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Binani Cement Limited

(Subsidiary of Binani Industries Limited)

BOARD OF DIRECTORS

OVERSEAS SUBSIDIARIES:

Mr. Braj Binani - Chairman


Ms. Nidhi Singhania
Mr. S. Padmakumar
Dr. V.C. Shah
Mr. V. Subramanian
Mr. M.K. Chattopadhyaya
Mr. Ramakrishna Moogimane
Mr. P. Acharya - Sr. Executive Director & Wholetime Director

1.

AUDIT COMMITTEE
Mr. S. Padmakumar - Chairman
Dr. V.C. Shah
Mr. V. Subramanian
Mr. M.K. Chattopadhyaya

2.

3.

4.

COMPANY SECRETARY
Mr. Atul P. Falgunia

5.

CHIEF FINANCIAL OFFICER GROUP CONTROL


ACCOUNTS (Nominated by Holding Company)

6.

Mr. R. Venkiteswaran

MANAGEMENT COMMITTEE
Mr. P. Acharya Sr. Executive Director & Wholetime Director
Mr. Darshan Lal President (Operations)
Mr. Mahendra Mehta Executive V.P.
Mr. R.K. Ghia Sr. V.P. (Technical)
Shri Dinesh Randad Sr. Vice President (Operations)
Shri Praveen Verma Sr. Vice President (CPP)
Shri K.K. Jain Vice President (F & A)

MARKETING OFFICES:
1.
2.
3.

AUDITORS

4.

M/s. Haribhakti & Co.


M/s. Kanu Doshi Associates

5.

TERM LENDERS & BANKERS

6.

IDBI Bank Limited


Syndicate Bank
Axis Bank Limited
Export Kredit Finansiering A.S.
State Bank of India
UCO Bank
Central Bank of India
Bank of Baroda
Punjab National Bank
Dena Bank
Oriental Bank of Commerce
Jammu & Kashmir Bank Limited

LOCATIONS
Registered Office:
37/2, Chinar Park, New Town,
Rajarhat Main Road, P.O. Hatiara,
Kolkata 700 157.
Corporate & Mumbai Office:
Mercantile Chambers,
12, J.N. Heredia Marg,
Ballard Estate, Mumbai 400 001.

WORKS
1.
2.

Binanigram, Pindwara
Dist. Sirohi, Rajasthan 307 031.
Village: Sirohi, Taluka: Neem Ka Thana
Dist. Sikar, Rajasthan

Krishna Holdings Pte. Ltd. Singapore (KHL)


24, Raffles Place, #29-04A, Clifford Centre
Singapore -048621.
Shandong Binani Rongan Cement Co. Ltd.
China (SBRCC)
Fujiazhuang, Dong Guan Town,
Ju County, Rizhao City
Shangdong Province
Mukundan Holdings Limited
P.O. Box 957, Offshore Incorporations,
Centre Road, Town, Tortala,
British Virgin Islands (BVI)
Murari Holdings Limited
Akara Building,24 De Castro Street,
Wickham Cay, Road Town, Tortola
British Virgin Islands (BVI)
Binani Cement Factory LLC
Jebel Ali, Dubai
Bhumi Resources (Singapore) Pte Limited
24, Raffles Place, #29-04A, Clifford Centre
Singapore -048621.

7.

705-706, Sakar II, Ellisbridge,


Ahmedabad 380 006
231,233,235, Ansal chambers II ,
6, Bhikaji Cama Place, Delhi 110 066
Miracle 22, Shubham, Enclave
Jamnalal Bajaj Marg,C Scheme,
Jaipur 302 001
Flat no. 2&3, Jeet Apartments, Airport Road,
Ratannada, Jodhpur -342001
1st Floor, Eldeco Corporate Chamber-1,
Vibhuti Khand, Gomti Nagar, Lucknow -226010
401, Krishna Building, 4th Floor,
224-A, A.J.C. Bose Road, Kolkata -700 017.
Feltham House, 1st Floor, 10, J. N. Heredia Marg,
Ballard Estate, Mumbai -400 001.

REGISTRAR & TRANSFER AGENTS


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

CONTENTS
Notice for the 15th A.G.M.
Directors Report, Management Discussion &
Analysis Report
Corporate Governance Report
Auditors Report
Balance Sheet, Profit & Loss Account & Schedules
Cash Flow Statement & Part IV
Auditors Report on Consolidated Financial Statement
Consolidated Balance Sheet, Profit & Loss Account &
Schedules
Consolidated Cash Flow Statement
Statement Pursuant to Section 212
Abstract of Financial Statements of Subsidiaries
Form for Service of Documents by E-mode
Proxy Form & Attendance Slip for 15th AGM

Page
2
4
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26
30
60
63
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96
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99
101
103

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

NOTICE TO SHAREHOLDERS
Notice is hereby given that the 15th Annual General Meeting of the
Members of the Company will be held at 3.45 p.m or immediately
after the conclusion of the 11th Annual General Meeting of Binani
Zinc Limited if the meeting concludes after 3.45 p.m at Rotary
Sadan, 94/2, Chowringhee Road, Kolkata -700 020 on Monday,
the 27th June, 2011 to transact the following business:

ORDINARY BUSINESS:
1.

To receive, consider and adopt the Balance Sheet as at


31st March, 2011 and the Profit & Loss Account for the
year ended on that date together with the Reports of the
Directors and Auditors thereon.

2.

To declare dividend on Equity Shares.

3.

To appoint a Director in place of Mr. Ramakrishna


Moogimane, who, retires by rotation and being eligible,
offers himself for reappointment.

4.

To appoint a Director in place of Ms. Nidhi Singhania, who,


retires by rotation and being eligible, offers herself for
reappointment.

5.

To appoint a Director in place of Mr. P. Acharya, who,


retires by rotation and being eligible, offers himself for
reappointment.

6.

To appoint 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 /Committee thereof to fix
their remuneration.
By Order of the Board
For Binani Cement Limited
Atul P. Falgunia
Company Secretary

Place : Mumbai
Date : 22nd April, 2011
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 shareholder 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, 20th June, 2011

to Monday, 27th June, 2011 (both days inclusive ).


Dividend, if declared, will be paid to those members whose
names appear on the companys Register of Members on
18th June, 2011 on the paid up capital of the Company as
on 31st March, 2011. In respect of shares held in electronic
form the dividend will be paid to the beneficial owners of
shares as on 18th June, 2011 as per details furnished by the
depositories for the purpose.
6. Those members who have not encashed their Dividend
Warrants for the Financial Year ended 31st March, 2007,
31st March 2008, 31st March 2009 and 31st March 2010 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
7.08.2014, 4.08.2015, 7.08.2016 and 6.08.2017 respectively.
After the above dates, the shareholders are not entitled
to claim the amount pursuant to the existing provisions of
Section 205 C (2) of the Companies Act, 1956.
7. A brief write up about the directors coming up for
reappointment as required by listing agreement in respect
of items no. 3, 4, and 5 of the notice are annexed hereto and
forms part of this notice.
8. The documents required under the law 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 prior to 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. Recently the Ministry of Corporate Affairs, Government
of India, vide Circular No. 17/2011 allowed service of
documents by e-mode as a Green initiative in the Corporate
Governance. Members are requested to Register their
e-mail addresses with the Companys 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. The Form for sending the
request is attached seperately.
11. (i) Pursuant to the General Exemption granted by the
Central Government, Ministry of Corporate Affairs
under Section 212 of the Companies Act, 1956 vide
Circular No.2/2011 dated 8th February, 2011, the
Board of Directors at its meeting held on 22nd April,
2011, granted its consent not to attach the Directors
Report, Auditors Report, Balance Sheet, Profit & Loss
Accounts of the subsidiaries viz Swiss Merchandise
Infrastructure Limited, and Merit Plaza Limited for
the year ended 31st March 2011, Krishna Holdings Pte
Limited, Singapore, Shandong Binani Rongan Cement
Company Limited, China, Mukundan Holdings Limited,
British Virgin Islands, Murari Holdings Limited, British
5.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Virgin Islands, Bhumi Resources (Singapore) Pte


Limited, PT Anganna Energy Resources , Indonesia,
Binani Cement Factory (Mauritius) Limited, Mauritius,
Binani Cement Factory (SFZ) Limited, Sudan, Binani
Cement Company Limited, Sudan and Binani Cement
LLC, Dubai for the year ended 31st December, 2010
with the Companys Annual Accounts. Accordingly,
the same are not attached to the Annual Report of the
Company.
(ii) The Company has fulfilled the conditions (i) to (v) &
(vii) of the said Circular by attaching the consolidated
Financial Statement of the holding and all the
Subsidiaries duly audited by the Statutory Auditors.
(iii) The Company undertake to the shareholders that the
Annual Accounts of the aforesaid Subsidiary Companies
and the related detailed information shall be made
available to the Shareholders of the Company and that
of the Subsidiary companies free of cost. A copy of the
Annual Accounts of the aforesaid subsidiaries shall
also be given to Shareholders free of cost on demand.
(iv) The Annual Accounts of the Company and its
subsidiaries as above shall be kept for inspection
by any shareholder at the Registered Office of the
Company at 37/2, Chinar Park, Rajarhat, P.O. Hatiara,
Kolkata-700 157 and Head Office of the Company
and its subsidiaries at Mercantile Chambers, 12, J
N Heredia Marg, Ballard Estate, Mumbai-400 001
between 11.00 a.m. and 1.00 p.m. on any working day

(v)

(excluding Saturdays & Sundays).


The Annual Accounts of the Company and all its
subsidiaries as above have also been posted on the
Companys Website www.binani.com. Any shareholder
may access the Companys website for the Annual
Accounts of the Company and its subsidiaries.

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 Companys Registrar
and 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 (W),
Mumbai -400 078, Tel. No. 022-25946970 - Fax: 02225946969 E-mail: rnt.helpdesk@linkintime.co.in

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 Companys 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.

13. Members may note that the Companys website is www. binani.com
PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, FOLLOWING INFORMATION ARE FURNISHED
ABOUT THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 3,4 AND 5 OF THE NOTICE DATED 22nd APRIL, 2011
Name of the Directors

Mr. Ramkrishna Moogimane

Ms. Nidhi Singhania

Mr. P. Acharya

Age
Date of appointment on the Board as
Director
Date of last reappointment as Director
Qualification

67
23.10.2008

26
23.4.2009

58
23.10.2008

26.6.2009 at AGM
M.A, LLB

26.6.2009 at AGM
B.E (Mechanical Engineer)

Expertise in specific functional areas

Banking

26.6.2009 at AGM
B.A (Specialisation in
Economics)
Coordination in Cement
Marketing
Nil

Number of Equity Shares held in the Nil


Company by the Director or for other
persons on a beneficial basis.
Name of Other Companies in which Director in Mercator Lines Limited
Director in Binani Industries
Directorships held
Director in St. Gobian Securit India Limited
Limited
Director in Binani Metals
Limited
Chairman/Member of the Committees Member of Audit Committee in Nil
of Board of Directors of other Mercator Lines Limited
companies in which they are Directors Chairman of Audit Committee in St.
Gobian Securit India Limited

Projects & Production


Nil

Director in Binani Ready Mix


Concrete Limited.

Nil

By Order of the Board


For Binani Cement Limited
Atul P. Falgunia
Company Secretary
Place : Mumbai
Date : 22nd April, 2011

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

DIRECTORS REPORT
Dear Shareholders,

PROJECT OVERVIEW :

Your Directors have pleasure in presenting the Fifteenth


Annual Report of the Company along with the Audited Financial
Statements for the financial year ended 31st March, 2011.

MODERNISATION / EXPANSION

FINANCIAL RESULTS
The financial results for the year ended 31st March, 2011 are
summarised below:
Rs. in Lacs
Particulars
Net Sales and Other Income
Operating Costs
EBIDTA
Interest & Financial charges
Cash Profit
Depreciation and
Amortisation
Profit before Tax
Profit after Tax

2010-11
174,335
145,814
28,521
10,344
18,177
9,950
8,227
9,051

2009-10 Inc/Dec%
187,216
-7%
128,038
14%
59,178
-52%
7,850
32%
51,327
-65%
9,166
9%
40,800
28,192

-80%
-68%

DIVIDEND
Keeping in view the overall requirement of funds for future
expansion, your Directors recommend a Dividend of 25% i.e.
Rupees Two and paisa Fifty only per equity share of Rs. 10/- each.
OPERATIONAL PERFORMANCE
During the year 2010-11, your Company has achieved the highest
ever production of 54.58 lacs MT and sold 54.38 lacs MT of cement
compared to 52.80 lacs MT and 52.95 lacs MT respectively in
the previous year. Increase in production is mainly contributed
by the full year operation of 4th Cement plant at Binanigram,
commissioned in December 2009.
During the year under review, despite increase in sales volumes
by 2.70%, turnover decreased by 7.05% due to lower Cement
price in the market and nil sales of Clinker against previous year
sale of Rs. 6275 lacs. The net sales for the year under review
was Rs. 1721 Crores compared to Rs. 1851 Crores in the previous
year.
The combined effect of cement prices, higher input cost of Coal
and other raw materials and higher logistic cost put pressure
on the bottom line of the Company resulting in drop in the Net
Profits of the Company.
The Cement Production and Power generation details are as
under :Production
Cement (Lacs MT)
Power Generation (net) - Lacs kWh*
*Excludes trial generation in 2009-10.

2010-11
54.58
3056.69

2009-10
52.80
2449.07

Binanigram unit :
During the year 2010-11 following modifications / expansion
projects have been commissioned:
1) Up-gradation of existing Pre-heater fans for Unit # 2 to
increase capacity of Kiln.
2) Modification of Raw Mill-II separator to increase capacity of
the mill.
3) Installation of pre-crushing system for reduction of feed
size for Raw Mill # 2.
4) Up-gradation of wagon loading system by introducing third
loading point with four additional wagon loaders in order to
reduce rake loading time.
5) Installation of air cooled condenser in CPP 1 to conserve
water and meet statutory obligation.
6) Installation of additional rail track as per requirement of
railways.
7) Interconnection of cement silos in order to have better
flexibility in packing operation.
Following modifications / expansion projects have been taken up
during the year which are under progress :
1. Mechanized loading arrangement of clinker in the rakes.
2. Installation of wagon tippler for unloading of coal rakes.
3. Installation of Fly ash collection system at Suratgarh
Thermal Power Station in order to ensure uninterrupted
supply of flyash to Binanigram and Neem Ka Thana.
Neem Ka Thana unit :
Installation of additional packer at Neem Ka Thana for having
redundancy and matching grinding capacity.
OVERSEAS PROJECTS PROJECT OVERVIEW
Shandong Binani Rongan Cement Co.Ltd., China (SBRCCL)
The construction of new clinker production line of 2.5 MTPA
is progressing well and it shall be mechanically completed by
end of May 2011. The No-load trials of individual equipment and
groups shall start immediately thereafter. The commissioning
of the project is expected to be in July 2011. The capacity of
the plant will increase to 3 million tons per annum after the
commissioning of the new production line.
Binani Cement Factory LLC, Dubai (BCFLLC)
During the year, the Dubai cement grinding unit continues to be
non operational barring few intermittent operations for meeting
some export requirements. The Dubai market also continues
to be in slump during the year under review. To tide over the
situation and to capitalise on the demand for Cement in the East
African Countries, the Company has opened marketing offices
through its subsidiaries in Sudan, Dibjouti, Kuwait, Uganda and
Madagascar. Further marketing offices are proposed to be set up
in Tanzania, Namibia, Botswana, Mozambique and Mauritius. It is

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

also proposed to enhance the packing capacity of the Dubai plant


which is expected to be completed by May 2011. This is expected
to achieve sales from the Dubai plant upto 1 Lakh MT per month
from July 2011 onwards.
FUTURE PLANS
Lignite Project at Nimbri Chandrawatan in District. Nagaur,
Rajasthan
The Government of India allocated lignite block (56.4 sq. km) in
Dist: Nagaur, Rajasthan on 7th February, 2007 for use of lignite
as raw material for captive power generation. Company has
acquired 72 Hectare of private land within the Mining Lease area
and also requested the State Government to assist in acquiring
remaining private and government land for the integrated project.
The Public hearing for the mine and 120 MW Pit Head Power
Plant has been successfully completed. The recommendations
have been forwarded to the Secretary State Pollution Control
Board by Regional Officer, Jodhpur. Formal approval from MoEF,
Government of India and State pollution Control Board is awaited.
Cement Grinding Unit, Orissa
The Company has plans to install one million TPA split grinding
unit in Orissa. Order for project preplanning has been given to M/s.
BIL Infratech Limited. In-principle approval for the acquisition of
land has been granted by the Government . Acquisition of land
is under progress. Process for EIA study and other statutory
compliance is under progress. Basic system engineering has
been done and finalization of technical specification is under
progress.
Cement Project at Sutrapada, District, Junagad in Gujarat.
The Company proposes to set up a Greenfield Cement plant of
5.0 million tons per annum capacity at Sutrapada in Saurashtra,
Gujarat. After a long delay, Government of Gujarat (GOG)
announced the new mineral policy for Saurashtra and also
notified the ML (Mining Lease) blocks in Saurashtra area. The
Company has applied for ML to the GOG on the basis of the new
mineral policy and our request for the grant of ML blocks is
under consideration of GOG. Further work on the project will be
started after grant of ML.
BUY BACK OF SHARES
The Board of Directors had passed a Special Resolution to
consider buyback of 1,45,00,000 Equity Shares of the Company
in terms of the shareholders approval through Postal ballot on
14th June, 2010. The Company had successfully completed the
buyback of 1,45,00,000 Equity Shares of the Company through
the tender route at a buy back price of Rs. 90 /- per share
and extinguished the shares which were bought back. Since
the company had received valid applications for 1,96,32,290
shares, the shares were bought back from the shareholders
proportionately.
VOLUNTARY DELISTING
The shareholders of the Company by a special resolution
passed by Postal ballot approved the Delisting Offer made by the
Promoter/Acquirer (M/s Binani Industries Limited) under SEBI

(Delisting of Equity Shares) Regulations, 2009 and consequent


action of Voluntary Delisting of shares by the Company. The
delisting offer made by the Promoter/Acquirer was successful and
the Promoter/Acquirer received 268 valid bids from Shareholders
for 4,73,58,222 shares. The Promoter /Acquirer has acquired the
shares at the price of Rs. 90/- which was determined through
the reverse book building process and paid the consideration
to the shareholders of the Company by 23rd February, 2011.
Consequent upon the success of the offer, the shareholding of
the Promoter/Acquirer in the Company has increased to 95.01%
of the total paid up and issued share capital of the Company.
Further, the Company has filed final application to the Bombay
Stock Exchange Limited and National Stock Exchange of India
Limited for approving the delisting of shares of the Company
from the exchanges. The Stock Exchanges are expected to grant
approval for delisting of companys shares shortly.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management
Discussion and Analysis is annexed to this report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the good Corporate
Governance practices. Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges, a separate section
on Corporate Governance together with a certificate from
the Companys Auditors confirming compliance is set out in
the Annexure C and D forming part of this report. Further, a
declaration on the Code of Conduct signed by the Wholetime
Director of the Company is given as Annexure E.
AUDIT COMMITTEE
The Company has complied with the requirements of Section
292A of the Companies Act, 1956 and Clause 49 of the Listing
Agreement with Stock Exchanges. The Audit Committee
comprises of 3 independent directors and one non executive
director. The details regarding the Audit Committee are provided
in details in the Corporate Governance Report.
BOARD OF DIRECTORS
In accordance with Article 100 of the Articles of Association of the
Company, Mr. Ramakrishna Moogimane, Ms. Nidhi Singhania
and Mr. P. Acharya retire by rotation and being eligible, offer
themselves for reappointment.
AUDITORS
M/s Haribhakti & Co and M/s Kanu Doshi Associates, Chartered
Accountants, the joint Statutory Auditors of the Company, retire
at the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. M/s Haribhakti & Co, have intimated
that they do not desire to be reappointed. M/s Kanu Doshi
Associates , the other retiring Auditor has 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 appointment, if made, will be in accordance with the limits
as specified as per Section 224(1) of the Companies Act, 1956 and
the proposal has been placed before you for approval.

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

give true and fair view of the state of affairs of the Company
as on 31.03.2011 and of the profit of the Company for the
year ended on that day;

COST AUDIT
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, 2011 will be audited by Cost Auditors, M/s K. G. Goyal
& Co., Jaipur, Cost Accountants and Cost Audit Report will be
submitted to the Ministry of Corporate Affairs, Government of
India. The cost accounts alongwith the Cost Auditors Report for
the year ended 31st March, 2010 has already been filed with the
Ministry of Corporate Affairs within specified time limit. Approval
of the Central Government for the reappointment of M/s K. G.
Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the
year 2011-12 is being 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
ending 31st December 2010, the consolidation of their financial
statements has been done for the combined year/period ended
31st December, 2010 and quarter ended 31st March 2011.
Accordingly, for the purpose of consolidation i) the audited
accounts of the overseas subsidiaries/step down subsidiaries for
their year /first accounting period ended 31st December, 2010 ii)
their unaudited accounts for the quarter ended 31st March, 2011
iii) unaudited accounts for the period ended 31st March, 2011 of
the companies whose first accounting year/period would close
on 31st December, 2011 and iv) the audited accounts of Indian/
overseas subsidiaries/step down subsidiaries for the year/period
ended 31st March, 2011 have been considered, as the case may
be.
STATEMENT PURSUANT TO SECTION 212
The statement pursuant to Section 212 of the Companies Act,
1956 relating to the subsidiaries is annexed to this report.
The Board of Directors has given its consent for not attaching
the financial statements of the subsidiaries referred to in the
aforesaid annexed statement, pursuant to the general circular
no. 2/2011 dated 8th February, 2011 of the Ministry of Corporate
Affairs, Government of India.
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)

b)

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 March 31, 2011 have
been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217




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 annexed as Annexure A 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 as Annexure B.

STOCK EXCHANGES COMPLIANCE OF LISTING AGREEMENT


The Company has paid the listing fee for the year 2011-12 to both
the Stock Exchanges. As required by the listing agreements with
the Stock Exchanges and AS -21, Consolidated Accounts and
Auditors Report thereon have been annexed forming part of the
Annual Report.
ACKNOWLEDGEMENT
Your Board of Directors place on record its sincere appreciation
for the continued co-operation and support received from the
Holding Company, Banks, Financial Institutions and other term
lenders, various State and Central Government agencies, valued
Customers, Dealers, Distributors, Market Organisers, Suppliers,
Contractors and all who have directly or indirectly contributed in
the success of your Company.
Your Directors also take this opportunity to appreciate the
committed and dedicated services of the employees and contract
workers at all levels, which have largely contributed to the
present growth of the Company.

in the preparation of the Annual Accounts for the year ended


March 31, 2011 , the applicable Accounting Standards have
been followed and proper explanation relating to material
departures, if any, have been furnished;
accounting policies as listed in Schedule 15 to the financial
statements have been selected, consistently applied and
prudent judgments and estimates have been made so as to

By Order of the Board


For Binani Cement Limited
Braj Binani
Chairman
Place : Mumbai
Date : 22nd April, 2011.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

ANNEXURE A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2011.
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 LNV technology in separator and
additional mill inlet duct in Raw Mill 2 resulting
in production increased subsequently power
consumption reduced
2. In cooling tower of Unit 2 existing fan (02 nos.)
metallic blades replaced with high efficiency FRP
blades.
3. Optimized compressors running of CM 4 by
changing pressure setting of loading/ unloading
and pipe line modification, resulting loading
saving in running hours.
4. In CM 4 intermediate diaphragm shifted
toward inlet side resulting in main drive power
consumption reduction achieved.
5. Installed variable speed drive in Cement mill no 4
bag house vent fan.
6. Installed energy saving insulating bricks in kiln2.
7. Existing water spray system in down comer duct
in kiln 2 replaced with single fluid spill back
nozzle spray system and relocated to cyclone top
resulting one compressor power saving.
8. In Unit 2 coal firing blower 482BL4 187 KW motor
replaced with low rating 160 KW motor, saving in
fixed losses of motor.
9. Replaced 70 Nos sodium vapour street lights with
LED based street lights in colony.
10. Extension of wagon loading belt to third loading
point in both sides. Saving in loading time achieved
by 1 hr 30 min hence electrical energy saving.
CGU, Neem Ka Thana
1. Installed 50 KVAR capacitor at wagon tippler MCC
to maintain the power factor with existing LT
capacitor bank at PCC circuit.
2. Installed 25KVAR capacitor at colony MCC to
maintain the power factor.
3. Installed variable frequency drive in wagon tippler
belt conveyor and JPF fan.
4. In packing plant screw conveyor (1 no) removed by
modifying the system.
5. Optimized the running of wagon tippler dribble
conveyor.
6. Optimized dedusting in clinker hopper feeding
system .
Thermal Power Plant
1. Replaced existing ACC fan blade of unit III
with aerodynamic high efficiency blades (six
numbers in phase I) hence reduction in. auxiliary
consumption.
2. Installed pneumatic ash conveying system for Air

pre heater of Boiler 1.


Installed sonic soot blower on CPP 2 boiler APH,
reduction in flue gas temperature by 5C.
4. Installed one Common cooling water pump for
CPP-2 & CPP-3.
5. Insulation of bare steam pipe line ( 50 sq.mtr) to
reduce heat losses
6. Installed one, in house arranged, Side Stream
Filtration Unit for Auxiliary cooling tower of unit
1,2&3 CPP.
7. Commissioning of Air cooled condenser for unit 1
as a replacement of water cooled condenser.
Additional investment and proposals, if any, being
implemented for reduction of consumption of energy.
Cement plant
1 . Installation of grid resistance control in O- sepa
fan of CM 4.
2. Provision of energy saving devices LED lights and
energy saver starters.
3. Replacement of existing motors in coal firing
blowers of kiln 2 with low rating motors.
4. Replacement (9 Nos) of cooler fans existing motor
in both unit with energy efficient motors
5. Provision of enhancement of mining operations by
procuring high capacity machines.
6. Provision of connection of RM 2 with CF Silo 1 (
Avoid stoppage of Kiln 1 in want of raw meal)
7. Installation of automatic clinker loading and coal
unloading system
8. Installation of high capacity gear box in belt
conveyor of lime stone stacker to run lime stone
crusher on high output.
Thermal Power Plant
1. Replacement of balance four set of ACC fan blade
of unit II with aerodynamic high efficiency blades
(phase II).
2. Installation of over bed firing system at Unit 1
BFBC Boiler
3. Installed sonic soot blower on CPP 3 boiler APH,
reduction in flue gas temperature by 5 degree.
4. Installation of semi automatic fin cleaning system
for unit III ACC fin cleaning. This will result in
better vacuum during summer usage.
Measures to improve efficiency1. Installed plate type heat exchanger in Cement mill
1 slide shoe bearing for more cooling of lubration
oil.
2. Installed isolation joint between bucket elevator
discharge and vibrating screen in packing plant.
3. Installed segmented pulley lagging in packer no 4.
4. Replacement of chain hoist to wire rope hoist at
burner platform of both kilns to improve reliability
3.

b)

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

of hoisting system.
Development of substitutes for imported and
original equipment spares to reduce spares cost
and dependability on OEMs.
6. Mining operations productivity enhanced by
adding high capacity moving machine.
7. Hydraulic rock breaker machine (L &T excavator)
modified in hydraulic system, Auto electrical
circuit and regulated engine RPM thereby saving
in diesel consumption.
8. New and efficient sealant product applied to arrest
false air across preheater cyclones.
9. Packers availability enhanced by interconnectivity
with silos.
Thermal Power Plant
1. Designed and Installed Water cooled Bed ash
cooler for CPP-3. Improved boiler efficiency.
2. Installed dust suppression system for CPP 1 coal
feeding hopper.
3. Installed dense fog type dust suppression system
for Coal Tippler.
4. Installed semi automatic fin cleaning system
for unit II ACC fin cleaning. This has resulted in
better vacuum leading to higher generation during
summer.
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 & fuel
consumption.
Thermal Power Plant : Due to various energy
conservations measures, there was saving in the
5.

c)

internal consumption and boiler heat rate.


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 EARNING AND OUTGO
1. Activities relating to exports , initiatives taken to
increase exports, development of new export market
for products and services and export plan.
During the year , the Company has not exported clinker
and cement since the prices in the domestic markets
were more remunerative than the price in the export
markets. The Company will explore avenues to export
its products in the future as and when the exports
become remunerative.
Rs./Lacs
2. FOREIGN EXCHANGE USED AND EARNED
Foreign Exchange Earnings
NIL
Foreign Exchange Outgo*
Loan Repayment
630.16
Coal
23,958.75
Stores & Spares
1,097.99
Interest
56.80
Other Expenses
42.96
Capital Expenses
1,840.72
*Excluding Investments in /Loan to overseas
subsidiaries.
d)

ANNEXURE B
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 2010-11
Name

Age
(Yrs)

Designation /
Nature of Duties

Remuneration Qualifications
Received
(Rs. Lacs)

Experience
(Years)

Date of
commencement
of Employment

Previous Employment

Mr. P. Acharya

58

Sr. Executive
Director &
Wholetime Director

65.83 B.E.(Mech.) & MBA

32

17.11.2008

Executive Director
Dalmia Cement (Bharat) Ltd.

Mr. R.S. Joshi

56

President
(Corporate Affairs)

66.20 M.A. (Economics)

34

10.10.2005

Vice President (Commercial)


Grasim Industries Ltd.

Note :
1.

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

2.

Does not include monetary value of non cash perquisites as per Income Tax Act, 1961

3.

The nature of employment of Mr. P. Acharya is contractual.

4.

None of the above employees are relatives of the Directors of the Company.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

FORM A
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, 2011.
CONSERVATION OF ENERGY
Total Energy Consumption and Energy Consumption per Unit of Production.

A
1
a

2
a

Power & Fuel Consumption


Electricity
Purchased
Unit
Total Cost
Cost/Unit
Own Generation
Unit
Cost of HSD / LDO Consumed
Cost of Coal Consumed
Cost of Lignite Consumed
Cost of Pet Coke Consumed
Cost of Fuel Consumed (Coal, Lignite,HSD/LDO)
Cost/Unit
Fuel Consumption
Coal-Imported (Steam Non-Coking)
(Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
Pet Coke (Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
Alternative Fuel - (Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
Lignite - (Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
Coal-Imported (Steam Non-coking)
(Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
Coal-Indegenous (Steam Non-coking)
(Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
HSD / LDO - (Used in Kiln for Clinker Production)
Quantity
Total Cost
Average Rate
HSD / LDO - (Used in Captive Power Plant)
Quantity
Total Cost
Average Rate

For the
year ended
31/03/2011

For the
year ended
31/03/2010

(KWh)
(Rs. Lacs)
Rs.

112356169
5217.11
4.64

139032090
6352.41
4.57

(KWh)
(Rs. Lacs)
(Rs. Lacs)
(Rs. Lacs)
(Rs. Lacs)
(Rs. Lacs)
Rs.

305668870
72.64
7296.40
3819.87
11188.91
3.66

244906539
67.13
5928.71
59.91
1498.75
7554.50
3.08

(M.T.)
(Rs. Lacs)
Rs.

467687
29807.53
6373.39

537397
26558.06
4941.98

(M.T.)
(Rs. Lacs)
Rs.

37071
2823.06
7615.32

3081
184.83
5999.23

(M.T.)
(Rs. Lacs)
Rs.

29528
809.45
2741.33

12732
305.08
2396.29

(M.T.)
(Rs. Lacs)
Rs.

3638
59.91
1646.85

(M.T.)
(Rs. Lacs)
Rs.

95032
5886.23
6193.95

129333
5928.71
4584.07

(M.T.)
(Rs. Lacs)
Rs.

36,602.00
1,410.17
3,852.71

(Litre)
(Rs. Lacs)
Rs.

426827
154.28
36.15

491658
155.09
31.54

(Litre)
(Rs. Lacs)
Rs.

200039
72.64
36.31

212077
67.13
31.65

Consumption per ton of Production


Electricity (KWh/MT of Cement)
2010-11
76.72

2009-10
74.36

Coal, Lignite, Pet Coke & Alternative Fuel


(Kg./MT of Clinker)
2009-10
2010-11
0.13
0.12

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


2010-11
0.10

2009-10
0.11

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

MANAGEMENT DISCUSSION AND ANALYSIS


INDUSTRY OVERVIEW

PROFIT BEFORE TAX (Rs./Lacs)

the last few years. Indian Cement Industry foresees a 10.50%

40000

CAGR growth in cement production during FY 2010-14. Against

35000

9.2% growth forecast of GDP in 2011-12, industry is likely to

30000

Rs. in Lacs

Cement production in India has grown at a brisk pace during

45000

show growth of 11%. Housing Sector, increased activity in


infrastructure development and exports recovery continuing to
remain key growth drivers. However, huge capacity addition
in pipeline, increased cost of raw materials, fuel, logistics and

40800

24484

25000
20000

15657

15000
15456

10000

change in Excise duty structure are key concerns to the bottom-

5000

line in the short to medium term.

5807
613

103

448 700

8227

1.

01
-0
2
02
-0
3
03
-0
4
04
-0
5
05
-0
6
06
-0
7
07
-0
8
08
-0
9
09
-1
0
10
-1
1

COMPANYS PERFORMANCE

YEA R

FINANCIAL PERFORMANCE
The financial performance for the year ended 31st March,
2011 is summarized below:

2.
(Rs. in Lacs)

REVIEW OF OPERATIONS
Your Companys operations continues to maintain its

Particulars

2010-11

2009-10

% Change

growth path. During the year under review, the companys

Sales & Other Income

174,335

187,216

-7

production and sales figures have surpassed all the previous

EBIDTA

28,521

59,178

-52

highs. The production of the cement has increased by

Cash Profit

18,177

51,327

-65

Profit before Tax

8,227

40,800

-80

The sale of the cement has increased by 2.70% over the

Profit after Tax

9,051

28,192

-68

previous year sales. The company sold 54.38 lacs MT of

3.37% compared to 2009-10. The company produced 54.58


lacs MT cement compared to 52.80 lacs MT in 2009-10.

cement compared to 52.95 lacs MT in the previous year.


Captive power generation during the year under review was

EBIDTA (Rs./Lacs)

3056.69 lacs KWh (net) compared to 2449.07 lacs KWh in

65000

2009-10.

59178
55000

In line with the Industry trend, the Company registered


a much lower profitability during the year compared to

Rs. in Lacs

45000

previous year due to lower cement price, increased fuel ,

34698
35000

raw material, logistics costs and increase in Excise Duty


23265

25000
15000
5000

30639

28521

13515
10733

9796

10178

registered a Net Profit (before tax) of Rs. 8,227 lacs


compared to Rs. 40,800 lacs in the previous year. However,
from January, 2011. onwards there has been sign of

10135

improvement in the cement prices resulting in improved


06
-0
7
07
-0
8
08
-0
9
09
-1
0
10
-1
1

01
-0
2
02
-0
3
03
-0
4
04
-0
5
05
-0
6

YEAR

10

from 8% to 10% . During the year , the company has

bottom-line.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

FUTURE OUTLOOK
21.08

25.38

12.64

12.43

14.49

15.97

17.25

17.64

10

33.50

16.94

11.85

8.64

6.43

4.77

3.49

20
19.21

Qty. in Lacs MT

PPC

40
30

22.24
17.54

50
OP C

30.57

Cem ent Production

01
-0
2
02
-0
3
03
-0
4
04
-0
5
05
-0
6
06
-0
7
07
-0
8
08
-0
9
09
-1
0
10
-1
1

YEA R

Pow er Generated V/s Purchased


1876

Generat ed
P urc has ed

1021

1661

1512

750

910

575 1314

1258
502

1505
253

500

270

1411
313

1000

1445

1295
332

2500

1500

2449
3057

3500

2000

Housing and Infrastructure sector is continuing to be the key


driver for cement demand in the coming years as well.
INTERNAL CONTROL SYSTEM

3000

Indian Cement Industry : Growth in domestic cement demand


is expected to remain strong on the back of growing demand
from the housing sector, increased activity in infrastructure
development and exports. It is anticipated that industry players
will continue to increase their annual cement output in coming
years and the Countrys total cement production will grow at a
CAGR of around 10.5% during 2010-11 - 2013-14.

0
01
-0
2
02
-0
3
03
-0
4
04
-0
5
05
-0
6
06
-0
7
07
-0
8
08
-0
9
09
-1
0
10
-1
1

YEAR

Cement Sales
60

The management maintains adequate internal controls


commensurate with the nature and size of operations of the
company, which is designed to provide reasonable assurance
that assets are safe-guarded, transactions are correctly executed
and recorded in accordance with managements authorization,
applicable accounting standards and selected accounting policies
which are being applied consistently. After implementation of
SAP software in previous years at its works and in marketing
functions, the Company has successfully implemented plant
maintenance and Human Capital Management (HCM) and
payroll system to further enhance the Internal controls. Also
SOP document will be implemented shortly to document the
standard practices. During the year, the Company has framed
Risk Management policy and created a detailed Risk Register to
identify key risks and safeguard measures to reduce consequent
impact. The Company has adequate internal control system
which are evaluated periodically by the internal auditors.
Your companys internal control system provides high level of
system based checks and controls. Regular internal audits and
checks ensure that responsibilities are executed efficiently. The
Audit committee of Board of Directors reviews the adequacy
and effectiveness of internal Control System and suggests
improvement for strengthening them from time to time.
OPPORTUNITIES/THREATS/RISKS/CONCERNS

50

54.38

52.95

42.43

29.61

24.06

23.43

22.38

10

21.91

19.24

20

21.13

30

Year

1
10-1

08-0
9

09-1
0

07-0
8

06-0
7

6
05-0

5
04-0

4
03-0

3
02-0

0
01-0

LACS MT

Opportunities
40

The growth of Cement Industry is directly linked with the growth of


infrastructure sector. With a large percentage of Indian population
being below the age of 25, the construction activity is expected to
make a significant contribution in the context of growing housing
needs, development of roads and other infrastructure projects
etc. Despite second fastest growing economy in the world per
capita cement consumption is very low, leaving large room for
growth of Industry.
The Company, with its Brand image, large dealer network and
one of the major supplier of Cement in Rajasthan and Gujarat

11

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

will witness continuous growth. The requisite boost to the


industry will be given by increased Government Private Sector
spending on infrastructure to achieve double digit GDP growth
and Governments thrust in the low cost housing.
Threats, Risks and Concerns
Despite a strong demand growth forecast of 10-11% in the next
3-4 years, relatively higher capacity addition in the near future
and increased cost of inputs, fuel, and logistics, upward revision
in interest rates, may put pressure on the bottom-line in the
short to medium term.
RECOGNITION AND AWARDS
During the year 2010-11, your Company has been conferred with
the following awards / recognitions :
National Award for Prevention of Pollution 2008-09 by the
Ministry of Environment & Forests, in recognition for Companys
commendable efforts towards conservation of energy and water,
reduction in waste generation and protection of the environment
through use of innovative practices.
National Award for Excellence in Water Management by the
Confederation of Indian Industries (CII) in recognition of companys
outstanding contribution towards consistent reduction in water
conservation, groundwater replenishment and implementing
innovative water saving schemes during the year 2009-10.
Safety Innovation Award 2010 by the Institute of Engineers in
recognition for Companys efforts towards inculcating behaviour
based safety culture, reducing the risk of injuries and ill health
to its employees as well as surrounding communities and overall
improvement in OHS.
Greentech Environment Excellence Gold Award which is third in
a row, for Companys notable contribution towards prevention
and control of pollution and overall improvement in the quality
of environment.
Certificate of Excellence, Best Employer 2009 given by Employees
Association of Rajasthan, Jaipur for companys commendable
efforts towards improving employee-employer relations.
FE-EVI Green Business Leadership Award 2010 for being
the best performer in terms of environmental management in
Cement Industry.
Most Useful presentation Award (National Award for Excellence
in Water Management) The award was given for making
an outstanding presentation, showcasing the best water
conservation practices, methods and technologies.
SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT
The Company continues to focus on upliftment of the surrounding
community through various programmes like provision of food

12

and shelter, closed toilets, use of smokeless stoves, to motivate


the villagers towards plantation with a view to divert them from
de-forestation, Provision of training to adivasis on stitching of
traditional dresses which can be sold to consumers through
cooperative societies and cattle and poultry development. The
above programmes are being carried in partnership with M/s
RBKS, an NGO. The programme will not only improve life style of
target villagers but also cater to their financial needs.
The Binani Ladies Club regularly contributes towards community
development and charity through distribution of school uniforms,
books, clothes and blankets to needy tribal people.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The leadership position attained by the Company over the years
is due to the dedication and commitment of its employees. Your
Company firmly believes that its employees play a vital role in
success of the organization. During the year, major emphasis
was laid on talent acquisition and enhanced competency of the
employees in order to meet challenges of global competition.
Your Company has nurtured a strong learning & performance
oriented driven environment by providing training and practical
exposure to employees. This reflects in the fact that on an
average 3.80 man days per person have been spent on training
during the year.
Employee/Industrial Relations have been cordial during the year.
Your Company enjoys a very healthy relationship with workmen
and union which is authenticated by zero man days loss due to IR
problem for two consecutive years.
Total employee involvement culture has been promoted across
the organization by introducing best employee of the month
award which encourages grass root level employees to come
up with innovative ideas for enhancing the bottomline. Besides
this nearly three number of QC are running very effectively. The
Company has won various State and National level awards.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis
describing the companys objective, estimates, projections,
expectations or predictions may be forward looking statements
within the meaning of applicable laws and regulations.
Your Companys actual results, performance or achievements
could differ materially from those expressed in or implied from
such forward looking statements. Important factors that could
influence the Companys operations include input availability and
prices, demand and pricing of finished goods in the Companys
principal markets, changes in government regulations, tax laws,
economic developments within the country and other incidental
factors.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

ANNEXURE - C TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2011
CORPORATE GOVERNANCE REPORT
(As required by Clause 49 of the Listing Agreement with the Stock Exchanges)

Corporate Governance 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.
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.
Board of Directors
The Board of Directors consists of a Non-Executive Promoter Director as Chairman, 1 Executive Director as Wholetime Director, 4
Independent Directors and 2 Non Executive Non Independent Directors.
The Board of Directors functions both as a full Board and through Committees. The Board of Directors and the Committees meet at
regular intervals. There are 6 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders/
Investors Grievance Committee, Remuneration Committee, Finance Committee, Buy Back Committee and Investment Committee.
The Composition and category of Directors as on 31st March, 2011 are as follows:
Category

Name of Director

Non Executive Promoter Chairman

Mr. Braj Binani , Chairman

Executive Director

Mr. P. Acharya Sr. Executive Director & Wholetime Director

Independent Directors

Mr. S. Padmakumar
Dr. V. C. Shah
Mr. V. Subramanian
Mr. Ramkrishna Moogimane

Non Independent Non Executive Director

Mr. M. K. Chattopadhyaya
Ms. Nidhi Singhania

During the year ended 31st March 2011, 9 ( Nine) Board Meetings were held on the following dates viz. 23rd April, 2010, 27th July, 2010,
6th October, 2010, 22nd October, 2010, 14th December, 2010, 15th January, 2011, 28th January, 2011 and 28th March, 2011. None of the
Directors on the Board are members of more than 10 Committees and Chairman of more than 5 Committees which are mandatory in
nature in public companies in which they are Directors.
The composition of Directors, Attendance of each Director at the Meetings of the Board of Directors 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 :
SI Name of the Director
No.

Category of
Directorship

Mr. Braj Binani, Chairman

Mr. S. Padmakumar

Dr. V. C. Shah

Non Independent
Non Executive
Independent
Non Executive Director
Independent
Non Executive Director

No. of Board
meeting
attended
(From 1.4.10
to 31.3.11)
6

Attendance
at last AGM

No. of other
Directorships

No. of Membership /
Chairmanship * in other
Board Committee(s).
Chairman ( C ) Member (M)

Yes

Yes

Yes

13

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SI Name of the Director


No.

4
5
6
7
8

Mr. V. Subramanian

Category of
Directorship

Independent
Non Executive Director
Ms. Nidhi Singhania
Non Independent
Non Executive Director
Mr. Ramkrishna Moogimane Independent
Non Executive Director
Mr. M.K. Chattopadhyaya
Non Independent
Non Executive Director
Mr. P. Acharya
Non Independent
Executive Director

No. of Board
meeting
attended
(From 1.4.10
to 31.3.11)
6

Attendance
at last AGM

No. of other
Directorships

No. of Membership /
Chairmanship * in other
Board Committee(s).
Chairman ( C ) Member (M)

Yes

No

Yes

Yes

Yes

*only Audit Committee and Shareholders/Investors Grievance Committee are considered for the purpose.
Mr. R. Venkiteswaran who is an employee of the Holding Company, has been nominated as the CFO Group Control Accounts of the
Company.
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
commission and sitting fee being paid to them. Mr. S. Padmakumar is a Director in Binani Industries Limited (Holding Company), Binani
Zinc Limited, Goa Glass Fibre Limited and Wada Industrial Estate Limited (Fellow Subsidiaries). Dr. V. C. Shah is Director of Binani
Industries Limited while Mr. V. Subramanian is Director in Binani Zinc Limited, Goa Glass Fibre Limited, Wada Industrial Estate Limited
and BT Composites Limited which are fellow subsidiaries.
Audit Committee
Audit Committee of the Board of Directors 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 and one non independent non Executive Director.
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, Internal Auditors, Tax Auditors and Cost 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 quarterly basis The Committee also reviews all the unaudited quarterly Financial Results and the
Audited Results including that of Subsidiaries before submission to the Board.
The Chairman of the Audit Committee, Mr. S. Padmakumar was present at the last Annual General Meeting (AGM) of the Company held on
25th June, 2010 . The Audit Committee met 4(four) times during the year under review on 22nd April, 2010, 26th July, 2010, 21st October,
2010 and 27th January, 2011.
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 Meeting Attended

Whether attended AGM

Mr. S. Padmakumar Chairman

Yes

Dr. V.C. Shah

Yes

Mr. V. Subramanian

Yes

Mr. M. K. Chattopadhyaya

Yes

14

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Mr. P. Acharya, Wholetime Director designated as Sr. Executive Director and Mr. M. K. Chattopadhyaya, the erstwhile Chief Financial
Officer ( Now Executive Director & Group CFO ) and Mr. R. Venkiteswaran CFO Group Control Accounts attend all the meetings of
the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are invited to attend the meetings. The Company
Secretary acts as the Secretary of the Audit Committee.
Shareholders/Investors Relations Committee
The Investor Relations Committee comprises of 3 Independent Directors and 1 Non Independent and Non Executive Director 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 looks into various investor complaints.
During the year 2010-11 , 134 complaints were received from investors mainly pertaining to the non receipt of dividend, buy back of shares
and delisting of shares. All the investors complaints have been resolved to the satisfaction of the complainants. As on 31.3.2011 there
were no complaints pending to be resolved.
The Committee met 3 ( Three ) times during the year on 29th November, 2010, 14th December, 2010 and 21st March, 2011 to consider
requests for rematerialisation of shares. The attendance in the said Committee is as under :Name of the Director

No. of Meetings Attended

Dr. V.C. Shah -- Chairman

Mr. S. Padmakumar

Nil

Mr. V. Subramanian

Nil

Mr. M. K. Chattopadhyaya

Mr. Atul P. Falgunia, the 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 Companies of corresponding size and stature.
The Remuneration Committee at present consists of 3 Independent Directors and 1 Non Executive Non Independent Director. Mr. S.
Padmakumar is the Chairman of the Remuneration Committee.
There were no committee meetings during the year as the remuneration committee had already approved the payment of remuneration
to Mr. P. Acharya in the earlier year for a period of 5 years.
The composition of Remuneration Committee is given below:
SI. No.

Name of the Member

1.

Mr. S. Padmakumar Chairman

2.

Mr. V. Subramanian

3.

Dr. V. C. Shah

4.

Mr. M. K. Chattopadhyaya

Details of remuneration paid to the Directors for the year ended 31st March, 2011
(i)

Executive Directors

(Rs in Lacs)

Name & Position

Salary

Commission

Perquisites

Provident
Fund

Retirement
Benefits

Total

P. Acharya, Wholetime Director

49.50

10.39

5.94

65.83

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

15

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

There are no stock options available / issued to any Director of the Company.
(ii) Non-Executive Directors
Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays Rs. 5,000 by way of Sitting Fees for Board
Meeting and Rs. 2,500 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 and accordingly commission
aggregating to Rs. 18.00 Lakhs was paid to the Non Executive Independent Directors for the year under review.
There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2010-11
other than the above.
There are no convertible instruments issued to any of the Non-Executive Directors of the Company
Finance Committee
The Board has also constituted a Committee of Directors to oversee the financial function and for availing various facilities including
working capital facilities from bankers. The Committee comprised of Mr. S. Padmakumar, Dr. V. C. Shah, Mr. V. Subramanian and Mr. M.
K. Chattopadhyaya. The Committee consisted of 3 independent directors and 1 non independent non executive director.
The Committee met 8 ( Eight ) times during the year 2010-11 to consider matters relating to availing of Corporate Loans, grant of
Corporate Guarantee on behalf of subsidiaries for the loans and other credit facilities availed by the Subsidiaries.
Buy Back Committee
The Board of Directors had constituted a Buy Back Committee to oversee the process for the buy back of equity shares of the Company in
terms of the shareholders approval by Special Resolution through Postal ballot on 14th June, 2010.
The buy back committee comprised of Mr. Braj Binani, Dr. V.C. Shah, Mr. V. Subramanian, Mr. M.K. Chattopadhyaya and Mr. P. Acharya.
The Committee met 5 times during the year to consider matters relating to buy back of shares. The Company successfully completed
the buyback of 1,45,00,000 Equity Shares of the Company at a buy back price of Rs. 90 /- per share and extinguished the shares which
were bought back. Since the company had received valid applications for 1,96,32,290 shares, the shares were bought back through
proportionate allotment.
Voluntary Delisting of Equity Shares of the Company.
The shareholders of the Company have approved the delisting offer to the shareholders made by the Promoter/Acquirer, M/s Binani
Industries Limited through resolution passed by Postal Ballot on 26th November, 2010.
The delisting offer was successful and the Promoter /Acquirer (Holding Company) received 268 valid bids from Shareholders for 4,73,58,222
shares. The holding company has acquired the shares at the price of Rs. 90/- which was determined through the reverse book building
process and paid the consideration to the shareholders of the Company by 23rd February, 2011. Consequent upon the success of the offer,
the shareholding of the holding Company in the Company has increased to 95.01% of the total paid up and issued share capital of the
Company. Further, the Company has made final application to the Bombay Stock Exchange Limited and National Stock Exchange of India
Limited for approving the delisting of shares of the Company from the exchanges. The approval is awaited.
Disclosures
a)

There are no significant Related Party transactions during the year of material nature with the promoters, directors or the management
or their subsidiaries or relatives, etc, potentially conflicting with Companys interest at large. Related Party transactions are disclosed
in the Notes to Accounts forming part of this Annual Report.

b)

As per Clause 49(V) of the Listing Agreement, the Chief Financial Officer Group Control Accounts & Wholetime Director (Sr. Executive
Director) certified to the Board on their review of financial statements and cash flow statements for the financial year ended 31st
March, 2011 in the form prescribed by Clause 49 of the Listing Agreement which is given below.

c)

There were no instance of non-compliance on any matter relating to the capital market since the shares have been 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 Company has however bought back
1,45,00,000 Equity Shares of Rs. 10 /- at a buy back price of Rs. 90/- per share from the public.

16

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

d)

Mandatory Requirements : The Company has complied with all Mandatory requirements of the Clause 49 of the listing agreements
with Stock Exchanges.
Non-Mandatory requirements :
The extent of Compliance is given below :

e)

1.

The Company has set up a Remuneration Committee of the Board of Directors. The details of the same have already been given
above.

2.

The Company does not have a Whistle Blower policy.

3.

The Company does not have any mechanism for evaluating the performance of the Non Executive Board Members.

4.

The Company does not have any training programme for the Directors.

Details of information on appointment of new/re-appointment of directors :


A brief resume, nature of expertise in specific functional areas, number of equity shares held in the company by the Director or for
other person on beneficial basis, names of companies in which the person already holds directorship and membership of committees
of the Board forms part of the Notice convening the 15th Annual General Meeting .

f)

BCL Code of Conduct for prevention of Insider Trading


The Company has adopted and implemented a BCL 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.

g)

BCL Code of Conduct for Directors and Senior Management:


The Company has framed and implemented BCL Code of Conduct for its Directors and Senior Management. The Code of Conduct
has also been posted on the Companys website www.binani.com Affirmation on compliance of Code of Conduct for the financial year
2010-11 has been received from all the Directors and Senior Management personnel of the Company.

h)

Disclosures of Accounting Treatment wherever applicable have been made in the Audited Financial Accounts for the year ended
31.03.2011.

i)

Shareholding of Non Executive Directors :


The Shareholding of Non Executive Directors as on 31.3.2011 are as under :
Sr.
No

Names of the Directors

No. of Shares held

1.

Mr Braj Binani

Nil

2.

Ms Nidhi Singhania

Nil

3.

Mr S. Padmakumar

4.

Dr V.C.Shah

5.

Mr V. Subramanian

Nil

6.

Mr Ramkrishna Moogimane

Nil

7.

Mr. M. K. Chattopadhyaya

Nil

Nil
12,240

Subsidiary Companies
The Company now has six overseas and two subsidiaries in India 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)

17

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Pte Limited and Swiss Merchandise Infrastructure Limited and Merit Plaza Limited which are non material non listed subsidiaries. The
Audit Committee has now reviewed 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.
Chairman / CFO Certificate
In compliance with Clause 49(V) of the Listing Agreement with the Stock Exchanges, the Company has obtained a Certificate from the
Sr. Executive Director & Wholetime Director and CFO- Group Control Accounts which has been placed before the Board stating and
certifying that :
(a)

they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2011 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 Companys 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 2010 -2011 which
are fraudulent, illegal or violative of the Companys 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 Companys
internal control system have been observed.
Risk Assessment and Minimisation Procedures
The Company has identified certain risk areas with regard to the operations of the Company and have taken steps, wherever possible
for minimization of risk. The Companys Board is conscious of the need to review the risk assessment and minimization procedures on
regular intervals.
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

2008

12th AGM

Kala Mandir 48,Shakespeare


Sarani,Kolkata -700017.

23rd June, 2008

11.40 a.m

No.

2009

13th AGM

Rotary Sadan, 94/2, Chowringhee


Road, Kolkata -700 020

26th June, 2009

11.30 a.m

No.

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 amending
Article 126 pertaining of affixation of
common seal.

18

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Postal Ballot
During the year under review, Special Resolution under Section 77A, 77AA, and 77B of the Companies Act 1956 read with SEBI ( Buy Back
of Securities) Regulations 1998 for the buyback of 1,45,00,000 Equity Shares of Rs. 10/- each at a buyback price of Rs. 90/- per share
alongwith Special Resolution for the alteration of Articles of Association of the Company by insertion of Article 3A was inserted pursuant
to postal ballot passed by shareholders on 14th June, 2010. The Special Resolutions were passed with requisite majority.
Further a Special Resolution for the Voluntary Delisting of Equity Shares of the Company from Bombay Stock Exchange Limited and
National Stock Exchange of India Limited as per the regulations contained in the SEBI ( Delisting of Equity Shares ) Regulations, 2009 was
passed with requisite majority through votes cast by the public shareholders pursuant to postal ballot passed by shareholders on 26th
November, 2010.
Means of Communication
a)

Quarterly results are published in the pro-forma prescribed by Stock Exchanges, in The Economic Times/ Financial Express and
Aajkal, a Bengali Newspaper.

b)

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

c)

The financial results are displayed on the Companys website www.binani.com

d)

The Company is filing/submitting its Shareholding Pattern, Financial Results, Report on Corporate Governance on quarterly basis
and same are posted on the website of BSE /NSE in accordance with the Listing Agreement with the Stock Exchanges which may be
accessed by the Shareholders /Investors.

General Information for Shareholders


(i)

Date, Time and Venue of the Annual General Meeting

27th June 2011 at 3.45 p.m or on completion of the AGM of


Binani Zinc Limited

(ii)

Financial Year

1st April to 31st March

Financial Results

Will be published on or before

Results for Quarter ending June, 30 2011

31st July, 2011

Results for Quarter ending Sept, 30, 2011

31st October, 2011

Results for Quarter ending Dec, 31st 2011

31st January, 2012

Results for Quarter ending March 31, 2012

30th April, 2012

(iii)

Date of Book closure

20th June, 2011 to 27th June, 2011

(iv)

Dividend Payment Date

30th June 2011.

Listing on Stock Exchanges


a)

b)

The Companys Equity Shares are listed on the following Stock Exchanges:
i)

Bombay Stock Exchange Limited (Stock Code: BINANICEM Scrip code : 532849)

ii)

National Stock Exchange of India Ltd. (Stock Code: BINANICEM) Scrip Code : 532849.

The Company has paid the Listing Fees for the year 2011-12 to both the Stock Exchanges where the Companys equity shares are
listed.

19

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Market Price Data ( BSE & NSE )


Months

Price Data (BSE )

Price Data (NSE )

SENSEX

High

Low

High

Low

High

Low

April 10

88.70

74.50

88.80

72.95

18047.86

17276.80

May 10

83.15

75.00

87.70

75.50

17536.86

15960.15

June 10

92.40

78.55

92.00

78.00

17919.62

16318.39

July 10

84.50

79.10

84.45

79.10

18237.56

17395.58

August 10

88.00

76.50

87.00

76.55

18475.27

17819.99

September 10

87.40

77.30

96.60

77.20

20267.98

18027.12

October 10

108.80

80.90

109.00

80.80

20854.55

19758.95

November 10

92.00

81.05

91.95

81.05

21108.64

18954.82

December 10

90.00

81.55

90.50

82.05

20552.03

19074.57

January 11

92.50

86.00

92.30

85.20

20664.80

18038.48

February 11

92.70

84.30

92.90

84.00

18690.97

17295.62

March 11

90.40

86.75

90.40

86.00

19575.16

17792.17

Stock Price Performance in comparison to BSE Sensex

120.00

25000

100.00

20000

80.00

15000

60.00
10000

40.00

BSE Sensex

Share Price on BSE Rs.

Share Price Performance at BSE in Compairsion to BSE Sensex

5000

20.00
0.00

0
Apr- May- Jun10
10
10

Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar10


10
10
10
10
11
11
11
10
Months

Price Data ( BSE ) High

Price Data ( BSE ) Low

SENSEX High

SENSEX Low

Registrar and Transfer Agents


The Company has appointed Link Intime India Private Limited as 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 Limited
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W)
Mumbai 400 078
Phone: 022 -25946970
Fax: 022- 25946969
Email: rnt.helpdesk@linkintime.co.in

20

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

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, 2011
No. of Shares held

No. of Shareholders

% of Shareholders

No. of Shares held

Up to 500

% of Shareholding

17240

90.96

2174157

1.15

501 to 1000

1085

5.72

775955

0.41

1001 to 2000

393

2.07

516565

0.27

2001 to 3000

78

0.41

204994

0.11

3001 to 4000

30

0.16

107681

0.06

4001 to 5000

37

0.20

178607

0.10

5001 to 10000

57

0.30

432637

0.23

10001 and above

34

0.18

184210678

97.67

18954

100.00

188601274

100.00

TOTAL
Pattern of Shareholding as on 31st March, 2011
(I)

(a)

Statement showing Shareholding Pattern


Name of the Company: BINANI CEMENT LIMITED
Scrip Code: BSE : 532849

As on: 31st March 2011

Scrip Code: NSE : BINANICEM


Class of Security : EQUITY

Cate-gory
code

Category of shareholder

(I)

(II)

Number Total
of share- number of
holders
Shares
(III)

Number of
shares held in
dematerialized
form

(IV)

(V)

Total shareholding as
a percentage of total
number of Shares

Shares Pledged or
Otherwise encumbered

(VI)

(VII)

(VIII)

(IX)

As a
percentage
of (A+B)

As a
percentage
of (A+B+C)

No. of
Shares

As a
percentage

(A)

Shareholding of Promoter and


Promoter Group

(1)

Indian

(a)

Individuals/ Hindu Undivided


Family

100

(b)

Central Government/ State


Government(s)

(c)

Bodies Corporate

179184078

179184078

95.01

95.01

80140000

44.72

(d)

Financial Institutions/ Banks

(e)

Any Other (specify)

Sub-Total (A)(1)

179184178

179184078

95.01

95.01

80140000

44.72

21

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Cate-gory
code

Category of shareholder

(2)

Foreign

(a)

Individuals (Non-Resident
Individuals/ Foreign Individuals)

Number Total
of share- number of
holders
Shares

Number of
shares held in
dematerialized
form
0

Total shareholding as
a percentage of total
number of Shares

Shares Pledged or
Otherwise encumbered

(b)

Bodies Corporate

(c)

Institutions

(d)

Any Other (specify)

Sub-Total (A)(2)

Total Shareholding of Promoter


and Promoter Group (A)= (A)
(1)+(A)(2)

179184178

179184078

95.01

95.01

80140000

44.72

(B)

Public Shareholding

NA

NA

(1)

Institutions

NA

NA

(a)

Mutual Funds/ UTI

NA

NA

193925

193925

0.10

0.10

(b)

Financial Institutions/ Banks

3549786

3549786

1.88

1.88

(c)

Central Government/ State


Government(s)

(d)

Venture Capital Funds

(e)

Insurance Companies

(f)

Foreign Institutional Investors

762132

762132

0.40

0.40

(g)

Foreign Venture Capital Investors

(h)

Any Other

Sub-Total (B)(1)

4505843

4505843

2.38

2.38

306

501782

501782

0.27

0.27

(2)

Non-institutions

(a)

Bodies Corporate

(b)

Individuals 1. Individual shareholders


holding nominal share capital up
to Rs. 1 lakh.

18304

3968997

3967589

2.10

2.10

2. Individual shareholders
holding nominal share capital in
excess of Rs. 1 lakh.

16

295061

295061

0.16

0.16

(c)

Any Other (specify)


1. Clearing Members
2. NRIs
3. Trusts

(C)

49053

49053

0.03

0.03

91360

91360

0.05

0.05

5000

5000

Sub-Total (B)(2)

18938

4911253

4909845

2.61

2.61

NA

NA

Total Public Shareholding (B)=


(B)(1)+(B)(2)

18946

9417096

9415688

4.99

4.99

NA

NA

TOTAL (A)+(B)

18954

188601274

188599766

100

100

NA

NA

18954

188601274

188599766

100

100

Shares held by Custodians


and against which Depository
Receipts have been issued
GRAND TOTAL
( A ) + ( B ) + ( C)

22

96
215

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Dematerialisation of Equity Shares and Liquidity


As on 31st March, 2011, 99.99% of the Companys Equity Shares have been dematerialized.
As per directives issued by SEBI, it is compulsory to trade in the Companys shares in the dematerialised form. The ISIN Number allotted
by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for trading in the Companys
shares in Demat form is INE042H01019
Outstanding GDRs /ADRs/ Warrants or any Convertible instruments,
There are no outstanding GDRs/ADRs/Warrants due for any conversion in future.
Entities comprising Group under Regulation 3(1)(e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997
(1) Abhinav Holdings Limited, Cyprus (2) Ace Portfolio & Finance Pvt. Ltd., (3) Akroor Traders Pvt. Ltd., (4) Atithi Tie-up Pvt. Ltd., (5) Asian
Industry & Information Services Pvt. Ltd. (6) BIL Infratech Limited (7) B T Composites Limited, (8) Binani Cement Factory ( Mauritius)
Limited, Mauritius (9) Binani Cement Factory (SFZ) Limited, Sudan (10) B C Tradelink Limited, Tanzania (11) Bhumi Resources (Singapore)
Pte Ltd. (12) Binani Cement (Uganda) Limited (13) Binani Cement Co. Ltd (Sudan) (14) Binani Cement Factory (Kenya) Ltd (15) Binani
Cement Factory LLC. Dubai, (16) Binani Cement Limited, (17) Binani Cement SARL (Djibouti) (18) Binani Energy Private Limited, (19)
Binani Industries Limited, (20) Binani Cement Company WLL ( Kuwait ) (21) Binani Infrastructure ( Mauritius) Limited (22) Binani Metals
Limited (23) Binani Ready Mix Concrete Limited (24) Binani Zinc Limited, (25) BZL Minerals Pty Limited, Australia (26) CPI Binani Inc, USA
(27) Dharmik Commodeal Pvt. Ltd. (28) Damini Multitrade Pvt. Ltd. (29) Dhaneshwar Solution Pvt. Ltd. (30) Ess Vee Alloys Private Limited,
(31) Goa Glass Fibre Limited (32) K B Vyapar Pvt Ltd, (33) Krishna Holdings Pte. Ltd., Singapore, (34) Lexus Holdings & Finance Pvt. Ltd.,
(35) Lucknow Properties & Finance Private Limited, (36) Manjushree Holdings Pvt Ltd., (37) Merit Plaza Limited (38) Miracle Composites
Private Limited, (39) Miracle Securities Private Limited, (40) Nirbhay Management Services Pvt. Ltd. (41) Mr. Braj Binani, (42) Mrs. Kalpana
Binani, (43) Ms. Nidhi Singhania, (44) Ms. Shradha Binani, (45) Ms. Vidushi Binani (46) Mukundan Holdings Limited, BVI (47) Murari
Holdings Limited, BVI, (48) PT ANGANNA Energy Resources, Indonesia (49) R.B.G. Minerals Industries Limited, (50) Sankalp Holdings
Limited, Cyprus (51) Sapan Holdings & Trading Pvt. Ltd. (52) Shandong Binani Rongan Cement Co. Ltd., China, (53) Suryamukhi Vintrade
Pvt. Ltd., (54) Swiss Merchandise Infrastructure Ltd (55) Sambhaw Holdings Limited (56) Triton Trading Co Pvt. Ltd., (57) Vijayshree
Holdings Pvt Ltd, (58) Wada Industrial Estate Limited
Plant Location

Address of the Registered Office

Investor Complaints under


Clause 47(f) of the Listing Agreement
Contact Person

Subsidiaries Plant Locations

1.

Binani Cement Limited


Binanigram, Pindwara, Sirohi,
Rajasthan 307031.
2. Binani Cement Limited
Village : Sirohi, Taluka : Neem Ka Thana
District : Sikar
Rajasthan.
Binani Cement Limited
37/2, Chinar Park, New Town,
Rajarhat Main Road, P.O. Hatiara,
Kolkata 700 157
Tel No. 033 25160063
Fax No. 033 25160053

Mr. Atul P. Falgunia


Company Secretary
atul@binani.net
1. Shandong Binani RongAn Cement
Company Limited
Fujiazhuang Village, Dongguan Town,
Ju County of Rizhao Municipality
Shandong Province,
Peoples Republic of China.

23

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

2.
Address for Communication for BCL ,
Subsidaries and Associates :
1.

Registered Office
Binani Cement Limited
37/2, Chinar Park, New Town,
Rajarhat Main Road, P.O. Hatiara,
Kolkata 700 157
Tel No. 033 25160063
Fax No. 033 25160053

2.

Krishna Holdings Pte Limited


# 29-04A, Clifford Centre, 24, Raffles Place,
Singapore -048621

3.

Mukundan Holdings Limited


P.O. Box 957, Offshore Incorporations,
Centre Road Town, Tortala,
British Virgin Islands ( BVI)

4.

Shandong Binani RongAn Cement


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

5.

Binani Cement Factory LLC


Jebel Ali, Dubai, U.A.E
Murari Holdings Limited
Akara Building, 24m De Castro Street
Wickhams Cay 1, Road Town, Tortola,
British Virgin Islands.

6.

7.

8.

24

Binani Cement Factory LLc


Jebel Ali, Dubai, UAE

Bhumi Resources ( Singapore) Pte Limited


# 29-04A, Clifford Centre, 24, Raffles Place,
Singapore -048621
Swiss Merchandise Infrastructure Limited
&.
Merit Plaza Limited
37/2, Chinar Park, New Town,
Rajarhat Main Road, P.O. Hatiara,
Kolkata 700 157

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

ANNEXURE - D
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members of Binani Cement Limited
We have examined the compliance of conditions of Corporate Goverance by Binani Cement Limited (the Company) for the year ended
March 31, 2011 as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges of India.
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 as stipulated in
the above mentioned listing agreement.
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 Lodha
Proprietor
C.P. No. 2593
Place : Mumbai
Date : 22nd April, 2011

ANNEXURE - E

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


This is to certify that:
1.

In pursuance of the provisions of Clause 49(1)(D) of the Listing Agreement with Stock Exchanges, a Code of Conduct for the Board
members and the Senior Management Personnel of the Company has been 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 has also been 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 period
ended 31st March, 2011.

For Binani Cement Limited


P. Acharya
Sr. Executive Director & Wholetime Director
Place : Mumbai
Dated : 22nd April 2011.

25

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

AUDITORS REPORT
To
The Members of Binani Cement Limited
1.

We have audited the attached Balance Sheet of BINANI CEMENT LIMITED (the Company) as at March 31, 2011 and the Profit and
Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our
audit.

2.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order,
2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the
Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the
said Order.

4.

Further to our comments in the paragraph 3 above, we report that:


i.

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;

ii.

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.

iii.

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

iv.

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

v.

On the basis of the written representations received from the directors, as on March 31, 2011 and taken on record by the Board
of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms
of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the
information required by the Companies Act, 1956, 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, 2011;

b)

in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c)

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

For Haribhakti & Co.


Chartered Accountants
FRN 103523W
RAKESH RATHI
Partner
Membership No.45228
Place : Mumbai
Date : 22nd April, 2011

26

For Kanu Doshi Associates


Chartered Accountants
FRN 104746W
JAYESH PARMAR
Partner
Membership No.45375
Place : Mumbai
Date : 22nd April, 2011

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

ANNEXURE TO AUDITORS REPORT


[Referred to in paragraph 3 of the Auditors Report of even date to the members of BINANI CEMENT LIMITED on the financial statements
for the year ended 31st March, 2011]
(i)

(ii)

(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.

(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.

(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)

(a)

In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the
best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or
arrangements that needs to be entered into the register have been so entered.

(b)

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the
contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding
the value of Rs. 5 lakhs in respect of such party during the year have been made at a price which are reasonable having regard
to prevailing market price at the relevant time.

(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.
Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441A of the
Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the
same.

(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.

27

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(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
Customs Act, 1962

Nature of dues
Duty on DEPB licenses and
interest there on

Forum where dispute is


pending

6.77

2000-01

Commissioner of Custom,
Kandla

1.78

2001-02

Honble Rajasthan High


Court, Jaipur

Central Excise Act, 1944 Cenvat credit on welding


electrodes

21.89

2000 to 2006

CESTAT, Delhi

Central Excise Act, 1944 Cenvat credit on welding


electrodes

4.92

2006 to 2008

Commissioner (Appeals),
Jaipur II

Central Excise Act, 1944 Cenvat credit on welding


electrodes

2.91

2008 to 2010

Commissioner (Appeals),
Jaipur II

Central Excise Act, 1944 ED demand against dispatch


of cement to earthquake area

Customs Act, 1962

28

Amount
Period to which the
(Rs. in Lakhs)
amount relates

Differential custom duty

30.61 2002-03 & 2003-04 Honble High Court, Gujarat

Central Excise Act, 1944 Cenvat credit on service tax

0.94 2006-07 & 2007-08 CESTAT, Delhi

Central Excise Act, 1944 Excise duty on sale

1.00 2006-07 & 2007-08 CESTAT, Delhi

Central Excise Act, 1944 Cenvat credit on capital goods

34.70

2006-07

Central Excise Act, 1944 Cenvat credit on service tax

43.58

2008 to 2010

CESTAT, Delhi
Commissioner (Appeals),
Jaipur II

Central Excise Act, 1944 Cenvat credit on service tax

2.60 2005-06 & 2006-07 Commissioner (Appeals),


Jaipur II

Central Excise Act, 1944 Penalty imposed on service


tax

7.20

2007-08

CESTAT, Delhi

Rajasthan Sales Tax Act, Sales tax on freight and credit


1994
notes

70.21

1997-98

Honble High Court,


Jodhpur

Rajasthan Sales Tax Act, Sales tax matters


1994

10.20

1996-97

Honble High Court,


Jodhpur

Rajasthan Sales Tax Act, Sales tax matters


1994

0.50

2005-06

Honble High Court,


Jodhpur

UP Trade tax / Entry tax

UP tax on entry of goods

UP Trade tax / Entry tax

UP tax on entry of goods

UP Trade tax / Entry tax

Late deposit of UP VAT

64.77 2004-05 & 2006-08 Honble Allahabad High


Court
109.38

2009-10

Honble Allahabad High


Court

8.64

2009-10

Additional Commissioner
(Appeals), Ghaziabad

Rajasthan Tax on Entry Entry tax


of Goods into Local Area
Act, 1999

811.00

2006 to 2011

Honble Rajasthan High


Court

Rajasthan Finance Act,


2006

925.30

2008 to 2011

Honble High Court,


Jodhpur

M R Cess

Rajasthan Sales Tax Act, Sales tax exemption


1994

13,327.19

1998-99

Rajasthan Value Added


Tax Act, 2006

Sales tax exemption

18,734.27

2007 to 2011

Income Tax Act, 1961

Interest under section 234B


and 234C

301.11

2004-08

Honble Supreme Court


Honble High Court,
Jodhpur
Commissioner of Income
Tax (Appeals) / High Court

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(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 the 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 (Auditors 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 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, 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)

The Company has created securities or charge in respect of debentures issued and 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 Haribhakti & Co.


Chartered Accountants
FRN 103523W
RAKESH RATHI
Partner
Membership No.45228
Place : Mumbai
Date : 22nd April, 2011

For Kanu Doshi Associates


Chartered Accountants
FRN 104746W
JAYESH PARMAR
Partner
Membership No.45375
Place : Mumbai
Date : 22nd April, 2011

29

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

BALANCE SHEET AS AT 31ST MARCH, 2011


(Rs. Lakhs)
PARTICULARS

SCHEDULE

As at 31st March, 2011

As at 31st March, 2010

SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital
Reserves and Surplus

1
2

20,310.38
47,205.37

18,860.38
39,041.98

67,515.75

57,902.36
LOAN FUNDS
Secured Loans
Unsecured Loans

3
4

92,295.59
6,013.54

102,543.59
21,013.54

DEFERRED TAX LIABILITY (NET)


(Refer Note 19 of Schedule 15)
TRADE DEPOSITS
TOTAL

123,557.13
18,999.00

98,309.13
18,677.00

3,143.67
203,602.16

2,871.09
187,372.97

APPLICATION OF FUNDS
FIXED ASSETS
Gross Block
Accumulated Depreciation and Amortisation
Net Block
Capital Work-in-Progress (Incl. capital advances)

INVESTMENTS
CURRENT ASSETS, LOANS AND ADVANCES
Inventories
Cash and Bank Balances
Other Current Assets
Loans and Advances

6
7

CURRENT LIABILITIES AND PROVISIONS


Current Liabilities
Provisions

NET CURRENT ASSETS (7-8)


TOTAL
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO
ACCOUNTS

180,050.99
(55,282.38)

189,703.46
(64,124.79)

124,768.61
10,000.86
134,769.47
37,457.20

125,578.67
12,220.65
137,799.32
54,611.62
16,184.26
23,046.71
266.64
26,945.59
66,443.20

16,998.15
30,943.59
71.93
24,121.47
72,135.14

(49,585.08)
(5,666.90)
(55,251.98)

(43,832.71)
(13,156.13)
(56,988.84)
15,146.30
187,372.97

11,191.22
203,602.16
15

The schedules referred to above form an integral part of the Balance Sheet.
As per our attached report of even date
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

30

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

SCHEDULE

For the
Year ended
31st March, 2011

For the
Year ended
31st March, 2010

197,893.60
25,840.35
172,053.25
2,281.44

206,710.86
21,605.78
185,105.08
2,110.51

174,334.69

187,215.59

23,896.72
62,806.79
4,126.81
54,983.59
10,343.56
9,950.27
166,107.74
8,226.95
8,226.95

25,010.43
54,560.17
3,435.24
45,031.73
7,850.58
9,166.20
145,054.35
42,161.24
(1,361.21)
40,800.03

322.00
0.59
1,144.99
9,050.53
37,772.38
(1,450.00)
(11,600.00)
1,300.00
(910.00)
(4,715.03)
(764.90)
27.45
28,710.43

11,298.52
1,747.73
3,135.00
77.38
28,191.62
19,597.40
1,200.00
(2,900.00)
(7,108.54)
(1,208.10)

4.63

13.71

INCOME
Gross Sales
Less : Excise Duty
Net Sales
Other Income
(Refer Note 10 of Schedule 15)
TOTAL

EXPENDITURE
Raw Materials, Packing Materials and Goods Consumption
Other Manufacturing Expenses
Payment to and Provision for Employees
Administration and Selling Expenses
Interest and Finance Charges
Depreciation / Amortisation
TOTAL
Profit Before Taxation and Prior period items
Prior period items
Profit before Tax
Provision for Tax
Less - Current Tax
Add - MAT Credit Entitlement
Less - Deferred Tax
Add - Excess FBT Provision of earlier years written back
Add - Excess Tax Provision of earlier year written back
Profit after Tax
Balance brought forward from Previous Year
Transfer to Capital Redemption Reserve
Premium paid on Buy Back of Shares
Transfer from Debenture Redemption Reserve
Transfer to General Reserve
Proposed Dividend
Dividend Distribution Tax on proposed dividend
Reversal of Dividend Distribution Tax on Proposed Dividend of earlier year
Surplus Carried to Balance Sheet
Earning Per Share (Equity Shares, par value Rs. 10/- each)
(Refer Note 23 of Schedule 15)
Basic and Diluted (in Rupees)
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

10
11
12
13
14

37,772.38

15

The schedules referred to above form an integral part of Profit & Loss Account.
As per our attached report of even date
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

31

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

As at 31st March, 2011

As at 31st March, 2010

SCHEDULE - 1
SHARE CAPITAL
AUTHORISED
423,899,600 (Previous Year 423,899,600) Equity Shares of Rs 10/each
ISSUED, SUBSCRIBED AND PAID-UP
188,601,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/each fully paid-up
Add : Amount paid-up on forfeited Shares
TOTAL

42,389.96

42,389.96

42,389.96

42,389.96

18,860.13

20,310.13

0.25
18,860.38

0.25
20,310.38

NOTE :
Out of the above Equity Shares :
1) 179,184,178 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company - Binani
Industries Limited and its nominees.
2) 152,322,787 (Previous Year 152,322,787) Equity Shares of Rs 10/- each have been issued for consideration other than cash,
pursuant to Schemes of Arrangement.
3) 50,778,487 (Previous Year 50,778,487) Equity Shares of Rs 10/- each have been issued on conversion of Cumulative Redeemable
Preference Shares as per agreed terms.
4) 14,500,000 (Previous Year Nil) Equity Shares of Rs 10/- each have been bought back under tender offer route and later
extinguished. (Refer Note no. 27 of Schedule 15).

SCHEDULE - 2
RESERVES AND SURPLUS
CAPITAL REDEMPTION RESERVE
As per last account
Add : Transfer from Profit and Loss Account

1,450.00

1,450.00
DEBENTURE REDEMPTION RESERVE
As per last account
Less : Transfer to Profit and Loss Account

3,700.00
(1,200.00)

2,500.00
(1,300.00)

2,500.00

1,200.00
GENERAL RESERVE
As per last account
Add : Transferred from Profit and Loss Account

4,033.00
2,900.00

6,933.00
910.00

6,933.00

7,843.00
FOREIGN CURRENCY TRANSLATION RESERVE
As per last account
Less : Exchange Difference during the year on net Investment in
non integral foreign operations
PROFIT AND LOSS ACCOUNT
TOTAL

32

(161.45)

(161.45)
28,710.43
39,041.98

37,772.37
47,205.37

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

As at 31st March, 2011

As at 31st March, 2010

SCHEDULE - 3
SECURED LOANS
(Refer Note 9 of Schedule 15)
A.

DEBENTURES
(Falling due for payment within one year Rs. 1,500 Lakhs)
(Previous Year Rs. 2,500 Lakhs)

B.

TERM LOANS
Financial Institutions
(Falling due for payment within one year Rs. 622.64 Lakhs)
(Previous Year Rs. 625 Lakhs)
Banks
(Falling due for payment within one year Rs. 28,587.87 Lakhs)
(Previous Year Rs. 13,434.98 Lakhs)

C.

WORKING CAPITAL DEMAND LOAN / CASH CREDIT


TOTAL

2,375.00

4,875.00

2,166.38

2,812.49

98,002.21

84,600.52

102,543.59

7.58
92,295.59

17,200.00

2,200.00

3,813.54

3,813.54

21,013.54

6,013.54

SCHEDULE - 4
UNSECURED LOANS
Long Term
Banks
(Falling due for payment within one year Rs. 2,200 Lakhs)
(Previous Year Rs. Nil)
Deferment of Value Added Tax
(Refer Note 5 of Schedule 15)
TOTAL

33

34
-

Additions during
the year

Sales/Transfers/
Adjustments during
the year

Total as at 31st
March, 2011

1,101.80

Total as at 31st
March, 2010

49.15

48.57

7.76

0.58

7.18

56.33

56.33

Leasehold
Land

1,469.46

9,390.41

60,160.15

1,102.39

9,220.80

52,041.74

4,631.87 115,352.01

5,429.37 115,154.55

2,480.21

373.34

2,106.87

7,909.58 175,314.70

1,170.84

6,738.74 167,393.75

Building* Plant and


(Including Machinery
Roads)

2,708.91

2,592.37

372.80

140.41

232.39

2,965.17

23.87

2,941.30

Railway
Sidings

441.90

386.39

397.73

55.51

342.22

784.12

784.12

223.09

297.83

392.34

0.94

62.34

330.94

690.17

1.09

137.23

554.03

** Includes expenses of Rs. 26.57 Lakhs incurred for development of new Mine area from which ores are not yet extracted.

49.02

81.26

99.62

4.65

14.61

89.66

180.88

5.31

47.51

138.68

Mine
Furniture,
Transport
Exploration Office Equip- Equipments
& Develop- ments & Other
ments **
Equipments.

* Buildings includes assets built on land not owned by the Company Rs. 398.02 Lakhs (Previous Year Rs. 398.02 Lakhs)

1,357.96

Total as at 31st
March, 2011

NET DEPRECIATED
BLOCK

1,357.96

256.16

1,101.80

Freehold
Land

As at 1st April'2010

DEPRECIATION/
AMORTISATION

Total as at 31st
March, 2011

Sales/Transfers/
Adjustments during
the year

Additions during
the year

As at 1st April'2010

GROSS BLOCK

FIXED ASSETS

SCHEDULE - 5

Total

Total
Previous
Year

1,475.86

11,128.33

1,456.20

22,639.11

64,124.79

1,107.98

9,950.39

55,282.38

55,282.38

1,002.66

9,166.19

47,118.85

210.86 124,768.61

230.37 125,578.67 124,768.61

214.18

82.80

131.38

444.55 189,703.46 180,050.99

102.31

342.24 180,050.99 158,868.08

Intangible
Assets
(Computer
Software)

SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011

10,000.86

12,220.65

Capital Workin-Progress
including
Advance
towards Capital
Works

(Rs. Lakhs)

Binani Cement Limited


an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

As at 31st March, 2010

As at 31st March, 2011

SCHEDULE - 6
INVESTMENTS
Non trade - unquoted (at cost)
LONG TERM INVESTMENTS
APPLICATION MONEY FOR INVESTMENT IN CAPITAL OF
SUBSIDIARIES - PENDING ALLOTMENT
Murari Holdings Ltd.

1,627.41

1,926.46

675.12

5,088.90

Bhumi Resources (Singapore) Pte. Ltd.

1,355.79

Swiss Merchandise Infrastructure Ltd.

1,346.00

Mukundan Holdings Ltd.

Merit Plaza Ltd.


Krishna Holdings PTE. Ltd., Singapore

5.00

6,986.60

5,009.32

14,001.96

INVESTMENT IN SUBSIDIARY COMPANIES


11,100,000 Shares (Previous Year 100,000 shares) of Mukundan
Holdings Ltd. of US Dollar 1 each fully paid-up

5,128.68

39.76

48,749,925 Fully paid up Equity Shares (Previous Year 7,437,925


Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore
Dollar 1 each

15,798.84

2,020.43

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

41,400,000 fully paid up (Previous Year 32,500,000 fully paid-up)


Shares of Murari Holdings Ltd. of US $ 1 each

20,606.63

16,453.27

5,441.74

2,325.37

50,000 Fully paid up Equity Shares (Previous Year Nil) of Merit


Plaza Ltd. of Rs. 10 each

5.00

50,000 Fully paid up Equity Shares (Previous Year Nil) of Swiss


Merchandise Infrastructure Ltd. of Rs. 10 each

5.00

54,611.62

37,457.20

12,000,000 fully paid up Shares (Previous Year 5,000,000) of


Bhumi Resources (Singapore) Pte. Ltd. of USD 1 each

TOTAL

Number of Units / Shares purchased and sold during the year :


Face Value
(In Rs.)

Purchased

Sold

Units in Mutual Funds


Birla Sun Life Cash Plus - Institutional Premium Plan - Daily Div

10

142,785,238

142,785,238

Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div

10

46,027,063

46,027,063

Birla Sun Life Ultra Short Term Fund - Institutional - DDR

10

75,624,879

75,624,879

Birla Sun Life Saving Fund - Inst. - Dly Dividend

10

4,001,811

4,001,811

35

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
Number of Units / Shares purchased and sold during the year :
Face Value
(In Rs.)

Sold

SBI Liquid Fund-Super Institutional-Daily Dividend Reinvest

10

11,464,166

11,464,166

SBI Ultra Short Term Fund-Institutional-Daily Dividend

10

11,566,321

11,566,321

J P Morgan Liquid Super Inst. Daily Div.

10

232,663,832

232,663,832

J P Morgan Treasury Super Inst. Daily Div.

10

92,214,792

92,214,792

HDFC Liquid Fund - Premium Plan - DDR

10

6,525,977

6,525,977

HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div

10

7,991,430

7,991,430

Religare Overnight Fund-Option-DDR

10

7,507,854

7,507,854

Religare Ultra Short Term Fund-Inst-DDR

10

7,503,375

7,503,375

Kotak Floater - Short Term - Daily Dividend

10

80,169,198

80,169,198

Kotak Liquid - Inst Premium Plan - Daily Dividend

10

104,301,749

104,301,749

Kotak Floater Long Term- Daily Dividend

10

25,854,978

25,854,978

Kotak Flexi Debt Fund - IP - Daily Dividend

10

96,952,812

96,952,812

LIC MF Liquid Fund - Daily Dividend

10

213,281,292

213,281,292

LIC MF Floating Rate Fund - ST - Daily Dividend

10

175,534,733

175,534,733

LIC MF Savings Plus Fund - Dly Dividend

10

132,347,029

132,347,029

LIC MF Income Plus Fund - Daily Dividend

10

88,644,484

88,644,484

IDFC Cash Fund -SI-Plan C-Daily Dividend Reinvest

10

9,998,805

9,998,805

IDFC Fixed Maturity Plan Monthly Series

10

5,027,650

5,027,650

IDFC Money Manager Fund-TP-SI-Plan C-Daily Dividend Reinvest

10

10,004,825

10,004,825

Peerless Liquid Super Inst. Liquid Daily Dividend

10

84,057,312

84,057,312

Reliance Liquid Fund-Treasury Plan-Institutional Option -Daily Dividend

10

45,818,167

45,818,167

1,000

400,319

400,319

Canara Robeco Liquid Super Inst. Daily Div.

10

8,956,849

8,956,849

Canara Robeco Treasury Advantage Super Inst. Daily Div.

10

4,839,566

4,839,566

SBNNP Money Fund Super Inst. Daily Dividend Reinvestment

10

14,859,959

14,859,959

SBNNP Ultra Short Term Fund Super Inst. Daily Dividend Reinvestment

10

4,993,301

4,993,301

SBNPP Flexible Fund - ST Inst - DDR

10

9,972,733

9,972,733

J M Financial High Liquidity Super Inst. DD

10

37,445,531

37,445,531

J M Financial High Liquidity Super Inst. DD 76

10

2,499,710

2,499,710

Reliance Money Manager Fund Institutional Option -Daily Dividend

J M Financial High Liquidity Super Inst. DD 92

36

Purchased

10

10,995,180

10,995,180

UTI Liquid Cash Plan Institutional-Daily Income Option Re-Investment

1,000

882,983

882,983

UTI Floating Rate Fund - STP - IP - Daily Dividend

1,000

758,619

758,619

UTI Moneymarket - IP - Daily Dividend

1,000

64,841

64,841

IDBI Liquid Fund-DDR

10

15,003,205

15,003,205

IDBI Ultra Short Term Fund-DDR

10

11,517,471

11,517,471

Baroda Pioneer Liquid - Institutional Daily dividend

10

201,891,924

201,891,924

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
Number of Units / Shares purchased and sold during the year :
Face Value
(In Rs.)

Purchased

Sold

Baroda Pioneer Treasury Advantage - Institutional Daily Dividend

10

74,705,661

74,705,661

Baroda Pioneer Treasury Advantage - Institutional Weekly Dividend

10

6,520,800

6,520,800

DSP Blackrock Floating Rate Fund Institutional Daily Dividend

1,000

50,023

50,023

DSP Blackrock Liquid Fund Institutional Daily Dividend

1,000

99,980

99,980

DSP Blackrock Money Manager Fund - Institutional Plan - DDR

1,000

50,036

50,036

Swiss Merchandise Infrastructure Ltd. (Rs.)

10

50,000

Merit Plaza Ltd. (Rs.)

10

50,000

7,000,000

Investments in Subsidiaries Co.

Bhumi Resources (Singapore) Pte Ltd (US Dollar)


Mukundan Holdings Ltd. (US Dollar)

11,000,000

Krishna Holdings Pte Ltd. (SGD)

41,312,000

Murari Holdings Ltd.(US Dollar)

8,900,000

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

As at 31st March, 2011

As at 31st March, 2010

SCHEDULE - 7
CURRENT ASSETS, LOANS AND ADVANCES
CURRENT ASSETS :
INVENTORIES
(as taken, valued & certified by the Management and includes
Goods in Transit)
Raw Material and Packing Material
Stores, Spare Parts and Fuel
Loose Tools
Work - In - Process
Finished Goods

715.21

1,223.50

11,994.02

10,935.32

27.14

21.24

97.70

19.66

3,350.19

4,798.43
16,998.15

16,184.26
Cash and Bank Balances
Cash In Hand

5.38

7.61

Remittances in transit and cheques in hand

2.58

Balance with Scheduled Banks :


Current Accounts

13,720.00

16,541.23

Deposit Accounts

9,318.75

14,394.75

(Rs. 575.75 Lakhs (Previous Year Rs. 1.83 Lakhs) in margin


accounts)

23,046.71

30,943.59

37

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
SCHEDULE - 7 (Contd.)
(Rs. Lakhs)
PARTICULARS

As at 31st March, 2010

As at 31st March, 2011

Other Current Assets


Interest Receivable
Insurance Claims Receivable
Assets held for disposal

86.78

47.32

166.50

24.61

13.36

71.93

266.64
Loans and Advances (Unsecured, considered good, unless
otherwise stated)
Due from Subsidiary Companies

13,269.00

8,934.00

Due from Holding Company

5,500.00

9,032.42

Advances recoverable in cash or in kind or for value to be received

2,195.63

2,537.22

Advance Income Tax (Refer Note 29 of Schedule 15)

2,360.12

MAT Credit Entitlement (Refer Note 29 of Schedule 15)

1,709.37

1,709.37

Fringe Benefit Tax (net of provision of Rs. 59.27 Lakhs)

10.79

10.20

1,000.68

993.30

Other Deposits
Balance with Excise, Customs and VAT Authorities
TOTAL

900.00

26,945.59

904.96

24,121.47

66,443.20

72,135.14

210.62

15,417.33

16,540.79

SCHEDULE - 8
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Acceptances
Sundry Creditors
For Trade
(Refer Note no. 18 of Schedule 15)
- For Expenses
Other Liabilities
Advances from Customers
Unclaimed Dividend
Interest accrued but not due

8,282.07

6,519.63

22,557.31

17,179.62

3,305.20

3,361.95

16.56

11.70

6.61

8.40

49,585.08

43,832.71

PROVISIONS
For Current Income Tax (Refer Note 29 of Schedule 15)
For Proposed Dividend
For Dividend Distribution Tax
For Leave Encashment
TOTAL

38

4,748.58

4,715.03

7,108.54

764.90

1,208.10

186.97

90.91

5,666.90

13,156.13

55,251.98

56,988.84

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

For the year ended 31st


March, 2010

For the year ended 31st


March, 2011

SCHEDULE - 9
MT

Value

MT

Value

Cement *

5,437,916

197,893.60

5,294,705

200,435.90

Clinker **

212,956

6,274.96

SALES

TOTAL
*

206,710.86

197,893.60

Sales include self consumption of 5,342.96 MT amounting to Rs. 121.29 Lakhs (Previous Year 6,391.71 MT amounting to Rs.
126.55 Lakhs).

** Includes samples 0.08 MT (Previous Year 0.01 MT).

(Rs. Lakhs)

SCHEDULE - 10
RAW MATERIALS, PACKING MATERIALS AND GOODS
CONSUMPTION
Raw Materials Consumed (Including Direct Mining cost)

10,753.11

9,877.27

Royalty and Cess on Limestone

4,712.11

4,198.42

Packing Materials Consumed

7,384.77

6,531.24

(Increase)/Decrease in Work-in-Process
Opening Stock

19.66

Closing Stock

97.70

24.48
19.66
4.82

(78.04)
(Increase)/Decrease in Finished Stocks
Opening Stock

4,798.43

9,681.02

Closing Stock

3,350.19

4,798.43
4,882.59

1,448.24
Excise Duty - on Cement / Clinker stock and samples etc.
TOTAL

(323.47)

(483.91)

23,896.72

25,010.43

Break-up of Opening and Closing Stock of Finished Goods


Opening Stock

Closing Stock

MT

Value

MT

Value

Cement

66,216.36

1,461.48

75,563.32

1,869.09

(87,369.80)

(2,134.79)

(66,216.36)

(1,461.48)

Clinker

189,730.58

3,336.95

68,618.50

1,481.10

(399,470.87)

(7,546.23)

(189,730.58)

(3,336.95)

Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 10,787.50 MT (Previous Year 6,547.40 MT)
Closing Stock of Clinker is net of Shortages, Damages & Handling Loss - Nil (Previous Year 993.07 MT)
(Figures in brackets pertain to Previous Year)

39

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS

For the year ended 31st


March, 2011

For the year ended 31st


March, 2010

SCHEDULE - 11
OTHER MANUFACTURING EXPENSES
Power and Fuel
Freight and Loading Expenses on Clinker Transfer
Consumption of Stores and Spares (Including Oil and Lubricants)
Repairs and Maintenance
- Buildings
- Plant and Machinery
- Others
Other Operating Expenses
TOTAL

51,295.85
3,497.34
4,901.79

42,985.28
4,088.23
4,738.49

170.61
1,052.42
49.41
1,839.37
62,806.79

150.41
892.28
39.61
1,665.87
54,560.17

3,586.19
316.40
224.22
4,126.81

2,876.47
381.35
177.42
3,435.24

382.45
468.25
594.63
123.10
4,233.06
2.43
41,022.54
2,632.47
2,735.70
311.79
2,477.17
54,983.59

298.89
242.53
732.52
2,864.25
2.33
34,331.44
1,725.00
2,274.41
619.28
1,941.08
45,031.73

428.53
9,207.47
332.03

740.05
6,201.99
386.03

375.53
10,343.56

522.51
7,850.58

SCHEDULE - 12
PAYMENTS TO AND PROVISION FOR EMPLOYEES
Salaries and Wages
Contribution to Provident and other Funds
Workmen and Staff Welfare Expenses
TOTAL

SCHEDULE - 13
ADMINISTRATION & SELLING EXPENSES
(Refer Note 16 of Schedule 15)
Rent
Insurance
Rates and Taxes
Exchange Fluctuation (net)
Advertisement and Sales Promotion
Directors Fee
Outward Freight & Forwarding Expenses
Management Services Fee
Commission to Selling Agents
Loss on Sale/Discard of Fixed Assets (net)
Miscellaneous Expenses
TOTAL

SCHEDULE - 14
INTEREST AND FINANCE CHARGES
(Refer Note 16 of Schedule 15)
Interest
- Debentures
- Term Loans
- Others
Finance Charges
TOTAL

40

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS
ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
SCHEDULE - 15
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
1

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
stablisation expenses, interest, finance costs and incidental expenses upto the date of capitalization less specific grants received, if
any.
INTANGIBLE ASSETS
Intangible Assets are stated at cost of acquisition less accumulated amortisation.
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 charged accordingly.

41

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

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 amortized over the period of Lease.
Assets having individual value below Rs. 5,000 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 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 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 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 cost on specific consignment basis plus custom duty.
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.
Work in process is valued at weighted average cost.
Finished Goods are valued at lower of weighted average cost and Net Realisable Value. Cost for this purpose includes direct cost,
attributable overheads and 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 exchange differences 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

ii)

Defined Benefit Plan

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

42

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

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 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.
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 recognized as expenses in the Profit and Loss Account.
EARNING PER SHARE:
Basic earning per share is 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.
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.
NOTES TO ACCOUNTS :
2
3

The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of
advances) Rs. 19,389.02 Lakhs (Previous Year 5,979.96 Lakhs).
Contingent Liabilities not provided for :
(i)

The Company has imported fuel without payment of Customs Duty aggregating to Rs. 6.77 Lakhs (Previous Year Rs. 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 Rs. 31.50 Lakhs (Previous Year Rs. 104.30 Lakhs) (excluding applicable interest). 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 Rs. 30.61
Lakhs (Previous Year Rs. 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
Commissioners orders should be heard denovo on merits by the Commissioner (Appeals). Now Department has filed an
appeal before the Honble High Court of Gujarat against the order of CESTAT.

(iv)

Demands raised by Excise Department in various matters in relation to Cenvat Credit of Service Tax Rs. 54.61 Lakhs (Previous
Year Rs. 0.94 Lakhs). Appeals are pending with various Appellate Authorities. The cenvat credit amount / paid under protest of
Rs. 0.29 Lakhs has been reversed.
Commissioner, Central Excise, Jaipur 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 Rs. 1 Lakhs 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 .
Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital

43

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to Rs. 34.70 Lakhs (Previous Year Rs. Nil). The Company filed an
appeal before Commissioner (Appeals), Jaipur II and same was rejected. Now Company has filed an appeal with CESTAT, New
Delhi.
(v)

Demands raised by Sales Tax Department aggregating to Rs.70.21 Lakhs (Previous Year Rs.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 Honble
High Court, Jodhpur and has also obtained an interim relief. Besides, the Sales Tax Department has also issued demand
notices relating to various matters aggregating to Rs.10.70 Lakhs (Previous Year Rs.10.70 Lakhs), which are being contested
by the Company, including in appeal and is hopeful of success.

(vi)

Demands raised by Uttar Pradesh State Government on account of entry tax on Cement for the year 2003-04 & 2005-06
aggregating to Rs. 23.81 Lakhs ( Previous Year Rs. 23.81 Lakhs), based on market price which was disputed by the Company on
the ground that the Entry Tax is payable on stock transfer price. The Company has paid and accounted the same as advances
since a stay order has been obtained from Honble Allahabad High Court, pending disposal of the matter.
The demand for the year 2004-05, 2006-07 & Apr 07 to June 07 aggregating to Rs. 69.77 Lakhs (Previous Year Rs. 69.77 Lakhs)
has not been provided for. The Company has paid Rs. 5.00 Lakhs under protest against these demands and accounted the
same as advances since a stay order has been obtained. The case is pending before the Honble Allahabad High Court.

(vii)

Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of entry tax Rs. 268.01 Lakhs based upon the market
value of cement stock transfer. We have filed a writ before Honble Allahabad High Court. Case Heard and stay granted.
Against the demand we have deposited Rs. 158.63 Lakhs based upon stock transfer price and provided Bank Guarantee of
Rs. 109.38 Lakhs towards security against balance as directed by Honble High Court .

(viii)

Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of penalty on late deposit of VAT amounting to Rs. 21.60
Lakhs. An Appeal has been filed with Additional Commissioner (Appeals), Commercial Taxes department, Ghaziabad. We have
deposited Rs. 12.96 Lakhs under protest.

(ix)

Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of Rs. 1.32 Lakhs (Previous Year Rs. 0.46 Lakhs) on
account of incomplete documents carried by Truck of Cement. We have deposited Rs. 1.32 Lakhs under protest and filed an
appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(x)

Letter of Credit opened by banks on behalf of the Company Rs. 121.78 Lakhs (Previous Year Rs. 177 Lakhs)

(xi)

Guarantees given by Banks Rs. 483.14 Lakhs (Previous Year 287.95 Lakhs)

(xii)

Corporate Guarantees given to Bank for Loans to wholly owned subsidiaries of Rs. 26,294.05 Lakhs (US $ 58.25 Million) to
Mukundan Holdings Ltd. (Previous Year 34,868.70 Lakhs), Rs. 10,946.45 Lakhs (US $ 24.25 Million) to Murari Holdings Ltd.
(Previous Year Rs. 13,446.10 Lakhs) and Rs. 10,291.92 Lakhs (US $ 22.80 Million) to Krishna Holdings (Previous Year Rs. Nil).

(xiii)

Claims against the Company in respect of certain Income Tax matters Rs. 611.88 Lakhs (Previous Year Rs. 366.68 Lakhs out of
which Rs. 310.77 Lakhs paid (Previous Year Rs. 43.88 Lakhs paid).

(xiv)

44

The Company has placed a purchase order for procurement of Steam (Non Coking) coal on M/s Visa Comtrade A.G. and
the party 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 not providing original Bills of lading. The
Company has informed them 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 Rs.171.21 Lakhs up to 31.03.2011 to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the
account of supplier which is to be recovered from the party.
Claims against the Company not acknowledged as debts :
(i)
Quality Claims Rs. 1.80 Lakhs (Previous Year Rs. 1.73 Lakhs)
(ii)
Road Tax Penalty Rs. Nil (Previous Year Rs. 4.24 Lakhs)
The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee
(SLSC), 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 Rs. 20,266.98
Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Honble Rajasthan High Court, Jodhpur
contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Honble High Court has
dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Honble Supreme Court.
Pending the decision of the Supreme Court, no provision has been made for the differential Sales Tax Incentive of Rs.13,327.19 Lakhs
(excluding interest, if any) availed by the Company till 31st March, 2006.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

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, Rs. 3,813.54 Lakhs was deferred and shown
as Unsecured Loan.(Refer Schedule 4)
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 Honble 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 Rs. 3,967.07 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 Rs. 396.72 Crores, but the SLSC sanctioned
Rs. 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 Honble
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
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 Rs. 396.72 Crores to Rs. 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 March, 2011 is Rs. 15,170.69 Lakhs against which we have deposited
Rs. 399.21 Lakhs under protest as per the directions of the Honble High Court.The Matter is pending for decision before Honble
Rajasthan High Court / State Government.
6

Particulars in respect of goods manufactured:


Particulars

For the Year ended


31st March, 2011

For the Year ended


31st March, 2010

Cement (MT) Installed Capacity (Annual) $

6,250,000

6,250,000

Actual Production

5,458,050

5,280,099

4,479,215

4,406,478

$ Installed Capacity increased from 6 Mn. MT to 6.25 Mn. MT w.e.f. 31.12.2009


Clinker (MT) Actual Production

Licensed capacity is not indicated due to abolition of Industrial Licenses as per Notification No. 477(E) dated 25th July, 1991 issued
under The Industries (Development and Regulation) Act, 1951.
Installed capacity being a technical matter, the same has been assessed by the management and relied upon by the Auditors.
7

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. is shown in Schedule 10 in Profit & Loss Account.

The Company has not deposited a sum of Rs. 811.00 Lakhs (Previous Year Rs. 725.81 Lakhs) net of Rs. 258.88 Lakhs paid under
protest (Previous Year Nil) shown as current liability in Schedule 8, 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 Deptt., Pali for notice issued under Section 16(3)
of the said Act. The said petition was admitted by the Honble Court and a stay was granted. Subsequently, the case was heard
by Honble 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 Rs. 258.88 Lakhs being 50% of assessed tax was deposited by the Company under protest.

LOANS - SECURED
A

DEBENTURES
i)

11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20%SRNCD) - Outstanding Rs. 2,041.67 Lakhs
(Previous Year Rs. 3,208.33 Lakhs)
Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram,

45

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

Pindwara, Sirohi in Rajasthan both present and future (except the assets 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 Syndicate Bank and 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 (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 (c) Corporate Guarantee of Binani Industries Limited(BIL) and (d)
paripassu second charge on the immovable assets of 1st phase of the 2X22.3 MW captive thermal power plant comprising
of 1X22.30 MW thermal power plant, associated equipments and shared facilities.
The Debenture shall be redeemable at par in a period of 6 years in quarterly installments commencing from 31st March,
2007 and ending on 31st December, 2012.
ii)

9.16% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 333.33 Lakhs
(Previous Year 1666.67 Lakhs)
Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram,
Pindwara, Sirohi in Rajasthan both present and future (except the assets 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 Syndicate Bank and 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) (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 Debentures shall be redeemable at par in a period of 5 years in quarterly installments commencing from 30th
September, 2008 and ending on 30th June, 2011.

B.

TERM LOANS
I)

Financial Institutions
a)

Eksport Kredit Finansiering A/S - Foreign Currency Loans - Outstanding Rs. 2,166.38 Lakhs (Previous Year
Rs. 2,812.49 Lakhs)
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.

II)

Banks
a)

IDBI Bank Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans outstanding Rs. 21,216.47 Lakhs (Previous Year Rs. 24,287.48 Lakhs).
The above term loans include loans aggregating to Rs. 5,238.54 Lakhs (Previous Year Rs. 5,953.59 Lakhs), which were
transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274
dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September,
2005.
Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank) and of BIL both present and future (b) first charge

46

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL
(save and except book debts) including movable machinery, machinery spares, tools and accessories present and
future, subject to charges on specified movables created and/or to be created for securing the borrowings for
working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to
be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective
loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of BIL, (d)
Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating
to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power
Plant, associated equipments and shared facilities.
b)

IDBI Bank Ltd. (IDBI) - Zero Coupon Loan (ZCL)- Outstanding Rs. 680.60 Lakhs (Previous Year Rs. 1,020.90 Lakhsl)
Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank) and of BIL both present and future (b) first charge
by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL
(save and except book debts) including movable machinery, machinery spares, tools and accessories present and
future, subject to charges on specified movables created and/or to be created for securing the borrowings for
working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to
be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective
loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of
BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets
relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal
Power Plant, associated equipments and shared facilities.
Zero Coupon Loan (ZCL) is payable in four annual installments commencing from 31st March, 2010 and ending on
31st March, 2013. The Company has approached IDBI for waiver of the same since as per restructuring, the Company
became eligible for waiver as it has complied with all the terms & conditions of the restructuring package.The
Company has provided for ZCL and paid the first installment due as on 31.3.2010 under protest.

c)

IDBI Bank Ltd. (IDBI) - Rupee Term Loans - Outstanding Rs. 4,500 Lakhs (Previous Year Rs. 6,000 Lakhs)
Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank ) and of BIL both present and future (b) first charge
by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL
(save and except book debts) including movable machinery, machinery spares, tools and accessories present and
future, subject to charges on specified movables created and/or to be created for securing the borrowings for
working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to
be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective
loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of
BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets
relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal
Power Plant, associated equipments and shared facilities.

47

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

d)

IDBI - Term Loan - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank) and of BIL both present and future (b) first charge
by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL
(save and except book debts) including movable machinery, machinery spares, tools and accessories present and
future, subject to charges on specified movables created and/or to be created for securing the borrowings for
working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to
be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective
loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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,c) Post dated cheques for
repayment of Principal

e)

Syndicate Bank - Term Loan - Outstanding Rs. 15,000 Lakhs (Previous Year Rs. 15,000 Lakhs) Secured / to be
secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal

f)

Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,105.13 Lakhs (Previous Year Rs. 2,772.13 Lakhs)
Secured by (a) first Mortgage and exclusive charge created on immovable properties of first phase of 2X22.30 MW
captive thermal power plant comprising of 1X22.30 MW thermal power plant, all associated equipments & shared
facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant both present
and future, (b) Secured by pari passu first mortgage and charge on underlying land and building for the first phase of
2X22.30 MW captive power plant comprising of 1x22.30 MW thermal power plant, associated equipments and shared
facilities situated at Binanigram, Pindwara, Sirohi in Rajasthan both present and future,(c) pari passu charge on
Trust and Retention Account and (d) Corporate Guarantee of BIL.

g)

Syndicate Bank - Rupee Term Loan - Outstanding Rs. Nil (Previous Year Rs. 1,857 Lakhs)
Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram,
Pindwara, Sirohi, in Rajasthan (except the assets 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 Syndicate Bank), both present and future, ranking pari-passu with mortgage
and charges created and / or to be created in favour of Institutions / Banks / Debenture Trustee(s) as detailed in
respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the Company, (b)
pari passu charge on Trust & Retention Account and (c) pari passu second charge on immovable assets relating to
the first phase of the 2x22.3 MW captive thermal power plant comprising of 1x22.3 MW captive thermal power plant,
associated equipments and shared facilities.

h)

Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs)
Secured / to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal

i)

Yes Bank Ltd - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)
Secured/to be secured by a) Corporate Guarantee of Binani Industries Limited till the time Yes Bank is included in
to working capital consortium b) subservient charge on movable assets of the Company c) Post dated cheques for
Principal repayment.

j)

UCO Bank - Term Loan - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. 6,000 Lakhs)
Secured/to be secured by a) Subservient Hypothecation charge on the plant and machinery of the Company b) Post
dated cheques for repayment of Principal & Interest

48

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

k)

Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)
Secured/to be secured by a) Subservient Hypothecation charge on the movable assets of the Company b) Post dated
cheques for repayment of Principal & Interest

l)

Syndicate Bank - Term Loan - Outstanding Rs. 4,000 Lakhs (Previous Year Rs. 2,663 Lakhs)
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.

m) State Bank of India - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. 10,000 Lakhs)
Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company b) Post dated cheques for
repayment of Principal & Interest
n)

Punjab National Bank - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)
Secured / to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal

o)

Bank of Baroda - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by a) Subservient charge on fixed assets of the Company both Movable & Immovable

p)

Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company

q)

IDBI Bank Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 Lakhs yet to be availed) - Outstanding Rs.Nil (Previous Year
Rs. Nil)
Secured / to be secured by first charge by way of hypothecation of all the movables (save & except book debts)
including movable machinery, machinery spares, tools & accessories, present & future pertaining to the new cement
plant along with 25 MW captive power plant & housing colony to be set up/ situated at village Lodhana, Taluka
Sutrapada, Distt. Junagad and a grinding unit at village Jhangar, Dist Bharuch both in the State of Gujarat and also
pertaining to mining over land area of 400 hectares acquired / to be acquired for new cement plant in Gujarat subject
to prior charges created and / or to be created in favour of the bankers on stocks of raw materials, semi finished &
finished goods, consumable stores, book debts & such movables as may be agreed to by the lenders for securing the
borrowings for working capital requirements in the ordinary course of business.

r)

Vijaya Bank - Term Loan (Rs. 4,000 Lakhs yet to be received) - Outstanding Rs.Nil (Previous Year Rs.Nil)
Secured / to be secured by a first charge by way of hypothecation of all the movables (save & except book debts)
including movable machinery, machinery spares, tools & accessories, present & future pertaining to the new cement
plant along with 25 MW captive power plant & housing colony situated at village Lodhana, Taluka Sutrapada, Distt.
Junagad and a grinding unit at village Jhangar, Dist Bharuch both in the state of Gujarat and also pertaining to mining
over land area of 400 hectares acquired / to be acquired for new cement plant in Gujarat subject to prior charges
created and / or to be created in favour of the bankers on stocks of raw materials, semi finished & finished goods,
consumable stores, book debts & such movables as may be agreed to by the lenders for securing the borrowings for
working capital requirements in the ordinary course of business.

WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS


Banks - Outstanding Rs. Nil (Previous Year Rs. 7.58 Lakhs)
Secured against (a) 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, second charge on immovable
properties of the Company and Corporate Guarantee of BIL and (b) pari passu charge on Trust and Retention Account.

49

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

10

Other Income

(Rs. Lakhs)

Particulars
i)
ii)
iii)
iv)
v)
vi)
vii)

Scrap Sales
Interest on Fixed Deposits (Includes tax deducted at source Rs. 41.44 Lakhs)
(Previous Year Rs. 23.46 Lakhs)
Dividends Received (Other Investments)
Insurance Claim
Income from inadvertent flow of surplus power to Rajasthan Power
Procurement Centre
Exchange Fluctuation (Net)
Miscellaneous Income
TOTAL

11

(a)

For the Year ended


31st March, 2011
473.08
471.93

For the Year ended


31st March, 2010
198.92
192.08

355.04

195.15

755.23
19.46

333.15
18.86

206.71
2,281.44

1,055.65
116.69
2,110.50

Raw Material Consumption :


Particulars
Indigenous
Limestone *
Silica Sand (with iron ore / red ocher)
Gypsum
Fly Ash

(Rs. Lakhs)
For the year ended 31st March, 2010

For the year ended 31st March, 2011


QUANTITY (MT)

VALUE

QUANTITY (MT)

VALUE

6,828,791
6,522
345,074
512,649

6,968.77
35.01
4,212.07
4,249.37

6,689,724
5,961
333,290
544,540

6,197.15
33.79
3,631.89
4,212.86

15,465.22

14,075.69

For the year ended 31st March, 2011


VALUE
%
1,164.99
25.15
3,466.89
74.85
4,631.88
100.00

(Rs. Lakhs)
For the year ended 31st March, 2010
VALUE
%
1,281.63
28.64
3,193.43
71.36
4,475.06
100.00

TOTAL
* Direct Cost of mining and crushing including Royalty and Cess.
(b) Spares and Components Consumed:
Particulars
Imported
Indigenous
TOTAL
12

Managerial Remuneration
Particulars
Salary
Contribution to Provident and other funds *
Perquisites **
Commission to Directors (other than Whole-time Directors)
TOTAL
*
**

50

For the year ended


31st March, 2011
49.50
5.94
10.39
23.00
88.83

(Rs Lakhs)
For the year ended
31st March, 2010
45.38
5.45
9.82
18.00
78.65

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.
Does not include monetary value of non cash perquisites as per Income-tax Act,1961.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(Rs Lakhs)
For the year ended
31st March, 2011

For the year ended


31st March, 2010

8,226.95

42,161.24

Add : Directors Remuneration

65.83

60.64

Commission to Non Executive Directors

23.00

18.00

Loss on sale of Fixed Assets

311.79

619.28

Donation

100.05

75.00

8,727.61

42,934.15

Maximum Remuneration as per Section 349 / 350 @ 5%

436.38

2,146.71

Commission to Non Executive Directors u/s 309(4) @1%

87.28

429.34

Commission actually paid to Non Executive Directors

23.00

18.00

Particulars
Calculation of Net Profit as per Section 349/350 of the Companies Act, 1956 for
determining the commission to be paid to Non Executive Directors.
Profit before Tax

Net Profit under Section 349 / 350

13

Value of imports calculated on C.I.F. basis


(Rs Lakhs)
For the year ended
31st March, 2011

For the year ended


31st March, 2010

Capital Goods

1,121.21

1,403.97

Components and Spare parts of Machinery

1,199.89

1,724.05

Particulars

14

Expenditure in Foreign Currency (on Payment basis)


Interest

56.80

288.71

7.06

72.02

Others

35.90

28.23

TOTAL

99.77

388.96

Consultancy

15

(Rs Lakhs)

Remuneration to Auditors

(Rs Lakhs)

Statutory Auditors
Statutory Audit Fees

15.00

15.00

Tax Audit Fees

2.50

2.50

For other matters

9.43

5.93

Reimbursement of expenses

0.92

0.57

27.85

24.00

TOTAL

51

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

16

Selling and Administration Expenses includes Rs. 2,632.47 Lakhs (Previous Year Rs. 1,725 Lakhs) paid to Binani Industries Ltd.
(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.
Interest and Finance charges are net of Rs. 38.60 Lakhs (Previous Year Rs. 527.52 Lakhs), being interest charged by the Company to
Binani Industries Limited based on balances in the current account.

17

The Company is having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and other places. Incidental expenses pertaining to
these projects incurred, included under capital work in progress, are as under:
(Rs Lakhs)
For the year ended
31st March, 2011

For the year ended


31st March, 2010

2,546.57

2,750.27

61.23

447.10

28.84

1.55

1.22

Management / Consultancy Fee

307.47

88.57

Salaries and Wages

Particulars
Balance Brought forward
Power and Fuel
Other Operating Expenses
Repairs and Maintenance - Others

114.56

132.79

Contribution to Provident and other Funds

8.27

5.52

Workmen and Staff Welfare Expenses

0.37

0.06

Rent

3.00

3.10

0.04

38.36

7.12

113.67

44.32

0.12

33.65

(294.84)

3.14

2,900.33

3,545.74

572.98

2,900.33

2,972.76

79.86

426.19

2,820.47

2,546.57

Rates and Taxes


Insurance
Other Sundry Expenses
Depreciation
Interest - Term Loans
Finance Charges

Less:
Sales / Power
Balance in Capital Work in Progress
Less : Capitalised
Balance carried forward
18

In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these enterprises are
required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information
about registration of the enterprises under the above Act, the required information could not be furnished.

19

Deferred tax asset in respect of timing difference and unabsorbed depreciation and business loss has been recognised to the extent
of deferred tax liability, representing depreciation, available for set off.

52

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:
(Rs. Lakhs)
As at 31st March,
2011

As at 31st March,
2010

Depreciation

20,932.97

20,692.65

TOTAL

20,932.97

20,692.65

Disallowance under Income Tax Act, 1961

(1,934.32)

(2,016.55)

TOTAL

(1,934.32)

(2,016.55)

Deferred Tax Liability

18,998.65

18,676.10

Provided upto last year

Particulars
a)

b)

Deferred Tax Liability

Deferred Tax Asset

18,677.00

15,542.00

Provision for additional Deferred Tax Liability

321.65

3,134.10

Rounded off

322.00

3,135.00

20

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.

21

a)

Particulars of unhedged foreign currency exposure as at Balance Sheet date


(Rs. in Lakhs)
Particulars

b)

Currency

As at 31st March,
2011

As at 31st March,
2010
5,602.31

Outstanding Creditors for Coal

USD

3,895

Outstanding Creditors for Spares

DKK

1.30

0.24

Outstanding Creditors for Spares

USD

21.53

Number of
Contracts

Buy Amount

Purpose

7,200,000

Creditors / FCL
Payment

The details of forward contracts outstanding at the year end are as follows :Currency
USD

53

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

22

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) :

Particulars

Sale of Cement
- Binani Readyimix Concrete Ltd.
Execution of works contract by
- BIL Infratech Ltd
Service Charges for vehicle / Rent etc.
- Binani Metals Ltd.
Donation
- G D Binani Charitable Trust
- G D Binani Charitable Foundation
Investments / Advance for Investments
- Krishna Holdings Pte. Ltd.
Balance as on 31st March, 2011
- Mukundan Holdings Ltd.
Balance as on 31st March, 2011
- Murari Holdings Ltd.
Balance as on 31st March, 2011
- Bhumi Resources (Singapore) Pte. Ltd.
Balance as on 31st March, 2011
- Swiss Merchandise Infrastructure Ltd.
Balance as on 31st March, 2011
- Merit Plaza Ltd.
Balance as on 31st March, 2011
Due from Subsidiaries*
- Murari Holdings Ltd.

54

(Rs. Lakhs)
Total

Holding
Company

Subsidiary /
Associates

Fellow
Subsidiary

Enterprises
where Key
Management
Personnel has
got significant
influence

52.39
768.54
-

52.39
768.54
-

90.01
(73.55)

90.01
(73.55)

25.00
(25.00)
75.00
(50.00)

25.00
(25.00)
75.00
(50.00)

6,791.82
(6,986.60)
18,415.25
(11,623,44)
675.13
(5,088.90)
5,803.79
(5,128.66)
3,854.31
(1,926.46)
22,234.04
(18,379.73)
4,472.16
(2,325.37)
6,797.53
(2,325,37)
1,351.00
1,351.00
10.00
10.00
2,247.73
(4,605.05)

6,791.82
(6,986.60)
18,415.25
(11,623,44)
675.13
(5,088.90)
5,803.79
(5,128.66)
3,854.31
(1,926.46)
22,234.04
(18,379.73)
4,472.16
(2,325.37)
6,797.53
(2,325,37)
1,351.00
1,351.00
10.00
10.00
2,247.73
(4,605.05)

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Particulars

Balance as on 31st March, 2011


Maximum Balance Outstanding Rs. 6,714.73
Lakhs (Previous year Rs. 4,605.05 Lakhs)
- Mukundan Holdings Ltd.
Balance as on 31st March, 2011
Maximum Balance Outstanding Rs. 6,715.73
Lakhs (Previous year Rs. 4,596.85 Lakhs)
*There is no repayment Schedule in respect
of the above loans. The above loans are
interest free.
(Receipt) / Payment (net) arising out of
transactions in current account
- Shandong Binani RongAn Cement Co. Ltd.,
China (SBRCC)
Balance outstanding as on 31st March, 2011
Balance Outstanding as on 31st March, 2011
- Sundry Creditors
- BIL Infratech Ltd
Dividends Paid
- Binani Industries Ltd.
Interest received
- Binani Industries Ltd.
(Receipt) / Payment (Net) arising out of
transactions in current account
- Binani Industries Ltd.
Balance outstanding as on 31st March, 2011
There is no repayment schedule in respect of
the above loans
Maximum Balance Outstanding Rs. 9,032.42
Lakhs
Previous Year Rs. 9,032.42 Lakhs

(Rs. Lakhs)
Total

Holding
Company

Subsidiary /
Associates

Fellow
Subsidiary

6,634.50
(4,467.00)

Enterprises
where Key
Management
Personnel has
got significant
influence
-

2,248.72
(4,596.85)
6,634.50
(4,467.00)

2,248.72
(4,596.85)
6,634.50
(4,467.00)

(5.12)
(8.70)
(4.66)
-

(5.12)
(8.70)
(4.66)
-

170.51

170.51

4,613.91
(2,768.34)

4,613.91
(2,768.34)

1.96
-

1.96
-

(3,532.42)
(474.77)
5,500.00
(9,032.42)

(3,532.42)
(474.77)
5,500.00
(9,032.42)

6,634.50
(4,467.00)

(Figures in bracket pertain to previous year)


Note:
1

The remuneration paid to key management personnel Mr. P. Acharya (Rs. 65.83 Lakhs) and payment towards Management Services
Fee to holding company and interest allocated to holding company have been separately disclosed vide note nos.12 and 16 respectively.

55

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

2
3
4

Guarantees given/to be given to Banks by holding company on behalf of the Company have been separately disclosed in note no. 9
Guarantee given by the company to Banks for loans given to subsidiary is disclosed in note no. 3 (xii).
Names of related parties and description of relationship:
a) Holding Company : Binani Industries Limited
b) Subsidiaries : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited, Swiss Merchandise
Infrastructure Ltd., Merit Plaza Ltd. and Bhumi Resources ( Singapore ) Pte Limited.
c) Fellow Subsidiary :Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial
Estate Limited (WIEL), Binani Readymix Concrete Ltd (RMC), BIL Infratech Ltd.
d) Step down Subsidiary : Shandong Binani Rongan Cement Co. Limited and Binani Cement Factory LLC, Dubai.
e) 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) Ltd., Binani Cement ( Uganda) Ltd., Binani Cement SARL ( Djibouti),
Binani Cement Factory Mauritius, Binani Cement Co Ltd. ( Sudan). Step-down Subsidiary of Bhumi Resources (Singapore) Pte
Ltd : PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited.
Step-down Subsidiary of Bhumi Resources (Singapore) Pte Ltd : PT Anggana Energy Resources. Step-down Subsidiary of BIL
Infratech Limited : Binani Infrastructure (Mauritius) Limited. Step-down Subsidiary of BZL : R.B.G. Minerals Industries Limited,
Binani Energy Private Limited (BEPL) and BZ Minerals (Australia) Pty Limited.
f)
Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya.
g) Transactions with Binani Metals Ltd., where Key Management Personnel have got significant influence : Mr. Braj Binani and Mr.
V. Subramanian.

23

Earning per share is calculated as follows:


(Rs Lakhs)
Particulars
Net Profit after tax
Equity Shares outstanding as at the period end (in Nos.)
Weighted average number of Equity Shares used as denominator for calculating Basic
and Diluted Earning Per Share
Nominal Value per Equity Share (in Rs.)
Earning Per Share (Basic and Diluted) (in Rs.)

24

For the year ended


31st March, 2011
9,050.53
188,601,274
195,458,393

For the year ended


31st March, 2010
28,191.62
203,101,274
205,627,455

10/4.63

10/13.71

EMPLOYEE BENEFITS :
a)

b)

Defined Contribution Plans:


During the year the company has recognised Rs. 250.79 Lakhs (Previous Year Rs 209.95 Lakhs) in the Profit and Loss Account
on account of defined contribution plans i.e. Employers Contribution to Provident Funds & ESIC.
Defined benefit plans as per actuarial valuation on 31st March, 2011.
(Rs.Lakhs)

Particulars
I

Expenses recognised in the Statement


of Profit & Loss

Gratuity Funded

Leave Encashment Non-Funded

For the year ended


31st March, 2011

For the year ended


31st March, 2010

For the year ended


31st March, 2011

For the year ended


31st March, 2010

Current Service Cost *

55.92

46.76

96.06

(15.45)

26.68

22.31

(41.35)

(27.97)

Interest Cost

Employee Contributions

Expected return on plan assets

Net Actuarial (Gains) / Losses**

14.28

117.43

Past Service Cost

Settlement Cost

Total Expenses

55.53

158.52

96.06

(15.45)

56

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(Rs Lakhs)
II

Net Asset/(Liability) recognised in the


Balance Sheet

For the year ended


31st March, 2011

For the year ended


31st March, 2010

For the year ended


31st March, 2011

For the year ended


31st March, 2010

Present value of Defined Benefit


Obligation

500.17

444.10

186.97

90.91

Fair value of plan assets

524.63

516.88

Funded Status [Surplus/(Deficit)]

24.46

72.78

Net Asset/(Liability)

24.46

72.78

(186.97)

(90.91)

Gratuity Funded
III

Change in obligation during the year

Present value of Defined Benefit


Obligation at beginning of the year

Leave Encashment Non-Funded

For the year ended


31st March, 2011

For the year ended


31st March, 2010

For the year ended


31st March, 2011

For the year ended


31st March, 2010

444.10

278.85

90.91

106.36

96.06

(15.45)

Current Service cost *

55.92

46.76

Interest Cost

26.68

22.31

Settlement Cost

Past Service Cost

186.97

90.91

Employee Contributions

Actuarial (Gains) / Losses**

11.66

117.42

Benefits Payments

(38.19)

(21.24)

Present value of Defined Benefit


Obligation at the end of the year

500.17

444.10

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

** The Actuarial valuation of Defined Benefit Obligation (DBO) as at the end of the current year has been considered as per report
of an independent certified Actuary whereas at the end of the previous year the same was considered as per Actuarial report
of L.I.C. of India with whom the Gratuity liability is funded. As both the Actuaries differ in their assumptions for arriving at the
present value of DBO, the Actuarial loss of Rs. 11.66 Lakhs for the current year is lower by Rs. 127.95 Lakhs which has been
adjusted in the Profit & Loss A/c.
Gratuity Funded
For the year ended
31st March, 2011

For the year ended


31st March, 2010

516.88

288.19

Assets acquired on amalgamation in previous year

IV

Change in Assets during the Year

Plan assets at the beginning of the year

2
3

Settlements

Expected return on plan assets

Contributions by Employer

221.96

Actual benefits paid

(38.19)

(21.24)

Actuarial (Gains) / Losses

Actual return on plan assets

Plan assets at the end of the year

4.59

41.35

27.97

524.63

516.88

57

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

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


Qualifying Insurance Policy

VI

Actuarial Assumptions :
Discount Rate
Rate of Return on Plan Assets
Salary Escalation
Attrition Rate
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 Rs. 186.97 Lakhs based upon following assumptions.
Discount Rate
Salary Escalation

25

For the year ended


For the year ended
31st March, 2010
31st March, 2011
YES
YES
Gratuity Funded
For the year ended
For the year ended
31st March, 2010
31st March, 2011
8%
8.25%
8%
8%
7%
7%
2%
2%

8.25%

8%

7%

4%

Operating Lease
a)

Operating lease payment recognised in Profit & Loss Account amounting to Rs. 518.01 Lakhs (Previous Year Rs. 411.34 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.

26

Misc. Expenses in Schedule 13 includes Rs. 25 Lakhs (Previous Year Rs. 25 Lakhs) donation, given to G D Binani Charitable Trust and
Rs. 75 Lakhs (Previous Year Rs. 50 Lakhs) to G. D. Binani Charitable Foundation.

27

During the year, the Company has bought back 1,45,00,000 equity shares of Rs.10 each, from the existing shareholders, on
proportionate basis and the said equity shares have been extinguished on 26th August, 2010. The equity share capital now stands
reduced to Rs.18,860 Lakhs effective from that date and the premium paid of Rs. 11,600 Lakhs has been reduced from the reserves
& surplus of the Company.

28

Also during the year, the Holding Company i.e. Binani Industries Limited has successfully completed the process of giving exit
opportunity to the public shareholders of the Company (i.e. BCL) under SEBI (Delisting of Equity Shares) Regulations, 2009. Final
Application for Delisting of Equity Shares has been filed by BCL with Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE). Approvals of the Exchanges are expected shortly.

29

a.

Advance Income tax is net of provision for income tax of Rs. 12,462.73 Lakhs.

b.

MAT Credit Entitlement is net of Income tax deducted: NIL (Previous Year Provision for Income Tax deducted Rs. 4,397.72) per
contra.

c.

Provision for income tax is net of Advance Tax: NIL and MAT credit entitlement: NIL (Previous Year net of Advance Tax Rs. 8,859.14
Lakhs and MAT credit entitlement Rs. 4,397.72 Lakhs deducted per contra).

30

58

Trade Receivables of Rs. 3,505.19 Lakhs have been netted off against advance received towards those sales and the excess of advance
over receivables amounting to Rs, 3,313.36 Lakhs has been shown under current liability. Such advances are settled after full amount
is received from the debtors.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

31

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.

32

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

The schedules referred to above form an integral part of the Balance Sheet.
As per our attached report of even date
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

59

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
(Rs Lakhs)
PARTICULARS
A.

For the year ended


31st March, 2011

For the year ended


31st March, 2010

8,226.93

42,161.24

9,950.27

9,166.20

10,343.56

7,850.58

CASH FLOW FROM OPERATING ACTIVITIES


Net Profit before tax
Adjustments for :
Depreciation/Amortisation
Interest and Finance Charges
(Profit)/ Loss on Sale/Discard of Fixed Assets
Dividend Received
Interest Income
Operating Profit before working capital changes

311.79

619.28

(355.04)

(195.15)

(471.93)

(196.11)

28,005.58

59,406.04

813.93

4,255.76

Adjustments for :
Inventories
Trade and Other Receivables
Trade and Other Payables

B.

24,916.76

48,666.25

Direct Taxes Paid / Refunds

(5,922.07)

(3,888.36)

Net Cash flow from Operating Activities

18,994.69

44,777.89

(13,647.68)

(12,599.59)

56.09

CASH FLOW FROM INVESTING ACTIVITIES

Sale of Fixed Assets


Interest and Dividend Income Received
Investments in Subsidiaries / Associates
Other Advances (Including advances to Binani Industries Limited, the Holding Company)
Net Cash flow from Investing Activities

733.85

297.58

(17,154.42)

(16,327.33)

3,532.42

(474.77)

(26,479.74)

(29,104.11)

41,815.88

53,395.21

(11,560.31)

(18,190.02)

(2,836.71)

(4,989.99)

(7.58)

(729.19)

CASH FLOW FROM FINANCING ACTIVITIES


Proceeds from Long Term Borrowings
Repayment of Long Term Borrowings
Dividend / Dividend Distribution Tax Paid
(Repayment of)/ Proceeds from Bank Borrowings (Net)
Proceeds from Trade Deposits

272.58

395.01

Interest and Finance Charges Paid

(10,045.69)

(9,332.67)

Buy Back of Shares

(13,050.00)

15,000.00

(5,000.00)

(29,000.00)

(411.83)

6,548.35

Proceeds from Short Terms Borrowings


Repayment of Short Terms Borrowings
Net Cash flow from Financing Activities

60

8,013.34
(23,008.89)

Cash Generated from Operations

Purchase of Fixed Assets (including capital work-in-progress)

C.

1,272.55
(5,175.30)

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
(Rs Lakhs)
For the year ended
31st March, 2011

For the year ended


31st March, 2010

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)

(7,896.88)

22,222.13

E.

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR

30,943.59

8,721.46

F.

CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR

23,046.71

30,943.59

PARTICULARS

D.

Note : 1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow State
ments as specified in the Companies (Accounting Standards) Rules 2006.
2. CLOSING CASH AND CASH EQUIVALENTS AS PER BOOKS
Particular

For the year ended


31st March, 2011

For the year ended


31st March, 2010

Cash in hand

5.38

7.61

Remittances in transit and cheques in hand

2.58

Current Accounts

13,720.00

16,541.23

Deposit Accounts

9,318.75

14,394.75

23,046.71

30,943.59

Total of Cash & Cash Equivalents

3. Cash and Cash Equivalents includes Rs. 16.56 Lakhs (Previous Year Rs.11.70 Lakhs ) in respect of Unclaimed Dividend and Rs. 575.75
Lakhs (Previous Year Rs. 1.83 Lakhs) as margin, the balance of which is not available to the Company.
4. Previous Year figures have been recast/regrouped wherever considered necessary.

As per our attached report of even date


For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

61

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

PART IV
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I

REGISTRATION DETAILS

Registration No.

Balance Sheet Date


II

III

State Code

CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)


Pubic Issue

Rights Issue

Bonus Issue

Private Placement

POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands)


Total Liabilities

Total Assets

Reserves & Surplus

Unsecured Loans

Deferred Tax Liability

Investments

5 %

SOURCES OF FUNDS
Paid up Capital
Secured Loans

Trade Deposits

APPLICATION OF FUNDS
Net Fixed Assets

(Including Capital Work in


progress)
Net Current Assets
IV

PERFORMANCE OF COMPANY (Amount in Rs. Thousands)


Turnover

Profit/Loss(-) Before Tax

Total Expenditure

Profit/Loss(-) After Tax

Dividend Rate %

Earnings Per Share in Rs.


V

GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No. (ITC Code)

62

Product Description

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

AUDITORS REPORT TO THE BOARD OF DIRECTORS OF BINANI CEMENT LIMITED ON THE CONSOLIDATED
FINANCIAL STATEMENTS
1.

2.

3.

4.

5.

We have audited the attached Consolidated Balance Sheet of Binani Cement Limited (the Company) and its Subsidiaries (collectively
referred to as the group) as at 31st March, 2011 and the Consolidated Profit and Loss Account and also the Consolidated Cash
Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys
Management and have been prepared by the management on the basis of separate financial statements and other financial
information regarding components. Our responsibility is to express an opinion on these consolidated financial statements based on
our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
(a) We have not audited the financial statements of the ten subsidiaries (including six step down subsidiaries) included in the
consolidated financial statements whose financial year ended on 31st December, 2010 . These financial statements reflect total
assets of ` 2,10,482 lacs as at 31st December, 2010, total revenues of ` 16,721 lacs and net cash inflows of ` 11,190 lacs for the
year then ended. Further, we have not audited the financial statements of two subsidiaries included in consolidated financial
statements whose financial year ended on 31st March, 2011 and whose financial statements reflect total assets of ` 1,360 lacs
as at 31st March, 2011, revenue Nil and net cash inflows of ` 160 lacs for the 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.
(b) As explained in para 3(a) above, in respect of the above ten subsidiaries (including six step down subsidiaries), financial
statements have been audited for the financial year ending 31st December, 2010. However, the management has compiled the
financial statements of these subsidiaries for the period 1st January, 2011 to 31st March, 2011. The financial statements of these
subsidiaries reflect total assets of ` 2,18,159 lacs as at 31st March, 2011, total revenues of ` 4,597 lacs and net cash outflows of
` 6,126 lacs for the three months period then ended.
(c) We have relied on the unaudited financial statements and financial information furnished by the management with respect to
five step down subsidiaries, whose financial statements reflect total assets of ` 650 lacs as at 31st March, 2011, total revenues
of ` 311 lacs and net cash inflows of ` 207 lacs for the period then ended.
We are unable to comment upon the resultant impact, if any, on the profit, assets and liabilities of the consolidated financial
statements of the Group as at 31st March, 2011, had the subsidiaries (including step down subsidiaries) mentioned in para
3(b) and 3(c) been audited. The subsidiaries (including step down subsidiaries) as mentioned in para 3 above do not constitute
significant components of the Group.
We report that the consolidated financial statements have been prepared by the Companys Management in accordance with the
requirements of Accounting Standards (AS) 21, Consolidated Financial Statements, notified pursuant to the Companies (Accounting
Standards) Rules, 2006 and on the basis of separate financiall statements of Binani Cement Limited and its subsidiaries.
Based on our audit and on consideration of reports of other auditors on separate financial statements of the components as explained
in para 3(a) and financial statements compiled and furnished by the management for remaining components as explained in para 3(b)
and 3(c) above 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 Group as at 31st March 2011;
(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.

For Haribhakti & Co.


Chartered Accountants
FRN 103523W
RAKESH RATHI
Partner
Membership No.45228
Place : Mumbai
Date : 22nd April, 2011

For Kanu Doshi Associates


Chartered Accountants
FRN 104746W
JAYESH PARMAR
Partner
Membership No.45375
Place : Mumbai
Date : 22nd April, 2011

63

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011


Rs. In Lakhs
Schedule
SOURCES OF FUNDS
SHAREHOLDERS FUNDS
Share Capital
Reserves and Surplus

As at 31st March, 2011

1
2

MINORITY INTEREST
LOAN FUNDS
Secured Loans
Unsecured Loans
DEFERRED TAX LIABILITY (NET)
(Refer Note no. 14 in Schedule 15)
TRADE DEPOSITS
TOTAL
APPLICATION OF FUNDS
FIXED ASSETS
Gross Block
Accumulated Depreciation and Amortization
Net Block
Capital Work-in-Progress (incl. capital advance)

As at 31st March, 2010

20,310.38
50,070.28

18,860.38
34,366.93

70,380.66
3,282.44

53,227.31
3,245.25
3
4

161,882.43
21,013.54

182,895.97
18,999.00

159,827.73
8,858.04

2,871.09
263,896.96

3,143.67
261,511.20
5
253,329.17
(63,044.38)

259,975.08
(73,506.63)

INVESTMENTS
CURRENT ASSETS, LOANS AND ADVANCES
Inventories
Sundry Debtors
Cash and Bank Balances
Other Current Asset
Loans and Advances

6
7

CURRENT LIABILITIES AND PROVISIONS


Current Liabilities
Provisions

190,284.79
27,445.76
217,730.55
12,436.44

186,468.45
59,488.15
245,956.60
20,761.28
2,579.20
34,810.15
266.64
16,831.82
75,249.09

21,329.77
10,475.58
37,275.45
73.93
25,509.01
94,663.73

(53,895.27)
(5,799.22)
(59,694.49)

(47,617.81)
(13,315.94)
(60,933.75)

NET CURRENT ASSETS (7-8)


TOTAL

33,729.97
263,896.96

15,554.60
261,511.20

SIGNIFICANT ACCOUTING POLICIES AND NOTES


TO ACCOUNTS

168,685.77
18,677.00

15

The schedules referred to above form an integral part of the Balance Sheet.
As per our report of even date attached
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W
Rakesh Rathi
Partner
Membership No. 45228
Place : Mumbai
Date : 22nd April, 2011

64

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
Rs. In Lakhs
Schedule
INCOME
Gross Sales
Less : Excise Duty
Net Sales
Other Income (Refer Note 9 of Schedule 15)
TOTAL
EXPENDITURE
Raw Materials, Packing Materials and Goods Consumption
Other Manufacturing Expenses
Payments to and Provision for Employees
Selling and Administration Expenses
Interest and Finance Charges
Depreciation / Amortization
TOTAL
Profit Before Taxation and Prior period items
Prior period items
Profit Before Tax
Provision for Tax
Less : Current Tax
Less : Previous year tax adjustment
Add : MAT Credit Entitlement
Less : Deferred Tax
Add : Excess FBT Provision of earlier years written Back
Add : Excess Provision of earlier year written back
Profit for the year after tax
Minority Interest
Profit after Tax and Minority Interest
Balance brought forward from previous year
Transfer to Capital Redemption Reserve
Premium paid on Buyback of share
Transfer from Debenture Redemption Reserve
Transfer to General Reserve
Proposed Dividend
Dividend Distribution Tax on proposed dividend
Reversal of Dividend Distribution Tax on Proposed
Dividend of earlier year
Adjustment of pre-acquisition Profit
Surplus Carried to Balance Sheet
Earnings Per Share (Equity Shares, par value Rs. 10/- each)
Basic & Diluted (Rs.) (Refer Note no.18 of Schedule 15)
SIGNIFICANT ACCOUTING POLICIES AND NOTES TO
ACCOUNTS

For the year ended


31st March, 2010

For the year ended


31st March, 2011

214,270.27
25,840.35
188,429.92
3,386.54
191,816.46

247,583.72
21,605.78
225,977.94
3,288.87
229,266.81

10
11
12
13
14

35,000.34
65,858.04
5,674.14
58,031.46
13,736.82
11,758.24
190,059.04
1,757.42
(658.49)
1,098.93

52,149.97
60,255.62
4,310.85
46,572.91
11,814.34
10,846.12
185,949.81
43,317.00
(1,361.21)
41,955.79

95.44
47.81
322.00
0.59
1,144.99
1,779.26
(20.49)
1,758.77
39,131.00
(1,450.00)
(11,600.00)
1,300.00
(910.00)
(4,715.03)
(764.90)
27.45

11,314.90
84.12
1,747.73
3,135.00
77.38
29,246.88
7.80
29,254.68
20,333.04
1,200.00
(2,900.00)
(7,108.54)
(1,208.10)
-

3.60
22,780.89

(440.08)
39,131.00

0.91

14.22

15

The schedules referred to above form an integral part of the Profit and Loss Account
As per our report of even date attached
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

65

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010

As at 31st March, 2011


SCHEDULE - 1
SHARE CAPITAL
AUTHORISED
423,899,600 (Previous Year 423,899,600) Equity Shares of Rs. 10/- each
ISSUED, SUBSCRIBED AND PAID UP
188,601,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/- each
fully paid up
Add: Amount paid up on Forfeited Shares
TOTAL

42,389.96

42,389.96

42,389.96

42,389.96

18,860.13

20,310.13

0.25
18,860.38

0.25
20,310.38

Note :
Out of the above Equity Shares :
1)

179,184,178 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company - Binani Industries
Limited and its nominees.

2)

152,322,787 (Previous Year 152,322,787) Equity Shares of Rs 10/- each have been issued for consideration other than cash, pursuant
to Schemes of Arrangement.

3)

50,778,487 (Previous Year 50,778,487) Equity Shares of Rs 10/- each have been issued on conversion of Cumulative Redeemable
Preference Shares as per agreed terms.

4)

14,500,000 ( Previous Year Nil ) Equity Shares of Rs 10/- each have been bought back under tender offer route and later extinguished.
(Refer Note 22 of Schedule 15)

SCHEDULE - 2
RESERVES AND SURPLUS
CAPITAL RESERVE
As per last account
Less : On account of Consolidation
CAPITAL REDEMPTION RESERVE
As per last account
Add :Transfer from Profit and Loss Account
STATUTORY RESERVE
As per last account
Less : On account of Consolidation
DEBENTURE REDEMPTION RESERVE
As per last account
Less :Transfer to Profit and Loss Account
GENERAL RESERVE
As per last account
Add:Transfer from Profit and Loss Account
FOREIGN CURRENCY TRANSLATION RESERVE
PROFIT & LOSS ACCOUNT
TOTAL

66

98.17
(98.17)

1,450.00

1,450.00

184.08
(184.08)

2,500.00
(1,300.00)

1,200.00

3,700.00
(1,200.00)

2,500.00

6,933.00

4,033.00

910.00

2,900.00

7,843.00

6,933.00

1,093.04
22,780.89
34,366.93

1,506.28
39,131.00
50,070.28

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010

As at 31st March, 2011


SCHEDULE - 3
SECURED LOANS
(Refer Note no. 8 in Schedule 16)
DEBENTURES
Financial Institutions

2,375.00

4,875.00

2,166.38

2,812.49

(Falling due for payment within one year Rs. 1500 Lakhs )
(Previous Year Rs.2500 Lakhs)
TERM LOANS
Financial Institutions
(Falling due for payment within one year Rs. 622.24 Lakhs)
(Previous Year Rs. 625.25 Lakhs)
Banks

138,528.16

156,027.10

(Falling due for payment within one year Rs 48,626.66 Lakhs)


(Previous Year Rs. 19,296.68 Lakhs)
Interest accrued and due (Refer Note 8 (E) (b) of Schedule 15)

19.79

156,046.89

32.03

138,560.19

WORKING CAPITAL DEMAND LOAN / CASH CREDIT


Banks

1,294.16

13,580.05

161,882.43

159,827.73

17,200.00

2,200.00

3,813.54

3,813.54

2,844.50

21,013.54

8,858.04

(Falling due for payment within one year Rs. 1,294.16 Lakhs) (Previous
Year Rs. 13,572.47 Lakhs)
TOTAL

SCHEDULE - 4
UNSECURED LOANS
Long Term
Banks
(Falling due for payment within one year Rs. 2,200 Lakhs) (Previous Year
Rs. Nil)
Deferment of Value Added Tax
(Refer Note 5 of Schedule 15)
From Others
(Falling due for payment within one year Rs. Nil) (Previous Year Rs.
2,844.50 Lakhs)
TOTAL

67

68
-

Sales/Transfers/
Adjustments during
the year/period

Foreign currency
translation reserve

Additions during the


year/period

Sales/Transfers/
Adjustments during
the year/period

Foreign currency
translation reserve

Total as at 31st March


2011

(444.43)

1,469.46

9,615.95

188,084.48

Plant And
Machinery

23.87

2,941.30

Railway
Sidings

67,136.14

(157.01)

1,102.39

10,449.54

57,946.00

372.80

140.41

232.39

8,286.85

130,138.48

2,708.91

8,812.16 128,650.40 2,592.37

3,838.78

(23.20)

650.34

3,211.64

12,650.94 195,786.54 2,965.17

(74.47)

1,226.92

11,498.49

*Buildings
(Including
Roads)

TANGIBLE ASSETS

3,487.98

3,219.76

1,172.80

4.22

271.28

897.30

4,392.56

7.28

4,385.28

266.05

337.55

525.48

(4.10)

0.94

85.37

445.15

863.03

(5.70)

1.09

158.62

711.20

Mine
Furniture
Explora& Office
tions
Equip& Develop- ments,
ments**
Other
Equipments

102.90

115.20

142.47

(0.99)

12.28

38.77

116.97

257.67

(2.73)

11.13

51.66

219.87

Transport
Equipments

43,436.82

40,638.64

40,638.64

(3,423.67)

625.49

43,436.82

Goodwill
on Consolidation
Total

Total
Previous
Year

(3,942.61)

1,481.68

12,070.19

(974.17)

1,504.72

48,240.19

73,506.63

(180.41)

1,115.61

11,758.24

63,044.38

63,044.38

(265.54)

1,048.12

10,846.12

53,511.92

705.85 190,284.79 154,055.94 27,445.76

686.65 186,468.45 190,284.79 59,488.15

310.37

0.67

121.95

187.75

997.02 259,975.08 253,329.17

1.11

102.31

Capital
Work In
Progress
including
advance
towards
Capital
Works

Rs. in Lakhs

893.60 253,329.17 207,567.86

Other
Intangible
Assets***

INTANGIBLE ASSETS

BCL: Includes expenses of Rs. 26.57 Lakhs incurred for development of new Mines area from which ores are not yet extracted.

Intangible Assets include Geographical Investigation expenses, Design fee & Exploration, Land Use Rights and Computer Software

**

***

BCF: Labour camp constructed on a land leased from Government of Dubai under lease agreement of 10 years expiring on July 2012 and renewable thereafter.

BCF : Buildings consist of factory constructed on a land leased from Government of Dubai under lease agreement of 30 years expiring on December 2027 and renewable thereafter.

BCL: Buildings include assets built on land not owned by the company Rs. 398.02 Lakhs (Previous Year Rs. 398.02
Lakhs)

49.15

1,101.80

57.78

1,357.96

As at 31st March 2010

7.76

0.58

7.18

65.54

9.21

56.33

Leasehold
Land

As at 31st March 2011

NET BLOCK

As at 1st April 2010

DEPRECIATION AND
AMORTISATION

1,357.96

256.16

Total as at 31st March


2011

1,101.80

Additions during the


year/period

Freehold
Land

As at 1st April 2010

GROSS BLOCK

Particulars

SCHEDULE 5

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011

Binani Cement Limited


an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010

As at 31st March, 2011


SCHEDULE - 6
INVESTMENTS
LONG TERM INVESTMENTS
UNQUOTED
A)

INVESTMENT IN SUBSIDIARY COMPANIES


i)

250 Shares of BC Trading (Mauritius) Limited of MUR 100 each by


BCF LLC Dubai

0.38

ii)

5,000,000 fully paid shares of Bhumi Resources (Singapore) Pte Ltd.


of Dollar 1 each.

2,325.37

Mukundan Holdings Ltd.

5,088.90

Krishna Holdings Pte Ltd.

4,559.79

Murari Holdings Ltd.

461.99

TOTAL

12,436.44

B)

APPLICATION MONEY FOR INVESTMENT IN CAPITAL OF SUBSIDIARIES PENDING ALLOTMENT:

Number of Units / Shares purchased and sold during the year :


Face Value

Purchased

Sold

(In Rs.)
Units in Mutual Funds
Birla Sun Life Cash Plus - Institutional Premium Plan - Daily Div

10

142,785,238

142,785,238

Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div

10

46,027,063

46,027,063

Birla Sun Life Ultra Short Term Fund - Institutional - DDR

10

75,624,879

75,624,879

Birla Sun Life Saving Fund - Inst. - Dly Dividend

10

4,001,811

4,001,811

SBI Liquid Fund-Super Institutional-Daily Dividend Reinvest

10

11,464,166

11,464,166

SBI Ultra Short term fund-Institutional-Daily Dividend

10

11,566,321

11,566,321

J P Morgan Liquid Super Inst. Daily Div.

10

232,663,832

232,663,832

J P Morgan Treasuary Super Inst. Daily Div.

10

92,214,792

92,214,792

HDFC Liquid Fund - Premium Plan - DDR

10

6,525,977

6,525,977

HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div

10

7,991,430

7,991,430

Religare Overnight Fund-Option-DDR

10

7,507,854

7,507,854

Religare ultra Short Term Fund-Inst-DDR

10

7,503,375

7,503,375

Kotak Floater - Short Term - Daily Dividend

10

80,169,198

80,169,198

Kotak Liquid - Inst Premium Plan - Daily Dividend

10

104,301,749

104,301,749

Kotak Floater Long Term- Daily Dividend

10

25,854,978

25,854,978

Kotak Flexi Debt Fund - IP - Daily Dividend

10

96,952,812

96,952,812

LIC MF Liquid Fund - Daily Dividend

10

213,281,292

213,281,292

LIC MF Floating Rate Fund - ST - Daily Dividend

10

175,534,733

175,534,733

69

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Face Value

Purchased

Sold

(In Rs.)
LIC MF Savings Plus Fund - Dly Dividend

10

132,347,029

132,347,029

LIC MF Income Plus Fund - Daily Dividend

10

88,644,484

88,644,484

IDFC Cash fund -SI-Plan C-Daily Dividend Reinvest

10

9,998,805

9,998,805

IDFC Fixed Maturity Plan Monthly Series

10

5,027,650

5,027,650

IDFC Money Manager Fund-TP-SI-Plan C-Daily Dividend Reinvest

10

10,004,825

10,004,825

Peerless Liquid Super Inst. Liquid Daily Dividend

10

84,057,312

84,057,312

Reliance Liquid Fund-Treasury Plan-Institutional option -Daily Dividend


Reliance Money Manager Fund Institutional option -Daily Dividend
Canara Robeco Liquid Super Inst. Daily Div.

10

45,818,167

45,818,167

1,000

400,319

400,319

10

8,956,849

8,956,849

Canara Robeco Treasuary Advantage Super Inst. Daily Div.

10

4,839,566

4,839,566

SBNNP Money Fund Super Inst. Daily Dividend Reinvestment

10

14,859,959

14,859,959

SBNNP Ultra Short term Fund Super Inst. Daily Dividend Reinvestment

10

4,993,301

4,993,301

SBNPP Flexible Fund - ST Inst - DDR

10

9,972,733

9,972,733

J M Financial High Liquidity Super Inst. DD

10

37,445,531

37,445,531

J M Financial High Liquidity Super Inst. DD 76

10

2,499,710

2,499,710

J M Financial High Liquidity Super Inst. DD 92

10

10,995,180

10,995,180

UTI Liquid Cash Plan Institutional-Daily Income option Re-Investment

1,000

882,983

882,983

UTI Floating Rate Fund - STP - IP - Daily Dividend

1,000

758,619

758,619

UTI Moneymarket - IP - Daily Dividend

1,000

64,841

64,841

IDBI Liquid Fund-DDR

10

15,003,205

15,003,205

IDBI Ultra Short term Fund-DDR

10

11,517,471

11,517,471

Baroda Pioneer Liquid - Institutional Daily Dividend

10

201,891,924

201,891,924

Baroda Pioneer Treasury Advantage - Institutional Daily Dividend

10

74,705,661

74,705,661

Baroda Pioneer Treasury Advantage - Institutional Weekly Dividend

10

6,520,800

6,520,800

DSP Blackrock Floating Rate Fund Institutional Daily Dividend

1,000

50,023

50,023

DSP Blackrock Liquid Fund Institutional Daily Dividend

1,000

99,980

99,980

DSP Blackrock Money Manager Fund - Institutional Plan - DDR

1,000

50,036

50,036

Swiss Merchandise Infrastructure Ltd. (Rs.)

10

50,000

Merit Plaza Ltd. (Rs.)

10

50,000

Bhumi Resources (Singapore) Pte Ltd (US Dollar)

7,000,000

Mukundan Holdings Ltd. (US Dollar)

11,000,000

Krishna Holdings Pte Ltd. (SGD)

41,312,000

Murari Holdings Ltd.(US Dollar)

8,900,000

Investments in Subsidiaries Co.

70

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at
31st March,
2011

As at
31st March,
2010

SCHEDULE - 7
CURRENT ASSETS, LOANS AND ADVANCES
Current Assets :
Inventories (as taken, valued & certified by the management and includes Goods in Transit)
Raw Materials and Packing Materials
Stores, Spare Parts and Fuel
Work-in-Process
Finished Goods
Sundry Debtors (unsecured, considered good unless otherwise stated)
Debts outstanding for a period exceeding six months
Other Debts
Cash & Bank Balances
Cash in hand
Remittances in transit and cheques in hand
Balance with Scheduled Banks:
Current Accounts
Deposit Accounts
Balance with Other Banks
Current Accounts
Deposit Accounts
Other Current Asset
Interest Receivable
Insurance Claims Receivable
Assets held for Disposal
Loans & Advances (unsecured, considered good unless otherwise stated)
Due from Subsidiary Companies
Due from Holding Company
Advances recoverable in cash or kind or for value to be received
Advance Income Tax (Refer Note 21 of Schedule 15)
MAT Credit Entitlement (Refer Note 21 of Schedule 15)
Fringe Benefit Tax (net of provision of Rs. 59.27 Lakhs))
Other Deposits
Balance with Customs and Excise Authorities
TOTAL

2,019.97
12,775.20
97.70
5,868.41
20,761.28

4,284.65
11,462.97
19.66
5,562.49
21,329.77

1,353.35
1,225.85
2,579.20

0.75
10,474.83
10,475.58

24.23
2.58

15.82
-

14,996.63
12,890.33

17,341.52
17,708.66

4,234.84
2,661.54
34,810.15

1,602.18
607.27
37,275.45

86.78
166.50
13.36
266.64

49.32
24.61
73.93

456.66
5,500.00
2,680.99
2,360.12
1,709.37
10.79
1,141.62
2,972.27
16,831.82

8,937.20
9,032.42
3,719.70
1,709.37
10.20
1,026.04
1,074.07
25,509.01

75,249.09

94,663.74

71

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at
31st March,
2011

As at
31st March,
2010

210.62

17,790.94

18,647.47

9,149.51

7,013.95

22,630.32

17,451.51

4,092.17

3,545.48

16.56

11.70

SCHEDULE - 8
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Acceptance
Sundry Creditors
- For Trade
- For Expenses
Other Liabilities
Advances from customers
Dividend Payable
Interest accrued but not due on loans

215.77

737.09

53,895.27

47,617.81

PROVISIONS
For Current Income Tax (Refer Note 21 of Schedule 15)

0.24

4,749.80

4,715.03

7,108.54

For Dividend Distribution Tax

764.90

1,208.10

For Gratuity

105.30

116.58

For Leave Encashment

213.75

132.92

5,799.22

13,315.94

59,694.49

60,933.75

For Proposed Dividend

TOTAL

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
Rs. In Lakhs
For the year ended
31st March, 2010

For the year ended


31st March, 2011
SCHEDULE - 9
(MT)

Value

(MT)

Value

Cement*

5,728,720

205,946.50

6,179,614

232,129.54

Clinker**

511,724

7,645.34

565,834

10,405.82

26,468

678.43

124,618

5,048.36

SALES AND RELATED INCOME

GGBFS
TOTAL
*

247,583.72

Sales include self consumption of 5,342.96 MT amounting to Rs. 121.29 Lakhs (Previous Year 6,391.71 MT amounting to Rs. 126.55
Lakhs).

** Includes samples 0.08 MT (Previous Year 0.01 MT).

72

214,270.27

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
Rs. In Lakhs
For the year ended
31st March, 2010

For the year ended


31st March, 2011
SCHEDULE - 10
RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION
Raw Materials /Packing Material and Goods Consumption
(including direct mining cost)
Royalty and Cess on Limestone

30,944.60

42,446.26

4,763.17

4,198.42

(Increase)/Decrease in Work-in-Process.
Opening Stock
Closing Stock

24.48

19.66
(97.70)

(78.04)

19.66

4.82

(Increase)/Decrease in Finished Goods


Opening Stock
Closing Stock
Excise Duty on opening / closing Stock of Finished Goods

11,546.87

5,562.49
(5,868.41)

(305.92)

(5,562.49)

5,984.38

(323.47)

(483.91)

35,000.34

52,149.97

53,493.07

46,806.51

Freight and Loading Expenses on inter unit clinker transfer

3,497.34

4,088.23

Consumption of Stores and Spares (incl oil & lubricants)

5,290.28

5,581.96

170.61

150.41

1,445.45

1,222.04

53.50

39.61

1,907.79

2,366.86

65,858.04

60,255.62

TOTAL

SCHEDULE - 11
OTHER MANUFACTURING EXPENSES
Power & Fuel

Repairs & Maintenance


- Buildings
- Plant and Machinery
- Others
Other Operating Expenses
TOTAL

73

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
Rs. In Lakhs
For the year ended
31st March, 2010

For the year ended


31st March, 2011
SCHEDULE - 12
PAYMENTS TO AND PROVISION FOR EMPLOYEES
4,828.81

3,708.51

Contribution to Provident and other Funds

Salaries and Wages

351.43

422.51

Staff Welfare Expenses

493.90

179.83

5,674.14

4,310.85

Rent

604.90

358.30

Insurance

491.87

242.53

Rates and Taxes

596.11

732.52

Exchange Fluctuation (net)

166.28

17.05

4,295.24

2,865.11

5.08

2.33

42,531.48

34,722.41

TOTAL
SCHEDULE - 13
ADMINISTRATION AND SELLING EXPENSES
(Refer Note no.12 of schedule 15)

Advertisement and Sales Promotion


Directors Fees
Outward Freight & Forwarding Expenses
Bad Debt

149.22

Management Service Fees

2,632.47

1,725.00

Commission to Selling Agents

2,837.66

2,457.92

311.79

619.28

3,409.36

2,830.46

58,031.46

46,572.91

Loss on sale / discard of Fixed Assets (net)


Miscellaneous Expenses
TOTAL
SCHEDULE - 14
INTEREST AND FINANCE CHARGES
Interest
- Debentures

428.53

740.05

- Term Loans

12,112.35

8,746.10

- Others

567.32

1,154.70

Finance Charges

628.62

1,173.49

13,736.82

11,814.34

TOTAL

74

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND PROFIT
AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
SCHEDULE 15
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS
1

SIGNIFICANT ACCOUNTING POLICIES


(i)

BASIS OF ACCOUNTING
The accompanying consolidated financial statements of the company and its subsidiary companies have been prepared under
the historical cost convention, except where impairment is made and on the accrual basis of accounting and comply with the
Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006.

(ii)

(iii)

BASIS FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS


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 intragroup balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - Consolidated Financial
Statements.

b)

During the previous year, the consolidation of the overseas subsidiaries financial statements for their year/period ending
31st December 2009 were consolidated with BCLs accounts for the year ending 31st March 2010. This resulted into
a time gap of 3 months between the financial periods of Holding Company and subsidiaries financial statements . To
bridge similar time gap, during the current year, the financial statements of overseas subsidiaries for their respective
period ending 31st March, 2011 have been considered for consolidation with the BCLs financial statements for the year
ending 31st March,2011.

c)

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 Companys separate financial
statements, as far as possible, except as provided under para 1(iv) (e), 1(iv) (f), 1(iv) (g), 1(vi) (b), 1 (viii) (g), 1(x) (d), 1(xii) (b),
1 (xiii) (c), 1 (xiv) (b), 1 (xv), 1 (xvi) (b), 1 (xxii)and 1(xxiii).

d)

In case of financial statements of non integral foreign operations, the assets and liabilities are translated at the closing
rate. Income and Expense items are translated at average exchange rates and all resulting exchange differences are
accumulated in foreign currency translation reserve on consolidation until the disposal of the investment.

e)

Minority Interests 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.

f)

Minority interests share of net assets of consolidated subsidiaries is identified and presented in the consolidated financial
Statement separate from liabilities and the equity of the companys shareholders.

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 amounts of assets and liabilities on the date of the financial
statements and the reported amounts 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 / materialise.

(iv)

REVENUE RECOGNITION
a)

Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincides with despatch
of products to customers and Export sales are accounted 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 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.

e)

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

75

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

(v)

(vi)

(vii)

f)

In case of Binani Cement Factory LLC (BCF LLC) & its subsidiaries viz, Binani Cement Company WLL , Binani Cement
Factory ( SFZ) Ltd, Binani Cement Factory ( Kenya) Ltd, Binani Cement (Uganda) Ltd, Binani Cement SARL (Djibouti),
Binani Cement Co Ltd. ( Sudan), Revenue from sale of goods is recognised when goods are delivered and title has passed.

g)

In case of Binani Cement Factory LLC (BCF LLC), Interest income is recognised on effective yeild basis.

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.

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 stabilisation expenses, interest, finance costs and incidental expenses
upto the date of capitalization.

b)

In case of SBRCC, Fixed Assets include assets related to the operation of the Company having useful life over one year
and other than the main production equipments with individual values of over RMB 2000 equivalent to Rs. 13785 as on
March 31, 2011 having useful life in excess of two years.

INTANGIBLE ASSETS
Intangible Assets are stated at cost of acquisition less accumulated amortisation.

(viii) DEPRECIATION AND AMORTISATION

(ix)

a)

Depreciation on Plant and Machinery is provided on Straight Line Method (SLM), 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 & Roads inside plant are treated as Factory Buildings and depreciation charged accordingly.

c)

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

d)

Leasehold Land is amortized over the period of Lease.

e)

Assets having individual value below Rs. 5000 is 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 over the period of five years.

g)

In case of SBRCC, PT Anggana Energy Resources and BCF LLC & its subsidiaries, 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.

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 recognised in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable
amount.

(x)

VALUATION OF INVENTORIES
a)

76

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 cost on specific consignment

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

basis plus custom duty. 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.

(xi)

b)

Work in process is valued at weighted average cost.

c)

Finished Goods are valued at lower of weighted average cost and Net Realisable Value. Cost for this purpose includes
direct cost, attributable overheads and excise duty.

d)

In case of Binani Cement Factory LLC (BCF), Dubai, Stocks are valued at the cost or net realisable value. Raw materials
comprising of clinker & 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).

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.

(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 exchange differences 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.

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 Peoples 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 recognised as expense in the Profit and Loss Account, as they are incurred.

b)

Defined Benefit Plan


Companys 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.

c)

Employees benefits
In case of Binani Cement Factory LLC (BCF), Dubai, the liability in respect of staff end-of-service gratuity on accrual basis
on assumption that all employees were to leave as of the balance sheet date.
In case of BCF LLCs Subsidiaries and PT Anggana Energy Resources , the provision for liability is provided in accordance
with laws of country in which the company is operating.

(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. Other borrowing costs are recognised as expenses in the period in which they are incurred.

77

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

(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 Companys 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)

BCL: 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.

b)

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

(xvii) 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.
(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 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 recognized as expenses in the Profit and Loss Account.
(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.

(xxi) EXPENDITURE DURING CONSTRUCTION PERIOD


BCL: 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.

78

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(xxii) DERIVATIVES
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 recognised
in profit or loss.
(xxiii) LONG TERM PREPAID:
In case of SBRCC, the expenses incurred during the Companys pre-operating period were recorded as long-term prepaid
expenses and were expensed in the first month of commercial operations.
2

PRINCIPLES OF CONSOLIDATION
i)

The Consolidated Financial Statements include the financial statements of Binani Cement Ltd. (BCL) and the following
subsidiaries and step down subsidiaries:
Sr. Name of Company
No
1
2
3
4
5
6
7

Krishna Holdings Pte Ltd.


( KHL)*
Murari Holdings Limited
-(MUHL)
Mukundan Holdings Ltd.
( MHL)
Swiss Merchandise
Infrastructure Ltd.
Merit Plaza Ltd.
Bhumi Resources
(Singapore) PTE Ltd
Shandong Binani Rongan
Cement Company Ltd.
(SBRCC)
Binani Cement Factory
LLC. (BCF)

Binani Cement Company


WLL

10

Binani Cement Factory


(SFZ) Ltd.
BC Tradelink Limited

11
12
13
14
15
16
17

Binani Cement Factory


(Kenya) Ltd.
Binani Cement ( Uganda)
Ltd
Binani Cement SARL
(Djibouti)
Binani Cement Factory
Mauritius
Binani Cement Co Ltd.
(Sudan)
PT Anggana Energy
Resources

Relation with Holding


Company

Country of
Incorporation
Singapore

% of
Share
Holding
100%*

Accounting Year /
Period considered for
consolidation
Jan.10 - Mar.11

Subsidiary of BCL
-do-

British Virgin Islands

100%

Jan.10 - Mar.11

-do-

British Virgin Islands

100%

Jan.10 - Mar.11

-do-

India

100%

2nd Nov 10 - 31st Mar 11

-do-do-

India
Singapore

100%
100%

Step-down Subsidiary of
BCL. (Subsidiary of KHL)

China

90%

18th Dec 10 - 31st Mar 11


26th Oct 2009 to 31st
March 2011
Jan.10 - Mar.11

Step-down Subsidiary of
BCL. (Subsidiary of MHL
& MUHL)
Step-down Subsidiary of
BCL. (Subsidiary of Binani
Cement Factory LLC,)
Dubai
-do-

United Arab Emirates

100%

Jan.10 - Mar.11

Kuwait

100%

28th July 2010 to 31st


March 2011

Republic of Sudan

100%

-do-

Tanzania

100%

-do-

Kenya

100%

-do-

Uganda

100%

-do-

Djibouti

100%

-do-

Mauritius

100%

-do-

Sudan

100%

Step-down Subsidiary of
BCL. (Subsidiary of Bhumi
Resources (Singapore)
Pte Ltd)

Indonesia

100%

12 Nov 2009 to 31st March


2011
29th Aug 2007 to 31 March
2011
3rd Sep 2010 to 31st
March 2011
22nd Dec 2010 to 31st
March 2011
3rd Nov 2010 to 31 March
2011
25th Sep2007 to 31 March
2011
4th July 2010 to 31 March
2011
24th Nov 2009 to 31st
March 2011

* Includes 44.46% holding through subsidiary Mukundan Holdings Ltd.

79

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

ii)

In March 09, Murari Holdings Limited acquired beneficial interest in 51% of the paid up share capital of BCF which through
an agreement, together with 49% shareholding of MHL in BCF makes it a subsidiary of the company. Therefore it has been
considered as a subsidiary for the purpose of consolidation.

iii)

For calculation of Goodwill / Capital Reserve, the pre acquisition profits and reserves of the acquired subsidiaries, wherever
applicable, have been considered on prorata basis.

iv)

The excess of cost of investment in the Subsidiary Companies over the companys portion of equity of the subsidiary at the date
of investment made is recognised in the financial statements as goodwill. This goodwill is tested for impairment at the close of
each financial year. The excess of Companys portion of equity of the Subsidiary over the cost of the investment therein is treated
as Capital Reserve.

v)

The Combined Goodwill / Capital Reserve of all the subsidiaries arising out of consolidation has been netted of in the Consolidated
Financial Statements. Company wise information is as follows : Mukundan Holdings Ltd. - Goodwill Rs.19,134.67 Lakhs, Krishna
Holdings Pte Ltd. - Capital Reserve Rs.2,420.80 Lakhs, Binani Cement Limited - Goodwill Rs.2,188.56 Lakhs, Murari Holdings
Limited - Goodwill Rs. 21,746.21 Lakhs, Binani Cement Factory, LLC - Goodwill Rs. 2.36 Lakhs, Bhumi Resources (Singapore)
Ltd - Capital Reserve - Rs. 12.37 Lakhs . The net goodwill amounts to Rs.40,638.64 Lakhs and disclosed in the Schedule 5.

vi)

In view of the management, the effect of exception stated in 1 (ii)(c) above is not quantifiable.

Estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of
advances):
Binani Cement Ltd. Rs. 19,389.02 Lakhs (Previous Year Rs.5,979.96 Lakhs).
Binani Cement Factory LLC. Rs. 73.97 Lakhs equivalent to AED 600,000 (Previous Year Rs. 208 Lakhs equivalent to AED 1,629,875).
Binani Cement Factory (Mauritius) Limited: Rs. 9,410.31 (USD 20.78 Million)
Swiss Merchandise Infrastructure Ltd. Rs. 7,300 Lakhs.

Contingent Liabilities :
A

Liabilities not provided for in respect of :


a)

Binani Cement Ltd.


(i)

The Company has imported fuel without payment of Customs Duty aggregating to Rs. 6.77 Lakhs (Previous Year Rs.
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 Rs. 31.50 Lakhs (Previous Year Rs. 104.30
Lakhs) - (excluding applicable interest). 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 Rs. 30.61 Lakhs (Previous Year Rs. 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 Commissioners orders should be heard denovo on merits by the Commissioner (Appeals). Now
Department has filed an appeal before the Honble High Court of Gujarat against the order of CESTAT.
(iv) Demands raised by Excise Department in various matters in relation to Cenvat Credit of Service Tax Rs. 54.61 Lakhs
(previous year Rs. 0.94 Lakhs). Appeals are pending with various Appellate Authorities. The Cenvat Credit amount /
paid under protest of Rs. 0.29 Lakhs has been reversed.
Commissioner, Central Excise, Jaipur 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 Rs. 1 Lakhs 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 .
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 Rs. 34.70 Lakhs (Previous Year Rs. Nil). The
Company filed an appeal before Commissioner (Appeals), Jaipur II and same was rejected. Now Company has filed an
appeal with CESTAT New Delhi.

80

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

(v)

Demands raised by Sales Tax Department aggregating to Rs.70.21 Lakhs (Previous year Rs.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 Honble High Court, Jodhpur and has also obtained an interim relief. Besides, the Sales Tax department has
also issued demand notices relating to various matters aggregating to Rs.10.70 Lakhs (Previous year Rs.10.70 Lakhs),
which are being contested by the Company, including in appeal and is hopeful of success.

(vi) Demands raised by Uttar Pradesh State Government on account of entry tax on Cement for the year 2003-04 & 200506 aggregating to Rs. 23.81 Lakhs (Previous Year Rs. 23.81 Lakhs), based on market price which was disputed by the
Company on the ground that the Entry Tax is payable on stock transfer price. The Company has paid and accounted
the same as advances since a stay order has been obtained from Honble Allahabad High Court, pending disposal of
the matter.
The demand for the year 2004-05, 2006-07 & Apr 07 to June 07 aggregating to Rs. 69.77 Lakhs (Previous Year
Rs. 69.77 Lakhs) has not been provided for. The Company has paid Rs. 5.00 Lakhs under protest against these
demands and accounted the same as advances since a stay order has been obtained. The case is pending before the
Honble Allahabad High Court.
(vii) Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of entry tax Rs. 268.01 Lakhs based upon the
market value of cement stock transfer. We have filed a writ before Honble Allahabad High Court. Case Heard and stay
granted.
Against the demand we have deposited Rs. 158.63 Lakhs based upon stock transfer price and provided Bank Guarantee
of Rs. 109.38 Lakhs towards security against balance as directed by Honble High Court .
(viii) Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of penalty on late deposit of VAT amounting to
Rs. 21.60 Lakhs. An Appeal has been filed with Additional Commissioner (Appeals), Commercial Taxes department,
Ghaziabad. We have deposited Rs. 12.96 Lakhs under protest.
(ix) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of Rs. 1.32 Lakhs (Previous Year Rs. 0.46
Lakhs) on account of incomplete documents carried by Truck of Cement. We have deposited Rs. 1.32 Lakhs under
protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.
(x)

Letter of Credit opened by banks on behalf of the Company Rs. 121.78 Lakhs (Previous Year Rs. 177 Lakhs)

(xi) Guarantees given by Banks Rs. 483.14 Lakhs (Previous Year 287.95 Lakhs)
(xii) Claims against the Company in respect of certain Income Tax matters Rs. 611.88 Lakhs (Previous Year Rs. 366.68
Lakhs out of which Rs. 310.77 Lakhs paid (Previous Year Rs. 43.88 Lakhs) paid.
(xiii) The Company has placed a purchase order for procurement of Steam (Non Coking) coal, on M/s Visa Comtrade
A.G. and the party supplied the same under five Bills of lading. However, the Party failed to provide the original bills
of lading. The owner of the Ship M/s Great Eastern Shipping Co. Ltd.has filed a suit against the Company for not
providing original Bills of lading. The Company has informed them that the balance amount due to them will be paid
after adjustment of the losses and expenditure incurred / to be incurred by the Company till the time matter is finally
resolved. The Company has incurred expenses of Rs.171.21 Lacs up to 31.03.2011 to defend the suit filed by M/s Great
Eastern Shipping Co. Ltd. and debited the same to the account of supplier which is to be recovered from the party.
b)

Binani Cement Factory LLC.


(i)

Contingent Liability on account of Bankers letters of guarantee Rs.36.24 Lakhs equivalent to AED 294,000 (Previous
Year Rs. 27.20 Lakhs equivalent to AED 213,000).

(ii)

Unutilized balances of commercial letters of credit of Rs.NIL (Previous Year Rs. 45.70 Lakhs equivalent to AED 357,883).

(iii) Letter of Credit opened by banks on behalf of the Company Rs. 1,069.70 Lakhs (USD - 2,361,120) (Previous Year NIL)
c)

Binani Cement Factory (Mauritius) Limited


i)

Letters of credit of Rs.281.54 Lakhs equivalent to USD 697,790.

Claims against the Company not acknowledged as debts :


Binani Cement Ltd.
(i)

Quality claims Rs. 1.80 Lakhs (Previous Year Rs. 1.73 Lakhs)

(ii)

Road Tax Penalty Rs. Nil (Previous Year Rs. 4.24 Lakhs)

81

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee,
(SLSC) 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 Rs. 20,266.98
Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Honble Rajsthan High Court, Jodhpur
contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Honble High Court
has dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Honble Supreme
Court. Pending the decision of the Supreme Court, no provision has been made for the differential Sales Tax Incentive of Rs.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, Rs. 3,813.54 Lakhs was deferred and shown
as Unsecured Loan.(Refer schedule 4)
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 Honble 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 Rs. 3,967.07 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 Rs. 396.72 Crores, but the SLSC sanctioned
Rs. 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 Honble
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 Rs. 396.72 Crores to Rs. 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 March, 2011 is Rs. 15,170.69 Lakhs against which we have deposited
Rs. 399.21 Lakhs under protest as per the directions of the Honble High Court. The matter is pending for decision before Honble
Rajasthan High Court / State Govt.

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, closing stock and samples etc. is shown in schedule 10 in profit & loss account.

The company has not deposited a sum of Rs. 811.00 Lakhs (Previous Year Rs. 725.81 Lakhs) net of Rs. 258.88 Lakhs paid under
protest (Previous Year Nil) shown as current liability in schedule 8, 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 Deptt., Pali for notice issued under section
16(3) of the said Act. The said petition was admitted by the Honble Court and a stay was granted. Subsequently, the case was heard
by Honble 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 Rs. 258.88 Lakhs being 50% of assessed tax was deposited by the company under protest.

LOANS - SECURED
A.

BINANI CEMENT LIMITED

I.

DEBENTURES
i)

11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20%SRNCD) - Outstanding Rs. 2,041.67 Lakhs
(Previous Year Rs. 3,208.33 Lakhs)
Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara,
Sirohi in Rajasthan both present and future (except the assets 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 Syndicate Bank and 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

82

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

and the Company) (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 (c) Corporate Guarantee of Binani Industries Limited(BIL) and ((d) paripassu second
charge on the immovable assets of 1st phase of the 2X22.3 MW captive thermal power plant comprising of 1X22.30 MW
thermal power plant, associated equipments and shared facilities.
The Debenture shall be redeemable at par in a period of 6 years in quarterly installments commencing from 31st March,
2007 and ending on 31st December, 2012.
ii)

9.16% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 333.33 Lakhs
(Previous Year 1,666.67 Lakhs)
Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara,
Sirohi in Rajasthan both present and future (except the assets 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 Syndicate Bank and 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) (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 Debentures shall be redeemable at par in a period of 5 years in quarterly installments commencing from 30th
September, 2008 and ending on 30th June, 2011.

II.

TERM LOANS
I)

Financial Institutions
a)

Eksport Kredit Finansiering A/S - Foreign Currency Loans - Outstanding Rs. 2,166.38 Lakhs ( Previous Year
Rs. 2,812.49 Lakhs)
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.

II

Banks
a)

IDBI Bank Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans outstanding Rs. 21,216.47 Lakhs (Previous Year Rs. 24,287.48 Lakhs)
The above term loans include loans aggregating to Rs. 5,238.54 Lakhs (Previous Year Rs. 5,953.59 Lakhs), which were
transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274
dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September, 2005.
Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram,
Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank) and of BIL both present and future (b) first charge by way of
hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except
book debts) including movable machinery, machinery spares, tools and accessories present and future, subject
to charges on specified movables created and/or to be created for securing the borrowings for working capital
requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour
of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)
deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of BIL, (d)Pari Passu charge
on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase
of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated
equipments and shared facilities.

83

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

b)

IDBI Bank Ltd. (IDBI) - Zero Coupon Loan (ZCL)- outstanding Rs. 680.60 Lakhs (Previous Year Rs. 1,020.90 Lakhs)
Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 of Syndicate Bank) and of BIL both present and future (b) first charge by
way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save
and except book debts) including movable machinery, machinery spares, tools and accessories present and future,
subject to charges on specified movables created and/or to be created for securing the borrowings for working capital
requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour
of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)
deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of BIL, (d)Pari Passu charge
on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase
of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated
equipments and shared facilities.
Zero Coupon Loan (ZCL) is payable in four annual installments commencing from 31st March, 2010 and ending on
31st March, 2013. The Company has approached IDBI for waiver of the same since as per restructuring, the Company
became eligible for waiver as it has complied with all the terms & conditions of the restructuring package. The
Company has provided for ZCL and paid the first installment due as on 31.3.2010 under protest.

c)

IDBI Bank Ltd. (IDBI) - Rupee Term Loans - outstanding Rs. 4,500 Lakhs (Previous Year Rs. 6,000 Lakhs)
Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram,
Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank ) and of BIL both present and future (b) first charge by way of
hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except
book debts) including movable machinery, machinery spares, tools and accessories present and future, subject
to charges on specified movables created and/or to be created for securing the borrowings for working capital
requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour
of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)
deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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, (c) Corporate Guarantee of BIL, (d)Pari Passu charge
on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase
of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated
equipments and shared facilities.

d)

IDBI - Term Loan - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at
Binanigram, Pindwara, Sirohi in Rajasthan (except the assets 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 Syndicate Bank) and of BIL both present and future (b) first charge by
way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save
and except book debts) including movable machinery, machinery spares, tools and accessories present and future,
subject to charges on specified movables created and/or to be created for securing the borrowings for working capital
requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour
of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)
deed(s) of hypothecation/debenture trust deed(s) executed by the Company except 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,c) Post dated cheques for repayment of Principal

84

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

e)

Syndicate Bank - Term Loan - Outstanding Rs.15,000 Lakhs (Previous Year Rs. 15,000 Lakhs)
Secured / to be secured by a) Corporate Gurantee of BIL b) Post dated cheques for repayment of Principal

f)

Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,105.13 Lakhs (Previous Year Rs. 2,772.13 Lakhs)
Secured by (a) first Mortgage and exclusive charge created on immovable properties of first phase of 2X22.30 MW
captive thermal power plant comprising of 1X22.30 MW thermal power plant, all associated equipments & shared
facilities situated at Pindwara, Sirohi, Rajasthan and all goods & equipments forming part of the plant both present
and future, (b) Secured by pari passu first mortgage and charge on underlying land and building for the first phase of
2X22.30 MW captive power plant comprising of 1x22.30 MW thermal power plant, associated equipments and shared
facilities situated at Binanigram, Pindwara, Sirohi in Rajasthan both present and future,(c) pari passu charge on Trust
and Retention Account and (d) Corporate Guarantee of BIL.

g)

Syndicate Bank - Rupee Term Loan - Outstanding Rs. Nil (Previous Year Rs. 1,857 Lakhs)
Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram,
Pindwara, Sirohi, in Rajasthan (except the assets 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 Syndicate Bank), both present and future, ranking pari-passu with mortgage and
charges created and / or to be created in favour of institutions / banks / Debenture trustee(s) as detailed in respective
loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the Company, (b) pari passu
charge on Trust & Retention Account and (c) pari passu second charge on immovable assets relating to the first
phase of the 2x22.3 MW captive thermal power plant comprising of 1x22.3 MW captive thermal power plant, associated
equipments and shared facilities.

h)

Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs)
Secured / to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal

i)

Yes Bank Ltd - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)
Secured/to be secured by a) Corporate Guarantee of Binani Industries Ltd. till the time Yes Bank is included in to
working capital consortium b) subservient charge on movable assets of the Company c) Post dated cheques for
Principal repayment.

j)

UCO Bank - Term Loan - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. 6,000 Lakhs)
Secured/to be secured by a) Subservient Hypothecation charge on the plant and machinery of the company b) Post
dated cheques for repayment of Principal & Interest

k)

Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)
Secured/to be secured by a) Subservient Hypothecation charge on the movable assets of the company b) Post dated
cheques for repayment of Principal & Interest

l)

Syndicate Bank - Term Loan - Outstanding Rs. 4,000 Lakhs (Previous Year Rs. 2,663 Lakhs)
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.

m) State Bank of India - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. 10,000 Lakhs)
Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company b) Post dated cheques for
repayment of Principal & Interest
n)

Punjab National Bank - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)
Secured / to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal

o)

Bank of Baroda - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by a) Subservient charge on fixed assets of the company (Movable & immovable)

85

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

p)

Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)
Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company

q)

IDBI Bank Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 lakhs yet to be availed) - outstanding Rs. Nil ( Previous Year
Rs. Nil)
Secured / to be secured by a first charge by way of hypothecation of all the movables (save & except book debts)
including movable machinery, machinery spares, tools & accessories, present & future pertaining to the new cement
plant along with 25 MW captive power plant & housing colony to be set up/ situated at village Lodhana, Taluka
Sutrapada, Distt. Junagad and a grinding unit at village Jhangar, Dist Bharuch both in the state of Gujarat and also
pertaining to mining over land area of 400 hectares acquired / to be acquired for new cement plant in Gujarat subject
to prior charges created and / or to be created in favour of the bankers on stocks of raw materials, semi finished &
finished goods, consumable stores, book debts & such movables as may be agreed to by the lenders for securing the
borrowings for working capital requirements in the ordinary course of business.

r)

Vijaya Bank - Term Loan (Rs. 4,000 Lakhs yet to be received) - Outstanding Rs. Nil (Previous Year Rs. Nil)
Secured / to be secured by a first charge by way of hypothecation of all the movables (save & except book debts)
including movable machinery, machinery spares, tools & accessories, present & future pertaining to the new cement
plant along with 25 MW captive power plant & housing colony situated at village Lodhana, Taluka Sutrapada, Distt.
Junagad and a grinding unit at village Jhangar, Dist Bharuch both in the state of Gujarat and also pertaining to mining
over land area of 400 hectares acquired / to be acquired for new cement plant in Gujarat subject to prior charges
created and / or to be created in favour of the bankers on stocks of raw materials, semi finished & finished goods,
consumable stores, book debts & such movables as may be agreed to by the lenders for securing the borrowings for
working capital requirements in the ordinary course of business.

III

WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS


Banks - Outstanding Rs. Nil (Previous Year Rs. 7.58 Lakhs)
Secured against (a) 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, second charge on immovable
properties of the Company and Corporate Guarantee of BIL and (b) pari passu charge on Trust and Retention Account.
B)

MUKUNDAN HOLDINGS LTD.


TERM LOANS
Bank
Axis Bank : Rs. 17,321.67.Lakhs (US $ 38.25 Million) (Previous Year Rs.39,859 Lakhs (US $ 85 Million) )
Bank of Baroda : Rs. 9,057.08 Lakhs (US $ 20.00 Million) (Previous Year NIL).
The loan is secured by a corporate guarantee from BCL and pledge of all shares in the capital of KHL held by BCL and MHL,
shares in capital of SBRCC held by KHL, shares in capital of BCF held by MHL and shares in capital of MHL held by BCL.

C)

KRISHNA HOLDINGS PTE LTD.


TERM LOANS
Bank
State Bank of India ( HK) : Rs.10,325.52 Lakhs (USD 22,801,000 ) (Previous Year Rs. Nil )
The loan is secured by irrecoverable and unconditional corporate guarantee of Binani Cement Limited, The Holding
Company.

D)

BINANI CEMENT FACTORY LLC


Bank Borrowings
Overdrafts: Rs. Nil (Previous Year Rs. 2,774.57 Lakhs (AED 21,728,131))
Trust receipts Rs. 1,294.16 Lakhs (AED 10,497,864) (Previous Year Rs. 4,406.01 Lakhs (AED 34,504,132))
Cheques discounted Rs. Nil (Previous Year Rs. 6,391.90 Lakhs (AED 50,055,898))
The bank borrowings are secured by:

Assignment of insurance policies on Stock and trade & other receivable

Assignment of bank guarantees provided by customers and issued by reputed local banks.

Undertaking to maintain own funds of AED 100 million.

86

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

E)

MURARI HOLDINGS LIMITED


TERM LOANS
Banks
a)

The loan are secured by :

Corporate Guarantee of Binani Cement Limited,

Pledging of 100% shares of the company ( held by Binani Cement Limited),

A negative lien on the assets of the Binani Cement Factory LLC, Dubai.

Non disposal undertaking for the beneficial interest for 51% shares of Binani Cement Factory LLC, Dubai

Non disposal undertaking for 49% shares of Binani Cement Factory LLc held by Mukundan Holdings Limited.

An analysis by bank of amounts outstanding is as follows:


Punjab National Bank: Rs. 3,396.41 Lakhs (USD 75,00,000) (Previous Year Rs.4,689.36 Lakhs (USD 10,000,000)
Bank of Baroda: Rs. 1,811.42 Lakhs (USD 4,000,000) (Previous Year Rs. 2,344.68 Lakhs (USD 5,000,000)
State Bank of India: Rs.3,849.26 Lakhs (USD 8,500,000) (Previous Year Rs. 4,689.36 Lakhs (USD 10,000,000)
Syndicate Bank: Rs. 1,924.63 Lakhs (USD 4,250,000) (Previous Year Rs. 2,344.68 Lakhs (USD 5,000,000)
b)

F)

SHANDONG BINANI RONGAN CEMENT COMPANY LIMITED


a)

Interest amount of Rs. 19.79 Lakhs (USD 43,699) (Previous Year Rs. 32.03 Lakhs (USD: 68,296)) due and payable on
loan from PNB, Hong Kong. Sufficient balance was maintained in current a/c with the bank to settle the interest. But,
it is the banks practice to debit the interest amount to the current a/c during the following month and hence the same
can be deemed to be paid as at the period/year end.

The loan of Rs. 10,338.90 Lakhs equivalent to RMB 150,000,000 is secured by Plant & Machinery and Land purchased
for 2nd Clinker Production Line

Other Income
(Rs. Lakhs)
Particulars

For the Year


For the Year
ended 31st March, ended 31st March,
2011
2010

i)

Scrap Sales

476.56

198.92

ii)

Interest on Fixed Deposits (Includes tax deducted at source Rs. 54.68 lakhs)
(Previous Year Rs. 23.46 Lakhs)

625.29

236.79

iii)

Dividend Received (Other Investment)

355.04

195.15

iv)

Interest Income From others

154.94

v)

Sundry Balance Written Back

610.62

vi)

Coal Compensation of SBRCC

47.43

vii)

Insurance Claim

755.23

333.15

19.46

18.86

viii) Income from inadvertent flow of surplus power to Rajasthan Power


Procurement Centre
ix)

Exchange Fluctuation (Net)

1,055.65

x)

Subsidy Income of SBRCC

972.96

xi)

Miscellaneous Income

341.97

277.39

3,386.54

3,288.87

TOTAL

87

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

10

Managerial Remuneration
(Rs Lakhs)
BCL:
Particulars

Salary

For the Year


For the Year
ended 31st March, ended 31st March,
2011
2010
100.67

45.38

5.94

5.45

Perquisites **

10.39

9.82

Commission to Directors (other than Whole-time Directors)

23.00

18.00

140.00

78.65

Contribution to Provident and other funds*

TOTAL

* 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.
** Does not include monetary value of non cash perquisites as per Income-tax Act,1961.
11

Remuneration to Auditors
(Rs Lakhs)
Particulars

For the Year


For the Year
ended 31st March, ended 31st March,
2011
2010

Statutory Auditors
Statutory Audit Fees

26.31

22.41

Tax Audit Fees

2.50

2.50

For other matters

9.43

5.93

Reimbursement of expenses

0.92

0.57

39.16

31.42

TOTAL

12

BCL : Selling and Administration Expenses includes Rs. 2,632.47 Lakhs (Previous Year Rs. 1,725 Lakhs) paid to Binani Industries
Ltd. (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.
Interest and Finance charges are net of Rs. 38.60 Lakhs (Previous Year Rs. 527.52 Lakhs), being interest charged by the Company to
Binani Industries Limited based on balances in the current account.

88

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

13

BCL: The Company is having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and other places. Expenses pertaining to
these projects incurred, included under capital work in progress, are as under:
(Rs Lakhs)
Particulars

For the Year


For the Year
ended 31st March, ended 31st March,
2011
2010

Balance Brought forward

2,750.27

2,546.57

Net Addition / (Deletion) during the year


Balance carried forward

273.90

(203.70)

2,820.47

2,546.57

Binani Cement Factory Mauritius


(Rs Lakhs)
Particulars

14

For the Period


ended 31st March,
2011

Net Addition / (Deletion) during the period

937.70

Balance carried forward

937.70

BCL:Deferred tax asset in respect of timing difference and unabsorbed depreciation and business loss has been recognised to the
extent of deferred tax liability, representing depreciation, available for set off.
The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:
(Rs. Lakhs)
Particulars
a)

b)

15

As at 31st March,
2011

As at 31st March,
2010

Deferred Tax Liability


Depreciation

20,932.97

20,692.65

Total

20,932.97

20,692.65

Disallowance under Income Tax Act, 1961

(1,934.32)

(2,016.55)

Total

(1,934.32)

(2,016.55)

Deferred Tax Asset

Deferred Tax Liability

18,998.65

18,676.10

Provided upto 31.03.2010

18,677.00

15,542.00

Provision for additional Deferred Tax Liability

321.65

3,134.10

Rounded off

322.00

3,135.00

BCL: a) Particulars of unhedged foreign currency exposure as at Balance Sheet date


(Rs. in Lakhs)
Particulars

Currency

As at 31st March,
2011

As at 31st March,
2010

Outstanding Creditors for Coal

USD

3,895

5602

Outstanding Creditors for Spares

DKK

1.30

0.24

Outstanding Creditors for Spares

USD

21.53

89

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

b)

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

Currency

16

Number of
Contracts

Buy Amount

Purpose

USD

7,200,000

Creditors/FCL
Payment

USD

(9)

(9,600,000) Creditors Payment

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 considered the primary reportable segment. Further, it has identified geographical segment as India, Dubai, China and
Sudan based on Segment Revenue, Result & Asset for reporting purpose.
(Rs Lakhs)
SEGMENT
REVENUE

INDIA

DUBAI

CHINA

SUDAN

Unallocated

Elimination
Inter
Segment

TOTAL

172,053

8,104

9,333

2,598

311

(3,970)

188,430

(185,105)

(35,775)

(7,933)

(-2,835.75)

(225,978)

827

87

109

290

(177)

1,135

(452)

(15)

(1,913)

(-1,883.66)

(497)

1,454

128

644

25

2,251

(1,658)

(58)

(1,076)

(2,792)

174,335

8,319

10,086

2,623

601

(4,147)

191,816

(187,216)

(35,833)

(9,024)

(1,913)

(-4,719.41)

(229,267)

SEGMENT RESULT

INDIA

DUBAI

CHINA

SUDAN

Unallocated

Inter
Segment

TOTAL

Net Profit/ (loss)


before tax from
ordinary activities.

8,227

(2,023)

334

(1,249)

(3,319)

(213)

1,757

(42,161)

(3,502)

(62)

(-707.32)

(-1,700.71)

(43,317)

8,226.95

(2,022.77)

334.11

(1,248.80)

(3,318.61)

(213.46)

1,757.42

(42,161.24)

(3,501.67)

(62.10)

(-707.32)

(-1,700.71)

(43,316.98)

INDIA

DUBAI

CHINA

SUDAN

Unallocated

Inter
Segment

TOTAL

134,770

(157,817)

321,206

(413,447) (-1,11,546.79)

(604,908)

Sales (net of
Excise)
Dividend and
Interest Income
Other Income

Total

Total

CAPITAL
EMPLOYED
Total Segment
Assets

258,854

31,409

52,612

1,378

(245,105)

(34,972)

(22,930)

Total Segment
Liabilities

200,952

17,469

20,160

2,236

73,081

(49,164)

264,733

(187,182)

(18,472)

(1,047)

(56,274)

(-8,525.56)

(254,450)

61,690

(108,653)

56,473

(357,173) (-1,03,021.23)

(350,458)

Capital Employed

57,902

13,940

32,452

(859)

(57,923)

(16,500)

(21,883)

(Figures in bracket pertain to previous year)

90

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

17

BCL: 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 at arms length as per details below
(Net of Inter Co. Transactions):
(As certified by the Management) :
(Rs. Lakhs)
Particulars

Execution of works contract by


- Binani Infrastructure (Mauritius) Limited
- BIL Infratech Ltd
Sale of Cement to
- Binani Readymix Concrete Limited
Service Charges for vehicle / Rent etc. paid to
- Binani Metals Ltd.
Donation given to
- G D Binani Charitable Trust
- G D Binani Charitable Foundation
Interest Expenses paid to
- Kalpvriksh Holding AG
Freight service Availed from
- Transnational Trading Services Pte Limited
- Transnational Trading
Acquisition of Fixed Asset from
- Transnational Trading Services Pte Limited
Repayment of loan to
- Kalpvriksh Holding AG
Dividends Paid to
- Binani Industries Ltd.
Interest received from
- Binani Industries Ltd.

Holding
Company

Fellow
Companies under
Subsidiary common ownership
/ Step down / and / or common
Subsidiary
management
control

Enterprises
where Key
Management
Personnel has
got significant
influence

Total

123.60
768.54

123.60
768.54

52.39
-

90.01
(73.55)

52.39
90.01
(73.55)

25.00
(25.00)
75.00
(50.00)

25.00
(25.00)
75.00
(50.00)

30.83
(29.63)

30.83
(29.63)

699.93
(2,932.84)
(2,011.77)

699.93
(2,932.84)
(2,011.77)

(66.00)

(66.00)

2,844.50
-

2,844.50
-

4,613.91
(2,768.34)

4,613.91
(2,768.34)

1.96
-

1.96
-

91

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

Particulars

(Receipt) / Payment (Net) arising out of


transactions in current account
- Binani Industries Ltd.

Holding
Company

Total

(3,532.42)
(474.77)

55.80
170.51
-

55.80
170.51
-

5,500.00
(9,032.42)

(2,844.50)
-

(2,844.50)
5,500.00
(9,032.42)

- BIL Infratech Ltd

Balance outstanding as on 31st March, 2011

Enterprises
where Key
Management
Personnel has
got significant
influence

(3,532.42)
(474.77)

Balance Outstanding as on 31st March,


2011 - Sundry Creditors
- Binani Infrastructure (Mauritius) Limited

Balance Outstanding as on 31st March, 2011


- Kalpvriksh Holding AG

Fellow
Companies under
Subsidiary common ownership
/ Step down / and / or common
Subsidiary
management
control

Maximum Balance Outstanding Rs. 9,032.42


Lakhs
(Previous Year Rs. 9,032.42 Lakhs)
(Note - there is no repayment schedule in
respect of the above loans)
(Figures in bracket pertain to previous year)
Note:

92

The remuneration paid to key management personnel Mr. P. Acharya (Rs. 65.83 Lakhs), Mr. Mohammed Shajahan (Rs. 51.17
Lakhs (AED 411,600)) and payment towards Management Services Fee to holding company and interest allocated to holding
company have been separately disclosed vide note nos.10 and 12 respectively.

Guarantees given/to be given to Banks by holding company on behalf of the Company have been separately disclosed in
note no. 8

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), B T Composites Limited (BTCL), Wada
Industrial Estate Limited (WIEL), Binani Readymix Concrete Ltd (RMC), BIL Infratech Ltd.

c)

Step down Subsidiary : Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited, Stepdown Subsidiary of BZL : R.B.G. Minerals Industries Limited, Binani Energy Private Limited (BEPL) and BZ Minerals
(Australia) Pty Limited.

d)

Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya. Mr. Mohammed Shajahan

e)

Company under Common ownership / and / or common management control: Transnational Trading Services Pte Limited,
Transnational Trading.

f)

Transactions with Binani Metals Ltd.where key Management Personnel have got significant influence : Mr. Braj Binani and
Mr. V. Subramanian.

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

18

Consolidated Earning per share is calculated as follows :


(Rs Lakhs)
Particulars

For the Year


For the Year
ended 31st March, ended 31st March,
2011
2010

Profit/(Loss) for the year after tax & before Minority Interest

19

1,779.26

29,246.88

Equity shares outstanding as at the period end (in Nos.)

188,601,274

203,101,274

Weighted average number of Equity Shares used as denominator for calculating Basic
and Diluted Earning Per Share

195,458,393

205,627,455

Nominal Value per Equity Share (in Rs.)

10/-

10/-

Earning Per Share (Basic and Diluted) (in Rs.)

0.91

14.22

BCL: EMPLOYEE BENEFITS :


a)

Defined Contribution Plans:


During the year the Company has recognised Rs 250.79 Lakhs (Previous Year Rs 209.95 Lakhs) in the Profit and Loss Account on
account of defined contribution plans i.e. employers contribution to provident Funds, ESIC

b)

Defined benefit plans as per actuarial valuation as on 31st March, 2011 (BCL)
(Rs.Lakhs}
Particulars
I

Expenses recognised in
Statement of Profit & Loss

Gratuity Funded
the

Leave Encashment Non-Funded

For the year For the year ended


For the year For the year ended
31st March, 2010 ended 31st March,
31st March, 2010
ended 31st March,
2011
2011

Current Service Cost *

55.92

46.76

96.06

(15.45)

Interest Cost

26.68

22.31

Employee Contributions

Expected return on plan assets

(41.35)

(27.97)

Net Actuarial (Gains) / Losses**

14.28

117.43

Past Service Cost

Settlement Cost

Total Expenses

55.53

158.52

96.06

(15.45)
(Rs. Lakhs)

II

Gratuity Funded
Leave Encashment Non-Funded
Net Asset/(Liability) recognised in
For the year For the year ended
For the year For the year ended
31st March, 2010 ended 31st March,
31st March, 2010
the Balance Sheet
ended 31st March,
2011
2011
1 Present value of Defined
444.10
90.91
500.17
24.46
Benefit Obligation
2 Fair value of plan assets
516.88
524.63
3 Funded
status
[Surplus/
72.78
24.46
(Deficit)]
4 Net asset/(liability)
72.78
(90.91)
24.46
24.46

93

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

III

(Rs. Lakhs)
Gratuity Funded
Leave Encashment Non-Funded
Change in obligation during the
For the year For the year ended
For the year For the year ended
31st March, 2010 ended 31st March,
31st March, 2010
year
ended 31st March,
2011
2011
1 Present value of Defined
278.85
106.36
444.10
90.91
Benefit Obligation at beginning
of the year
2 Current Service cost *
46.76
(15.45)
55.92
96.06
3 Interest cost
22.31
26.68
4 Settlement cost
5 Past service cost
6 Employee Contributions
7 Actuarial (Gains) / Losses
117.42
11.66
8 Benefits Payments
(21.24)
(38.19)
9 Present value of Defined
444.10
90.91
500.17
186.97
Benefit Obligation at the end of
the year

* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance
** The Actuarial valuation of Defined Benefit Obligation (DBO) as at the end of the current year has been considered as per
report of an independent certified Actuary where as at the end of the previous year the same was considered as per Actuarial
report of L.I.C. of India with whom the Gratuity liability is funded. As both the Actuaries differ in their assumptions for arriving
at the present value of DBO, the Actuarial Loss of Rs. 11.66 Lakhs for the current year is lower by Rs. 127.95 Lakhs which has
been adjusted in the Profit & Loss A/c.
(Rs. Lakhs)
IV

Change in Assets during the Year

1
2
3
4
5
6
7
8
9

Plan assets at the beginning of the year


Assets acquired on amalgamation in previous year
Settlements
Expected return on plan assets
Contributions by Employer
Actual benefits paid
Actuarial (Gains) / Losses
Actual return on plan assets
Plan assets at the end of the year

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

VI

Actuarial Assumptions :

Qualifying Insurance Policy


Discount Rate

94

Gratuity Funded
For the year For the year ended
31st March, 2010
ended 31st March,
2011
288.19
516.88
221.96
(21.24)
(38.19)
4.59
27.97
41.35
516.88
524.63
YES

YES

8.25%

8%

Rate of Return on Plan Assets

8%

8%

Salary Escalation

7%

7%

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

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 Rs. 186.97 Lakhs based upon following assumptions. (BCL)
Discount Rate
Salary Escalation

20
21

22

23

24
25

26
27

8.25%

8%

7%

4%

BCL: Misc. Expenses in Schedule 13 includes Rs. 25 Lakhs (Previous Year Rs. 25 Lakhs) donation, given to G D Binani Charitable
Trust and Rs. 75 Lakhs (Previous Year Rs. 50 Lakhs) to G. D. Binani Charitable Foundation.
(a)
Advance Income tax is net of provision for income tax of Rs. 12,462.73 Lakhs.
(b)
MAT Credit Entitlement is net of Income tax deducted: NIL (Previous Year Provision for Income Tax deducted Rs. 4,397.72) per
contra.
(c)
Provision for income tax is net of Advance Tax: NIL and MAT credit entitlement: NIL (Previous Year net of Advance Tax
Rs. 8,859.14 Lakhs and MAT credit entitlement Rs. 4,397.72 Lakhs deducted per contra)
BCL: During the year, the buy back of 1,45,00,000 equity shares of Rs.10 each, from the existing shareholders, on proportionate basis
has been completed and the said equity shares have been extinguished on 26th August, 2010. The equity share capital stands reduced
to Rs.18,860 Lakhs effective from that date and the premium paid of Rs. 11,600 Lakhs has been reduced from the reserves & surplus
of the Company.
BCL: Also during the year, the Holding Company i.e. Binani Industries Limited has successfully completed the process of giving exit
opportunity to the public shareholders of the Company (i.e. BCL) under SEBI (Delisting of Equity Shares) Regulations, 2009. Final
Application for Delisting of Equity shares has been filed by BCL with Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE). Approvals of the Exchanges are expected shortly.
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.
MHL: The Company incurred loss of US$ 4,473,728 during the 15 months period ended 31 March 2011 and, as of that date, the
companys total current liabilities exceeded its total current assets by US$ 18,904,289 including loan from Binani Cement Limited of
US$ 15,000,000, Bhumi Resources ( Singapore ) PTE Ltd of US$ 9,150,000 and Krishna Holdings Pte Ltd.( KHL) US$ 9,700,000. The
holding company, however, has agreed to provide unconditional financial support to the company to enable the company to operate
as a going concern and to discharge its obligations as and when they fall due.
BCF LLC:
Dividends declared and paid during the year of AED Nil (Previous Year AED 12,777,200)
Previous year/ period figures have been regrouped / rearranged wherever necessary to conform with the figures of the current year/
period.

As per our report of even date attached


For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

95

Binani Cement Limited

an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
Rs. In Lakhs
PARTICULARS

A. CASH FLOW FROM OPERATING ACTIVITIES


Net Profit before tax before Prior Period Items
Adjustments for :
Depreciation/Amortisation
Interest and Finance Charges
Loss on Sale / Discard of Fixed Assets
Dividend Received
Interest Income
Operating Profit before working capital changes
Adjustments for :
Inventories
Trade and Other Receivables
Trade and Other Payables
Cash Generated from Operations
Direct Taxes Paid / Refunds
Net Cash Flow from Operating Activities
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (including capital work-in-progress)
Investments (including investment in Subsidiary)
Sale of Fixed Assets
Interest and Dividend Income Received
Investment / Proceed from Fixed Deposit with Bank
Other Advances (Including advances to the Holding Company, Subsidiaries & fellow Subsidiaries)
Net Cash Flow from Investing Activities
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long Term Borrowings
Towards Share capital of Subsidiary
Repayment of Long Term Borrowings
Dividend / Dividend Distribution Tax Paid
(Repayment of)/ Proceeds from Bank Borrowings (Net)
Proceeds from Trade Deposits
Buy Back of Shares
Interest and Finance Charges Paid
Proceeds from Short Terms Borrowings (Net)
Repayment of Short Terms Borrowings (Net)
Net Proceed from Unsecured Loan
Increase in Reserves
Net Cash Flow from Financing Activities
D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)
E. OPENING CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
F. CLOSING CASH AND CASH EQUIVALENTS AS THE END OF THE YEAR*

96

For the Year


ended 31st
March, 2011

For the Year


ended 31st
March, 2010

1,757.42

43,317.00

11,758.24
13,736.82
310.90
(355.04)
(881.89)
26,326.45

10,846.12
11,810.36
605.22
(195.82)
(270.90)
66,111.98

568.52
21,264.54
1,181.03
49,340.55
(6,065.74)
43,274.81

8,449.20
18,858.30
(25,162.19)
68,257.29
(4,002.47)
64,254.82

(43,110.50)
(35,900.55)
56.09
1,143.81
1,080.78
2,884.05
(73,846.32)

(27,633.58)
(51,472.55)
17.12
372.90
(1,080.48)
(474.77)
(80,271.36)

39,876.47
49,227.88
(25,041.12)
(8,316.64)
7,291.92
272.58
(13,050.00)
(13,970.68)
(5,000.00)
(2,844.50)
740.78
29,186.70
(1,384.82)
36,194.97
34,810.15

61,838.85
22,635.96
(18,190.02)
(6,467.44)
(729.19)
395.01
(13,292.89)
15,000.00
(29,000.00)
414.74
436.59
33,041.61
17,025.07
19,169.90
36,194.97

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

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. CLOSING CASH AND CASH EQUIVALENTS AS PER BOOKS

Rs. In Lakhs

Particular

For the year


ended 31st
March, 2011

For the year


ended 31st
March, 2010

24.23
2.58
19,231.47
15,551.87
34,810.15

15.82
18,943.70
17,235.45
36,194.97

1,080.48

34,810.15

37,275.45

Cash in hand
Remittances in transit and cheques in hand
Current Accounts
Deposit Accounts Less than 3 month
* Total of cash & Cash Equivalents
Fixed Deposit more than 3 month
Total of Cash & Bank Balances
3. Previous year figures have been recast / regrouped wherever considered necessary.

As per our report of even date attached


For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W

For Kanu Doshi Associates


Chartered Accountants
Firm Registration No. 104746W

Rakesh Rathi
Partner
Membership No. 45228

Jayesh Parmar
Partner
Membership No. 45375

Place : Mumbai
Date : 22nd April, 2011

Place : Mumbai
Date : 22nd April, 2011

For and on behalf of the Board of Directors


R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts

Braj Binani
Chairman

Atul P. Falgunia
Company Secretary

P. Acharya
Sr. Executive Director &
Wholetime Director

97

98

Country of
Incorporation
Financial year
/ period of the
Subsidiary
Company

Mukundan
Holdings Ltd.
(MHL)

Murari
Holdings Ltd.
(MUHL)

Swiss
Merchandise
Infrastructure
Ltd (Swiss)

Merit Plaza
Ltd. (Merit)

Subsidiary of
BCL

Subsidiary of
BCL

31,943 Shares Share Capital is 10 Shares of


of AED 1,000 not divided into USD 500 each
No. of Shares
each
(Amount of
Share Capital
in Rmb
4,499.94 lakhs
equivalent to
Rs. 31,095.06
lakhs)
-

250 Ordinary
Shares of
Mauritian
Rupee 100
each

1000 Shares of
SGD 100 each

6,00,000
Shares of IDR
9,480 each

Place : Mumbai
Date : 22nd April, 2011

100% Held By
BCL

100% Held By
BCL

100% Held By
BCL

100% Held By
BCL

100% Held By
BCL

Braj Binani
Chairman
P. Acharya
Sr. Executive Director &
Wholetime Director

R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts
Atul P. Falgunia
Company Secretary

For and on behalf of the Board of Directors

100% held
100% held
100% held
90% held by
100% held
49% held by
by Bhumi
by BCF ,LLC
by BCF ,LLC
KHL
by BCF ,LLC
MHL / 51%
Resources
Dubai
Dubai
Dubai
held by MUHL
(Singapore) Pte
( Beneficial
Ltd.
Interest)
B)
Net aggregate amount of Profits / (Losses) of the subsidiary so far it concerns members of BCL, not dealt with in the standalone accounts of the company :
54.81
(1,452.21)
(1,442.09)
(0.46)
(0.32)
0.65
(1,753.56)
75.22
(1,059.59)
3.08
38.19
a) For the financial
year / period of the
subsidiary aforesaid
(Rs. Lakhs)
(22.29)
(474.85)
510.39
1,024.64
382.37
b) For the previous
financial
year
/ period of the
subsidiary
since
it
became
the
holding company's
subisidiary ( Rs.
Lakhs)
5
Information pursuant to Section 212 (5) (SEE NOTE 2)
Notes
1)
BCF had incorporated five companies viz BC Trade Link Limited (Tanzania), Binani Cement Company WLL (Kuwait), Binani Cement Factory (Kenya) LImited, Binani Cement SARL (Djibouti) and Binani Cement
(Uganda) Limited on 29th August 2007, 28th July 2010, 3rd September 2010, 3rd November 2010 & 22nd December 2010 respectively. Their first accounting period would be from the date of incorporation to 31st
December 2011. However, their unaudited financial statements from the date of incorporation to 31st March, 2011 have been considered for consolidation.
2)
During the current year, the financial statements of subsidiaries including step down subsidiaries ( whose acounting year/period ended on 31st December 2010) for their respective period ended 31st March, 2011
have been considered for consolidation with the Companys financial statements for the year ended on the same date. Hence information required to be provided pursuant to sec. 212 (5) is not applicable.

96,31,835
Shares of SGD
1 each
%
of
Share 55.54% held by
Holding (Excluding BCL balance
Preference Share 44.46% held by
MHL
Capital)

Number of
Preference shares

Subsidiary of
BCL

Information pursuant to Sec. 212 (3)


Extent of the Holding Company's interest in the Subsidiary as at the end of the Financial Year / Period :
50,000 Shares 50,000 Shares
1,20,00,000
41,400,000
11,100,000
Number of Equity
8,77,76,670
of Rs.10/- Each of Rs.10/- Each
Ordinary
Ordinary
Ordinary
Shares
Shares of SGD
Shares of USD
Shares of USD Shares of USD
1 each
1 each
1 each
1 each

Subsidiary of
BCL

4
A)

Subsidiary of
BCL

Binani Cement Binani Cement Binani Cement Pt. Anggana


Shandong
Binani Cement
Co. Ltd (BCCL)
Energy
Factory
Factory LLC Binani Rong'An Factory (SFZ)
Resources Pte
Limited (BCF (Mauritius) Ltd
Cement Co.
(BCF)
Ltd.
(BCFM)
(SFZ))
Ltd. (SBRCC)
(ANGGANA)
United Arab
China
Republic of
Mauritius
Republic of
Indonesia
Emirates
Sudan
Sudan
July 4, 2010
October 26, January 1, 2010 January 1, 2010 November 12, September 25,
November 24,
2007 to
2009 to
to
to
2009
2009
to
December 31, December 31, December 31, December 31, December 31,
to
to
2010
2010
2010
2010
December 31,
December 31,
2010
2010
2010
Stepdown
Stepdown
Stepdown
Stepdown
Stepdown
Subsidiary of
Stepdown
Subsidiary of
Subsidiary
Subsidiary
Subsidiary
Subsidiary
BCL
Subsidiary of
BCL (Subsidiary
of BCL
of BCL
of BCL
of BCL
BCL (Subsidiary
of Bhumi
(Subsidiary of (Subsidiary of (Subsidiary of (Subsidiary of
of MHL &
Resources
Binani Cement Binani Cement Binani Cement
KHL)
MUHL)
Factory, LLC (Singapore) Pte
Factory, LLC
Factory, LLC
Ltd)
Dubai)
Dubai)
Dubai)
Bhumi
Resources
(Singapore)
Pte. Ltd
(Bhumi)
Singapore

Relation with Binani


Cement Ltd (BCL)

Singapore
British Virgin
British Virgin
India
India
Islands
Islands
December 18,
January 1, 2010 January 1, 2010 January 1, 2010 November 2,
2010
2010
to
to
to
to
to
December 31, December 31, December 31,
March 31, 2011 March 31, 2011
2010
2010
2010

Krishna
Holdings Pte.
Ltd.(KHL)

Name of the
Subsidiary
Company

Sr.
No.

Statement Pursuant to Section 212 (3) and 212(5) of the Companies Act, 1956 relating to Subsidiary/ Stepdown Subsidiary Companies of Binani Cement Limited for the year ended
31st March 2011
(Amount in Lakhs)

Binani Cement Limited


an n u al repor t 2 0 1 0 - 2 0 1 1

(Subsidiary of Binani Industries Limited)

Mukundan Holdings Ltd.


(MHL)

Murari Holdings Ltd.


(MUHL)

Swiss Merchandise
Infrastructure Limited
(Swiss)

Merit Plaza Limited


(Merit)

Bhumi Resources (Singapore) Pte. Ltd (Bhumi)

Binani Cement Factory


LLC (BCF)

Shandong Binani Rong'An


Cement Co. Ltd. (SBRCC)

Binani Cement Factory


(SFZ) Ltd. (BCF (SFZ))

Binani Cement Factory


Mauritius (BCF M)

Binani Cement Co. Ltd


Sudan (BCCL)

PT Anggana Energy
Resources (Anggana)

10

11

12
54,630.00
280.42

IDR

18.35

INR
INR

1.00

38.73

7,543.65

2.89

0.16

0.38

INR
SDG

(966.74)
-

2.16

(52.68)

1,319.19

190.91

10,337.76

833.45

0.65

0.01

(0.32)

(0.46)

(955.68)

(20.98)

(1,779.87)

(39.08)

23.97

0.53

56.12

3.06

797.60

513.61

1,444.27

78.70

17,788.49

2,574.27

14,405.32

1,161.38

1.79

0.04

0.08

0.08

18,652.60

409.50

42,070.87

923.62

10,473.15

229.93

Total
Liabilities

1,244.51

925.36

242,454.56 180,280.91

77.36

4.22

797.99

513.86

479.69

26.14

50,202.74

7,265.12

28,705.16

2,314.26

5,468.42

120.05

9.76

1,350.62

36,554.62

802.52

45,347.05

995.54

41,597.78

913.23

Reserves Total Assets

0.25

INR
MUR

0.12

31,095.06

INR
SDG

4,499.94

3,962.08

INR
RMB

319.43

AED

120.00
5,466.00

INR

10.00

USD

INR

1,351.00

18,857.70

INR
INR

414.00

5,056.05

INR
USD

111.00

INR
USD

682.78
31,100.66

USD

Capital

875.97

44.70

1,629.68

81.25

7,410.93

1,090.63

5,678.15

453.91

Details of
Turn Over
Investments
excluding
(except other income
investment in
subsidiaries)

48.32

9,545.88

3.08

0.16

(1,059.59)

(52.68)

115.74

17.04

(1,753.56)

(139.24)

0.68

0.01

(0.32)

(0.46)

(824.97)

(17.96)

(1,452.21)

(31.61)

55.58

1.21

48.32

9,545.88

3.08

0.16

(1,059.59)

(52.68)

115.74

17.04

(1,753.56)

(139.24)

0.68

0.01

(0.32)

(0.46)

(1,442.09)

(31.39)

(1,452.21)

(31.61)

55.02

1.19

Profit/
Profit/
(Loss)
(Loss)
before after Prior
taxation
items

10.13

2,002.23

35.24

5.19

0.03

0.00

0.21

0.00

38.19

7,543.65

3.08

0.16

(1,059.59)

(52.68)

80.50

11.86

(1,753.56)

(139.24)

0.65

0.01

(0.32)

(0.46)

(1,442.09)

(31.39)

(1,452.21)

(31.61)

54.81

1.19

Provision Profit / (Loss) Proposed


for after taxation Dividend
Taxation

Place : Mumbai
Date : 22nd April, 2011

Braj Binani
Chairman
P. Acharya
Sr. Executive Director &
Wholetime Director

R. Venkiteswaran
Chief Financial Officer
- Group Control Accounts
Atul P. Falgunia
Company Secretary

For and on behalf of the Board of Directors

BCF had incorporated five companies viz BC Trade Link Limited (Tanzania), Binani Cement Company WLL (Kuwait), Binani Cement Factory (Kenya) LImited, Binani Cement SARL (Djibouti) and Binani Cement (Uganda) Limited on 29th
August 2007, 28th July 2010, 3rd September 2010, 3rd November 2010 & 22nd December 2010 respectively. Their first accounting period would be from the date of incorporation to 31st December 2011. However, their unaudited financial
statements from the date of incorporation to 31st March, 2011 have been considered for consolidation.

31-Dec-2010

31-Dec-2010

31-Dec-2010

31-Dec-2010

31-Dec-2010

31-Dec-2010

31-Dec-2010

31-Mar-2011

31-Mar-2011

31-Dec-2010

31-Dec-2010

31-Dec-2010

Financial year Currency


ended on

2)

Step-down Subsidiary of Bhumi


Resources

Subsidiary of
BCF

Subsidiary of
BCF

Subsidiary of
BCF

Subsidiary of
KHL

Subsidiary of
MHL & MUHL

Subsidiary of
BCL

Subsidiary of
BCL

Subsidiary of
BCL

Subsidiary of
BCL

Subsidiary of
BCL

Subsidiary of
BCL

Relationship

Indian Rupees equivalent figures have been arrived at by applying the year end exchange rates prevailing on 31st December 2010 for all Assets & Liabilities which are as follows: a) for KHL,MHL,MUHL & Bhumi 1USD = Rs. 45.55, b) for SBRCC
1 RMB = Rs. 6.91, c) for BCF(SFZ) & BCCL 1 SGD = Rs.18.35, d) for BCF 1 AED = Rs. 12.40, e) for Anggana 1 IDR = Rs.0.01, f) for BCFM 1 MUR = Rs. 1.55. Revenue items are arrived by applying the average rates prevailing during the year
/ period which are as follows: a) for KHL,MHL & MUHL 1 USD = Rs. 45.94, b) for Bhumi 1 USD = Rs. 46.07, c) for BCF 1 AED = Rs. 12.51, d) for SBRCC 1 RMB = Rs. 6.80, e) for BCF (SFZ) 1 SGD = Rs.20.06, f) for BCCL 1 SDG = Rs 19.60,
g) for Anggana 1 IDR = Rs. 0.00506

Indonesia

Republic of
Sudan

Mauritius

Republic of
Sudan

China

United Arab
Emirates

Singapore

India

India

British Virgin
Islands

British Virgin
Islands

Singapore

Country of
Incorporation

1)

Notes

Krishna Holdings Pte.


Ltd.(KHL)

Sr. Name of the Subsidiary


No. Company

SUMMARISED FINANCIAL INFORMATION IN RESPECT OF SUBSIDIARIES OF THE COMPANY IN COMPLIANCE WITH THE EXEMPTION GRANTED BY THE MINISTRY OF CORPORATE
AFFAIRS UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956.
(Amount in Lakhs)

Binani Cement Limited

(Subsidiary of Binani Industries Limited)

99

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

NOTES

100

Binani Cement Limited


(Subsidiary of Binani Industries Limited)

BINANI CEMENT LIMITED


Registered Office: 37/2, Chinar Park, New Rajarhat Main Road, P.O. Hatiara, Kolkata 700 157
Corporate Office: Mercantile Chambers, 12, J.N. Heredia Marg, Ballard Estate, Mumbai 400001
CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE

(1)

Name(s) of Shareholder(s)
(including joint holders, if any)

(2)

Registered address of the sole/


first named shareholder

(3)

Registered folio No./DP ID No./Client ID No.*


(*Applicable to investors holding shares in
dematerialized form)

(4)

No. of Shares held

(5)

I / we hereby exercise my/our option to receive the documents such as Notice of Annual General Meeting, Audited Financial
Statements, Balance Sheet, Profit & Loss Account, Directors Report, Auditors Report, Explanatory Statement etc., in electronic
mode pursuant to the Green Intiative by the Ministry of Corporate Affairs vide circular dated 29th April, 2011

(6)

My email id is:

Place:
Date:

____________________________________________
(Name and Signature of the Member

101

an n u al repor t 2 0 1 0 - 2 0 1 1

Binani Cement Limited

TH
IS

PA
GE

HA

BE

EN

IN

TE

TI

ON

AL

LY

LE

FT

BL
AN

(Subsidiary of Binani Industries Limited)

102

This Proxy Form must be deposited at the Registered Office of the


Company, not later than 48 hours before the time of the meeting.

Affix
Revenue
Stamp

ii) A Proxy need not be a member.


*Applicable for Investors holding shares in Electronic Mode.

i)

Note

Client Id* ___________

DP. Id* ___________

Folio No. ___________

Signature(s) of
the Member(s)

Signed this ____________ day of ____________2011

______________________________________________________________
as my/our Proxy to attend and vote for me/us and on my/our behalf at
the FIFTEENTH ANNUAL GENERAL MEETING of the Company to be held
at 3.45 P.M. or immediately after the Eleventh Annual General Meeting
of Binani Zinc Limited if it concludes after 3.45 p.m on Monday the 27th
June, 2011 and at any adjournment thereof.

in the district of_________________________________________________

of____________________________________________________________

______________________________________________________________

of _________________ in the district of _________________ or failing him

______________________________________________________________

being a Member/Members of BINANI CEMENT LIMITED hereby appoint

of __________________in the district of _________________________

I/We _________________________________________________________

ATTENDANCE SLIP

PROXY FORM

* Applicable for Investors holding shares in Electronic Mode.

Signature of the Members of Proxy/Representative.

Name of Proxy/Representative (in Block Letter)


(To be filled in if the Proxy attends instead of the Member)

DP ID* _____________________ Client Id*___________________________

Folio No. _____________________________________________________

No. of Shares held _____________________________________________

Name of the Member ___________________________________________

I hereby record my presence at the FIFTEENTH ANNUAL GENERAL


MEETING at Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020
on Monday, the 27th June 2011 at 3.45 p.m or immediately after the
conclusion of the 11th Annual General Meeting of Binani Zinc Limited if
Meeting concludes after 3.45 p.m.

(To be handed over at the entrance of the Meeting Hall)

Binani Cement Limited


Registered Office: 37/2, Chinar Park, New Town, Rajarhat Main Road,
P.O. Hatiara, Kolkata -700 157

Binani Cement Limited

Registered Office: 37/2, Chinar Park, New Town, Rajarhat Main Road,
P.O. Hatiara, Kolkata -700 157

Binani Cement Limited

(Subsidiary of Binani Industries Limited)

103

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