballot

During the year under review, Special Resolution, under Section 372A of the Companies Act, 1956, was passed by Postal Ballot for increasing the overall limits for providing the Guarantees / Securities, Intercorporate loans and investments upto ` 4,010 Crores, Further, a Special Resolution for shifting of the Registered Office from the State of West Bengal to the State of Rajasthan under Section 17 of the Companies Act, 1956 was passed by Postal Ballot.

Both the above Resolutions were passed with requisite majority.

Means of Communication

a) Quarterly / half yearly results as applicable were published in the pro-forma prescribed by Stock Exchanges, in either The Economic Times or Financial Express and Aajkal (Bengali Edition), Newspaper till the shares and debentures were listed.

b) The annual financial results of the Company were also communicated in the prescribed pro-forma to Stock Exchanges and also published in the newspapers.

c) The financial results are also displayed on the Company’s website www.binani.com



20

d) The Company had been submitting its Shareholding Pattern, Financial Results, Report on Corporate Governance till it was listed and same are posted on the website of BSE/NSE which may be accessed by the Shareholders/Investors. Since the Company’s Debentures were listed, the Company had submitted Financial results on half yearly basis to BSE. During the year the Company has redeemed all the above Debentures and now no Shares or Debentures are listed.

General Information for Shareholders

(i) Date, Time and Venue of the Annual General Meeting (AGM) : Saturday, 28th September, 2013 at Kala Mandir, 48, Shakespeare Sarani, Kolkata – 700017. at 2.15 p.m. or immediately after conclusion of the AGM of Binani Zinc Limited, if the Meeting concludes after 2.15 p.m.

(ii) Financial Year : 1st April to 31st March(iii) Date of Book closure : Monday, 23rd September, 2013 to Saturday, 28th

September, 2013. (Both days inclusive)

Listing on Stock Exchanges

The Company’s Shares have been delisted from all the Stock Exchanges w.e.f. 23rd May, 2011. Further, the privately placed Debentures which were listed on BSE have also been redeemed in full on due dates.

Registrar and Share Transfer Agents

The Company has appointed Link Intime India Private Limited as its Registrar and Transfer Agents. In respect of shares held in Demat mode all communications for change of address, bank mandate etc. should be sent through the concerned Depository Participant only. Shareholders’/Investors’/Depository Participants are requested to send all their documents and communications pertaining to both physical and demat shares to the Registrar at the following address:

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W), Mumbai – 400 071Phone: 022 -25946970Fax: 022- 25946969

Email: [email protected]

Share Transfer System

Shares lodged in physical form with the Company/RTA are processed and returned, duly transferred, within 30 days from the date of receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants.

Distribution of Shareholding as on 31st March, 2013

No. of Shares held No. of Shareholders

% of Shareholders

No. of Shares held % of Shareholding

Up to 500 14,118 92.99 1,643,846 0.87

501 to 1000 712 4.69 506,765 0.27

1001 to 2000 262 1.73 331,200 0.17

2001 to 3000 34 0.22 88,011 0.05

3001 to 4000 12 0.08 43,009 0.02

4001 to 5000 22 0.14 105,102 0.06

5001 to 10000 16 0.10 127,151 0.07

10001 and above 7 0.05 185,756,190 98.49

TOTAL 15,183 100.00 188,601,274 100.00


21

Category wise distribution of Equity Shareholding as on 31.3.2013

Category No. of Shares held ( ` 10 each ) Percentage of Shareholding ( % )

Promoter and Promoter Group 185,649,464 98.43Bodies Corporate 110,929 0.06Individuals 2,747,692 1.46Clearing Members 19,739 0.01NRIs 68,450 0.04Trusts 5,000 0.00GRAND TOTAL 188,601,274 100.00

Dematerialisation of Equity Shares and Liquidity

As on 31st March, 2013, 99.99% of the Company’s Equity Shares have been dematerialized.

The ISIN Number allotted by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is INE042H01019

Outstanding GDR /ADR / Warrants or any Convertible instruments,

The Company has not issued any GDR/ADR/Warrants.

Plant Location : 1. Binani Cement Limited Binanigram, Pindwara, Sirohi, Rajasthan – 307031.

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

Subsidiaries Plant Locations : 1. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China. 2. Binani Cement Factory LLC Jebel Ali, Dubai, UAE

Address of the Registered Office : Binani Cement Limited 601, Axis Mall, 6th Floor, C Block, Action Area -1, New Town, Rajarhat, Kolkata – 700 156 Tel No. 033 23240063 Fax No. 033 23240023

Contact Person for Investor Complaints : Mr. Atul P. Falgunia Company Secretary [email protected] for Communication : Registered Office Binani Cement Limited 601, Axis Mall, 6th Floor, C Block, Action Area -1, New Town, Rajarhat, Kolkata – 700 156 Tel No. 033 23240063

Corporate Office Mercantile Chambers, 12, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001 Tel No. 022 30263000-02



22

ANNEXURECERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members of Binani Cement Limited

We have examined the compliance of conditions of Voluntary Corporate Goverance by Binani Cement Limited (The Company) for the year ended March 31, 2013.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Uma Lodha & Co.Practising Company Secretaries

Uma LodhaProprietorC.P. No. 2593

Place : MumbaiDate : 27th July, 2013

ANNEXURE

CODE OF CONDUCT – DECLARATION UNDER CLAUSE 49(1)(D)

This is to certify that:

1. a Code of Conduct for the Board Members and the Senior Management Personnel of the Company was approved by the Board at its meeting held on 27th February, 2006.

2. The said Code of Conduct has been uploaded on the website of the Company and also circulated to the Board Members and the Senior Management Personnel of the Company.

3. All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct, for the year ended 31st March, 2013.

For Binani Cement Limited

P. Acharya Sr. Executive Director & Wholetime Director

Place : Mumbai Dated : 23rd April 2013


23

INDEPENDENT AUDITORS’ REPORTTo,The Members of Binani Cement LimitedReport on the Financial StatementsWe have audited accompanying financial statements of BINANI CEMENT LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:a) in the case of the Balance Sheet, of the state of affairs of the

Company as at March 31, 2013;b) in the case of the Statement of Profit and Loss, of the profit for

the year ended on that date; andc) in the case of Cash Flow Statement, of the cash flows for the

year ended on that date.Report on other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order,

2003,(“the order”) as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by Section 227(3) of the Act, we report that:a) We have obtained all the information and explanations,

which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W

Mihir Hindocha Partner Membership No. 112766

Place : Mumbai Date : April 23, 2013

ANNEXURE TO AUDITORS’ REPORT[Referred to in paragraph 1 of Report on other Legal and Regulatory Requirements of the Auditors’ Report of even date to the members of BINANI CEMENT LIMITED on the financial statements for the year ended 31st March, 2013](i) (a) The Company has maintained proper records showing

full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is

reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

(ii) (a) As explained to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.



24

(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) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) As per information and explanations given to us, the Company has neither granted nor taken loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c), (d), (f) and (g) of clause (iii) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company.

(v) To the best of our knowledge and belief and according to the information and explanations given to us that there are no transactions, particulars of contracts or arrangements required to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly, clause (v) (b) of the order is not applicable.

(vi) The Company has not accepted any deposits from the public

within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

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

Period to which the amount relates

Forum where dispute is pending

Customs Act, 1962 Duty on DEPB licenses and interest thereon

6.77 2000-01 Commissioner of Customs, Kandla

Central Excise Act, 1944 Cenvat credit on welding electrodes 21.89 2000 to 2006 CESTAT, DelhiCentral Excise Act, 1944 Cenvat credit on welding electrodes 4.92 2006 to 2008 Commissioner (Appeals),

Jaipur IICentral Excise Act, 1944 Cenvat credit on welding electrodes 2.91 2008 to 2010 Commissioner (Appeals),

Jaipur IICustoms Act, 1962 Differential Custom Duty 30.61 2002-03 & 2003-04 Hon'ble High Court, GujaratCustoms Act, 1962 Differential Custom Duty 42.16 2008-2009 CESTAT, AhmedabadCentral Excise Act, 1944 Excise Duty on Sale 1.00 2006-07 & 2007-08 CESTAT, DelhiCentral Excise Act, 1944 Cenvat on Capital Goods 1.38 2009-10 & 2010-11 CESTAT, DelhiCentral Excise Act, 1944 Cenvat on Capital Goods 138.55 2007 to 2010 Appeal to be filed before

CESTAT, Delhi.Central Excise Act, 1944 Cenvat on Capital Goods 6.55 2007-08 & 2008-09 Commissioner (Appeals),

Jaipur ICentral Excise Act, 1944 Differential Excise Duty 0.52 2010-11 Commissioner (Appeals),

Jaipur IICentral Excise Act, 1944 CENVAT Credit on Service Tax 21.79 2008 to 2010 CESTAT, DelhiCentral Excise Act, 1944 CENVAT Credit on Service Tax 1.76 2005-06 & 2006-07 CESTAT, DelhiCentral Excise Act, 1944 CENVAT Credit on Service Tax 3.15 2009-10 & 2010-11 CESTAT, DelhiCentral Excise Act, 1944 CENVAT Credit on Service Tax 0.04 2010-2011 Commissioner (Appeals),

Jaipur IICentral Excise Act, 1944 Penalty imposed on service tax 7.20 2007-08 CESTAT, DelhiRajasthan Sales Tax Act, 1994 Sales tax on freight and credit notes 70.21 1997-98 Hon'ble High Court, JodhpurRajasthan Sales Tax Act, 1994 / CST Act, 1956

Difference amount of Central Sale Tax

60.52 2005-2007 Hon'ble High Court, Jodhpur


25

Rajasthan Sales Tax Act, 1994 Sales Tax matters 0.50 2005-06 Hon'ble High Court, JodhpurUP Trade tax / Entry tax UP tax on entry of goods 234.37 2003-04 to 2008-09 Various appellate authoritiesUP Trade tax / Entry tax Late deposit of UP VAT 8.64 2009-10 Commercial Taxes Tribunal,

GhaziabadUP VAT Act, 2008 UP VAT demand 3.29 2008-09 Additional Commissioner

(Appeals), GhaziabadUP VAT Act, 2008 UP VAT demand 3.21 2009-10 Appeal to be filed before

Additional Commissioner (Appeals), Ghaziabad

Rajathan Tax on Entry of Goods into Local Area Act, 1999

Entry Tax 1,405.10 2006 to 2013 Hon'ble Rajasthan High Court

Rajasthan Finance Act, 2006 M R Cess 1,628.59 2008 to 2013 Hon'ble High Court, JodhpurRajasthan Sales Tax Act, 1994 Sales Tax Exemption 13,327.19 1998-99 Hon'ble Supreme CourtRajathan Value Added Tax Act, 2006

VAT/CST Deferment 20,707.85 2007 to 2012 Hon'ble High Court, Jaipur

Rajathan Value Added Tax Act, 2006

VAT/CST Deferment 2,502.95 2006-07 Hon'ble High Court, Jaipur

Income Tax Act, 1961 Income Tax Matters 1,532.13 2007-08 & 2009-10 Assessing OfficerRajasthan Finance Act, 2006 Land Tax 1,503.40 2006 to 2012 Hon'ble High Court, JaipurCompetition Act, 2002 Penalty 16,732 2012 CompAT

(x) The Company does not have accumulated losses at the end of the year and it has not incurred cash losses in the current year as well as in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) According to information and explanation given to us, we are of the opinion that the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. However, the Company has invested surplus funds in mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The mutual fund investments have been held by the Company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prima facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans availed by the Company were,

prima facie, applied by it during the year for the purpose for which the loans were raised, other than temporary deployment in deposits with banks and mutual funds, pending application of those loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purpose.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

(xix) There are no debentures outstanding at the year end.(xx) The Company has not raised any money by way of public

issues during the year.(xxi) During the course of our examination of the books and

records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For Kanu Doshi AssociatesChartered AccountantsFirm Registration No. 104746W

Mihir Hindocha PartnerMembership No. 112766

Place : MumbaiDate : April 23, 2013



26

BALANCE SHEET AS AT 31ST MARCH, 2013(` in Lakhs)

P A R T I C U L A R S Note No. 31st March, 2013 31st March, 2012 EQUITY AND LIABILITIESSHAREHOLDERS' FUNDS Share Capital 1 18,860.38 18,860.38 Reserves and Surplus 2 58,753.34 45,825.77

77,613.72 64,686.15 NON-CURRENT LIABILITIES Long-Term Borrowings 3 103,984.35 114,983.58 Deferred Tax Liabilities (Net) 41 19,873.30 19,463.00 Other Long Term Liabilities 4 3,520.17 3,365.90 Long Term Provisions 5 201.56 173.18

127,579.38 137,985.66 CURRENT LIABILITIES Short-Term Borrowings 6 4,103.48 6,783.28 Trade Payables 40 51,970.07 37,586.69 Other Current Liabilities 7 74,662.46 73,592.74 Short-Term Provisions 8 169.88 78.41

130,905.89 118,041.12 TOTAL 336,098.99 320,712.93 ASSETSNON-CURRENT ASSETS Fixed Assets Tangible Assets 9 119,294.61 121,761.99 Intangible Assets 9 395.06 208.74 Capital Work-In-Progress 9 13,988.94 11,719.17 Non-Current Investments 10 103,823.17 84,633.09 Long Term Loans and Advances 11 16,909.40 23,790.43

254,411.18 242,113.42 CURRENT ASSETS Inventories 12 14,832.29 16,833.79 Trade Receivables 13 174.63 - Cash and Bank Balances 14 7,507.12 8,208.22 Short-Term Loans and Advances 15 58,904.09 53,254.87 Other Current Assets 16 269.68 302.63

81,687.81 78,599.51 TOTAL 336,098.99 320,712.93 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 24

The accompanying notes are integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board of Directors


R. VenkiteswaranExecutive Director &Chief Financial Officer- Group Control Accounts

Braj BinaniChairman


Atul P. FalguniaSr. Vice President (Secretarial) & Company Secretary

P. AcharyaSr. Executive Director &Wholetime Director

Place : Mumbai Date : 23rd April, 2013



27

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013(` in Lakhs)

P A R T I C U L A R S Note No. 31st March, 2013 31st March, 2012 Revenue from Operations (Gross) 17 255,553.09 233,211.14 Less: Excise Duty 33,858.63 30,430.01 Revenue from Operations (Net) 221,694.46 202,781.13 Other Income 18 6,323.38 2,886.45

Total Revenue 228,017.84 205,667.58

Expenses :Cost of materials consumed 19 29,731.38 26,644.94 Purchase of Stock-in-Trade 43 1,883.03 236.50 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 20 (1,597.02) 880.78

Employee Benefit Expense 21 5,786.54 4,996.92 Financial Costs 22 21,089.69 16,140.07 Depreciation and Amortization Expense 10,542.86 10,354.61 Other Expenses 23 145,081.58 139,848.26

Total Expenses 212,518.06 199,102.08

Profit before exceptional and extraordinary items and tax 15,499.78 6,565.50 Exceptional Items - 1,250.34

Profit before extraordinary items and tax 15,499.78 5,315.16 Extraordinary Items - -

Profit Before Tax 15,499.78 5,315.16 Tax Expense:Current Tax 3,107.00 1,035.00 Less : MAT Credit Entitlement - (1,023.63)Net Current Tax 3,107.00 11.37 Deferred Tax 410.30 464.00

Profit/(Loss) for the period from continuing operations 11,982.48 4,839.79

Profit/(Loss) for the period 11,982.48 4,839.79 Earning per Equity Share:Basic 6.35 2.57 Diluted 6.35 2.57

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 24

The accompanying notes are integral part of the financial statements.




Braj BinaniChairman








28

NOTE NO. - 1

SHARE CAPITAL (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Authorised 423,899,600 Equity Shares (Previous Year 423,899,600) of ` 10/- each 42,389.96 42,389.96

42,389.96 42,389.96 Issued, Subscribed and Paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up 18,860.13 18,860.13 Add: Amount paid up on forfeited Shares 0.25 0.25 TOTAL 18,860.38 18,860.38

1) 185,649,464 - 98.43% (Previous Year 181,686,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company - Binani Industries Limited and its nominees.

2) 14,500,000 Equity Shares have been bought back in financial year 2010-2011 under tender offer route and later extinguished.

3) Reconciliation of number of shares outstanding at the beginning and at the end of the year

31st March, 2013 31st March, 2012 No. of Shares (` in Lakhs) No. of Shares (` in Lakhs)

Outstanding at the beginning of the year 188,601,274 18,860.13 188,601,274 18,860.13 Less : Shares bought back - - - -

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

4) 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 entitled to one vote per share . The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

NOTE NO. - 2

RESERVE & SURPLUS (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012

Capital Redemption Reserve As per Last Balance Sheet 1,450.00 - Add/Less : Transfer from/(to) Profit and Loss Account - 1,450.00 1,450.00 1,450.00

Debenture Redemption Reserve As per Last Balance Sheet 438.00 1,200.00 Add/Less : Transfer from/(to) Profit and Loss Account (438.00) - (762.00) 438.00

General Reserve As per Last Balance Sheet 7,843.00 7,843.00 Add : Transferred from Profit and Loss Account - 7,843.00 - 7,843.00 Balance in Profit & Loss Account

As per Last Balance Sheet 34,312.22 28,710.43 Transferred from Profit and Loss Statement 11,982.48 4,839.79

46,294.70 33,550.22

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013


29


Transfer (to) / from Debenture Redemption Reserve 438.00 46,732.70 762.00 34,312.22

FOREIGN CURRENCY TRANSLATION RESERVEAs per Last Balance Sheet 1,782.55 (161.45)Add : Exchange Difference during the year on net Investment in non integral foreign operations

945.09 2,727.64 1,944.00 1,782.55

TOTAL 58,753.34 45,825.77

NOTE NO. - 3

LONG TERM BORROWINGS (` in Lakhs)


TERM LOANS From Bank (Refer Note no. 32 B (I & II))

- Secured 102,173.21 97,610.16

- Unsecured - 102,173.21 12,500.00 110,110.16

Financial Institutions

- Secured 376.26 1,059.88

DEFERRED PAYMENT LIABILITIES Unsecured (Refer Note no. 28) 1,434.88 3,813.54

TOTAL 103,984.35 114,983.58

NOTE NO. - 4

OTHER LONG TERM LIABILITIES (` in Lakhs)


Trade Deposits 3,520.17 3,365.90

TOTAL 3,520.17 3,365.90

NOTE NO. - 5

LONG TERM PROVISIONS (` in Lakhs)


For Leave Encashment 201.56 173.18

TOTAL 201.56 173.18


NOTE NO. - 2 CONTD (` in Lakhs)



30

NOTE NO. - 6

SHORT TERM BORROWINGS (` in Lakhs)


LOANS REPAYABLE ON DEMAND

From Bank

- Secured (Refer Note no. 32 C) 4,103.48 3,183.28

OTHER LOANS AND ADVANCES

- Secured - 3,600.00

TOTAL 4,103.48 6,783.28

NOTE NO. - 7

OTHER CURRENT LIABILITIES (` in Lakhs)


Current maturities of Long term debt (Refer Note no. 28 and 32 B (I & II) )

41,754.57 42,885.75

Interest accrued but not due on borrowings 15.06 7.03

Unpaid Dividends 19.17 19.23

VAT & withholding Taxes Payable 28,969.18 26,635.12

Advance from Customers 3,904.48 74,662.46 4,045.61 73,592.74

TOTAL 74,662.46 73,592.74

NOTE NO. - 8

SHORT TERM PROVISIONS (` in Lakhs)


PROVISION FOR EMPLOYEE BENEFITS

For Gratuity 141.69 47.61

For Leave Encashment 28.19 169.88 30.80 78.41

TOTAL 169.88 78.41



31

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32

NOTE NO. - 10

NON CURRENT INVESTMENTS (` in Lakhs)PARTICULARS 31st March, 2013 31st March, 2012 Non Trade (valued at cost unless stated otherwise)

Investment in Equity Shares of Subsidiaries Unquoted 75,600,000 fully paid up Shares (Previous Year 75,600,000 Shares) of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up 36,096.24 36,096.24 48,749,925 Fully paid up Shares (Previous Year 48,749,925 Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each 15,798.84 15,798.84 49,300,000 fully paid up (Previous Year 47,300,000 fully paid-up) Shares of Murari Holdings Ltd. of US Dollar 1 each 24,298.04 23,272.67 15,000,000 fully paid up Shares (Previous Year 15,000,000) of Bhumi Resources (Singapore) Pte. Ltd. of US Dollar 1 each 6,797.53 6,797.53 50,000 Fully paid up Shares (Previous Year 50,000) of Merit Plaza Ltd. of ` 10 each 5.00 5.00 50,000 Fully paid up Shares (Previous Year 50,000) of Swiss Merchandise Insfrastructure Ltd. of ` 10 each 5.00 5.00 6,209,000 Fully paid up Shares (Previous Year 3,659,000) of Binani Ready Mix Concrete Ltd. of ` 10 each 296.40 41.40 10,000 Fully paid up Shares (Previous Year Nil) of Binani Energy Pvt. Ltd. of ` 10 each 3.18 - Investment in Preference Shares of Subsidiaries Unquoted 9,631,835 fully paid up (Previous Year 9,631,835 fully paid-up) 8% Cumulative Preference Shares of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each 2,616.41 2,616.41 Aggregate value of Unquoted Investments 85,916.64 84,633.09 Advance for Investments in Subsidiaries Murari Holdings Ltd. 9,716.65 - Mukundan Holdings Ltd. 8,189.88 17,906.53 - - TOTAL 103,823.17 84,633.09

NOTE NO. - 11

LONG TERM LOANS AND ADVANCES (` in Lakhs)PARTICULARS 31st March, 2013 31st March, 2012 Unsecured Considered GoodCapital Advances (Includes ` 1,000 Lakhs to a related party BIL Infratech, Fellow Subsidiary)

1,875.03 2,249.03

Security Deposits 900.81 891.64 Loans and Advances to Subsidiary Companies (Refer Note no. 45 for related parties)

9,776.00 15,213.00

Advances recoverable in cash or in kind 386.47 218.42 Advance Tax Including Tax deducted at Source (net) 82.31 2,474.55 Mat Credit Entitlement 3,877.99 2,733.00 Fringe Benefit Tax (net) 10.79 16,909.40 10.79 23,790.43 TOTAL 16,909.40 23,790.43



33

NOTE NO. - 12

INVENTORIES (REFER NOTE NO. 24) (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Raw Material and Packing Material [(Includes ` 18.44 Lakhs in transit), (Previous Year ` 5.33 Lakhs)]

1,203.76 1,685.81

Work - In - Progress 72.99 51.33 Finished Goods 4,032.62 2,172.57 Stores and Spares Parts and Fuel [(Includes ` 271.11 Lakhs in transit), (Previous Year ` 48.27 Lakhs)]

9,502.38 12,895.37

Loose Tools Stock 20.54 14,832.29 28.71 16,833.79 TOTAL 14,832.29 16,833.79

NOTE NO. - 13

TRADE RECEIVABLES (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Unsecured, considered good Other Debts - (less than six months) 174.63 174.63 - - TOTAL 174.63 -

NOTE NO. - 14

CASH & BANK BALANCES (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 CASH & CASH EQUIVALENTS Balances with Banks : Current Accounts 2,033.76 7,426.99 Deposit Accounts (original maturity of less than 3 months) - 152.77 Cheques, drafts on hand - 3.10 Cash on hand 10.10 2,043.86 5.32 7,588.18 OTHER BANK BALANCES Deposit Accounts (original maturity of more than 3 months) (in margin Accounts)

5,444.03 600.75

Dividend Accounts 19.23 5,463.26 19.29 620.04 TOTAL 7,507.12 8,208.22

NOTE NO. - 15

SHORT TERM LOANS AND ADVANCES (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012LOANS AND ADVANCES TO RELATED PARTIES (UNSECURED CONSIDERED GOOD)Due from Subsidiary Companies - 9,651.00 Inter Corporate Deposits (Refer Note no. 45 for related parties) 54,704.00 54,704.00 39,950.00 49,601.00 OTHERS (UNSECURED CONSIDERED GOOD) Advances recoverable in cash or in kind 2,055.46 2,237.54 Balance with Statutory Authorities 2,144.63 4,200.09 1,416.33 3,653.87 TOTAL 58,904.09 53,254.87




34

NOTE NO. - 16

OTHER CURRENT ASSETS (` in Lakhs)


Interest Receivable 135.82 99.35

Assets held for disposal 45.00 91.27

Forward Contract Premium (Unamortised) 88.86 269.68 112.01 302.63

TOTAL 269.68 302.63

NOTE NO. - 17

REVENUE FROM OPERATIONS (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Sale of Products Quantity MT Value Quantity MT Value Cement* 5,680,553 254,906.09 5,611,969 232,334.79 Other Operating Revenues 647.00 876.35

255,553.09 233,211.14 Less : Excise Duty 33,858.63 30,430.01 TOTAL 221,694.46 202,781.13

* Sales include sale of traded goods of 43,952.75 MT amounting to ` 2,065.93 Lakhs (Previous Year 5,598.90 MT amounting to ` 316.91

Lakhs) and self consumption of 1,494.36 MT amounting to ` 41.37 Lakhs (Previous Year 3,154.48 MT amounting to ` 82.91 Lakhs).

NOTE NO. - 18

OTHER INCOME (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Interest Income (Inter Corporate Deposits) 5,980.53 2,108.33

Interest Income (Fixed Deposits) 127.18 413.02 Interest Income (Others) 49.11 56.05 Dividend Received (Current Investment) 50.99 199.00 Other Miscellaneous Income 115.57 110.05

TOTAL 6,323.38 2,886.45

NOTE NO. - 19

COST OF MATERIALS CONSUMED (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Limestone 6,618.03 7,386.57 Silica Sand (with iron ore/red ocher) 58.10 51.61 Gypsum 5,252.42 5,242.97 Fly Ash 7,722.40 5,496.05 Packing Materials 9,316.69 8,467.74 Purchased Clinker 763.74 -

TOTAL 29,731.38 26,644.94



35

NOTE NO. - 20

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

PARTICULARS 31st March, 2013 31st March, 2012 (Increase)/Decrease in Work-in-Process

Opening Stock 51.33 97.70

Closing Stock 72.99 (21.66) 51.33 46.37

(Increase)/Decrease in Finished Stocks

Opening Stock 2,172.57 3,350.18

Closing Stock 4,032.62 (1,860.05) 2,172.57 1,177.61

Excise Duty - on Cement/Clinker stock and samples etc. 284.69 (343.20)Changes in inventories of finished goods, work-in-progress and Stock-in-Trade (1,597.02) 880.78

BREAK-UP OF OPENING AND CLOSING STOCK OF FINISHED GOODS

Opening Stock Closing Stock

Quantity (MT) Value Quantity (MT) Value Cement (MT) 45,765 1,226.29 61,253 1,672.92

(75,563) (1,869.08) (45,765) (1,226.29)Clinker (MT) 40,585 946.29 115,537 2,359.71

(68,618) (1,481.10) (40,585) (946.29)

TOTAL 2,172.57 4,032.62 (3,350.18) (2,172.57)

Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 3,648.00 MT (Previous Year 7,339.85 MT) (Figures in brackets pertain to Previous Year)

NOTE NO. - 21

EMPLOYEE BENEFIT EXPENSE (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Salaries and Wages 5,051.93 4,360.25

Contribution to Provident and other Funds 310.20 292.38

Gratuity Expenses 138.40 102.52

Workmen and Staff Welfare Expenses 286.01 241.77

TOTAL 5,786.54 4,996.92

NOTE NO. - 22

FINANCE COSTS (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Interest Expenses 20,242.80 15,015.94

Other Borrowing Costs 728.16 865.38

(Gain)/Loss on foreign currency transactions (net) 118.73 258.75

TOTAL 21,089.69 16,140.07




36

NOTE NO. - 23

OTHER EXPENSES (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Power & Fuel 55,385.83 60,256.60 Freight and Loading Expenses on Clinker Transfer 5,462.71 4,412.09 Consumption of Stores and Spares 4,929.37 5,110.29 Repairs and Maintenance - Buildings 169.68 182.39 - Plant and Machinery 1,218.46 1,115.13 - Others 105.49 83.83 Other Operating Expenses 2,153.61 1,860.36 Rent 423.47 401.40 Insurance 649.99 607.62 Rates and Taxes 780.65 602.08 Exchange Fluctuation (net) 1,601.58 1,559.87 Advertisement and Sales Promotion 11.54 359.01 Royalty on Trademark 11,045.13 8,062.39 Directors Fee 12.27 2.03 Freight & Forwarding 50,376.57 45,533.55 Commission to Selling Agents 3,456.39 3,284.17 Loss on sale / discard of Fixed Assets (net) 224.28 456.31 Management Services Fee 3,938.50 3,114.30 Miscellaneous Expenses 3,136.06 2,844.84

TOTAL 145,081.58 139,848.26



37


NOTE NO. - 24

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements have been prepared under the historical cost convention, except where impairment is made and on accrual basis in accordance with accounting principles generally accepted in India and the provisions of the Companies Act, 1956. Accounting policies have been consistently applied by the Company and are consistent with those used in the Previous Year.

USE OF ESTIMATES

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialised.

REVENUE RECOGNITION

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

b) In case of sale of Carbon Credits, (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer.

c) Export benefits are accounted for on the basis of application filed with the appropriate authority.

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

ACCOUNTING OF CLAIMS

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

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

FIXED ASSETS

Fixed Assets are stated at cost, net of Cenvat less accumulated depreciation and impairment loss (if any). Cost includes trial run and stabilization expenses, interest, finance costs and incidental expenses up to the date of capitalization less specific grants received, if any.

INTANGIBLE ASSETS

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

DEPRECIATION AND AMORTISATION

Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered.

Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner prescribed as per Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company. However Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly.

The total expenditure on mine exploration and development is amortised in the ratio of ore extracted to the total estimated exploitable reserves.

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



38

Assets having individual value below ` 5000 is depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year.

Expenditure on major computer software is amortised on a straight-line method over the period of five years.

IMPAIRMENT OF ASSETS

At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of Assets” issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognised in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount.

VALUATION OF INVENTORIES

Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted average cost (net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories are not written down below cost if the finished products in which they are used and expected to be sold at or above cost.

Finished Goods and Work – in – Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.

CONTINGENCIES / PROVISIONS

A provision is recognised 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.

INVESTMENTS

Investments classified as long term investments are stated at cost. Provision is made to recognise any diminution, other than temporary, in the value of such investments. Current Investments are carried at lower of cost and fair value.

FOREIGN EXCHANGE TRANSACTIONS

Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the premium / discount are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment.

EXPENDITURE DURING CONSTRUCTION PERIOD

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

EMPLOYEE BENEFITS

i) Defined Contribution Plan

Contribution to defined contribution plans are recognised as expense in the Profit and Loss Account, as they are incurred.

ii) Defined Benefit Plan

Company’s Liabilities towards gratuity and leave encashment are determined using the projected unit credit method as at Balance Sheet date. Actuarial gains / losses are recognised immediately in the Profit and Loss Account. Long term compensated absences are provided for based on actuarial valuation.


39

BORROWING COSTS

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

SEGMENT REPORTING POLICIES

Primary Segment is identified based on the nature of products and services, the different risk and returns and the internal business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.

OPERATING LEASE

The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating leases. Operating lease payments are recognised as expenses in the Profit and Loss Statement.

EARNING PER SHARE

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity share holders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earning per share, the net profit or loss for the year attributable to equity share holders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

CASH AND CASH EQUIVALENTS

Cash and Cash equivalents for the purpose of Cash Flow Statements comprise Cash in hand and at bank in Current Accounts and Deposit Accounts with maturity less than 3 months.

INCOME TAXES

Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting Standard 22 on “Accounting For Taxes on Income”, issued by the ICAI. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising on account of unabsorbed depreciation and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise the same.

NOTE NO. - 25

The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances) ` 17,012.16 Lakhs (Previous Year ` 1,830.97 Lakhs).

NOTE NO. - 26

Contingent Liabilities not provided for :

(i) The Company has imported fuel without payment of Customs Duty aggregating to ` 6.77 Lakhs (Previous Year ` 6.77 Lakhs) by utilizing transferable DEPB Licenses purchased from the market in the ordinary course of business. The Customs Department has issued show cause notice alleging that the original purchaser had obtained these licenses fraudulently. The above case is pending with Commissioner of Customs, Kandla. Company is hopeful of success as the Company is not at fault.

(ii) Demands raised by Excise Department in various matters aggregating to ` 36 Lakhs (Previous Year ` 31.50 Lakhs) - against this we have deposited ` 6.28 Lakhs under protest (Previous Year ` Nil). Appeals are pending with various Appellate Authorities.

(iii) Demands raised by Customs Department, Jamnagar in relation to import of coal made in earlier years aggregating to ̀ 30.61 Lakhs (Previous Year ` 30.61 Lakhs). the Company has filed Appeals before CESTAT, Mumbai. CESTAT Mumbai has set aside the order of the Appellate Commissioner with a direction that the appeal by the department against the Assistant Commissioner’s orders should be heard denovo on merits by the Commissioner (Appeals). Now Department has filed an appeal before the Hon’ble High Court of Gujarat against the order of CESTAT.



40

(iv) Demands raised by Excise Department in various matters in relation to payment of Service Tax / Cenvat Credit of Service Tax ` 58.72 Lakhs (Previous Year ̀ 59.75 Lakhs). Appeals are pending with various Appellate Authorities. We have reversed cenvat credit/ paid ` 24.78 Lakhs (Previous Year ` 1.08 Lakhs) under protest.

(v) Commissioner, Central Excise, Jaipur II issued a show cause notice disputing basis of Excise Duty calculated for sales made to contractual buyers. We have paid duty accordingly before issuing of show cause notice. However Commissioner imposed penalty of ` 1 Lakh (Previous Year ` 1 Lakh) which is disputed by us on the ground that we have paid duty before issuing show cause notice, and an appeal has been filed before CESTAT and stay granted against recovery of penalty till disposal of appeal.

(vi) Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 34.70 Lakhs (Previous Year ` 34.70 Lakhs). the Company filed an appeal before Commissioner (Appeals), Jaipur II and same was rejected. Thereafter Company filed an appeal with CESTAT New Delhi and CESTAT has set aside the order and matter has been remanded back to the adjudicating authority to deal with the matter afresh in accordance with the provisions in law.

(vii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 138.55 Lakhs (Previous Year ` Nil). We are filing an appeal before CESTAT, New Delhi.

(viii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under various Chapters amounting to ` 1.38 Lakhs (Previous Year ` Nil). the Company filed an appeal before CESTAT, New Delhi and stay granted.

(ix) Demand raised for difference in duty amounting to ̀ 0.52 Lakhs (Previous Year ̀ Nil) between duty payable at MRP based assessable value and duty paid on transaction value in relation to sales made to Industrial buyer which was subsequently resold by them. We have already deposited differential duty demand alongwith interest before issue of show cause notice. However Commissioner has reviewed the order for imposition of penalty and in view of this the department has filed an appeal before Commissioner (Appeals) Jaipur II.

(x) Demands raised by Additional Commissioner Central Excise, Jaipur I in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under various Chapters amounting to ` 6.55 Lakhs (Previous Year ` Nil). The Company filed an appeal before Commissioner (Appeals) Jaipur I.

(xi) Demands raised for differential Custom duty by Customs Department, Jamnagar in relation to Bill of entry no. F-176 date 06.02.2009 of 24104 MT for Indonesian coal imported in 2009-10, aggregating to ` 42.16 Lakhs (Previous Year ` 42.16 Lakhs), on the ground of valuation of coal taking C & F value of coal @ $ 154.34 PMT instead of $ 86 PMT on which we have paid the customs duty i.e. the price finally agreed by the supplier as the coal supplied by the supplier was of inferior quality . The Company filed appeal before the Commissioner of Customs (Appeals), Jamnagar but the same has been rejected. The Company has filed an appeal before CESTAT, Ahmedabad against the order of the Commissioner of Customs (Appeals), Jamnagar and stay granted.

(xii) Demands raised by Sales Tax Department aggregating to `70.21 Lakhs (Previous Year `70.21 Lakhs) contending that the Company has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before Hon’ble High Court, Jodhpur and has also obtained an interim relief. Besides this, the Sales Tax department has also issued demand notices relating to various matters aggregating to ` 0.50 Lakhs (Previous Year `0.50 Lakhs), which are being contested by the Company, including in appeal and is hopeful of success.

(xiii) Demands raised by U P Commercial Tax Department on account of entry tax on Cement for the year 2003 to 2009 aggregating to ` 270.66 Lakhs (Previous Year ` 169.36 Lakhs), based on market price which was disputed by the Company before various appellate authorities on the ground that the Entry Tax is payable on stock transfer price. The Company has paid ` 36.29 Lakhs (Previous Year ` 36.29 Lakhs) under protest .

(xiv) Demand assessed by Uttar Pradesh Commercial Taxes Department on account of entry tax ` 263.90 Lakhs for the period 2009-10 (Previous Year ` 268.01 Lakhs), based upon the market value of cement stock transfer. The Case is pending before Hon’ble Supreme Court. Against the demand we have deposited ` 158.67 Lakhs based upon stock transfer price and balance demand of ` 105.23 Lakhs recovered through encashment of Bank Gurantee has been paid under protest. Also department has raised demand of ` 36.78 Lakhs towards Interest against which we have paid ` 20.46 Lakhs under protest and balance Interest demand is stayed.


41

(xv) Demand raised by Uttar Pradesh Commercial Taxes Department on account of penalty on late deposit of VAT amounting to ` 21.60 Lakhs (Previous Year ` 21.60 Lakhs). Appeal filed before Commercial Taxes Tribunal, Ghaziabad against the order of Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad . We have deposited ` 12.96 Lakhs (Previous Year ` 12.96 Lakhs) under protest.

(xvi) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) on account of incomplete documents carried by Truck of Cement. We have deposited ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(xvii) The Joint commissioner (Corporate Circle), UP Commercial Taxes, Ghaziabad has passed the Assessment order for the year 2008-09 & 2009-10 and raised additional demand of ` 8.09 Lakhs. The case for the year 2008-09 is pending before Additional Commissioner (Appeal), Commercial Taxes Ghaziabad. Against demand of ` 4.88 Lakhs for the year 2008-09 ` 1.59 Lakhs deposited under protest and stay granted for ` 2.44 Lakhs. For the year 2009-10 we are in process of filling an appeal before Additional Commissioner (Appeal), Commercial Taxes Ghaziabad.

(xviii) Letters of Credit opened by banks on behalf of the Company ` 233.64 Lakhs (Previous Year ` 183 Lakhs).

(xix) Guarantees given by Banks ` 390.01 Lakhs (Previous Year ` 371.90 Lakhs).

(xx) Corporate Guarantees given to Banks in respect of loans to subsidiaries, step down subsidiaries, holding company and its other subsidiaries / step down subsidiaries ` 2,21,226.55 Lakhs (Previous Year ` 2,08,859.28 Lakhs).

(xxi) Claims against the Company in respect of certain Income Tax matters ` 2,075.63 Lakhs (Previous Year ` 1,147.86 Lakhs ) out of which ` 863.31 Lakhs has been paid by the Company or adjustable by the department against the refund due to the Company.

(xxii) the Company has placed a purchase order for procurement of “Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the Ship M/s Great Eastern Shipping Co. Ltd. has filed the suit against the Company for providing original Bills of lading. We have informed to that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred / to be incurred by Binani Cement Limited till the time matter is finally resolved. the Company have incurred expenses of ` 740.73 Lakhs up to 31.03.2013 (upto Previous Year ` 503.79 Lakhs) to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the account of supplier as to be recovered from the party.

(xxiii) Under the Rajasthan Finance Act, 2006, the Assessing Authority has assessed land tax on leasehold land for the year 2006-07 to 2011-12 and raised demand notices for ` 1,701.40 Lakhs. The matter was challenged by the Company in Hon’ble Rajasthan High Court, Jaipur. Hon’ble High Court has granted stay on demand notices and ordered to deposit certain amount in respect of each year. The Company has already deposited ` 48 Lakhs in advance for the year 2006-07. In the current year 2012-13, ` 150 Lakhs as been deposited towards the demands for the year 2007-08 to 2011-12 in compliance of the orders of Hon’ble High Court. The matter is already protested and is subjudice.

NOTE NO. - 27

Claims against the Company not acknowledged as debts :

(i) Quality Claims ` 0.07 Lakhs (Previous Year ` 1.80 Lakhs).

(ii) Other Matters ` 0.25 Lakhs (Previous Year ` 1.54 Lakhs).

NOTE NO. - 28

The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee, but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon’ble Rajasthan High Court, Jodhpur contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Hon’ble High Court has dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Hon’ble Supreme Court. Pending the decision of the Supreme Court, no provision has been made for the differential Sales Tax Incentive of ̀ 13,327.19 Lakhs (excluding interest, if any) availed by the Company till 31st March, 2006.



42

However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f. 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f. 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as Unsecured Loan. (Refer Note no. 3 & 7). The Company has paid ` 59.11 Lakhs under protest during 2012-13.

During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company has continued to defer 75% of the VAT liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008.

Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned ` 280.47 Crores in November, 2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the Hon’ble High Court, Jaipur bench, based on the fact that the SLSC has not replied to our review application within the time frame as per the the New Rajasthan Sales Tax Incentive Scheme, 1989 and the decision is pending for review till date, hence the Company has continued to avail the deferment benefit treated as deemed to be sanctioned. Further, the Company has made an application to the State Government / SLSC to revise the amount of EFCI from ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under the Incentive Scheme. The Company has continued to avail the deferment benefit, pending the decision of State Government / SLSC.

Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 1,7741.77 Lakhs against which we have deposited ` 399.21 Lakhs under protest as per the directions of the Hon’ble High Court and ` 600 Lakhs has been also deposited under protest during 2012-13. The matter is pending for decision before Hon’ble Rajasthan High Court / State Government.

NOTE NO. - 29

The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit and loss account.

NOTE NO. - 30

The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest (Previous Year ` 333.06 Lakhs) shown as current liability in note 7, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 2006. the Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under Section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50% of amount assessed and submit solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of ` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted solvent security for the balance amount.

NOTE NO. - 31

The Company was selling Cement on inter-state sales @ 6% CST without “C” form u/s 8(5) of CST act as per notification no. F.4(1)FD/Tax Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of “C” or “D” form in the earlier notifications issued prior to 11.05.2002 on 27.09.2005, which clearly establishes that prior to amendment in the notification, there was no requirement of ‘C’ forms unless the notifications are amended. The above referred notification dated 21.01.2000 was rescinded by the Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Hon’ble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against submission of bank guarantee for the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank Guarantees of ̀ 60.52 Lakhs (including interest) to the Assessing Authority, Commercial Taxes Department, Pali.


43

NOTE NO. - 32: LOANS - SECURED(` in Lakhs)

Nature of Loans Nature of Security 31st March'13 31st March'12A DEBENTURESi) 11.95% (Reset

Rate) Secured Redeemable Non Convertible Debentures (11.95% SRNCD)

Secured by a) a charge created on the movable and immovable properties of the Company both present and future (except (a) the Assets Specifically charged (see note below) b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and c) Corporate Guarantee of Binani Industries Limited (BIL).The Debenture redeemed in a period of 6 years in quarterly instalments of ` 291.70 Lakhs, commencing from 31st March, 2007 and ending on 31st December, 2012.

- 875.00

B. TERM LOANS I) Financial Institutions a) Eksport Kredit

Finansiering A/S - Foreign Currency Loans

Secured by a) Exclusive first charge on the assets imported from M/s. F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered with EKF A/s. b) Pari Passu charge on Trust and Retention account and c) Corporate Guarantee of BIL. Loan repayable in 11 equal half yearly instalments of USD 6.86 Lakhs commencing from June, 2009 and interest rate 1.26% p.a. (Libor+75 bps).

1,128.78 1,766.47

II) Banks a) IDBI Bank Ltd.

(IDBI) - Term Loans

Secured/to be secured a) first mortgage and charge created on movable and immovable properties of the Company both present and future ((a) except the assets charged Specifically (see note below) b) Corporate Guarantee of BIL, except the term loan of ` 6,000 Lakhs and ` 7,500 Lakhs (whose outstanding as on 31st March, 2013 is ` 1,500 Lakhs and ` 7,500 Lakhs) and c) Pari Passu charge on Trust & Retention Account (Except for term loan of ` 6,000 Lakhs and ` 7,500 Lakhs). Term Loans repayable ` 7,071.01 Lakhs in Financial Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 2014-15 to 2015-16, ` 2,615.96 Lakhs for Financial Year 2016-17, ` 2,290.92 Lakhs for Financial Year 2017-18 and ` 954.55 Lakhs for Financial Year 2018-19 and Interest rate ranging from 12.50% to 14.25% per annum.

24,074.46 28,985.77

b) Syndicate Bank - Term Loan

Secured/to be secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan. Loan repayable in 14 equal quarterly instalments of ` 285.71 Lakhs commencing from December, 2011 and Interest rate 13.50% per annum.

2,285.70 3,428.56

c) Syndicate Bank - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except the Assets Specifically charged (see note below) b) Post dated cheques for payment of principal & interest and c) Personal Guarantee of a promoter Director. Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from June, 2015 and Interest rate @ 12.50% per annum.

7,500.00 7,500.00

d) Syndicate Bank - Rupee Term Loan

Secured/to be secured by a) second charge on the Company's fixed assets both present and future except assets specifically charged (see note below).Loan repayable in 5 yearly instalments (at the end of 1st and 2nd year ` 1,500 Lakhs each, at the end of 3rd and 4th year ` 2,500 Lakhs each and of 5th year ` 2,000 Lakhs) commencing from November, 2012 and Interest rate @ 12.50% per annum.

8,500.00 10,000.00



44

(` in Lakhs)Nature of Loans Nature of Security 31st March'13 31st March'12

e) UCO Bank - Term Loan

Secured/to be secured by a) pari passu subservient hypothecation charge on the plant and machinery of the Company except assets specifically charged (see note below) b) Post dated cheques for repayment of Principal & Interest.Loan repaid in 4 equal quarterly instalments of ` 1,500 Lakhs commencing from June, 2012 and Interest rate @ 12.70% per annum.

- 6,000.00

f) Central Bank of India - Term Loan

Secured/to be secured by a) pari passu subservient hypothecation charge on the movable assets of the Company except assets specifically charged (see note below). b) Post dated cheques for repayment of Principal & Interest. Loan repaid in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012.

- 5,000.00

g) State Bank of India - Term Loan

Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, ` 3,500 Lakhs and ` 3,500 Lakhs commencing from September, 2012.

- 10,000.00

h) Punjab National Bank - Term Loan

Secured / to be secured by pari passu subservient hypothecation charge on the Fixed Assets of the Company except assets specifically charged (see note below)Loan repayable in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from October, 2013 and Fixed Interest rate @ 11% per annum.

5,000.00 5,000.00

i) Bank of Baroda - Term Loan

Secured/to be secured by a) Subservient charge on fixed assets of the Company both movable & immovable except assets specifically charged (see note below). Loan repayable in 4 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012 and Interest rate @ 12.75%% per annum.

5,000.00 10,000.00

j) Central Bank of India - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 20 equal quarterly instalments of ` 1,000 Lakhs commencing from December, 2011 and Interest rate @ 12.75% per annum.

14,000.00 18,000.00

k) Yes Bank - Term Loan

Secured/to be secured by a) Exclusive first charge on movable and immovable properties including land of first phase of 2x22.30 MW captive thermal power plant, comprising of 1x22.30 MW power plant, all associated equipments and shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant and on other such assets. b) post dated cheques. Loan repayable in 16 equal quarterly instalments of ` 625 Lakhs commencing from December, 2012 and Interest rate @13.10% per annum.

8,750.00 10,000.00

l) Bank of Baroda - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from January, 2015 and Interest rate @ 12.50% per annum.

7,500.00 7,500.00

m) Indian Overseas Bank - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 1,875 Lakhs commencing from June, 2015 and Interest rate @ 13% per annum.

15,000.00 15,000.00

n) Ratnakar Bank - Term Loan

Secured/to be secured by a) Subservient hypothecation charge on the entire current assets and movable fixed assets both present and future of the Company except assets specifically charged (see note below). b) Post dated cheques for payment of principal. Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs commencing from January, 2013.

- 3,600.00


45

(` in Lakhs)Nature of Loans Nature of Security 31st March'13 31st March'12

o) Central Bank of India - Rupee Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable in 7 yearly Instalments of ̀ 700 Lakhs in 1st year, ̀ 1,300 Lakhs in 2nd year, ` 2,000 Lakhs, in each from 3rd year to 7th year, commencing from 31.03.2015 and Interest rate @ 12.75% per annum.

12,000.00 -

p) Union Bank of India - Rupee Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 290 Lakhs in Financial Year 2014-15, ` 540 Lakhs in Financial Year 2015-16 and ̀ 834 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12% per annum.

5,000.00 -

q) State bank of Patiala - Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) . b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380 Lakhs in Financial Year 2015-16 and ` 583 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12.75% per annum.

2,500.00 -

r) Bank of Baroda - Term Loan

Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable ` 525 Lakhs in Financial Year 2014-15, ` 975 Lakhs in Financial Year 2015-16 and ` 1,500 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 11.75% per annum.

9,000.00 -

s) Punjab National Bank - Term Loan

Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below).Loan repayable in 20 quarterly instalments I.e.. 30-1-2014 and Interest rate @ 13.25% per annum.

2,245.55 -

C. WORKING CAPITAL DEMAND LOANS / CASH CREDIT

From Scheduled Banks

Secured against (a) First pari passu charge by way of hypothecation of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods, Consumables, Stores & Spares and Packing Material, Book Debts and other Receivables belonging to the Company, b) Second pari passu charge on the fixed assets of the Company c) Corporate Guarantee of BIL and (d) pari passu charge on Trust and Retention Account.

4,103.48 3,183.28

Aggregate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ̀ 7,500 Lakhs), secured by Personal Guarantee of Shri Braj Binani.

ASSETS SPECIFICALLY CHARGED

i) The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes Bank Limited.

ii) The assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and

iii) The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank.



46

NOTE NO. - 33 (a) Raw Material Consumption :

(` in Lakhs)

Particulars31st March, 2013 31st March, 2012

Quantity (Mt) Value Quantity (Mt) Value

Indigenous

Limestone* 7,060,708 6,618.03 7,062,406 7,386.57

Silica Sand (with iron ore / red ochre) 7,985 58.10 8,266 51.61

Gypsum 347,966 5,252.42 331,993 5,242.97

Fly Ash 713,040 7,722.40 560,818 5,496.05

TOTAL 19,650.95 18,177.20

* Direct Cost of mining and crushing including Royalty and Cess.

(b) Spares and Components Consumed:

(` in Lakhs)

Particulars 31st March, 2013 31st March, 2012

Value % Value %

Imported 1,277.52 27.78 1,993.66 41.65

Indigenous 3,321.27 72.22 2,793.36 58.35

TOTAL 4,598.80 100.00 4,787.02 100.00

NOTE NO. - 34 Managerial Remuneration

(` in Lakhs)


Salary 139.54 67.51

Contribution to Provident and other funds - 6.47

Perquisites * 0.61 14.12

Commission to Directors (other than Whole-time Directors) - 18.00

TOTAL 140.15 106.10

* Excluding contribution to gratuity fund and provision for leave encashment since the same are provided on an actuarial basis for the Company as a whole.

NOTE NO. - 35 Value of imports calculated on C.I.F. basis

(` in Lakhs)


Capital Goods 4,407.73 671.32

Raw Materials - 287.28

Components and Spare Parts of Machinery 1,743.09 1,031.50


47

NOTE NO. - 36: Expenditure in Foreign Currency (on Accrual basis)

(` in Lakhs)


Interest 453.49 130.44

Consultancy 5.05 19.22

Others 34.64 49.81

TOTAL 493.18 199.46

NOTE NO. - 37: Remuneration to Auditors

(` in Lakhs)


Statutory Auditors

As Auditor 15.00 11.25

For taxation matters 12.10 9.19

For other services 15.00 1.59

For reimbursement of expenses 1.18 0.42

TOTAL 43.28 22.45

Cost Auditors

As Auditor 1.00 0.90

For other services - 0.18

For Reimbursement of expenses 0.21 -

TOTAL 1.21 1.08

NOTE NO. - 38

Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` 11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses.



48

NOTE NO. - 39

The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under:

(` in Lakhs)Particulars 31st March, 2013 31st March, 2012 Balance Brought forward 4,090.46 2,820.47 Power and Fuel 2.39 - Other Operating Expenses 63.23 - Repairs and Maintenance - Others 0.04 21.81 Management / Consultancy Fee 125.75 1,074.86 Salaries and Wages 110.45 134.91 Contribution to Provident and other Funds 6.31 8.63 Workmen and Staff Welfare Expenses 0.01 0.09 Rent 0.68 4.11 Insurance 17.11 13.25 Other Sundry Expenses 104.34 141.59 Depreciation 0.16 0.15 Exchange Loss (Net) 309.19 - Finance Charges 119.85 23.91

4,949.96 4,243.78 Less: Exchange Fluctuations (net) - 143.29 Miscellaneous Income - 0.75 Balance in Capital work in Progress 4,949.96 4,099.74 Less : Capitalised - 9.28 Balance carried forward 4,949.96 4,090.46

NOTE NO. - 40

There are no Micro, Small and Medium Enterprises as defined in the “Micro, Small and Medium Enterprises Development Act, 2006” to whom the Company owes dues. This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE NO. - 41

The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:

(` in Lakhs)Particulars 31st March, 2013 31st March, 2012a) Deferred Tax Liability

Depreciation 21,610.95 21,253.79 Total 21,610.95 21,253.79

b) Deferred Tax AssetDisallowance under Income Tax Act, 1961 (1,737.66) (1,791.05)Unabsorbed losses and depreciation as per previous return TOTAL (1,737.66) (1,791.05)Deferred Tax Liability 19,873.29 19,462.74 Provided upto last year 19,463.00 18,999.00 Provision for additional Deferred Tax Liability 410.29 463.74 Rounded off 410.30 464.00

NOTE NO. - 42 The Company operates in a single segment i.e., “Production and Sales of Cement and Clinker”. Hence no additional disclosure

under Accounting Standard - 17, “Segment Reporting” is required in these financial statements. There is no reportable Geographical Segment.


49

NOTE NO. - 43 Purchase of Stock-in-trade represents Cement.

NOTE NO. - 44 a) Particulars of unhedged foreign currency exposure as at Balance Sheet date

(` in Lakhs)Particulars Currency As at 31st March, 2013 As at 31st March, 2012Outstanding Creditors for Coal USD 13,199.93 8,003.00 Outstanding Creditors for Machinery USD 1,470.78 - Outstanding Creditors for Spares USD - 15.56 Loans Payables USD 1,128.78 1,583.53

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

Currency Number of Contracts Buy Amount Purpose

USD 8 25,276,690 Creditors Payment

NOTE NO. - 45 Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants

of India : The Company has entered into transactions in ordinary course of business with related parties as per details below : (As certified by the Management) :

(` in Lakhs)

Particulars Holding Company

Subsidiary/ stepdown

subsidiary / Associates

Fellow Subsidiary

Enterprises where Key

Management Personnel has got significant

influence

Total

Payment of Services charges / Reimbursement of Expenses- Triton Trading Co. Pvt. Limited - - - 92.54 92.54

- - - (95.34) (95.34)Balance Receivable as on 31st March, 2013

- - - 36.00 36.00 - - - (36.00) (36.00)

Sale of Cement- Binani Ready Mix Concrete Ltd. - 411.77 - - 411.77

- (376.14) - - (376.14)Purchases of Assets- Binani Ready Mix Concrete Ltd. - 7.32 - - 7.32

Balance (Receivable) as on 31st March, 2013

- 167.30 - - 167.30 - - - - -

Execution of transportation / other services contract - Dhaneshawar Solution Pvt. Ltd. - - - 37,428.63 37,428.63

- - - (32,878.13) (32,878.13)



50

(` in Lakhs)




Fellow Subsidiary



influence

Total

Balance (Payable) as on 31st March, 2013

- - - 3,646.92 3,646.92 - - - (1,235.84) (1,235.84)

Interest paid on Inter Corporate Deposit

- Dhaneshawar Solution Pvt. Ltd. - - - 15.68 15.68

- - - - -

- Inter Corporate Deposit received / repaid

- - - 2,850.00 2,850.00

- - - - - Execution of works / supply contract by

- BIL Infratech Ltd. - - 518.47 - 518.47 - - (941.09) - (941.09)

Balance (Receivable) as on 31st March, 2013

- - 732.50 - 732.50

- - (400.85) - (400.85)Service Charges for vehicle / Rent etc.- Binani Metals Ltd. - - - 92.63 92.63

- - - (97.92) (97.92)Donation

- G D Binani Charitable Trust - - - - - - - - (25.00) (25.00)

- G D Binani Charitable Foundation - - - 125.00 125.00 - - - (75.00) (75.00)

Investments / Advance for Investments- Krishna Holdings Pte. Ltd. - - - - -

- - - - - Balance as on 31st March, 2013 - 18,415.25 - - 18,415.25

- (18,415.25) - - (18,415.25)- Mukundan Holdings Ltd. - 8,189.88 - - 8,189.88

- (30,292.44) - - (30,292.44)Balance as on 31st March, 2013 - 44,286.13 - - 44,286.13

- (36,096.24) - - (36,096.24)

- Murari Holdings Ltd. - 10,742.02 - - 10,742.02

- (1,038.64) - - (1,038.64)

Balance as on 31st March, 2013 - 34,014.69 - - 34,014.69 - (23,272.67) - - (23,272.67)

- Bhumi Resources (Singapore) Pte. Ltd. - - - - - - - - - -

Balance as on 31st March, 2013 - 6,797.53 - - 6,797.53 - (6,797.53) - - (6,797.53)


51

(` in Lakhs)




Fellow Subsidiary



influence

Total

- Swiss Merchandise Pvt. Ltd. - - - - - - - - - -

Balance as on 31st March, 2013 - 5.00 - - 5.00 - (5.00) - - (5.00)

- Merit Plaza Ltd. - - - - - - - - - -


- Binani Ready Mix Concrete Ltd. - 255.00 - - 255.00 - (41.40) - - (41.40)


- Binani Energy Pvt. Ltd. - 3.18 - - 3.18

- - - - - Balance as on 31st March, 2013 - 3.18 - - 3.18

- - - - -

Due from Subsidiaries- Murari Holdings Ltd.(Loan repayment received)-net

- (7,606.50) - - (7,606.50)

- (972.00) - - (972.00)

Balance as on 31st March, 2013 - - - - - - (7,606.50) - - (7,606.50)

Maximum Balance Outstanding ` 7,606.50 Lakhs (Previous Year ` 7,606.50 Lakhs)- Mukundan Holdings Ltd. (Loan repayment received)-net

- (7,606.50) - - (7,606.50)

- (972.00) - - (972.00)

Balance as on 31st March, 2013 - - - - - - (7,606.50) - - (7,606.50)

Maximum Balance Outstanding ` 7,606.50 Lakhs (Previous Year ` 7,606.50 Lakhs)- Binani Ready Mix Concrete Ltd. - 25.00 - - 25.00

- - - - - Balance as on 31st March, 2013 - 25.00 - - 25.00

- - - - -

Maximum Balance Outstanding ` 280 Lakhs (Previous Year ` Nil)



52

(` in Lakhs)




Fellow Subsidiary



influence

Total

Advances to Subsidiaries- Swiss Merchandise Infrastructure Ltd. - 175.00 - - 175.00


- (5,246.00) - - (5,246.00) - Merit Plaza Ltd. - (75.00) - - (75.00)


- (4,405.00) - - (4,405.00)(Receipt) / Payment (net) arising out of transactions in current account - Shandong Binani Rong'An Cement Co. Ltd., China (SBRCC)

- 15.79 - - 15.79

- (-14.34) - (-14.34)

Balance outstanding as on 31st March, 2013 - (4.22) - - (4.22) (-20.01) (-20.01)

-Binani Cement Factory Dubai LLC - (22.55) - - (22.55) - (6.90) - - (6.90)

Balance outstanding as on 31st March, 2013

- 7.35 - - 7.35

(29.90) - - (29.90)Dividends Paid

- Binani Industries Ltd. - - - - - (4,479.60) - - - (4,479.60)

Interest received on dues / ICD 5,980.53 - - - 5,980.53 (2,143.61) - (23.32) - (2,166.93)

Inter Corporate Deposit given 29,789.00 - - - 29,789.00 (40,650.00) - (1,600.00) - (42,250.00)

Balance outstanding as on 31st March, 2013 54,704.00 - - - 54,704.00 (39,950.00) - - - (39,950.00)

Balance outstanding as on 31st March, 2013 1,650.34 - - - 1,650.34 - - - - -

(Figures in bracket pertain to Previous Year)

Note:

1 The remuneration paid to key management personnel Mr. P. Acharya (` 140.15 Lakhs) and payment towards Management Services Fee and Royalty to Holding Company have been separately disclosed vide Note nos. 34 and 38 respectively.

2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in Note no. 32


53

3 Guarantee given by the Company to Banks for loans given to related parties are disclosed in Note no. 26 (xx).

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Subsidiaries / step down subsidiaries where control exists : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Bhumi Resources (Singapore) Pte Limited, Binani Ready Mix Concrete Limited, Binani Cement Company WLL*, Binani Cement Factory (SFZ) Limited*, BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement SARL (Djibouti)*, Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan)*, PT Anggana Energy Resources, Rightside Investments (Pty) Limited*, Binani Cement Co Limited (South Sudan)*, Trans Africa Cement Limited (Mauritius)*, Weightbridge Investment (Pty) Limited, Botswana*, Christo Schuttle Investments Number Nine (Pty) Limited Nambia*, Binani Cimentos (Mozambique) LDA*, Shandong Binani Rong’an Cement Company Limited (SBRCC), Binani Mineral Resources (Mongolia) LLC, Binani Cement Factory LLC (BCF LLC), Binani Energy Pvt. Limited, Surya Ready Mix Pvt. Limited.

c) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL) , BT Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals (Australia) Pty Limited., 3B Binani Glass Fibre Holding S.a.r.l.

d) Step down Subsidiary of Binani Cement Factory LLC, Dubai. : Binani Cement Company WLL, Binani Cement Factory (SFZ) Ltd., BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement SARL (Djibouti), Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan). Step-down Subsidiary of Bhumi Resources (Singapore) Pte Limited: PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited. Step-down Subsidiary of BZL : BZ Minerals (Australia) Pty Limited.

e) Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya.

f) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited

* These Companies were closed down during the year.

NOTE NO. - 46 Earning per share is calculated as follows:


Net Profit after Tax (` in Lakhs) 11,982.48 4,839.79

Equity Shares outstanding as at the period end (in Nos.) 188,601,274 188,601,274

Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share (in Nos.)

188,601,274 188,601,274

Nominal Value per Equity Share (in `) 10.00 10.00

Earning Per Share (Basic and Diluted) (in `) 6.35 2.57



54

NOTE NO. - 47 EMPLOYEE BENEFITS :a) Defined Contribution Plans : During the year the Company has recognised ` 297.75 Lakhs (Previous Year ` 280.65 Lakhs) in the Profit and Loss Account on

account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC.

(` in Lakhs)

Particulars Gratuity Funded Leave Encashment Non-Funded

I Expenses recognised in the Statement of Profit & Loss

31st March, 2013 31st March, 2012 31st March, 2013 31st March, 2012

1 Current Service Cost * 86.65 74.09 25.77 17.01

2 Interest Cost 50.88 41.26 - -

3 Employee Contributions - - - -

4 Expected return on plan assets (47.93) (41.97) - -

5 Net Actuarial (Gains)/Losses 41.48 23.68 - -

6 Past Service Cost - - - -

7 Settlement Cost - - - -

8 Total Expenses 131.08 97.07 25.77 17.01

* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance

II Net Asset/(Liability) recognised in the Balance Sheet

1 Present value of Defined Benefit Obligation

720.30 598.64 229.75 203.98

2 Fair value of plan assets 584.88 557.30 - -

3 Funded Status [Surplus/(Deficit)] (135.41) (41.34) - -

4 Net Asset/(Liability) (135.41) (41.34) (229.75) (203.98)

III Change in obligation during the year

1 Present value of Defined Benefit Obligation at beginning of the year

598.64 500.17 203.98 186.97


3 Interest Cost 50.88 41.26




7 Actuarial (Gains)/Losses 34.46 21.44

8 Benefits Payments (50.33) (38.33)

9 Present value of Defined Benefit Obligation at the end of the year

720.30 598.64 229.75 203.98



55

Gratuity Funded

IV Change in Assets during the Year 31st March, 2013 31st March, 2012

1 Plan assets at the beginning of the year 557.30 524.63

2 Assets acquired on amalgamation in Previous Year - -

3 Settlements - -

4 Expected return on plan assets - -

5 Contributions by Employer 37.00 31.27

6 Actual benefits paid (50.33) (38.33)

7 Actuarial (Gains)/Losses (7.01) (2.24)

8 Actual return on plan assets 47.93 41.97

9 Plan assets at the end of the year 584.88 557.30

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

Qualifying Insurance Policy YES YES

VI Actuarial Assumptions :

Discount Rate 8.25% 8.50%

Rate of Return on Plan Assets 8.70% 8.60%

Salary Escalation 7% 7%

Attrition rate 2% 2%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 203.98 Lakhs based upon following assumptions.



NOTE NO. - 48

Operating Lease

a) Operating lease payment recognised in Profit & Loss Account amounting to ` 498.53 Lakhs (Previous Year ` 498.47 Lakhs)

b) General description of the leasing arrangement:

i) Leased Assets:Car and Godowns.

ii) Future lease rentals are determined on the basis of agreed terms.

iii) At the expiry of the lease term, The Company has an option either to return the asset or extend the term by giving notice in writing.

NOTE NO. - 49

Miscellaneous Expenses in Note no. 23 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and ` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation.

NOTE NO. - 50

Trade Receivables of ` 5,559.69 Lakhs have been netted off against advance received towards those sales and the excess of advance over receivables amounting to ` 3,894.42 Lakhs has been shown under current liability. Such advances are settled after full amount is received from the debtors.



56

NOTE NO. - 51

The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors that it has a good case for the COMPAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard.

NOTE NO. - 52

Advance Income Tax is net of provision for Income Tax of ` 17,749.72 Lakhs (Previous Year ` 13,497.73 Lakhs)

NOTE NO. - 53

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

NOTE NO. - 54

Previous Year/ period figures have been regrouped / rearranged wherever necessary to conform with the figures of the current period.




Braj BinaniChairman







57

(` in Lakhs)


A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 15,499.78 5,315.16

Adjustments for :

Depreciation/Amortisation 10,542.86 10,354.61

Interest and Finance Charges 21,089.69 16,140.07

Unrealised Exchange Rate Fluctuations( net) 961.20 545.67

(Profit)/ Loss on Sale/Discard of Fixed Assets 224.28 456.31

Dividend Received (50.99) (199.00)

Interest Income (6,156.82) (2,577.40)

Operating Profit before working capital changes 42,110.00 30,035.42

Adjustments for :

Inventories 2,001.51 (649.55)

Trade and Other Receivables 116.43 1,228.52

Trade and Other Payables 15,803.82 19,046.61

Cash Generated from Operations 60,031.76 49,661.00

Direct Taxes Paid/Refunds (1,859.75) (1,149.43)

Net Cash flow from/(used in) Operating Activities 58,172.01 48,511.57

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (10,667.26) (14,502.07)

(including capital work-in-progress)

Sale/Transfer of Fixed Assets 31.26 121.78

Interest and Dividend Income Received 6,171.33 2,779.89

Inter Corporate Deposit (Net) (14,754.00) (39,950.00)

Investments in Subsidiaries/Associates (19,190.08) (30,021.48)

Due from Subsidiaries/Associates 15,088.00 (11,595.00)

Other Advances 374.00 10,936.92

Net Cash flow from/(used in) Investing Activities (22,946.75) (82,229.96)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from/transfer of Long Term Borrowings 30,745.55 67,000.00

Repayment of Long Term Borrowings (42,885.76) (32,906.84)

Payment of Deferred Indirect Taxes (59.11) -

Dividend/Dividend Distribution Tax Paid - (5,479.93)

(Repayment of)/Proceeds from Bank Borrowings (Net) 920.20 3,183.28

Proceeds from Trade Deposits 154.27 222.24

Interest and Finance Charges Paid (21,201.51) (16,146.81)

Proceeds from Short Terms Borrowings - 3,600.00

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013



58

(` in Lakhs)


Repayment of Short Terms Borrowings (3,600.00) -

Net Cash flow from/(used in) Financing Activities (35,926.36) 19,471.94

D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (701.10) (14,246.45)

E. CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 8,208.22 22,454.67

F. CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR 7,507.12 8,208.22

Note : 1 Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 “Cash Flow Statements” as specified In the Companies (Accounting Standards) Rules 2006.

2 Cash and Cash Equivalents are Cash and Bank Balances as per Balance Sheet and includes ` 19.23 Lakhs (Previous Year `19.29 Lakhs) in respect of Unclaimed Dividend and ` 5,444.03 Lakhs (Previous Year ` 600.75 Lakhs) as margin, the balance of which is not available to the Company.

3 Previous Year figures have been recast / regrouped whereever considered necessary.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013 (Contd.)




Braj BinaniChairman







59

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Binani Cement LimitedWe have audited the accompanying consolidated financial statements of Binani Cement Limited (“the Company”) and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2013, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionBased on our audit and on consideration of reports of other auditors on separate financial statements of the components as explained in paragraph of 2 and 4 below and financial statements compiled and furnished by the management for remaining components as explained in paragraph 1 and 3 below and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:(a) in the case of the consolidated Balance Sheet, of the state of

affairs of the Company as at March 31, 2013;(b) in the case of the consolidated Profit and Loss Account, of

the profit for the year ended on that date; and

(c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Other Matters1. We have not audited the financial statements of the 8

subsidiaries (including 4 step down subsidiaries) included in the consolidated financial statements. These financial statements have been audited for the financial year ended 31st December, 2012. However, the management has compiled these financial statements for the year 1st April, 2012 to 31st March, 2013, since these are not audited up to and as at 31st March, 2013. These financial statements reflect total assets of ` 2,72,368 Lakhs as at 31st March, 2013, total revenues of ` 44,124 Lakhs and net cash outflows of ` 1,195 Lakhs for the year then ended.

2. Further, we have not audited the financial statements of 4 subsidiaries included in consolidated financial statements whose financial statement reflects total assets of ` 10,253 Lakhs as at 31st March, 2013, revenue of ` 2,334 Lakhs and net cash outflows of ` 37 Lakhs for the period/year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of other auditors.

3. We have relied on the unaudited financial statements and financial information of 14 step down subsidiaries, whose financial statements reflects total assets of ` 1,121 Lakhs as at 31st March, 2013, revenue of ` 2,474 Lakhs and net cash outflows of ` 979 Lakhs for the period/year then ended. These unaudited financial statements have been furnished to us by the management of the Company and our report in so far as it related to the amount included in respect of these subsidiaries is based solely on such unaudited financial statements and financial information.

4. Further, we have not audited the financial statement of a joint venture company of a subsidiary company included in consolidated financial statements whose financial statement reflects total assets of ` 46 Lakhs as at 31st March, 2013, revenue of ` Nil and net cash inflows of ` 21 Lakhs for the period then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of other auditors.

We are unable to comment upon the resultant effect of the change, if any, had the subsidiaries (including 18 step down subsidiaries) mentioned in para 1 and 3 been audited, on profit, assets and liabilities of the consolidated financial statements as at 31st March, 2013, however our opinion is not qualified in respect of this matter.

For Kanu Doshi Associates Chartered Accountants Firm Registration Number: 104746W

Mihir Hindocha Partner Membership No.112766

Place : Mumbai Date : April 23, 2013



60

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2013(` in Lakhs)

Particulars Note No. 31st March, 2013 31st March, 2012EQUITY AND LIABILITIESSHAREHOLDERS' FUNDS(a) Share Capital 3 18,860.38 18,860.38 (b) Reserves and Surplus 4 54,415.53 44,047.37

73,275.91 62,907.75 MINORITY INTEREST 3,636.66 3,758.05

NON-CURRENT LIABILITIES(a) Long-Term Borrowings 5 137,618.89 159,001.17 (b) Deferred Tax Liabilities (net) 19,873.30 19,463.00 (c) Other Long Term Liabilities 6 3,520.17 3,366.66 (d) Long Term Provisions 7 406.74 339.18

161,419.10 182,170.01 CURRENT LIABILITIES(a) Short-Term Borrowings 8 10,329.66 9,052.90 (b) Trade Payables 9 63,187.78 48,240.50 (c) Other Current Liabilities 10 87,399.49 80,765.73 (d) Short-Term Provisions 11 293.99 92.86

161,210.92 138,151.99 TOTAL 399,542.59 386,987.80

ASSETSNON-CURRENT ASSETS(a) Fixed Assets

(i) Tangible Assets 12 208,287.81 209,375.57 (ii) Intangible Assets 12 52,479.21 49,962.12 (iii) Capital Work-in-Progress 15,802.57 13,301.11 (iv) Intangible Assets Under Development 8.99 8.98 (b) Long Term Loans and Advances 13 18,292.72 22,162.96

294,871.30 294,810.74 CURRENT ASSETS(a) Inventories 14 20,696.22 21,392.20 (b) Trade Receivables 15 4,430.74 4,487.42 (c) Cash and Bank Balances 16 13,332.42 16,222.86 (d) Short-term Loans and Advances 17 65,801.41 49,771.84 (e) Other Current Assets 18 410.50 302.74

104,671.29 92,177.06

TOTAL 399,542.59 386,987.80

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2

The accompanying notes are integral part of the financial Statements




Braj BinaniChairman







61

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013 (` in Lakhs)

Particulars Note No. 31st March, 2013 31st March, 2012 INCOMERevenue from Operations 19 300,832.49 257,740.53 Less : Excise Duty 33,939.67 30,430.15 Revenue from Operations (net) 266,892.82 227,310.38 Other Income 20 6,586.22 4,899.95 TOTAL REVENUE 273,479.04 232,210.33

Expenses :Cost of Materials Consumed 21 42,880.54 42,737.12 Purchase of Stock-in-Trade 2,387.22 2,178.13 Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

(1,421.44) 1,909.70

Employee Benefits Expenses 22 8,284.32 6,210.51 Financial Costs 23 24,836.03 18,942.75 Depreciation and Amortization Expense 15,404.19 12,543.67 Other Expenses 24 173,083.89 147,563.48 Total Expenses 265,454.75 232,085.36 Profit before prior period item, exceptional and extraordinary items and tax

8,024.29 124.97

Exceptional Items - 1,250.34 Profit / (Loss) before extraordinary items and tax 8,024.29 (1,125.37)Extraordinary Items - - Profit / (Loss) Before Tax 8,024.29 (1,125.37)

Tax Expense: Less -Current Tax 3,128.19 280.45 Less -Tax of Earlier Years (200.21) 40.77 Less -Deferred Tax (net) 410.66 464.00 Less - Fringe Benefit Tax 3.06 3.11 Profit / (Loss) for the period from continuing operations 4,682.59 (1,913.70)Profit / (Loss) for the Year 4,682.59 (1,913.70)Earning Per Equity Share 42Basic 2.48 (1.01)Diluted 2.48 (1.01)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2

The accompanying notes are integral part of the financial Statements




Braj BinaniChairman








62

NOTES ATTACHED ON CONSOLIDATED BALANCE SHEET & PROFIT & LOSS STATEMENT AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2013NOTE NO. - 1

CORPORATE INFORMATION

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

NOTE NO. - 2

SIGNIFICANT ACCOUNTING POLICIES

(i) Basis of Accounting

The accompanying consolidated financial statements of the Company, its subsidiary companies 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 Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of Companies Act, 1956.

(ii) Basis of Preparation

a) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

The financial statements of a Joint Ventures have been consolidated by using the proportionate consolidation method as per AS-27 -”Financial Reporting of Interests in Joint Ventures”.

b) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as Holding Company’s separate financial statements, as far as possible, except as provided under para 2 (iv) (e), 2 (iv) (f), 2 (iv) (g), 2 (vi) (b), 2 (viii) (g), 2 (viii) (h), 2(x) (d), 2 (xii) (b), 2 (xiii) (d), 2 (xv), 2 (xvi) (b), 2 (xxii) and 2 (xxiii).

c) In case of financial statements of an non-integral foreign operation, the assets and liabilities are translated at the closing rate. Income and expense items are translated at exchange rates at an average rates and all resulting exchange differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment.

d) Minority Interest’s share of net profit of consolidated subsidiaries for the year/period is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.

e) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding together the book values of like items of asets, libilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Acounting Standard (AS) 21 - “Consolidated Financial Statements”.

(iii) Use of Estimates

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires the management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainity about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amount of assets or liabilities in future periods.

(iv) Revenue Recognition

a) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincide with despatch of products to customers and Export sales are accounted on the basis of dates of Bill of Lading. Sales are net of Rebates & Discounts.

b) In case of sale of Carbon Credits (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer.

c) Export benefits are accounted on the basis of application filed with the appropriate authority.

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

e) In case of Shandong Binani Rong’An Cement Co. Ltd. (SBRCC), subsidy Income is recognized when received and revenue from operating lease is recognized on a straight line basis over the period of the lease.


63

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

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

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

i) Income from service are recognized on accrual basis.

(v) Accounting of Claims

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

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

(vi) Tangible Fixed Assets

a) Fixed Assets are stated at cost, net of Cenvat less specific grants received, if any and accumulated depreciation and impairment loss if any. Cost includes trial run and stablisation expenses, interest, finance costs and incidental expenses up to the date of capitalization. Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits arising from the existing assests beyond its previously assesed standard of performance.

b) In case of SBRCC, Fixed Assets include assets related to the operation of the Company having useful life over one year.Fixed Assets also include equipment other than the main production equipment with individual values of over RMB 2,000 equivalent to ` 17,267/- and useful lives in excess of 2 years.

c) Capital Work-in-Progress includes cost of fixed assets that are not yet ready for the intended use, at the Balance Sheet Date.

(vii) Intangible Assets

Intangible Assets are stated at cost of acquisition less accumulated amortization.

(viii) Depreciation & Amortisation

a) Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered.

b) Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner prescribed as per Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company. However Buildings and Roads inside plant are treated as Factory Buildings and depreciation charged accordingly.

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

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

e) Assets having individual value below ̀ 5,000 are depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year.

f) Expenditure on major computer software is amortised on a straight-line method over the period of five years.

g) In case of Binani Ready Mix Concrete Ltd, SBRCC, PT Anggana Energy Resources, Bhumi Resources (Singapore) PTE Limited, Binani Mineral Resources LLC and subsidiaries of BCF LLC, the depreciation on fixed assets and intangible assets is provided for on SLM basis over the estimated useful life at rates permissible under applicable local laws.

h) In case of Binani Cement Factory (BCF LLC) cost of each assets is depreciated over the estimated useful lives on straight line basis except in respect of Plant and Machinery (Main) where the method of depreciation has been changed from Straight Line method to unit of production method w.e.f. 1st January 2012. As a result of the above change, depreciation for the current year is lower by ` 744.17 Lakhs (AED 5,021,565.81) and loss for the year is lower by ` 744.17 Lakhs (AED 5,021,565.81).

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

(ix) Impairment of Assets

At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of Assets” issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognized in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount.



64

(x) Valuation of Inventories

a) Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted average cost (net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories are not written down below cost if the finished products in which they are used and expected to be sold at or above cost.

b) Finished Goods and Work – in – Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.

c) In case of Binani Cement Factory LLC (BCF LLC), Dubai, Stock are valued at the lower of the cost or net realisable value. Raw Materials comprising of clinker and slag and packing materials are valued at cost using the First in First out (FIFO) method. Consumables are valued at cost using specific identification method. Raw material comprising of gypsum and limestone are valued at cost using the Weighted Average Method (WAM).

(xi) Investments

Investments classified as long term investments are stated at cost. Provision is made to recognize any diminution other than temporary in the value of such investments. Current Investments are carried at lower of cost and fair value.

(xii) Foreign Exchange Transactions

a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the premium / discount are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment. Non-monetary items at the balance sheet date are stated at historical cost. Year end Foreign Debtors/Creditors are restated as per the rate prevailing on the date of closing of the accounts for respective currencies.

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

Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange rates stipulated by the People’s Bank of China (“the stipulated exchange rates”) on the first day of the month in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into RMB at the stipulated exchange rates at the balance sheet date. Exchange differences arising from these translations are expensed, except for those attributable to foreign currency borrowings that have been taken out specifically for the construction of fixed assets, which are capitalized as part of the fixed asset costs and those arising in the pre-operating period, which are recorded as long-term prepaid expenses.

(xiii) Employee Benefits

a) Defined Contribution Plan

Contribution to defined contribution plans are recognized as expense in the Profit and Loss Account, as they are incurred.

b) Defined Benefit Plan

Company’s liabilities towards gratuity and leave encashment are determined using the projected unit credit method as at Balance Sheet date. Actuarial gains / losses are recognized immediately in the Profit and Loss Account. Long term compensated absences are provided for based on actuarial valuation.

c) Short Term Employee Benefit

All employee benefits payable within twelve months of rendering the service are recognized in the period in which the employees renders the related services.

d) Employees’ Benefits

In case of BCF LLC Provision is made for end of service benefits (gratuity) payable to employees in accordance with UAE Labour Law regulations and is based on current remuneration and cumulative period of service at the reporting date.

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

In case of Binani Mineral Resources LLC, as required by law the Company makes contribution to social and health insurance scheme and such contribution are recognised as an expense in the income statement as incurred.


65

(xiv) Borrowing Costs

Borrowing costs which are directly attributable to acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of that asset. upto the date when such asset is ready for its intended use or sale. Other borrowing costs are recognized as expenses in the period in which they are incurred.

(xv) Statutory Reserve

a) In case of BCF LLC, statutory reserve is created by appropriating 10% of the profit of the Company as required by Article 255 of the UAE Commercial Companies Law No.8 of 1984, as amended. the Company can discontinue such annual transfers when the reserve totals 50% of the paid up share capital. The reserve is not available for distribution except as provided in the Federal Law.

b) In case of Binani Cement Company WLL, Kuwait, Kuwait Commercial Companies’ Law and the Company’s articles and memorandum of association requires that 10% of the profit for the year, before contribution to Kuwait Foundation for Advancement of Science and directors’ remuneration, is transferred to the statutory reserve. the Company may resolve to discontinue such transfer when the reserve totals 50% of the paid up share capital. The reserve is not available for distribution except for payment of dividend of 5% of paid up share capital in years when profit in not sufficient for the payment of such dividend.

(xvi) Income Taxes

a) Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting Standard 22 on “Accounting For Taxes on Income”, issued by the ICAI. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising on account of unabsorbed depreciation and losses are recognized if there is virtual certainty that sufficient future taxable income will be available to realise the same.

b) In case of foreign subsidiary and step down subsidiary companies Income Tax / Deferred Tax have been provided in accordance with laws of country in which the Company is operating.

c) Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Profit and Loss Account and shown as MAT Credit Entitlement. the Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that the Company will pay normal income tax during the specified period.

(xvii) 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. Contingent assets are neither recognized nor disclosed in the accounts.

(xviii) Segment Reporting Policies

Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.

(xix) Operating Lease

The lease where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Statement.

(xx) Earning Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.



66

(xxi) Expenditure During Construction Period

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

(xxii) Derivatives

In case of BCF LLC, Derivatives are stated at fair values. Derivatives with positive market values (unrealised gains) are included in assets and derivatives with negative market values (unrealised loses) are included in liabilities. Change in fair values are recognized in profit or loss.

(xxiii) Long Term Prepaid

In case of SBRCC, During the Previous Year the expenses incurred during the Company’s pre-operating period were recorded as long-term prepaid expenses and were expensed in the first month of commercial operations.

(xxiv) Cash and Cash Equivalents

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

(xxv) Principles of Consolidation

Subsidiaries / step down subsidiaries and Joint Venture considered for consolidation :

The financial statements of all Indian Subsidiaries including Indian Step down subsidiaries and Joint venture are consolidated on the basis of their stand alone / consolidated accounts available for the year ended 31st March, 2013.

i) The Consolidated Financial Statements include the financial statements of the following overseas / Indian subsidiaries and overseas step down subsidiaries and Joint Venture:

Name of Company Relation with Holding Company

Country of Incorporation

% of Share

Holding

Accounting Year / Period considered for

consolidation

Krishna Holdings Pte Ltd.(KHL) Subsidiary of BCL Singapore 100% April’12 - March’13

Murari Holdings Ltd. (MUHL) -do- British Virgin Islands

100% April’12 - March’13

Mukundan Holdings Ltd. (MHL)

-do- British Virgin Islands


Swiss Merchandise Infrastructure Ltd.

-do- India 100% April’12 - March’13

Merit Plaza Ltd. -do- India 100% April’12 - March’13

Binani Readymix Concrete Limited (BRMC)

-do- India 100% April’12 - March’13

Binani Energy Private Ltd. -do- India 100% October’12 - March’13

Bhumi Resources (Singapore) PTE Ltd.(Bhumi)

-do- Singapore 100% April’12 - March’13

PT Anggana Energy Resources Step-down Subsidiary of BCL (Subsidiary of Bhumi)

Indonesia 100% April’12 - March’13

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

Stepdown Subsidiary of BCL (Subsidiary of KHL)

China 90% April’12 - March’13

Binani Mineral Resources (Mongolia) LLC

Stepdown Subsidiary of BCL (Subsidiary of KHL)

Mongolia 100% April’12 - March’13

Binani Cement Factory LLC (BCF LLC)

Step-down Subsidiary of BCL (Subsidiary of MHL & MUHL)

United Arab Emirates


Binani Cement Company WLL * Step-down Subsidiary of BCL (Subsidiary of BCFLLC)

Kuwait 100% April’12 - March’13

Binani Cement Factory (SFZ) Ltd.

* -do- Republic of Sudan

100% April’12 - October’12


67

Name of Company Relation with Holding Company

Country of Incorporation

% of Share

Holding

Accounting Year / Period considered for

consolidation

BC Tradelink Ltd. -do- Tanzania 100% April’12 - March’13

Binani Cement Factory(Kenya) Ltd.

-do- Kenya 100% April’12 - March’13

Binani Cement (Uganda) Ltd. -do- Uganda 100% April’12 - March’13

Binani Cement SARL (Djibouti) * -do- Djibouti 100% April’12 - March’13

Binani Cement Factory Mauritius

-do- Mauritius 100% April’12 - March’13

Binani Cement Co Ltd. (Sudan) * -do- Sudan 100% April’12 - October’12

Rightside Investments (Pty) Ltd.

* -do- Republic of South Africa

100% April’12- December’12

Binani Cement Co Ltd. (South Sudan)

* -do- South Sudan 100% April’12 - September’12

Trans Africa Cement Ltd. (Mauritius)

* -do- Mauritius 100% April’12 - October’12

Weighbridge Investments (Pty) Ltd. Botswana

* -do- Botswana 100% April’12 - September’12

Christo Schutte Investments Number Nine (Pty) Ltd. Namibia

* -do- Namibia 100% April’12 - Feburary’13

Binani Cimentos (Mozambique) LDA

* -do- Mozambique 100% April’12 - October’12

Surya Ready Mix Private Ltd. Joint Venture of Subsidiary BRMC India 50% August’12 to March’13

i) For calculation of Goodwill / Capital Reserve, the pre acquisition profits and reserves of the acquired subsidiaries, wherever applicable, have been considered on (no. of days) prorata basis.

ii) The excess of cost of investment in the Subsidiary Companies over the Company’s portion of equity of the subsidiary at the date of investment made is recognized in the financial statements as goodwill. This goodwill is tested for impairment at the close of each financial year. The excess of Company’s portion of equity of the Subsidiary over the cost of the investment therein is treated as Capital Reserve.

iii) In view of the management, the effect of exception stated in 2 (ii)(c) above is not quantifiable.

iv) During the year Binani Readymix Concrete Limited has invested in a Joint venture Surya Ready Mix Private Limited. The financial statements of Surya Ready Mix Private Limited for the year ended 31st March, 2013 have been consolidated on proportionate basis.

* These Companies were closed during the year. The financial statements of these Subsidiaries including step down subsidiaries are consolidated on the basis of their stand alone accounts available from 1st April, 2012 till closure of the companies.



68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013

NOTE NO. - 3SHARE CAPITAL (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Authorised 423,899,600 Equity Shares (Previous Year 423,899,600) of ` 10/- each

42,389.96 42,389.96

42,389.96 42,389.96 Issued, Subscribed and Paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up

18,860.13 18,860.13

Add: Amount paid up on forfeited Shares 0.25 0.25 TOTAL 18,860.38 18,860.38

3.1 Reconciliation of number of shares outstanding at the beginning and at the end of the year

31st March, 2013 31st March, 2012 Equity Shares No. of Shares ` in Lakhs No. of Shares ` in Lakhs

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

Add: Issued During the Year - - - -

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

3.2 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 share entitled to one vote per share. The Company declares and pays dividends in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

3.3 18,56,49,464 - 98.43% (Previous Year 18,16,86,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company - Binani Industries Limited and its nominees.

3.4 14,500,000 Equity Shares have been bought back in financial year 2010-11 under tender offer route and later extinguished.

NOTE NO. - 4RESERVE & SURPLUS (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 Capital Redemption Reserve Opening Balance 1,450.00 1,450.00 Add/Less : Transfer from/(to) Profit and Loss Account - -

1,450.00 1,450.00 Debenture Redemption Reserve Opening Balance 438.00 1,200.00 Add/Less : Transfer from/(to) Profit and Loss Account (438.00) (762.00)

- 438.00 General Reserve Opening Balance 7,843.00 7,843.00

Add: Transfer from Profit and Loss Account - - 7,843.00 7,843.00


69


(` in Lakhs)PARTICULARS 31st March, 2013 31st March, 2012 Foreign Currency Translation ReserveOpening Balance 12,581.74 707.57 Add : Exchange Difference during the year on net Investment in non integral foreign operations

5,347.75 11,874.17

17,929.49 12,581.74 Balance in Profit & Loss Account Opening Balance 21,734.63 22,780.89 Transferred from Profit and Loss Statement 4,682.59 (1,913.70)

26,417.22 20,867.19 Minority Interest 337.82 105.44 Transfer (to)/from Debenture Redemption Reserve 438.00 762.00

27,193.04 21,734.63 TOTAL 54,415.53 44,047.37

NOTE NO. - 5LONG TERM BORROWINGS Term Loans From Bank Secured 135,807.75 141,627.75 Unsecured - 12,500.00

135,807.75 154,127.75 Financial Institutions Secured 376.26 1,059.88 Unsecured - -

376.26 1,059.88 Deferred Payment Liabilities Secured - - Unsecured 1,434.88 3,813.54

1,434.88 3,813.54 TOTAL 137,618.89 159,001.17

NOTE NO. - 6OTHER LONG TERM LIABILITIES Other Payable Trade Deposits 3,520.17 3,366.66 TOTAL 3,520.17 3,366.66

NOTE NO. - 7LONG TERM PROVISIONS Provision for employee benefits Gratuity (unfunded) 159.21 129.69 Leave Encashment (unfunded) 247.53 209.49 TOTAL 406.74 339.18



70


(` in Lakhs)PARTICULARS 31st March, 2013 31st March, 2012 NOTE NO. - 8SHORT TERM BORROWINGS Short term Loans Loans repayable on demand From Bank - Secured 8,418.43 4,626.38 - Unsecured - -

8,418.43 4,626.38 Loans and Advances from related parties - Unsecured - 4.07

- 4.07 Other Loans- Secured - 3,600.00 - Unsecured 1,911.23 822.45

1,911.23 4,422.45 TOTAL 10,329.66 9,052.90

NOTE NO. - 9TRADE PAYABLES Trade Payables for Goods 43,410.59 32,321.63 Trade Payables for Services 19,777.19 15,918.87 TOTAL 63,187.78 48,240.50

NOTE NO. - 10OTHER CURRENT LIABILITIES Current maturities of Long term debt 53,252.05 47,043.05 Interest accrued but not due on borrowings 91.74 275.42 Unpaid Dividends 19.17 19.23 Advance from Customer 4,823.63 6,625.06 Other Liabilites (Includes Statutory Liabilities & Payable for Capex)

29,212.90 26,802.97

TOTAL 87,399.49 80,765.73

NOTE NO. - 11SHORT TERM PROVISIONS Provision for employee benefitsFor Gratuity 141.72 47.62 For Leave Encashment 28.62 33.34

170.34 80.96

OthersFor Current Tax (net) 89.88 1.07 For Others 33.77 10.83

123.65 11.90

TOTAL 293.99 92.86


71

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6.63

Addi

tions

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ing

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10.7

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8 2

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44,

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98

49,

962.

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259

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BCL

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LLC:

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Sep

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72


(` in Lakhs)PARTICULARS 31st March, 2013 31st March, 2012 NOTE NO. - 13 LONG TERM LOANS AND ADVANCES Unsecured considered good

Capital Advances 13,001.25 15,802.98 Security Deposits 933.91 923.23 Others ( include Advance Tax, MAT Credit ) Advance Tax Including Tax deducted at Source (net) 93.10 2,485.33 Mat Credt Entitlement 3,877.99 2,733.00 Advances recoverable in cash or in kind 386.47 218.42 TOTAL 18,292.72 22,162.96

NOTE NO. - 14INVENTORIES Raw Material and Packing Material 5,175.68 3,577.53 Work - in - Process 72.99 51.33 Finished Goods 5,121.47 3,672.65 Stock in Transit 18.44 - Stores and Spares Parts and Fuel 10,015.98 14,054.34 Stores and Spares Parts and Fuel- in transit 271.12 - Loose Tools 20.54 36.35 TOTAL 20,696.22 21,392.20

NOTE NO. - 15TRADE RECEIVABLESTrade receivables outstanding for a period less than six months from the date they are due for payment Unsecured, considered good 4,430.67 4,487.42

4,430.67 4,487.42 Trade receivables outstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered good 0.07 -

0.07 - TOTAL 4,430.74 4,487.42

NOTE NO. - 16CASH AND BANK BALANCES Cash and Cash Equivalent Balances with Banks : Current Accounts 3,731.76 13,469.14 Deposit Accounts 4,101.54 2,099.95 Cheques, drafts on hand 10.73 16.38 Cash on hand 22.57 17.35

7,866.60 15,602.82

Other Bank Balances Dividend Accounts 19.23 19.29 Bank Deposits with more than three months but less than 12 months (in Margin Money) 5,446.59 600.75

5,465.82 620.04

TOTAL 13,332.42 16,222.86


73

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013 (` in Lakhs)

PARTICULARS 31st March, 2013 31st March, 2012 NOTE NO. - 17SHORT TERM LOANS AND ADVANCES Loans and advances to related parties (Unsecured considered good)Due from Fellow Subsidiary Companies 1,417.13 4,036.34 Due from Holding Company 54,704.00 39,950.00

56,121.13 43,986.34 Others (Unsecured considered good) Advances recoverable in cash or in kind 5,167.92 999.06 Advance Tax Including Tax deducted at Source 2.36 0.24 Balance with Statutory and Government Authorities 4,510.00 4,786.20

9,680.28 5,785.50 TOTAL 65,801.41 49,771.84

NOTE NO. - 18OTHER CURRENT ASSETS Interest Receivable 276.52 99.46 Assets held for disposal 45.00 203.28 Derivative Assets 88.86 - Preliminary Expense 0.12 - TOTAL 410.50 302.74

NOTE NO. - 19REVENUE FROM OPERATIONS Sale of Products / By Products / Services

Cement 262,492.04 249,488.24 Clinker 31,003.05 6,472.79 GGBFS 2,820.83 649.16 Ready Mix Concrete 2,365.44 - Others 103.98 131.73 298,785.34 256,741.92 Other operating revenues 2,047.15 998.61 TOTAL 300,832.49 257,740.53

NOTE NO. - 20OTHER INCOME Interest Income 6,280.46 2,930.95 Dividend Income 50.99 200.86 Other Miscellaneous Income 254.77 1,768.14 TOTAL 6,586.22 4,899.95

NOTE NO. - 21RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTIONRaw Material Consumed Limestone 9,006.45 8,971.25 Clinker 3,990.99 4,371.24 Cement 1,291.69 2,178.00 Gypsum 5,438.53 5,242.97 Fly Ash 9,257.89 9,096.05 Other 4,246.65 4,051.61 Packing Materials 9,648.34 8,826.00

TOTAL 42,880.54 42,737.12



74

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013 (` in Lakhs)


NOTE NO. - 22

EMPLOYEE BENEFIT EXPENSE Salaries and Wages 7,333.10 5,385.73



TOTAL 8,284.32 6,210.51

NOTE NO. - 23

FINANCE COSTS Interest Expenses 23,947.41 17,726.32

Other Borrowing Costs 767.68 957.68

Loss on foreign currency transactions (net) 120.94 258.75

TOTAL 24,836.03 18,942.75

NOTE NO. - 24

OTHER EXPENSES Power & Fuel 77,581.02 62,820.88

Freight and Loading Expenses on Clinker Transfer 5,462.71 4,412.09

Consumption of Stores and Spares 6,272.94 5,753.42

Repairs and Maintenance

- Buildings 176.64 182.91

- Plant and Machinery 1,567.68 1,385.99

- Others 118.02 92.93

Other Operating Expenses 3,106.13 2,479.03

Rent 746.82 796.40

Insurance 1,013.64 669.67

Rates and Taxes 191.11 601.10

Advertisement and Sales Promotion 76.57 388.49

Directors Fee 12.27 2.03

Freight & Forwarding 51,657.42 46,561.50

Foreign Exchange fluctuation (Gain) / Loss (net) 2,541.53 1,559.87

Royalty on Trade mark 11,045.13 8,062.39

Bad Debts written off - 354.43

Commission to Selling Agents 3,520.45 3,337.45

Loss on sale / discard of Fixed Assets 230.76 456.31

Management Fees 3,938.50 3,114.30

Miscellaneous Expenses 3,824.55 4,532.29

TOTAL 173,083.89 147,563.48


75

NOTE NO. - 25 ESTIMATED AMOUNTS OF CONTRACTS AND COMMITMENTS REMAINING TO BE EXECUTED AND NOT PROVIDED FOR (NET OF ADVANCES):

(` in Lakhs)


The estimated amount of contracts and commitments remaining to be executed on capital account not provided for (Consolidated)

27,912.16 13,830.59

NOTE NO. - 26 CONTINGENT LIABILITY

I Contingent Liabilities not provided for:-

(` in Lakhs)


a) Claims against the Companies not acknowledged as debts in respect of various Tax matters (Net of amount paid under protest ` 1,428.89 Lakhs (Previous Year ` 259.87 Lakhs))

3,378.16 3,334.97

b) Claims against the Companies not acknowledged as debts in respect of other matters. 1,835.32 1,023.34

c) Guarantees given by Banks 435.08 409.68

d) Corporate Guarantees given to Bank for Loans to Holding Company and Fellow Subsidiaries

190,443.62 177,399.69

e) Letters of Credit opened by Banks 622.84 1,141.03

II The Company has placed a purchase order for procurement of “Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the ship M/s Great Eastern Shipping Co. Ltd. has filed the suit against the Company for the providing original Bills of lading. We have informed to that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred/to be incurred by Binani Cement Limited till the time matter is finally resolved. The Company have incurred expenses of ` 740.3 Lakhs up to 31.03.2013 (upto Previous Year ` 503.79 Lakhs) to defend the suit filed by M/s Great Shipping Co.Ltd. and debited the same to the account of supplier as to be recovered from the party.

NOTE NO. - 27 The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee,

but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. the Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon’ble Rajasthan High Court, Jodhpur contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Hon’ble High Court has dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Hon’ble Supreme Court. Pending the decision of the Supreme Court, no provision has been made for the differential Sales Tax Incentive of ` 13,327.19 Lakhs (excluding interest, if any) availed by the Company till 31st March, 2006.

However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. the Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as Unsecured Loan. (Refer Note no. 5 & 10). the Company has paid ` 59.11 Lakhs under protest during 2012-13.

During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. the Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company has continued to defer 75% of the VAT liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008.

Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned ` 280.47 Crores in Nov.’2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the Hon’ble High Court, Jaipur bench, based on the fact that the SLSC has not replied to our review application within the time frame as per the the New Rajasthan Sales Tax Incentive Scheme, 1989 and the decision is pending for review till date, hence the Company has continued to avail the deferment benefit treated as deemed to be sanctioned. Further, the Company has made an application to the State Government / SLSC to revise the amount of EFCI from ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under the Incentive Scheme. The Company has continued to avail the deferment benifit, pending the decision of State Government / SLSC.

Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 17,741.77 Lakhs against which we have deposited ` 399.21 Lakhs under protest as per the directions of the Hon’ble High Court and ` 600 Lakhs has been also deposited under protest during 2012-13. The Matter is pending for decision before Hon’ble Rajasthan High Court / State Government.



76

NOTE NO. - 28

The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit & loss statement.

NOTE NO. - 29

The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest (Previous Year ̀ 333.06 Lakhs) shown as current liability in note 10, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 06. the Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50% of amount assessed and submit solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of ` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted solvent security for the balance amount.

NOTE NO. - 30

The Company was selling Cement on inter-state sales @ 6% CST without “C” form u/s 8(5) of CST act as per notification no. F.4(1)FD/Tax Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of “C” or “D” form in the earlier notifications issued prior to 11.05.2002 on 27.09.2005, which cleary establishes that prior to amendment in the notification, there was no requirement of ‘C’ forms unless the notifications are amended. The above referred notification dated 21.01.2000 was rescinded by the Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Hon’ble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against submission of bank guarantee for the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank Guarantees of ` 60.52 Lakhs (including interest) to the Assessing Authority, Commercial Taxes Department, Pali.

NOTE NO. - 31 LOANS- SECURED

I BINANI CEMENT LIMITED

(` in Lakhs)Nature of Loans 31st March,

201331st March,

2012A DEBENTURES

11.95% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.95% SRNCD)

Secured by a) a charge created on the movable and immovable properties of the Company both present and future (except (a) the Assets Specifically charged (see note below) b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and c) Corporate Guarantee of Binani Industries Limited (BIL).

The Debenture redeemed in a period of 6 years in quarterly instalments of ` 291.70 Lakhs, commencing from 31st March, 2007 and ending on 31st December, 2012.

- 875.00

B. TERM LOANSI) Financial Institutionsa) Eksport Kredit

Finansiering A/S - Foreign Currency Loans

Secured by a) Exclusive first charge on the assets imported from M/s. F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered with EKF A/s. b) Pari Passu charge on Trust and Retention account and c) Corporate Guarantee of BIL. Loan repayable in 11 equal half yearly instalments of USD 6.86 Lakhs commencing from June, 2009 and interest rate 1.26% p.a. (Libor+75 bps).

1,128.78 1,766.47


77


201331st March,

2012

II) Banks

a) IDBI Bank Ltd. (IDBI) - Term Loans

Secured/to be secured a) first mortgage and charge created on movable and immovable properties of the Company both present and future ((a) except the assets charged Specifically (see note below) b) Corporate Guarantee of BIL, except the term loan of ` 6,000 Lakhs and ` 7,500 Lakhs (whose outstanding as on 31st March, 2013 is ` 1,500 Lakhs and ` 7,500 Lakhs) and c) Pari Passu charge on Trust & Retention Account (Except for term loan of ` 6,000 Lakhs and ` 7,500 Lakhs). Term loans repayable ` 7,071.01 Lakhs in Financial Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 2014-15 to 2015-16, ` 2,615.96 Lakhs for Financial Year 2016-17, ` 2,290.92 Lakhs for Financial Year 2017-18 and ` 954.55 Lakhs for Financial Year 2018-19 and Interest rate ranging from 12.50% to 14.25% per annum

24,074.46 28,985.77

b) Syndicate Bank - Term Loan

Secured/to be secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

Loan repayable in 14 equal quarterly instalments of ` 285.71 Lakhs commencing from December, 2011 and Interest rate 13.50% per annum.

2,285.70 3,428.56

c) Syndicates Bank - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except the Assets Specifically charged (see note below) b) Post dated cheques for payment of principal & Interest and c) Personal Guarantee of a promoter Director. Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from June, 2015 and Interest rate @ 12.50% per annum.

7,500.00 7,500.00

d) Syndicate Bank - Rupee Term Loan

Secured/to be secured by a) second charge on the Company’s fixed assets both present and future except assets specifically charged (see note below).

Loan repayable in 5 yearly instalments (at the end of 1st and 2nd year ` 1,500 Lakhs each, at the end of 3rd and 4th year ` 2,500 Lakhs each and of 5th year ` 2,000 Lakhs) commencing from November, 2012 and Interest rate @ 12.50% per annum.

8,500.00 10,000.00

e) UCO Bank - Term Loan Secured/to be secured by a) pari passu subservient hypothecation charge on the plant and machinery of the Company except assets specifically charged (see note below) b) Post dated cheques for repayment of Principal & Interest.

Loan repaid in 4 equal quarterly instalments of ` 1,500 Lakhs commencing from June 2012 and Interest rate @ 12.70% per annum.

- 6,000.00

f) Central Bank of India - Term Loan

Secured/to be secured by a) pari passu subservient hypothecation charge on the movable assets of the Company except assets specifically charged (see note below). b) Post dated cheques for repayment of Principal & Interest.

Loan repaid in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012.

- 5,000.00



78


201331st March,

2012g) State Bank of India -

Term Loan Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below).

Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, ` 3,500 Lakhs and ̀ 3,500 Lakhs commencing from September, 2012.

- 10,000.00

h) Punjab National Bank - Term Loan

Secured / to be secured by pari passu subservient hypothecation charge on the Fixed Assets of the Company except assets specifically charged (see note below)

Loan repayable in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from October, 2013 and Fixed Interest rate @ 11% per annum.

5,000.00 5,000.00

i) Bank of Baroda - Term Loan

Secured/to be secured by a) Subservient charge on fixed assets of the Company both movable & immovable except assets specifically charged (see note below).

Loan repayable in 4 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012 and Interest rate @ 12.75%% per annum.

5,000.00 10,000.00

j) Central Bank of India - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 20 equal quarterly instalments of ` 1,000 Lakhs commencing from December, 2011 and Interest rate @ 12.75% per annum.

14,000.00 18,000.00

k) Yes Bank - Term Loan Secured/to be secured by a) Exclusive first charge on movable and immovable properties including land of first phase of 2x22.30 MW captive thermal power plant, comprising of 1x22.30 MW power plant, all associated equipments and shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant and on other such assets. b) post dated cheques.

Loan repayable in 16 equal quarterly instalments of ̀ 625 Lakhs commencing from December, 2012 and Interest rate @13.10% per annum.

8,750.00 10,000.00

l) Bank of Baroda - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below).

Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from January, 2015 and Interest rate @ 12.50% per annum.

7,500.00 7,500.00

m) Indian Overseas Bank - Term Loan

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below).

Loan repayable in 8 equal quarterly instalments of ` 1,875 Lakhs commencing from June, 2015 and Interest rate @ 13% per annum.

15,000.00 15,000.00

n) Ratnakar Bank - Term Loan

Secured/to be secured by a) Subservient hypothecation charge on the entire current assets and movable fixed assets both present and future of the Company except assets specifically charged (see note below). b) Post dated cheques for payment of principal.

Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs commencing from January, 2013.

- 3,600.00


79


201331st March,

2012

o) Central Bank of India - Rupee Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below)

Loan repayable in 7 yearly Instalments of ` 700 Lakhs in 1st year, ` 1,300 Lakhs in 2nd year, ` 2,000 Lakhs, in each from 3rd year to 7th year, commencing from 31st March, 2015 and Interest rate @ 12.75% per annum.

12,000.00 -

p) Union Bank of India - Rupee Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 290 Lakhs in Financial Year 2014-15, ` 540 Lakhs in Financial Year 2015-16 and ` 834 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12% per annum.

5,000.00 -

q) State bank of Patiala - Term Loan

Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below). b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited.

Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380 Lakhs in Financial Year 2015-16 and ̀ 583 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12.75% per annum.

2,500.00 -

r) Bank of Baroda - Term Loan

Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below)

Loan repayable ` 525 Lakhs in Financial Year 2014-15, ` 975 Lakhs in Financial Year 2015-16 and ` 1,500 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 11.75% per annum.

9,000.00 -

s) Punjab National Bank - Term Loan

Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below).

Loan repayable in 20 quarterly instalments i.e. 30th January, 2014 and Interest rate @ 13.25% per annum.

2,245.55 -

C. WORKING CAPITAL DEMAND LOANS / CASH CREDITFrom Scheduled Banks Secured against a) First pari passu charge by way of

hypothecation of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods, Consumables, Stores & Spares and Packing Material, Book Debts and other Receivables belonging to the Company, b) Second pari passu charge on the fixed assets of the Company c) Corporate Guarantee of BIL and d) pari passu charge on Trust and Retention Account.

4,103.48 3,183.28

Agreegate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs), secured by Personal Guarantee of Shri Braj Binani.

Assets Specifically Charged

i) The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes Bank Limited.



80

ii) The assets imported from M/s F. L. Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and

iii) The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank.

II Mukundan Holdings Limited TERM LOANS -Bank Bank of Baroda : Outstanding - ` 10,901 Lakhs (USD 20,000,000) (Previous Year ` 10,393.24 Lakhs (USD 20,000,000)). The term facility is secured by following: • PariPassuPledgeof100%sharesoftheCompanyheldbyBinaniCementLimited,India,theGuarantor. • NegativelienontheassetsoftheBinaniCementFactoryLLC,Dubai. • Nondisposalundertakingforbeneficialinterestof51%sharesofBinaniCementFactoryLLC,DubaiheldbyMurariHoldings

Limited. • Nondisposalundertakingforbeneficialinterestof49%sharesofBinaniCementFactoryLLC,DubaiheldbyMukundan

Holding Ltd, 100% WOS of BCL. • PariPassuchargeovertheESCROWAccountheldundertheUSD85,000,000Syndicateloanfacility. • Irrecoverable and unconditional corporate guarantee of Binani Cement Limited as permitted by Foreign Exchange

Management Act, India and Reserve Bank of India guidelines.

The guarantor’s maximum liability under is limited to a total aggregate amount of USD 25,000,000 (the Guarantee Cap) and shall remain in full force and effect and shall be valid until the date falling six months after the termination date (the Expiry Date) regardless of any intermediate payment or discharged in whole or in part whichever is earlier.

III Krishna Holdings Pte Limited

TERM LOANS

-Bank

State Bank of India (HK) : `10,179.35 Lakhs (USD 18,676,000) (Previous Year `11,848.81 Lakhs (USD 22,801,000))

The loan is secured by irrecoverable and unconditional corporate guarantee of Binani Cement Limited, the Holding Company.

IV Binani Cement Factory LLC

Bank Borrowings

Trust Receipts & Bill discounted with recourse ` 4,314.95 Lakhs (AED 29,077,683) (Previous Year ` 1,443.10 Lakhs (AED 10,199,900))

The bank borrowings are secured by:

• AssignmentofinsurancepoliciesonStockandtrade&otherreceivable

• Assignmentofbankguaranteesprovidedbycustomersandissuedbyreputedlocalbanks.

• Undertakingtomaintainownfundsof` 24,863.86 Lakhs (AED 167,553,000).

V Murari Holdings Limited

TERM LOANS

An analysis of the amounts outstanding from bank is as follows:

a) Punjab National Bank: ` 1,907.68 Lakhs (USD 35,00,000) (Previous Year ` 2,858.14 Lakhs (USD 55,00,000)

b) Bank of Baroda: ` 1,090.10 Lakhs (USD 2,000,000) (Previous Year ` 1,558.99 Lakhs (USD 3,000,000))

c) State Bank of India: ` 2,452.73 Lakhs (USD 4,500,000) (Previous Year ` 3,377.80 Lakhs (USD 6,500,000))

d) Syndicate Bank: ` 1,226.36 Lakhs (USD 2,250,000) (Previous Year ` 1,688.90 Lakhs (USD 32,500,000)

The loan are secured by :

• CorporateGuaranteeofBinaniCementLimited,

• Pledgingof100%sharesoftheCompany(heldbyBinaniCementLimited),

• AnegativelienontheassetsoftheBinaniCementFactoryLLC,Dubai.

• Nondisposalundertakingforthebeneficialinterestfor51%sharesofBinaniCementFactoryLLC,Dubai

• Nondisposalundertakingfor49%sharesofBinaniCementFactoryLLCheldbyMukundanHoldingsLimited.


81

VI Shandong Binani Rong’an Cement Company Loan Outstanding ` 17,374.80 Lakhs (RMB 200,000,000) (Previous Year ` 16,370 Lakhs (RMB 200,000,000) The Loan is secured by Plant & Machinery and land purchased for 2nd Clinker Production Line

NOTE NO. - 32 OTHER INCOME (CONSOLIDATED ) (` in Lakhs)


i) Interest & Dividend from Banks/ Others 6,309.82 3,131.81

ii) Liability no longer required written back 5.46 -

iii) Profit on sale of Fixed Assets 0.12 -

iv) Scrap Sale / Industrial waste 5.16 -

v) Subsidy income of SBRCC - 1,655.75

vi) Others 265.65 112.39

6,586.22 4,899.95

NOTE NO. - 33 REMUNERATION TO AUDITORS (` in Lakhs)


For Audit Fees 64.51 37.11

For Taxation Matters 12.38 9.48

For other services 15.00 1.59

Reimbursement of expenses 1.18 0.42

93.07 48.60

NOTE NO. - 34 DEFERRED TAX LIABILITY OF THE GROUP AS ON MARCH 31, 2013 COMPRISES OF THE FOLLOWING (CONSOLIDATED)

(` in Lakhs)


a) Deferred Tax Liability

Depreciation 21,610.95 21,253.79

- -

Total 21,610.95 21,253.79

b) Deferred Tax Asset

Disallowance under Income Tax Act, 1961 (1,737.66) (1,791.05)

(1,737.66) (1,791.05)

Total

Deferred Tax Liability 19,873.29 19,462.74

Provided upto last year 19,463.00 18,999.00

Provision for additional Deferred Tax Liability 410.66 463.74

Rounded off 410.66 464.00

NOTE NO. - 35

Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` 11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses.



82

NOTE NO. - 36

The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under:

(` in Lakhs)


Balance Brought forward 4,090.46 2,820.47

Power and Fuel 2.39 -

Other Operating Expenses 63.23 -

Repairs and Maintenance

Repairs and Maintenance - Plant & Machinery - -

Repairs and Maintenance - Others 0.04 21.81

Management / Consultancy Fee 125.75 1,074.86

Salaries and Wages 110.45 134.91



Rent 0.68 4.11

Rates and Taxes - -

Insurance 17.11 13.25

Other Sundry Expenses 104.34 141.59

Depreciation 0.16 0.15

Interest - Debentures - -

Exchange Loss (Net) 309.19 -

Finance Charges 119.85 23.91

4,949.96 4,243.78

Less:

Interest Income on Fixed Deposits - -

Exchange Fluctuations (net) - 143.29

Dividend Income from Current Investments

Sales / Power - -

Miscellaneous Income - 0.75

Balance in Capital work in Progress 4,949.96 4,099.74

Less : Capitalised - 9.28

Balance carried forward 4,949.96 4,090.46


83

NOTE NO. - 37

Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India :

the Company has entered into transactions in ordinary course of business with related parties as per details below : (As certified by the Management):

(` in Lakhs)PARTICULARS Holding

CompanyFellow

SubsidiaryEnterprises

where Key Management

Personnel has got significant

influence

Total

Payment of Services charges / Reimbursement of Expenses- Triton Trading Co. Pvt. Ltd. 92.54 92.54

(95.34) (95.34)Balance Receivable as on 31.03.13 36.00 36.00

(36.00) (36.00)Execution of transportation / other services contract - Dhaneshawar Solution Pvt. Ltd. 37,428.63 37,428.63

(32,878.13) (32,878.13)

Balance (Payable) as on 31.03.13 3,646.92 3,646.92 (1,235.84) (1,235.84)

Interest paid on Inter Corporate Deposit

- Dhaneshawar Solution Pvt. Ltd. 15.68 15.68 (-) (-)

- Inter Corporate Deposit received / repaid 2,850.00 2,850.00 (-) (-)

Execution of works / supply contract by- BIL Infratech Ltd. 518.47 518.47

(941.09) (941.09) Balance (Receivable) as on 31.03.13 732.50 732.50

(400.85) (400.85)Service Charges for vehicle / Rent etc.- Binani Metals Ltd. 92.63 92.63

(97.92) (97.92)Donation - G D Binani Charitable Trust - -

(25.00) (25.00) - G D Binani Charitable Foundation 125.00 125.00

(75.00) (75.00)

Interest Income3B Binani Glass Fibre SARL 148.47 148.47

(-) (-) Interest Receivable as on 31.03.13 140.59 140.59

(-) (-) Loan given during the periodCPI Binani Inc. 327.03 327.03

(-) (-)



84

(` in Lakhs)PARTICULARS Holding

CompanyFellow

SubsidiaryEnterprises

where Key Management

Personnel has got significant

influence

Total

Balance as on 31.03.13 327.03 327.03 (-) (-)

Loan given during the period3B Binani Glass Fibre SARL - -

(4,157.30) (4,157.30)Balance as on 31.03.13 1,090.10 1,090.10

(4,157.30) (4,157.30)Dividends Paid - Binani Industries Ltd. - -

(4,479.60) (4,479.60)Interest received on dues/ICDBinani Industries Ltd 5,980.53 5,980.53

(2,143.61) (2,143.61)Binani Zinc Ltd. - -

(23.32) (23.32)Inter Corporate Deposit givenBinani Industries Ltd 29,789.00 29,789.00

(40,650.00) (40,650.00)Binani Zinc Ltd. - -

(1,600.00) (1,600.00)Balance outstanding as on 31.03.13 54,704.00 - 54,704.00

(39,950.00) - (39,950.00)Management Services Fee/Royalty on Trademark/capital & recurring cost of software licenses - Binani Industries Ltd. 15,521.70 15,521.70

(-11,176.69) (-11,176.69) Balance outstanding (Payable) as on 31.03.13 1,650.34 - - 1,650.34

(-) (-) (Figures in bracket pertain to Previous Year)

Note: 1 The payment towards Management Services Fee and Royalty to Holding Company and interest allocated to Holding

Company have been separately disclosed vide Note no. 35. 2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in

Note no. 31. 3 Guarantee given by the Company to Banks for loans given to subsidiary is disclosed in Note no. 26 (d). 4 Names of related parties and description of relationship: a) Holding Company : Binani Industries Limited b) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), BT Composites Limited (BTCL), Wada

Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals (Australia) Pty Limited, CPI Binani Inc, (USA) 3B Binani Glass Fibre S.a.r.l. (3B Binani)

c) Transactions with Binani Metals Ltd. where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian.

d) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited


85

NOTE NO. - 38

a) Particulars of unhedged foreign currency exposure as at Balance Sheet date

(` in Lakhs)

Particulars Currency 31st March, 2013 31st March, 2012

Outstanding Creditors for Coal USD 13,199.93 8,003.00

Outstanding Creditors for Machinery USD 1,470.78 -

Outstanding Creditors for Spares USD - 15.56

Loans Payables USD 1128.78 1583.53

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

Currency Number of Contracts

Buy Amount Purpose

USD 8 25,276,690 Creditors Payment

NOTE NO. - 39

Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India.

Since the company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same has been considred the primary reportable segment. Further, it has identified geographical segment as India, Dubai and China based on Segment Revenue, Result & Asset for reporting purpose.

(` in Lakhs)

Segment Revenue India Dubai China Unallocated Elimination Inter Segment

Total

Sales (net of Excise) 223,604.88 7,542.47 35,378.64 2,688.29 -2,321.46 266,892.82

(202,781.13) (7,405.16) (14,143.19) (6,968.52) (-3,987.61) (227,310.39)

Other Income 126.32 - 86.34 42.11 - 254.77

(110.05) - (1,658.09) - (1,768.14)

Total 223,731.20 7,542.47 35,464.98 2,730.41 -2,321.46 267,147.59

(202,891.18) (7,405.16) (15,801.28) (6,968.52) (-3,987.61) (229,078.53)

Segment Result India Dubai China Unallocated Inter Segment Total

Net Profit/ (loss) before tax from ordinary activities.

30,033.39 (4,009.23) (911.68) 1,416.40 - 26,528.87

(18,678.83) (-3646.80) (211.38) (-135.08) - (14,685.57)

Add: Interest & Dividend Income

6,331.45

(3,131.81)

Less: Financial Costs 24,836.03

(18,942.75)

Less: Income Taxes 3,341.70

(788.33)

Total 30,089.30 (4,009.23) (911.68) 997.71 - 4,682.59

(18,678.83) (-3646.80) (211.38) (-135.08) - (-1913.71)



86

Capital Employed India Dubai China Unallocated Inter Segment TOTAL

Total Segment Assets 331,774.66 32,245.55 82,553.78 185,600.21 (236,605.05) 395,569.14

(308,629.71) (32,106.47) (81,282.70) (194,750.36) (-232,525.20) (384,244.05)

Total Segment Liabilities 89,134.26 1,651.27 10,512.98 75.99 - 101,374.50

(72,206.64) (1,727.79) (9,846.05) (1,684.93) - (85,465)

Capital Employed 242,640.39 30,594.28 72,040.80 185,524.22 (236,605.05) 294,194.64

(236,423.07) (30,378.68) (71,436.65) (193,065.44) (-232,525.20) (298,778.63)

(Figures in bracket pertain to previous year)

NOTE NO. - 40

EMPLOYEE BENEFITS :

a) Defined Contribuion Plans :

During the year the Company has recognised `394.54 Lakhs (Previous Year ` 305.38 Lakhs) in the Profit and Loss Account on account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC.

I) Binani Cement Limited

b) Defined benefit plans : as per actuarial valuation on 31st March, 2013

(` in Lakhs)



I Expenses recognised in the Statement of Profit & Loss


2 Interest Cost 50.88 41.26 - -


4 Expected return on plan assets (47.93) (41.97) - -

5 Net Actuarial (Gains)/Losses 41.48 23.68 - -



8 Total Expenses 131.08 97.07 25.77 17.01


(` in Lakhs)



II Net Asset/(Liability) recognised in the Balance Sheet

1 Present value of Defined Benefit Obligation

720.30 598.64 229.75 203.98

2 Fair value of plan assets 584.88 557.30 - -

3 Funded Status [Surplus/(Deficit)] (135.41) (41.34) - -

4 Net Asset/(Liability) (135.41) (41.34) (229.75) (203.98)


87

(` in Lakhs)



III Change in obligation during the year

1 Present value of Defined Benefit Obligation at beginning of the year

598.64 500.17 203.98 186.97

2 Current Service cost * 86.65 74.09 25.77 17.01

3 Interest cost 50.88 41.26

4 Settlement cost - - - -

5 Past service cost - - - -


7 Actuarial (Gains)/Losses 34.46 21.44

8 Benefits Payments (50.33) (38.33)

9 Present value of Defined Benefit Obligation at the end of the year

720.30 598.64 229.75 203.98


Particulars Gratuity Funded 31st March, 2013 31st March, 2012

IV Change in Assets during the Year1 Plan assets at the beginning of the year 557.30 524.632 Assets acquired on amalgamation in Previous Year - -3 Settlements - -4 Expected return on plan assets - -5 Contributions by Employer 37.00 31.276 Actual benefits paid (50.33) (38.33)7 Actuarial (Gains)/Losses (7.01) (2.24)8 Actual return on plan assets 47.93 41.979 Plan assets at the end of the year 584.88 557.30

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

VI Actuarial Assumptions :Discount Rate 8.25% 8.50%Rate of Return on Plan Assets 8.70% 8.60%Salary Escalation 7% 7%Attrition rate 2% 2%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 229.75 Lakhs (` 203.98 Lakhs) based upon following assumptions.



II) Binani Ready Mix Concrete Limited

Defined benefit plans as per actuarial valuation on 31st March, 2013



88

(a) Gratuity (non-funded)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet.

(` in Lakhs)


Profit & Loss Account:

Net Employee Benefit expenses (recognised in employee cost):

Current Service Cost 1.64 1.75

Interest cost on benefit Obligation 0.15 -

Expected return on plan assets - -

Net actuarial (gain)/loss recognised in the year (0.86) -

Past service cost - -

Net benefit expenses 0.93 1.75

Actual return on plan assets: NA NA

Balance Sheet:

Details of Provision for Gratuity:

Defined benefit obligation (2.67) (1.75)

Fair value of plan assets - -

(2.67) (1.75)

Less: Unrecognised past service cost - -

Plan Assets/(Liability) (2.67) (1.75)

Changes to the present value of defined benefit obligations are as follows:

Opening defined benefit obligation (1.75) -

Interest cost (0.15) -

Current service cost (1.64) (1.75)

Benefits paid - -

Actuarial gains/(losses) on obligation 0.86 -

Closing defined benefit obligation (2.67) (1.75)

(b) Leave Encashment

Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (revised) is ` 3.48 Lakhs (Previous Year - ` 2.46 Lakhs).

The principal assumptions used in determining gratuity and leave encashment benefit obligations for the Company’s plans are shown below :

Particulars 31st March, 2013 31st March, 2012Discount Rate 8.00% 8.50%Salary Escalation 4.00% 4.00%

II) Binani Cement Factory LLC

Employees terminal benefits

For employees terminal benefit provision, actuarial calculations are not made. Hence, provision is made on the assumption that all employees were to leave as of the end of the reporting period since this provides, in management’s opinion, a reasonable estimate of the present value of the terminal benefits.


89

NOTE NO. - 41 OPERATING LEASE

I Binani Cement Limited

a) Operating lease payment recognised in Profit & Loss Account amounting to ` 498.47 Lakhs (Previous Year ` 498.47 Lakhs)

b) General description of the leasing arrangement:

i) Leased Assets: Car and Godowns.

ii) Future lease rentals are determined on the basis of agreed terms.

iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in writing.

II Binani Ready Mix Concrete Limited

(` in Lakhs)


(a) Lease payments recognised in the Profit and Loss Account. 74.97 66.46

(b) Significant lease arrangements:

(i) The agreements is initially for a period of five years which may be extended or terminated as per the conditions of the agreements.

- -

(ii) the Company has given interest free security deposit of ` 30 Lakhs. - -

(iii) Agreement provide for increase in rent by 10% after 3 years from the date of lease.

- -

(c) Future minimum lease payments are:

(i) Not later than one year 72.00 72.00

(ii) Later than one year and not later than five years 173.40 245.40

(iii) Later than five years - -

NOTE NO. - 42 Consolidated Earning per share is calculated as follows :


Net Profit after Tax attributable to equity shareholder ( ` in Lakhs) 4,682.59 (1,913.70)

Net Profit after Tax before extraordinary item attributable to equity shareholder (` in Lakhs)

4,682.59 (1,913.70)

Equity Shares outstanding as at the period end (in Nos.) 188,601,274 188,601,274

Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share (in Nos.)

188,601,274 188,601,274

Nominal Value per Equity Share (in `) 10.00 10.00

Earning Per Share (Basic) (in `) 2.48 (1.01)

Earning Per Share (Diluted) (in `) 2.48 (1.01)

NOTE NO. - 43

Miscellaneous Expenses in Note no. 24 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and ` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation.



90

NOTE NO. - 44

BCL: Trade Receivables of ` 5,734.33 Lakhs have been netted off against advance received towards those sales and the excess of advance over receivables amounting to ` 3,719.8 Lakhs has been shown under current liability. Such advances are settled after full amount is received from the debtors.

NOTE NO. - 45

The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the Competition Appellate Tribunal (CompAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors that it has a good case for the CompAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard.

NOTE NO. - 46

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 at that date or for the period then ended, other than those reflected or fully disclosed in the books of accounts.

NOTE NO. - 47

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




Braj BinaniChairman







91

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013(` in Lakhs)

PARTICULARS 31st March, 2013

31st March, 2012

Cash Flow From Operating ActivitiesNet Profit Before Tax before Prior period items 8,024.29 (1,125.37)Adjustments for:Depreciation / Amortisation 15,404.19 12,543.67 Interest and Finance Charges 24,836.03 18,942.75 Unrealised Exchange Rate Fluctuations (net) 961.20 545.67 Bad Debts written off - 354.43 Loss/(Profit) on sale of Fixed Assets 230.76 456.31 Interest Income (6,280.46) (2,930.95)Dividend Income (50.99) (200.86)Operating Profit Before Working Capital Changes 43,125.02 28,585.65 Adjustments for:Inventories 695.98 (630.92)Trade and Other Receivables (15,905.71) (38,139.10)Trade and Other Payables 11,056.61 23,602.91 Cash Generated from Operations 38,971.90 13,418.54 Direct Taxes Paid (including Fringe Benefit Tax) (Net) (1,592.87) (1,015.03)

A Net Cash flow from Operating Activities 37,379.03 12,403.51 Cash Flow from Investing ActivitiesPurchase of Fixed Assets (including capital work - in progress) (10,048.91) (44,857.75)Sale of Fixed Assets 40.07 121.78 Long term loans & Advances (178.73) (2,158.84)Dividend Income Received 50.99 200.86 Interest income Received 6,103.40 2,930.95

B Net Cash Used in Investing Activities (4,033.18) (43,763.00)Cash Flow from Financing ActivitiesRepayment of Long term Borrowings (45,997.54) (55,032.05)Proceeds of Long term Borrowings 33,282.81 84,250.31 Payment of Deferred Indirect Taxes (59.11) - Proceeds from Trade Deposit 153.51 222.99 Interest & Finance Charges paid (25,019.71) (18,942.75)Dividend Paid / Dividend Distribution Tax Paid (0.06) (5,479.93)Proceeds / Repayment from Short Terms Borrowings (Net) 1,403.81 7,753.63

C Net Cash from Financing Activities (36,236.29) 12,772.20 D Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (2,890.44) (18,587.29)E Opening Cash & Cash Equivalents (Cash and Bank Balances) 16,222.86 34,810.15

F Closing Cash & Cash Equivalents (D+E) (Cash and Bank Balances) 13,332.42 16,222.86 Note:1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 "Cash Flow Statements" as specified in the Companies (Accounting Standards) Rules, 2006.2. Cash & Cash Equivalents are Cash and Bank balances as per the Balance Sheet and inculdes ` 5,465.82 Lakhs (Previous Year ` 620.04 Lakhs) as restricted Bank Balances.3. Previous Year figure have been recast / regrouped wherever considered necessary.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NOTE NO - 2. The accompanying notes are integral part of the financial Statements

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


Braj BinaniChairman








92

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Not

es

1)

For t

he p

urpo

se o

f the

abo

ve s

tate

men

t, th

e fin

anci

al s

tate

men

ts o

f the

ove

rsea

s su

bsid

iarie

s ar

e co

nver

ted

into

INR

on th

e ba

sis

of c

losi

ng e

xcha

nge

rate

as

on M

arch

31,

201

3.

2)

Turn

over

, Pro

fit/(L

oss)

bef

ore

Taxa

tion,

Pro

visi

on fo

r Tax

atio

n an

d Pr

ofit/

(Los

s) a

fter T

axat

ion

show

n ab

ove

are

for t

he p

erio

d/ye

ar A

pril

01, 2

012

to M

arch

31,

201

3.

3)

The

Stat

emen

t doe

s no

t inc

lude

com

pani

es w

hich

hav

e be

en c

lose

d du

ring

the

year

.

Bra

j Bin

ani

Cha

irm

an

P. A

char

yaSr

. Exe

cutiv

e D

irec

tor

&W

hole

time

Dir

ecto

rP

lace

: M

umba

iD

ate

: 23

rd A

pril,

201

3

For

and

on b

ehal

f of t

he B

oard

of D

irec

tors

R. V

enki

tesw

aran

Exe

cutiv

e D

irec

tor

&

CFO

-Gro

up C

ontr

ol A

ccou

nts

Atu

l P. F

algu

nia

Sr. V

ice

Pre

side

nt

(Sec

reta

rial

) &

Com

pany

Sec

reta

ry


93

R. V

enki

tesw

aran

Exe

cutiv

e D

irec

tor

&

CFO

-Gro

up C

ontr

ol A

ccou

nts

Atu

l P. F

algu

nia

Sr. V

ice

Pre

side

nt

(Sec

reta

rial

) &

Com

pany

Sec

reta

ry

BINANI CEMENT LIMITEDRegistered Office: 601, Axis Mall, 6th Floor, Block – C, Action Area – I, New Town, Rajarhat, Kolkata – 700 156.

Dated : 19th August, 2013

Dear Shareholder(s),

RE: Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (‘Ministry’) through its “Green Initiative” in Corporate Governance allowed paperless compliances by

Companies through electronic mode. In accordance with the circulars bearing no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011

issued by the Ministry, Companies can now send various notices / documents (including notice calling Annual General Meeting, Audited

Financial Statements, Directors’ Report, Auditors’ Report etc) to their shareholders through electronic mode, to the registered e-mail

addresses.

We, therefore request you to contribute to the Corporate Social Responsibility initiative of the Company. All you have to do is to register

your e-mail ID with the Company to receive communication through electronic mode.

We therefore, invite you to contribute to the cause by filling up the registration form for registering your email ID.

In case you still desire to receive the above mentioned documents in physical form, you are requested to send an e-mail to [email protected]

/[email protected] or send a letter at the following address.

Binani Cement LimitedMercantile Chambers,12, J.N. Heredia Marg,Ballard Estate,Mumbai – 400 001.

Thanking you,

For Binani Cement Limited

Atul P. FalguniaSenior Vice-President (Secretarial) & Company Secretary



94

REGISTRATION FORM

To,Binani Cement LimitedMercantile Chambers,12, J.N. Heredia Marg,Ballard Estate,Mumbai – 400 001.

Dear Sir/ Madam,

Green Initiative in Corporate Governance

I agree to receive all communication/documents/papers from the Company in electronic mode. Please register my e-mail ID in your

records for sending communication/documents/papers.

Folio No. :

DPID :

Client ID :

Name of 1st Registered Holder :

Name of Joint Holder(s) :

Registered Address :

Email ID :

Date Signature of the 1st Holder

Important Notes:

1) On registration, all the communication will be sent to the e-mail ID registered with the Company

2) Shareholders are requested to keep Company informed as and when there is any change in the e-mail address. Unless, the change in

email ID given above, is intimated in writing, the Company will continue to send the notices/documents to you to the above mentioned

email ID.


95

Bin

ani C

emen

t Lim

ited

Reg

iste

red

Off

ice:

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s M

all,6

th fl

oor,

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ck-C

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ion

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To

wn,

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arha

t, K

olka

ta 7

00 1

56.

PR

OXY

FO

RM

I/W

e __

____

____

____

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____

____

____

____

____

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____

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of _

____

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_in

the

dist

rict

of

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____

____

____

_ be

ing

a M

embe

r/M

embe

rs o

f B

INA

NI

CEM

ENT

LIM

ITED

her

eby

appo

int

____

____

____

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____

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of _

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r fa

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him

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of__

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the

dist

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of_

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____

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____

____

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____

____

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____

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as m

y/ou

r P

roxy

to

atte

nd a

nd v

ote

for

me/

us a

nd o

n m

y/ou

r be

half

at

the

SEVE

NTE

EN

TH A

NN

UA

L G

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of t

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ny to

be

held

at

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p.m

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imm

edia

tely

aft

er t

he 1

3th

Ann

ual G

ener

al M

eetin

g of

Bin

ani Z

inc

Lim

ited

if it

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s af

ter

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p.m

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, Sh

akes

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atur

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t any

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reof

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Sign

ed th

is _

____

____

___

day

of _

____

____

___2

013

Sign

atur

e(s)

of

the

Mem

ber(

s)

Folio

No.

___

____

____

____

___

DP.

Id*

____

____

____

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nt Id

* __

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m m

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be d

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at t

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ffic

e of

the

C

ompa

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ot la

ter

than

48

hour

s be

fore

the

time

of th

e m

eetin

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A

Pro

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eed

not b

e a

mem

ber.

*A

pplic

able

for

Inve

stor

s ho

ldin

g sh

ares

in E

lect

roni

c M

ode.

Aff

ixR

even

ueSt

amp

Bin

ani C

emen

t Lim

ited

Reg

iste

red

Off

ice:

601

,Axi

s M

all,6

th fl

oor,

Blo

ck-C

, Act

ion

Are

a-I,

New

To

wn,

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arha

t, K

olka

ta 7

00 1

56.

ATTE

ND

AN

CE

SLIP

(To

be h

ande

d ov

er a

t the

ent

ranc

e of

the

Mee

ting

Hal

l)

I her

eby

reco

rd m

y pr

esen

ce a

t th

e SE

VEN

TEE

NTH

AN

NU

AL

GE

NE

RA

L M

EE

TIN

G o

f the

Com

pany

to b

e he

ld a

t 2.1

5 p.

m o

r im

med

iate

ly a

fter

the

13th

Ann

ual G

ener

al M

eetin

g of

Bin

ani Z

inc

Lim

ited

if it

conc

lude

s af

ter

2.15

p.m

. at

Kal

a M

andi

r, 48

, Sha

kesp

eare

Sar

ani,

Kol

kata

- 70

0 01

7 on

S

atur

day,

28t

h S

epte

mbe

r, 20

13.

Nam

e of

the

Mem

ber

____

____

____

____

____

____

____

____

____

____

___

No.

of S

hare

s he

ld _

____

____

____

____

____

____

____

____

____

____

____

Folio

No.

___

____

____

____

____

____

____

____

____

____

____

____

____

__

DP

ID* _

____

____

____

____

____

Clie

nt Id

*___

____

____

____

____

____

____

Sig

natu

re o

f the

Mem

bers

of P

roxy

/Rep

rese

ntat

ive.

Nam

e of

Pro

xy/R

epre

sent

ativ

e (in

Blo

ck L

ette

r)(T

o be

fille

d in

if th

e P

roxy

att

ends

inst

ead

of th

e M

embe

r)

* Ap

plic

able

for

Inve

stor

s ho

ldin

g sh

ares

in E

lect

roni

c M

ode.

BOOK - POST

ww

w.s

appr

ints

.com

binani cement limited€¦ · binani cement limited (a subsidiary of binani industries limited) 1...

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