Escolar Documentos
Profissional Documentos
Cultura Documentos
BOARD OF DIRECTORS
OVERSEAS SUBSIDIARIES:
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.
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.
5.
6.
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
7.
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
13
26
30
60
63
64
96
98
99
101
103
an n u al repor t 2 0 1 0 - 2 0 1 1
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.
2.
3.
4.
5.
6.
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
(v)
b)
c)
d)
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. 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)
Banking
26.6.2009 at AGM
B.A (Specialisation in
Economics)
Coordination in Cement
Marketing
Nil
Nil
an n u al repor t 2 0 1 0 - 2 0 1 1
DIRECTORS REPORT
Dear Shareholders,
PROJECT OVERVIEW :
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
d)
the annual accounts for the year ended March 31, 2011 have
been prepared on a going concern basis.
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.
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
b)
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
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
32
17.11.2008
Executive Director
Dalmia Cement (Bharat) Ltd.
56
President
(Corporate Affairs)
34
10.10.2005
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.
4.
None of the above employees are relatives of the Directors of the Company.
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
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
2009-10
74.36
2009-10
0.11
an n u al repor t 2 0 1 0 - 2 0 1 1
40000
35000
30000
Rs. in Lacs
45000
40800
24484
25000
20000
15657
15000
15456
10000
5000
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
174,335
187,216
-7
EBIDTA
28,521
59,178
-52
Cash Profit
18,177
51,327
-65
8,227
40,800
-80
9,051
28,192
-68
EBIDTA (Rs./Lacs)
65000
2009-10.
59178
55000
Rs. in Lacs
45000
34698
35000
25000
15000
5000
30639
28521
13515
10733
9796
10178
10135
01
-0
2
02
-0
3
03
-0
4
04
-0
5
05
-0
6
YEAR
10
bottom-line.
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
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
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
3000
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
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
11
an n u al repor t 2 0 1 0 - 2 0 1 1
12
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)
Name of Director
Executive Director
Independent Directors
Mr. S. Padmakumar
Dr. V. C. Shah
Mr. V. Subramanian
Mr. Ramkrishna Moogimane
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. 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
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
Yes
Yes
Mr. V. Subramanian
Yes
Mr. M. K. Chattopadhyaya
Yes
14
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
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.
1.
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)
Salary
Commission
Perquisites
Provident
Fund
Retirement
Benefits
Total
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
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.
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.
f)
g)
h)
Disclosures of Accounting Treatment wherever applicable have been made in the Audited Financial Accounts for the year ended
31.03.2011.
i)
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
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)
(ii)
(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
2008
12th AGM
11.40 a.m
No.
2009
13th AGM
11.30 a.m
No.
2010
14th AGM
11.30 a.m
18
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)
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.
(ii)
Financial Year
Financial Results
(iii)
(iv)
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
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
120.00
25000
100.00
20000
80.00
15000
60.00
10000
40.00
BSE Sensex
5000
20.00
0.00
0
Apr- May- Jun10
10
10
SENSEX High
SENSEX Low
20
No. of Shareholders
% of Shareholders
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
34
0.18
184210678
97.67
18954
100.00
188601274
100.00
TOTAL
Pattern of Shareholding as on 31st March, 2011
(I)
(a)
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)
(1)
Indian
(a)
100
(b)
(c)
Bodies Corporate
179184078
179184078
95.01
95.01
80140000
44.72
(d)
(e)
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
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)
Sub-Total (A)(2)
179184178
179184078
95.01
95.01
80140000
44.72
(B)
Public Shareholding
NA
NA
(1)
Institutions
NA
NA
(a)
NA
NA
193925
193925
0.10
0.10
(b)
3549786
3549786
1.88
1.88
(c)
(d)
(e)
Insurance Companies
(f)
762132
762132
0.40
0.40
(g)
(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)
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)
(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
18946
9417096
9415688
4.99
4.99
NA
NA
TOTAL (A)+(B)
18954
188601274
188599766
100
100
NA
NA
18954
188601274
188599766
100
100
22
96
215
1.
23
an n u al repor t 2 0 1 0 - 2 0 1 1
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.
3.
4.
5.
6.
7.
8.
24
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.
ANNEXURE - E
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.
25
an n u al repor t 2 0 1 0 - 2 0 1 1
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.
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.
26
(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
(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
6.77
2000-01
Commissioner of Custom,
Kandla
1.78
2001-02
21.89
2000 to 2006
CESTAT, Delhi
4.92
2006 to 2008
Commissioner (Appeals),
Jaipur II
2.91
2008 to 2010
Commissioner (Appeals),
Jaipur II
28
Amount
Period to which the
(Rs. in Lakhs)
amount relates
34.70
2006-07
43.58
2008 to 2010
CESTAT, Delhi
Commissioner (Appeals),
Jaipur II
7.20
2007-08
CESTAT, Delhi
70.21
1997-98
10.20
1996-97
0.50
2005-06
2009-10
8.64
2009-10
Additional Commissioner
(Appeals), Ghaziabad
811.00
2006 to 2011
925.30
2008 to 2011
M R Cess
13,327.19
1998-99
18,734.27
2007 to 2011
301.11
2004-08
(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.
29
an n u al repor t 2 0 1 0 - 2 0 1 1
SCHEDULE
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
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
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
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
Braj Binani
Chairman
Atul P. Falgunia
Company Secretary
P. Acharya
Sr. Executive Director &
Wholetime Director
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
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
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
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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.
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
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
214.18
82.80
131.38
102.31
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)
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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
1,355.79
1,346.00
5.00
6,986.60
5,009.32
14,001.96
5,128.68
39.76
15,798.84
2,020.43
2,616.41
2,616.41
20,606.63
16,453.27
5,441.74
2,325.37
5.00
5.00
54,611.62
37,457.20
TOTAL
Purchased
Sold
10
142,785,238
142,785,238
Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div
10
46,027,063
46,027,063
10
75,624,879
75,624,879
10
4,001,811
4,001,811
35
an n u al repor t 2 0 1 0 - 2 0 1 1
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
10
11,464,166
11,464,166
10
11,566,321
11,566,321
10
232,663,832
232,663,832
10
92,214,792
92,214,792
10
6,525,977
6,525,977
10
7,991,430
7,991,430
10
7,507,854
7,507,854
10
7,503,375
7,503,375
10
80,169,198
80,169,198
10
104,301,749
104,301,749
10
25,854,978
25,854,978
10
96,952,812
96,952,812
10
213,281,292
213,281,292
10
175,534,733
175,534,733
10
132,347,029
132,347,029
10
88,644,484
88,644,484
10
9,998,805
9,998,805
10
5,027,650
5,027,650
10
10,004,825
10,004,825
10
84,057,312
84,057,312
10
45,818,167
45,818,167
1,000
400,319
400,319
10
8,956,849
8,956,849
10
4,839,566
4,839,566
10
14,859,959
14,859,959
SBNNP Ultra Short Term Fund Super Inst. Daily Dividend Reinvestment
10
4,993,301
4,993,301
10
9,972,733
9,972,733
10
37,445,531
37,445,531
10
2,499,710
2,499,710
36
Purchased
10
10,995,180
10,995,180
1,000
882,983
882,983
1,000
758,619
758,619
1,000
64,841
64,841
10
15,003,205
15,003,205
10
11,517,471
11,517,471
10
201,891,924
201,891,924
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
10
74,705,661
74,705,661
10
6,520,800
6,520,800
1,000
50,023
50,023
1,000
99,980
99,980
1,000
50,036
50,036
10
50,000
10
50,000
7,000,000
11,000,000
41,312,000
8,900,000
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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
2.58
13,720.00
16,541.23
Deposit Accounts
9,318.75
14,394.75
23,046.71
30,943.59
37
an n u al repor t 2 0 1 0 - 2 0 1 1
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2011
SCHEDULE - 7 (Contd.)
(Rs. Lakhs)
PARTICULARS
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
5,500.00
9,032.42
2,195.63
2,537.22
2,360.12
1,709.37
1,709.37
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
SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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).
(Rs. Lakhs)
SCHEDULE - 10
RAW MATERIALS, PACKING MATERIALS AND GOODS
CONSUMPTION
Raw Materials Consumed (Including Direct Mining cost)
10,753.11
9,877.27
4,712.11
4,198.42
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED 31ST MARCH, 2011
(Rs. Lakhs)
PARTICULARS
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
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
ii)
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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.
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
6,250,000
6,250,000
Actual Production
5,458,050
5,280,099
4,479,215
4,406,478
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
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.
49
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
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
(Rs. Lakhs)
For the year ended 31st March, 2010
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
(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
(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.
(Rs Lakhs)
For the year ended
31st March, 2011
8,226.95
42,161.24
65.83
60.64
23.00
18.00
311.79
619.28
Donation
100.05
75.00
8,727.61
42,934.15
436.38
2,146.71
87.28
429.34
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
13
Capital Goods
1,121.21
1,403.97
1,199.89
1,724.05
Particulars
14
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
2.50
2.50
9.43
5.93
Reimbursement of expenses
0.92
0.57
27.85
24.00
TOTAL
51
an n u al repor t 2 0 1 0 - 2 0 1 1
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
2,546.57
2,750.27
61.23
447.10
28.84
1.55
1.22
307.47
88.57
Particulars
Balance Brought forward
Power and Fuel
Other Operating Expenses
Repairs and Maintenance - Others
114.56
132.79
8.27
5.52
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
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
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
(1,934.32)
(2,016.55)
TOTAL
(1,934.32)
(2,016.55)
18,998.65
18,676.10
Particulars
a)
b)
18,677.00
15,542.00
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)
b)
Currency
As at 31st March,
2011
As at 31st March,
2010
5,602.31
USD
3,895
DKK
1.30
0.24
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
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)
Particulars
(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)
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
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
24
10/4.63
10/13.71
EMPLOYEE BENEFITS :
a)
b)
Particulars
I
Gratuity Funded
55.92
46.76
96.06
(15.45)
26.68
22.31
(41.35)
(27.97)
Interest Cost
Employee Contributions
14.28
117.43
Settlement Cost
Total Expenses
55.53
158.52
96.06
(15.45)
56
(Rs Lakhs)
II
500.17
444.10
186.97
90.91
524.63
516.88
24.46
72.78
Net Asset/(Liability)
24.46
72.78
(186.97)
(90.91)
Gratuity Funded
III
444.10
278.85
90.91
106.36
96.06
(15.45)
55.92
46.76
Interest Cost
26.68
22.31
Settlement Cost
186.97
90.91
Employee Contributions
11.66
117.42
Benefits Payments
(38.19)
(21.24)
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
516.88
288.19
IV
2
3
Settlements
Contributions by Employer
221.96
(38.19)
(21.24)
4.59
41.35
27.97
524.63
516.88
57
an n u al repor t 2 0 1 0 - 2 0 1 1
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
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)
ii)
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.
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
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
Braj Binani
Chairman
Atul P. Falgunia
Company Secretary
P. Acharya
Sr. Executive Director &
Wholetime Director
59
an n u al repor t 2 0 1 0 - 2 0 1 1
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
(Rs Lakhs)
PARTICULARS
A.
8,226.93
42,161.24
9,950.27
9,166.20
10,343.56
7,850.58
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
(5,922.07)
(3,888.36)
18,994.69
44,777.89
(13,647.68)
(12,599.59)
56.09
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)
272.58
395.01
(10,045.69)
(9,332.67)
(13,050.00)
15,000.00
(5,000.00)
(29,000.00)
(411.83)
6,548.35
60
8,013.34
(23,008.89)
C.
1,272.55
(5,175.30)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
(Rs Lakhs)
For the year ended
31st March, 2011
(7,896.88)
22,222.13
E.
30,943.59
8,721.46
F.
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
Cash in hand
5.38
7.61
2.58
Current Accounts
13,720.00
16,541.23
Deposit Accounts
9,318.75
14,394.75
23,046.71
30,943.59
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.
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
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
PART IV
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I
REGISTRATION DETAILS
Registration No.
III
State Code
Rights Issue
Bonus Issue
Private Placement
Total Assets
Unsecured Loans
Investments
5 %
SOURCES OF FUNDS
Paid up Capital
Secured Loans
Trade Deposits
APPLICATION OF FUNDS
Net Fixed Assets
Total Expenditure
Dividend Rate %
GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No. (ITC Code)
62
Product Description
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.
63
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
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
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)
33,729.97
263,896.96
15,554.60
261,511.20
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
Braj Binani
Chairman
Atul P. Falgunia
Company Secretary
P. Acharya
Sr. Executive Director &
Wholetime Director
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
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
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
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
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010
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
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010
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
19.79
156,046.89
32.03
138,560.19
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
Sales/Transfers/
Adjustments during
the year/period
Foreign currency
translation reserve
(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
3,838.78
(23.20)
650.34
3,211.64
(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
310.37
0.67
121.95
187.75
1.11
102.31
Capital
Work In
Progress
including
advance
towards
Capital
Works
Rs. in Lakhs
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
7.76
0.58
7.18
65.54
9.21
56.33
Leasehold
Land
NET BLOCK
DEPRECIATION AND
AMORTISATION
1,357.96
256.16
1,101.80
Freehold
Land
GROSS BLOCK
Particulars
SCHEDULE 5
SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011
Rs. In Lakhs
As at 31st March, 2010
0.38
ii)
2,325.37
5,088.90
4,559.79
461.99
TOTAL
12,436.44
B)
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
10
75,624,879
75,624,879
10
4,001,811
4,001,811
10
11,464,166
11,464,166
10
11,566,321
11,566,321
10
232,663,832
232,663,832
10
92,214,792
92,214,792
10
6,525,977
6,525,977
10
7,991,430
7,991,430
10
7,507,854
7,507,854
10
7,503,375
7,503,375
10
80,169,198
80,169,198
10
104,301,749
104,301,749
10
25,854,978
25,854,978
10
96,952,812
96,952,812
10
213,281,292
213,281,292
10
175,534,733
175,534,733
69
an n u al repor t 2 0 1 0 - 2 0 1 1
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
10
88,644,484
88,644,484
10
9,998,805
9,998,805
10
5,027,650
5,027,650
10
10,004,825
10,004,825
10
84,057,312
84,057,312
10
45,818,167
45,818,167
1,000
400,319
400,319
10
8,956,849
8,956,849
10
4,839,566
4,839,566
10
14,859,959
14,859,959
SBNNP Ultra Short term Fund Super Inst. Daily Dividend Reinvestment
10
4,993,301
4,993,301
10
9,972,733
9,972,733
10
37,445,531
37,445,531
10
2,499,710
2,499,710
10
10,995,180
10,995,180
1,000
882,983
882,983
1,000
758,619
758,619
1,000
64,841
64,841
10
15,003,205
15,003,205
10
11,517,471
11,517,471
10
201,891,924
201,891,924
10
74,705,661
74,705,661
10
6,520,800
6,520,800
1,000
50,023
50,023
1,000
99,980
99,980
1,000
50,036
50,036
10
50,000
10
50,000
7,000,000
11,000,000
41,312,000
8,900,000
70
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
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
764.90
1,208.10
For Gratuity
105.30
116.58
213.75
132.92
5,799.22
13,315.94
59,694.49
60,933.75
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
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
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).
72
214,270.27
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
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
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
3,497.34
4,088.23
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
73
an n u al repor t 2 0 1 0 - 2 0 1 1
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
3,708.51
351.43
422.51
493.90
179.83
5,674.14
4,310.85
Rent
604.90
358.30
Insurance
491.87
242.53
596.11
732.52
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)
149.22
2,632.47
1,725.00
2,837.66
2,457.92
311.79
619.28
3,409.36
2,830.46
58,031.46
46,572.91
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
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
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)
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.
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(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.
(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)
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
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)
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)
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)
b)
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.
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(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.
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)
78
(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
10
11
12
13
14
15
16
17
Country of
Incorporation
Singapore
% of
Share
Holding
100%*
Accounting Year /
Period considered for
consolidation
Jan.10 - Mar.11
Subsidiary of BCL
-do-
100%
Jan.10 - Mar.11
-do-
100%
Jan.10 - Mar.11
-do-
India
100%
-do-do-
India
Singapore
100%
100%
Step-down Subsidiary of
BCL. (Subsidiary of KHL)
China
90%
Step-down Subsidiary of
BCL. (Subsidiary of MHL
& MUHL)
Step-down Subsidiary of
BCL. (Subsidiary of Binani
Cement Factory LLC,)
Dubai
-do-
100%
Jan.10 - Mar.11
Kuwait
100%
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%
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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
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
(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)
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)
Quality claims Rs. 1.80 Lakhs (Previous Year Rs. 1.73 Lakhs)
(ii)
Road Tax Penalty Rs. Nil (Previous Year Rs. 4.24 Lakhs)
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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.
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
C)
D)
Assignment of bank guarantees provided by customers and issued by reputed local banks.
86
E)
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.
F)
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
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)
355.04
195.15
iv)
154.94
v)
610.62
vi)
47.43
vii)
Insurance Claim
755.23
333.15
19.46
18.86
1,055.65
x)
972.96
xi)
Miscellaneous Income
341.97
277.39
3,386.54
3,288.87
TOTAL
87
an n u al repor t 2 0 1 0 - 2 0 1 1
10
Managerial Remuneration
(Rs Lakhs)
BCL:
Particulars
Salary
45.38
5.94
5.45
Perquisites **
10.39
9.82
23.00
18.00
140.00
78.65
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
Statutory Auditors
Statutory Audit Fees
26.31
22.41
2.50
2.50
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
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
2,750.27
2,546.57
273.90
(203.70)
2,820.47
2,546.57
14
937.70
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
20,932.97
20,692.65
Total
20,932.97
20,692.65
(1,934.32)
(2,016.55)
Total
(1,934.32)
(2,016.55)
18,998.65
18,676.10
18,677.00
15,542.00
321.65
3,134.10
Rounded off
322.00
3,135.00
Currency
As at 31st March,
2011
As at 31st March,
2010
USD
3,895
5602
DKK
1.30
0.24
USD
21.53
89
an n u al repor t 2 0 1 0 - 2 0 1 1
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)
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
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)
90
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
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
Particulars
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)
Enterprises
where Key
Management
Personnel has
got significant
influence
(3,532.42)
(474.77)
Fellow
Companies under
Subsidiary common ownership
/ Step down / and / or common
Subsidiary
management
control
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
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.
18
Profit/(Loss) for the year after tax & before Minority Interest
19
1,779.26
29,246.88
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
10/-
10/-
0.91
14.22
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
55.92
46.76
96.06
(15.45)
Interest Cost
26.68
22.31
Employee Contributions
(41.35)
(27.97)
14.28
117.43
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
an n u al repor t 2 0 1 0 - 2 0 1 1
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
1
2
3
4
5
6
7
8
9
VI
Actuarial Assumptions :
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%
8%
8%
Salary Escalation
7%
7%
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.
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
Braj Binani
Chairman
Atul P. Falgunia
Company Secretary
P. Acharya
Sr. Executive Director &
Wholetime Director
95
an n u al repor t 2 0 1 0 - 2 0 1 1
CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
Rs. In Lakhs
PARTICULARS
96
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
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
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.
Rakesh Rathi
Partner
Membership No. 45228
Jayesh Parmar
Partner
Membership No. 45375
Place : Mumbai
Date : 22nd April, 2011
Place : Mumbai
Date : 22nd April, 2011
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
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
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
Subsidiary of
BCL
4
A)
Subsidiary of
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)
Swiss Merchandise
Infrastructure Limited
(Swiss)
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
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
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
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
2)
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
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)
99
an n u al repor t 2 0 1 0 - 2 0 1 1
NOTES
100
(1)
Name(s) of Shareholder(s)
(including joint holders, if any)
(2)
(3)
(4)
(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
TH
IS
PA
GE
HA
BE
EN
IN
TE
TI
ON
AL
LY
LE
FT
BL
AN
102
Affix
Revenue
Stamp
i)
Note
Signature(s) of
the Member(s)
______________________________________________________________
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.
of____________________________________________________________
______________________________________________________________
______________________________________________________________
I/We _________________________________________________________
ATTENDANCE SLIP
PROXY FORM
Registered Office: 37/2, Chinar Park, New Town, Rajarhat Main Road,
P.O. Hatiara, Kolkata -700 157
103