Binani Cement

Binani Cement Limited
BOARD OF DIRECTORS
(A subsidiary of Binani Industries Limited)
PLANT LOCATIONS
1. Binani Cement Limited Binanigram, Pindwara, Sirohi, Rajasthan 307031. 2. 3. 4. Binani Cement Limited Village : Sirohi, Taluka : Neem Ka Thana District : Sikar Rajasthan. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China. Binani Cement Factory LLC Jebel Ali, Dubai, UAE
Mr. Braj Binani Chairman Mrs. Nidhi Singhania Mr. V. Subramanian Mr. Ramakrishna Moogimane Mr. P. Acharya - Wholetime Director upto 15th July 2013 Mr. T.R.C.Nair Miss Shradha Binani effective 5th August, 2012 Mr. S.Sridhar effective 5th August, 2012
AUDIT COMMITTEE
Mr. Ramakrishna Moogimane Mr. V. Subramanian Mr. T.R.C. Nair
EXECUTIVE DIRECTOR & CFO GROUP CONTROL ACCOUNTS (Nominated by Holding Company)
Mr. R. Venkiteswaran Mr. Atul P. Falgunia
COMPANY SECRETARY AUDITORS
MARKETING OFFICES
1. 2. 3. 4. 5. 6. 7. 705-706, Sakar II, Ellisbridge, Ahmedabad 380 006 231,233,235, Ansal Chambers II, 6, Bhikaji Cama Place, Delhi 110 066 Miracle, 22, Shubham Enclave Parivahan Marg, C Scheme, Jaipur 302 001 Flat no. 2&3, Jeet Apartments, Airport Road, Ratanada, Jodhpur 342001 B-211, Second Floor, Pacific Business Park, Plot No. 37/1, Site IV, Sahibabad, Ghaziabad - 201010 (U.P.) 401, Krishna Building, 4th Floor, 224-A, A.J.C. Bose Road, Kolkata -700 017. Feltham House, 1st Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001.
M/s. Kanu Doshi Associates
TERM LENDERS & BANKERS

Bank of Baroda Central Bank of India Canara Bank Dena Bank Indian Overseas Bank IDBI Bank Limited Jammu & Kashmir Bank Limited Oriental Bank of Commerce Punjab National Bank State Bank of Patiala State Bank of Bikaner & Jaipur Syndicate Bank State Bank of India Unicredit Bank AG Union Bank of India United Bank of India Yes Bank Limited
CONTENTS Page
Notice for the 17th Annual General Meeting Directors Report, Management Discussion & Analysis Report Corporate Governance Report Auditors Report on Standalone Financial Statements Standalone Financial Statements Auditors Report on Consolidated Financial Statements Consolidated Financial Statements Abstract of Financial Statements of Subsidiaries Green Initiative Proxy Form & Attendance Slip for 17th Annual General Meeting 2-5 6-14 15-22 23-25 26-58 59 60-91 92 93-94 95
M/s Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (w) Mumbai - 400 078.
REGISTRAR & SHARE TRANSFER AGENTS
REGISTERED OFFICE
601, Axis Mall, C Block, Action Area-1, New Town, Rajarhat, Kolkata-700 156.
CORPORATE & MUMBAI OFFICE

Mercantile Chambers, 12, J.N. Heredia Marg, Ballard Estate, Mumbai 400 001.
an n u al report 201 2 - 1 3
NOTICE TO SHAREHOLDERS
Notice is hereby given that the 17th Annual General Meeting of the Members of the Company will be held on Saturday, 28th September, 2013 at 2.15 p.m or immediately after the conclusion of the 13th Annual General Meeting of Binani Zinc Limited if the meeting concludes after 2.15 p.m., at Kala Mandir, 48, Shakespeare Sarani, Kolkata -700 017, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2013 and the Statement of Profit & Loss for the year ended on that date together with the Reports of the Directors and Auditors thereon. To appoint a Director in place of Mr. Ramkrishna Moogimane, who retires by rotation and being eligible, offers himself for reappointment. To appoint a Director in place of Mrs. Nidhi Singhania, who retires by rotation and being eligible, offers herself for reappointment. 257 of the Companies Act, 1956, proposing Mr. S. Sridhars candidature for the office of the Director, be and he is hereby appointed as a Director of the Company, liable to retire by rotation. 7. To consider, and if thought fit, to pass, with or without modification(s), the following Resolution, as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions, if any of the Companies Act, 1956 and Rules framed thereunder and subject to such approvals and permissions as may be necessary, the Articles of Association of the Company be altered as under by inserting the following new Articles/Sub-Articles: a. Article 67A after existing Article 67 For the purpose of quorum at any General Meeting participation by Members in General Meeting through video conferencing or through any other electronic or such other media as permitted by applicable laws from time to time, shall be considered as valid. b. Article 76 (3) after Article 76(2) The voting in a General Meeting or by Postal Ballots shall also include electronic voting as permitted by the applicable laws from time to time. c. Article 111A after existing Article 111 For the purpose of quorum, participation by Directors at any Board Meeting or Committee Meeting through video conferencing or through any other electronic or other media, as permitted by applicable laws from time to time, shall be considered as valid. d. sub-Article 161 (3) after existing Article 161 (2) Notwithstanding anything contrary contained in the Articles of Association, the Company may send any communication including Notice of General Meeting, Annual Reports to any person by electronic mode, as may be permitted under the law. RESOLVED FURTHER THAT the Board of Directors of the Company be and it is hereby authorized to take all such steps, as may be necessary to give effect to this Resolution. By Order of the Board For Binani Cement Limited
2.
3.
4 To reappoint M/s Kanu Doshi Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and authorize the Board of Directors / Audit Committee to fix their remuneration. SPECIAL BUSINESS: 5. To consider and if thought fit, to pass, with or without modification(s), the following, as an Ordinary Resolution RESOLVED THAT Miss Shradha Binani who was appointed as an Additional Director by the Board of Directors and who in terms of Section 260 of the Companies Act, 1956 read with Article 85, 85A and Article 89 of the Articles of Association of the Company, holds such office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice alongwith a deposit of ` 500 /- from a Member of the Company under Section 257 of the Companies Act, 1956 proposing Miss Shradha Binanis candidature for the office of the Director, be and she is hereby appointed as a Director of the Company, liable to retire by rotation. To consider and if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution RESOLVED THAT Mr. S. Sridhar who was appointed as an Additional Director by the Board of Directors and who in terms of Section 260 of the Companies Act, 1956 read with Article 85, 85A and Article 89 of the Articles of Association of the Company, holds such office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice alongwith a deposit of ` 500 /- from a Member of the Company under Section
6.
Atul P. Falgunia Company Secretary Place : Mumbai Date : 27th July, 2013

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. 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.
2.
10. The Ministry of Corporate Affairs, Government of India, vide Circular No. 17/2011 has allowed service of documents by e-mode as a part of Green initiative. Members are requested to register their e-mail addresses with the Companys Registrar & Share Transfer Agents M/s. Link Intime India Pvt. Limited Unit: Binani Cement Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 for the purpose of service of documents under Section 53 of the Companies Act, 1956 11. The Annual Accounts of the Company and all its subsidiaries, have also been posted on the Companys website www.binani.com. Any Member may access the Companys website for the Annual Accounts of the Company and its Subsidiaries and also available for inspection at the Registered Office and Corporate Office of the Company. 12. Members are requested to: a) notify promptly any change in their address and send all correspondence relating to shares including requests for transfers, change of status, change of mandate, fresh mandate etc either to the Company at its Registered Office or to the Companys Registrar and Share Transfer Agents M/s Link Intime Pvt. Limited. Unit: Binani Cement Limited, C-13 Pannalal Silk Mills Compound, L.B.S .Marg, Bhandup (W), Mumbai -400 071, Tel. No. 022-25946970 - Fax: 02225946969 E-mail: rnt.helpdesk@linkintime.co.in b) notify the change in the address and change in the bank mandate to the concerned Depository Participants only if the shares are held in dematerialized form.
3. No person shall be entitled to attend or vote at the meeting as a duly authorized representative of any body corporate which is a Member of the Company, unless a certified copy of the Resolution appointing him/her as duly authorized representative has been deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting. 4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 23rd September, 2013 to Saturday , 28th September, 2013 (both days inclusive). 5. Those Members who have not encashed their Dividend Warrants for the Financial Year ended 31st March, 2007, 31st March, 2008 , 31st March, 2009, 31st March, 2010 and 31st March, 2011 may lodge a claim with the Company failing which the balance will be transferred to the Investor Education and Protection Fund established by the Central Government on or before 07.08.2014, 04.08.2015, 07.08.2016, 06.08.2017 and 06.08.2018 respectively. After the above dates, the Members are not entitled to claim the amount pursuant to the existing provisions of Section 205 C (2) of the Companies Act, 1956. A brief profile in respect of the Directors proposed to be reappointed under item nos. 2 and 3 of the Notice is annexed hereto and forms part of this Notice. Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of item nos. 5, 6 and 7 of the Notice alongwith a brief write up about the Director proposed to be appointed are also annexed hereto. The documents, as required under the provisions of the Companies Act, 1956, will be available for inspection during working hours from 11.00 a.m. to 1.00 p.m. at the Registered Office of the Company on any working day except Saturdays and Sundays upto the date of the Annual General Meeting. The practice of distributing copies of Annual Reports at the Annual General Meeting has been discontinued as a measure of economy. Members are therefore, requested to bring their copy of the Annual Report and Attendance Slip duly completed to the Meeting.
6.
c) send their queries, if any, at least 15 days in advance of the meeting at the Companys Registered Office so that information can be made available at the meeting. d) fill in the Attendance Slip for attending the meeting and those who hold the shares in dematerialized form are requested to bring their client ID and DPID for identification of attendance at the meeting. Explanatory Statement under Section 173 (2) of the Companies Act, 1956. Item No. 5 Miss Shradha Binani was appointed as an Additional Director on the Board effective 5th August, 2012 at the Meeting of the Board of Directors held on 20th July, 2012. She holds office as Director upto the date of this Annual General Meeting. The Company has received a notice from a Member alongwith a deposit of ` 500/proposing her appointment, as a Director of the Company.
7.
8.
9.
Miss Shradha Binani, aged 25 years, holds a Bachelors Degree in Science and International Politics from the City University, London. She belongs to the Promoter Group and is advising on the International operations of Glass Fibre business. She has, during her studies, undertaken keen interest in international marketing and has been associated with acquisition of 3B Fibreglass, Europe, the rebuild of furnace and expansion of capacity in Glassfibre business of the Group. In addition to Binani Cement Limited, Miss Shradha Binani is also a Director of Binani Industries Limited and Alternate Director in Binani Metals Limited. The Board believes that Miss Shradha Binanis knowledge and valuable guidance would be beneficial to the Company. Therefore, your Directors recommend appointment of Miss Shradha Binani, as Director of the Company. Except Mr. Braj Binani and Mrs Nidhi Singhania, none of the Directors is in any way concerned or interested in this Resolution. Item No. 6 As part of the continous endeavor to broadbase the Board by inducting professionals from diverse field, Mr. S. Sridhar was appointed as an Additional Director on the Board effective 5th August, 2012 at the Meeting of the Board of Directors held on 20th July, 2012. He holds office as Director upto the date of this Annual General Meeting. The Company has received a notice from a Member alongwith a deposit of ` 500 /- proposing appointment of Mr. S. Sridhar, as a Director of the Company. Mr. S. Sridhar, aged 62 years, holds degree from IIT, Delhi and did his Masters from Jamnalal Bajaj Institute of Management Studies, Mumbai. He is a banker with more than 38 years experience in Commercial and Development Banking of which 10 years has been at CEO/Board level. He had been the Chairman and Managing Director of Central Bank of India until May 2011 and also of National Housing Bank. He is widely acknowledged to be a innovative, market oriented banker and strategic thinker providing transformational leadership to the organizations he has worked. Mr. Sridhar has been a pioneer in championing the concept of affordable housing in India and contributed significantly to public policy formulation.
Mr. S. Sridhar is a Director on the Board of Directors of Strides Arcolab Limited, Ferro Alloys Corporation Limited, Development Credit Bank Limited, Sewa Grih Rin Private Limited, J.P. Morgan Mutual Fund India Private Limited and Incube Trustee Company Private Limited. Mr. S. Sridhars knowledge, expertise and valuable guidance could be of immense benefit to the Company. Hence, your Directors recommend appointment of Mr. S. Sridhar as Director of the Company. Except for Mr. S. Sridhar, none of the Directors is in any way concerned or interested in this Resolution. Item No. 7 The Ministry of Corporate Affairs (MCA) vide Circular No. 27/2011 and 28/2011 dated 20th May, 2011 and Circular No. 35/2011 dated 6th June, 2011 permitted Companies to hold Board Meetings and Shareholders Meeting through Video Conference facility. However, participating through Video Conference facility at Shareholders Meeting is currently optional. Further, MCA vide Circular No. 17/2011 dated 21st April, 2011 allowed Companies to service of documents such as Notices/other communications as required under Section 53 of the Companies Act, 1956 through electronic mode provided that Company has obtained e.mail addresses of its Members by giving advance opportunity to shareholders to register their e.mail address. To implement the above, alteration It is proposed to the Articles of Association by inserting enabling provisions as set out in Special Resolution under Item no. 7. In terms of Section 31 of the Companies Act, 1956 approval of the Members by way of Special Resolution is necessary to alter the Articles of Association of the Company. The Directors recommend the passing of the Special Resolution. None of the Directors is concerned or interested in the Resolution. The Articles of Association of the Company, incorporating the proposed alteration will be available for inspection by the Members of the Company during working hours from 11.00 a.m to 1.00 p.m at the Registered Office of the Company on any working day except Saturdays and Sundays upto the date of this Meeting.
PROFILE OF THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 2 and 3 OF THE NOTICE DATED 23rd APRIL, 2013
Name of the Director Date of Birth Date of appointment on the Board as Director Expertise in specific functional areas Qualification Mr. Ramkrishna Moogimane 69 23rd October, 2008 Financial Consultant/Advisor M.A, LLB. Mrs. Nidhi Singhania 29 23rd April, 2009 Coordination in International Operations of Group B.A with specialisation in Economics Nil Binani Industries Limited Binani Metals Limited Nil
Number of Equity shares held in the Company by the Nil Director or for other persons on a beneficial basis List of outside Directorships held St. Gobain Securit India Limited Summit Securities Limited
Chairman/Member of the Committees of Board of Chairman Audit Committee Directors of the Company Member Remuneration Committee Member Investor Relations Committee Member Finance Committee
Chairman/Member of the Committees of Board of Chairman Audit Committee in St. Gobain Nil Directors of other Companies in which he is a Director Securit India Limited Member Remuneration Committee in St. Gobain Securit India Limited
By Order of the Board For Binani Cement Limited
Place : Mumbai Date : 27th July, 2013
Atul P. Falgunia Company Secretary
DIRECTORS REPORT
Dear Shareholders, Your Directors have pleasure in presenting the Seventeenth Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2013. FINANCIAL RESULTS The Financial Results for the year ended 31st March, 2013 are summarised below : (` in Lakhs)
Particulars 31st March, 2013 228,018 47,133 10,543 21,090 15,500 3,518 11,982 34,312 46,294 438 46,732 31st March, 2012 205,668 33,060 10,355 16,140 6,565 1,250 475 4,840 28,710 33,550 762 34,312
INVESTMENTS IN SUBSIDIARIES During the year under review, with a view to provide back up support to the operating subsidiaries overseas, the Company has further invested ` 1,025 lakhs in its subsidiary Murari Holdings Limited by providing capital support for meeting its long term obligations. Further, an aggregate amount of ` 17,906 lakhs granted to Murari Holdings Limited and Mukundan Holdings Limited as loans, was converted into Preference Shares which were allotted in April, 2013. During the year under review, the Company has invested ` 255 lakhs in Share Capital of Binani Ready Mix Concrete Limited (BRMC). OUTLOOK The Company has chalked out plans to implement its different expansion and new projects in India and Overseas in high growth markets. These projects, upon commissioning, are expected to help the Company achieving boost in its performance on long term sustainable basis. SUBSIDIARY COMPANIES In accordance with the general Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, under Section 212 of the Companies Act, 1956,the Balance Sheet and Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies and also the step down Subsidiaries are disclosed in this Annual Report in compliance with the said Circular. The Annual Accounts of the Subsidiary Companies are available to any Member of the Company and kept for inspection by the Members, at the Registered Office and Corporate Office of the Company. The copies of the aforesaid Annual Accounts of the Subsidiary Companies shall be provided to any Member of the Company who may be interested in receiving the same. PERFORMANCE OF SUBSIDIARIES Binani Energy Private Limited : During the year under review, the Company has acquired all the shares of Binani Energy Private Limited (BEPL) to make it a wholly owned subsidiary of the Company. Presently no activities are being carried out in the said Company. It has proposed to acquire power assets in the near future through Scheme of Arrangement. BEPL incurred a loss of ` 0.23 lakhs for the year 2012-13. Binani Ready Mix Concrete Limited: Binani Ready Mix Concrete Limited (BRMC) has achieved a turnover of ` 2,333 lakhs but due to higher costs the operations resulted in loss of ` 343 lakhs. Considering the liquidity constraints and the fact that
Total Revenue Profit before Depreciation, Interest, Taxation and Exceptional Items. Provision for Depreciation Interest and Financial Charges Profit/(Loss) before Tax & Exceptional items Exceptional Items Provision for Tax Profit after Tax Balance of Profit brought forward from previous year Surplus available for appropriation Appropriations: Transfer from Debenture Redemption Reserve Balance carried forward to Balance Sheet
OPERATIONS OVERVIEW During the year under review, the Companys performance has improved in terms of volume as well as turnover and profitability. The Company has achieved highest ever production of 56.56 lakhs MT and sold 56.81 lakhs MT of cement as against 55.84 lakhs MT and 56.12 lakhs MT respectively in the previous year. Operating Income increased from ` 202,781 lakhs to ` 221,694 lakhs i.e. by 9.33%, which is mainly because of higher sales volume and prices. Despite higher cost of inputs and logistics, Companys Profit after Tax improved to ` 11,982 lakhs mainly due to higher realizations and lower fuel costs, as against ` 4,840 lakhs in the previous year. The Cement Production and Power Generation details are as under:Production Cement (Lakhs MT) Power Generation (net) - Lakhs kWh DIVIDEND Even though the Company has earned good Profits after tax, with a view to conserve resources for growth of the business , the Directors have not recommended dividend for the financial year ended 31st March, 2013. 2012-13 56.56 3520.47 2011-12 55.84 3281.65
additional investments would not yield results, the Directors of the Company have considered prudent to discontinue operations of RMC business for the time being and to review re-entry into RMC business at an appropriate time. Swiss Infrastructure Limited & Merit Plaza Limited : Swiss Infrastructure Limited and Merit Plaza Limited have reported loss of ` 1.08 lakhs and ` 0.36 lakhs respectively for the year ended 31st March, 2013. Overseas Holding Subsidiaries : Krishna Holdings Pte Limited, incorporated in Singapore, earned a profit of ` 224 lakhs after tax while Mukundan Holdings Limited (BVI) incurred a loss of ` 656 lakhs. Similarly Murari Holdings Limited (BVI) incurred a loss of ` 499 lakhs and Bhumi Resources (Singapore) Pte Limited earned a profit of ` 122 lakhs after tax. Overseas Operating Subsidiaries : Shandong Binani Rongon Cement Company Limited (SBRCC), China achieved a turnover of ` 35,600 lakhs and incurred a loss of ` 3,600 lakhs due to higher cost and low realizations. Further, Binani Cement Factory LLC incorporated in United Arab Emirates (BCF LLC) achieved a lower turnover of ` 7,553 lakhs. However, due to lower capacity utilization, lack of demand, higher cost and low price realization, it incurred loss of ` 4,219 lakhs during the year 2012-13. A Statement showing the details in respect of all the subsidiary companies along with their brief results are given in the Statement under Section 212 (8) as annexed to the Annual Report. EXIT OFFER OF SHARES The Exit Offer which opened on 30th May, 2011 closed after expiry of one year on 29th May, 2012. At the end of the Offer on 29th May, 2012, the Promoters Shareholding has increased to 98.43%. PRIVATELY PLACED NON-CONVERTIBLE DEBENTURES The Company had during the year fully redeemed the privately placed Non-Convertible Debentures issued to Axis Bank Limited Hence, the Debentures which were listed on Bombay Stock Exchange have been delisted after 31st December, 2012. SHIFTING OF REGISTERED OFFICE The Company had taken an approval of the Members through Special Resolution by Postal Ballot for shifting the Registered Office of the Company from the State of West Bengal to State of Rajasthan. The Company had filed a petition before the Regional Director, Eastern Region which has been withdrawn later. The Company has now shifted its Registered Office from 37/2, Chinar Park, New Town, Rajarhat Main Road, Kolkata -700 157 to 601, Axis Mall, C Block, Action Area -1, New Town, Rajarhat, Kolkata -700 156 with effect from 19th June, 2013. SCHEME FOR TRANSFER OF POWER UNDERTAKING With a view to give thrust to the Power Business, as a part of the business strategy of the Group, the Directors of the Company have proposed the transfer of Power Undertaking of
the Company to its wholly owned subsidiary M/s Binani Energy Private Limited (BEPL) with the Appointed Date of 1st April, 2013. The Transfer of Assets and Liabilities shall be at the book value for a consideration amount of ` 11,362.62 lakhs which is based on Valuation Report of the Auditors. The Company has initiated the process to file the Scheme with the High Court at Kolkata in this regard. MANAGEMENT DISCUSSION AND ANALYSIS The Companys shares have been delisted with effect from 23rd May, 2011 and as such the Company is not required to give a Management Discussion and Analysis Report. However, the Company has, as a measure of good corporate practice, annexed the Management Discussion and Analysis to this Report. CORPORATE GOVERNANCE Your Company is committed to adopt the good Corporate Governance practices. The Companys Equity Shares have been delisted from the Stock Exchange and as such is not required to submit Corporate Governance Report. However, a separate section on voluntary compliance of Corporate Governance together with a certificate from the Practising Company Secretary, M/s. Uma Lodha & Company confirming compliance is set out in the Annexure, forming part of this Report. BOARD OF DIRECTORS In accordance with Article 100 of the Articles of Association of the Company, Mr. Ramkrishna Moogimane and Mrs. Nidhi Singhania, retire by rotation and being eligible, offer themselves for reappointment. During the year under review, Miss Shradha Binani and Mr. S. Sridhar were appointed as Additional Directors on the Board effective from 5th August, 2012. They hold office as Additional Directors upto the date of the ensuing Annual General Meeting. The Company has received a Notice from a Shareholder alongwith a deposit of ` 500 /- each proposing the appointment of Miss Shradha Binani and Mr. S. Sridhar, as Directors at the ensuing 17th Annual General Meeting. The Board recommends appointment/reappointment of the above Directors. Mr. P. Acharya, Whole-time Director has resigned as Director of the Company with effect from 15th July, 2013. The Directors wish to place on record their appreciation for the significant and valuable contribution made by Mr. P. Acharya during his tenure as Whole-time Director. AUDITORS M/s Kanu Doshi Associates, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The retiring Auditors have given their consent for re-appointment. The Company has received a certificate under Section 224(1) of the Companies Act, 1956 from the Auditors that their reappointment, if made, will be in accordance with the limits as specified as
per Section 224(1) of the Companies Act, 1956. The Directors recommend their reappointment. AUDITORS OBSERVATIONS There are no qualifications in the Auditors Report on standalone and consolidated financial statements and hence need no explanations. COST AUDIT The Cost Audit Report for Audit of Cost Accounts of the Company relating to Cement for the plants at Binanigram and Neem Ka Thana for the year ended 31st March, 2013 will be filed with the Ministry of Corporate Affairs, Government of India after approval by the Board. Approval of the Central Government for the reappointment of M/s K. G. Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the year 2013-14 has been obtained. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements have been prepared in compliance with the Accounting Standard(AS) 21 issued by the Institute of Chartered Accountants of India. With a view to bridge the gap between the different accounting periods of the Holding Company and the overseas subsidiaries and step down subsidiaries whose accounting year /first accounting period ended 31st December, 2012, the consolidation of their financial statements has been done for the year/period ended 31st March, 2013. DIRECTORS RESPONSIBILITY STATEMENT In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, state that: a) in the preparation of the Annual Accounts for the year ended 31st March, 2013 , the applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished; accounting policies as listed in Note no. 24 to the standalone financial statements have been selected, consistently applied and prudent judgments and estimates have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Profit of the Company for the year ended on that date; proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies
Act, 1956 has been taken so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; d) the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis. PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT 1956 Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo Statement of particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding conservation of energy, technological absorption, foreign exchange earnings and outgo are provided in the Annexure and form part of this Report. Particulars of Employees The statement of particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is annexed and forms part of this Report. ACKNOWLEDGEMENT Your Directors would like to express their gratitude for the assistance, continued co-operation and support received from the Holding Company, Government of India, the State Governments, Financial Institutions, Banks, Valued Customers, Dealers, Distributors, Market Organisers, Suppliers, Contractors and all Stakeholders who have directly or indirectly contributed in the growth of your Company. Your Directors also take this opportunity to appreciate the committed and dedicated services of the Executives, Staff and Workers at all levels. For and on behalf of the Board For Binani Cement Limited
b)
c)
Braj Binani Chairman Place : Mumbai Date : 27th July, 2013
ANNEXURE TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013.
PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 [A] CONSERVATION OF ENERGY a) Energy conservation measures taken Cement Plant - Binanigram 1. Installed slip power recovery system in Calciner string fan of Kiln2. 2. Optimized the Kiln string fan speed of Kiln 2 after installation of analyzer in both calciner outlets. 3. Replacement of 04 nos. Cooler fans of 315kW motors with 250 kW energy efficient motors thereby reducing fixed losses. 4. Facilitate connectivity of RM2 to CF Silo 1 to avoid production loss of Kiln 1 in want to raw meal and vice versa of CF Silo 1 to RM2. 5. Optimized performance of some critical jet pulse filters for lowering differential pressure thereby saving in power consumption and improved bags life. 6. Installed solar water heater in plant canteen and colony mess. 7. Replacement of conventional sodium vapor well glass type lights with LED type lights in Unit 1 Preheater (60 nos) 8. Replaced 11 kW motor to low rating 7.5 kW motor in RM 2 Reclaimer belt 332BC1 magnetic separator. 9. Lighting transformer of CM4 area lighting also used for CM3 lighting. 10. Facilities of connectivity of transformer (TR#3) of CPP3 with main Incomer substation (MISS 1) during stoppage of CPP1 thereby saving in T& D losses. Cement Plant Neem ka Thana 1. Optimized JPFs fan (06 nos) flow by changing size of pulley. 2. Idle running of JPFs (411FN5, 411FN6) are avoided by providing interlocking with respective drives. 3. Facility provided delta to star in low loading motors (04 nos drives) 4. Spare transformer breaker was continuously charged to avoid moisture problem and consumed No load power. Now charging optimized weekly basis with 8 hrs. 5. Installed Variable Frequency Drive (VFD) on Mill ESP fan, Separator vent fan and wagon tippler JPF fan and now controlling by VFD in place of damper. 6. Modification in lighting distribution and switching system in packing house and fly ash system area. 7. Replaced 150 Watt HPSV lamps with 56 watt T5 CFL lamps (10 nos). Thermal Power Plant 1. Installation of Modified design discharge chutes of CHP primary & secondary screen out to improve the CHP feeding rate & to avoid the coal jamming. b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy. Cement Plant Binanigram 1. Installation of high flame momentum burner in Kiln 1 to utilize more pet coke and low rating firing blower and LT motor. 2. Installation of slip power recovery system in Kiln string fan of Kiln 2. 3. Installation of Waste heat recovery system in both kilns cooler to utilize waste heat. 4. Installation of additional membrane bags with modification in modules to optimize the running of reverse air fan of bag house of unit 2. 5. Upgradation of existing energy management system incorporating more metering facility, Indication and switching features of isolated HT capacitors banks. 6. Provision of enhancement of mining operations by procuring high capacity machines. 7. Provision of energy saving LED lights in plant area. 8. Implementation of ISO 50001 (Energy Management System) 9. Replacement of 2 nos Cooler fans motor with energy efficient motors. 10. Provision of interchange of grid resistance circuit of CM3 with CM4. Thermal Power plant 1. Installation of VFD for CEP pumps in CPP. 2. Installation of sonic soot blower at Super Heater of Unit 2 & 3. Measures to improve efficiency 1. Installed Refracta constables and bricks at kiln outlet tip and adjacent 1.2 mtr bricks to enhance refractory life in Kiln1. 2. Automation of Physical laboratory for effective and better control of variation in parameters. 3. Modified grinding media pattern to improve 1 day compressive strength in PPC Cement. 4. Automation of shell cooling fans of both kiln interlocking provided with burning zone shell temperature to enhance refractory life and avoid unnecessary running of fans.

5. Application of tube coating materials in boiler -2 & 3, to improve the life of tubes and to avoid the Pressure parts failures. Hence, avoiding the boiler stoppage /breakdown. Impact of the measures at a) and b) above for reduction of energy consumption and consequent impact on the cost of production of goods.
[C] FOREIGN EXCHANGE EARNINGS AND OUTGO 1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plan. The Company has not exported clinker or cement during the year since the prices in the domestic market are more remunerative. The Company will however explore the possibilities of exporting in future, if the price becomes more remunerative in overseas market.
c)
Cement Plant : Due to various energy conservation measures, there was saving in power consumption. Thermal Power Plant : Due to various energy conservations measures, there was saving in the internal consumption and boiler heat rate. d) Total energy consumption and Energy consumption per unit of Production: Please refer Form A attached. [B] TECHNOLOGY ABSORPTION a. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION RESEARCH &
2. Foreign Exchange Earned and Used (` in Lakhs) a. Foreign Exchange Earnings b. Foreign Currency Outgo * 12,385.72 1,787.05 380.24 51.60 341.33 Nil
Loan Repayment 764.81 Coal Stores & Spares Interest Other Expenses Capital Expenditure * Excl. Investment in overseas subsidiaries.
Not Applicable b. TECHNOLOGY ABSORPTION DEVELOPMENT Not Applicable
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 2012-13
Name Age (Yrs) 61 Designation / Nature of Duties Senior Executive Director & Wholetime Director President (Corporate Affairs) President-Tech. (Cement Group) President (Works) Executive Vice President (Marketing) Remuneration (` Lakhs) 140.15 Qualifications Experience (Years) 34 Date of commencement of Employment 17.11.2008 Previous Employment
Mr. P. Acharya
B.E.(Mech.) & MBA
Executive Director M/s Dalmia Cement (Bharat) Ltd. Vice President (Commercial) M/s Grasim Industries Ltd. Manager (Process) M/s. Chittor Cement Works Ltd. Vice President M/s Ambuja Cements Ltd. Dy. Manager (Marketing) Gujarat Ambuja Cement Ltd.
Mr. R.S. Joshi Mr. Darshan Lal Mr. R.P. Sharma Mr. Bhadresh Khara
58 54 55 49
90.81 92.27 70.31 65.08
M.A. (Economics) B.E.(Chemical) B.TECH.(Chemical Engg.) & PGDMM B.E. (Civil)
36 31 32 27
10.10.2005 18.01.1996 30.11.2011 15.01.1997
Note : 1. Remuneration includes salary and allowances, medical benefits, leave travel assistance and perquisities 2. The appointment of Mr. P. Acharya is contractual and he is not related to the Promoters /Directors.
10
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, 2013. CONSERVATION OF ENERGY Total Energy Consumption and Energy Consumption per Unit of Production.
For the year ended 31st March, 2013 For the year ended 31st March, 2012
A 1
Power & Fuel Consumption Electricity a Purchased (Grid / Energy Exchange) Unit Total Cost Cost/Unit b Own Generation Unit Cost of HSD / LDO Consumed Cost of Coal Consumed Cost of Lignite Consumed Cost of Pet Coke Consumed Cost of Fuel Consumed (Coal, Lignite,HSD/LDO) Cost/Unit Fuel Consumption a Coal-Imported (Steam Non-coking) (Used in Kiln for Clinker Production) Quantity Total Cost Cost/Unit b Pet Coke (Used in Kiln for Clinker Production) Quantity Total Cost Cost/Unit c Alternative Fuel - (Used in Kiln for Clinker Production) Quantity Total Cost Cost/Unit d Lignite - (Used in Captive Power Plant) Quantity Total Cost Cost/Unit e Coal-Imported (Steam Non-coking) (Used in Captive Power Plant) Quantity Total Cost Cost/Unit
(KWh) (` Lakhs) ` (KWh) (` Lakhs) (` Lakhs) (` Lakhs) (` Lakhs) (` Lakhs) `
83829774 4586.04 5.47 352046583 138.68 4646.45 1077.91 7172.02 13035.06 3.70
102514704 5183.30 5.06 328165047 80.76 8299.02 182.48 4865.21 13427.47 4.09
(M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (M.T.) (` Lakhs) ` (Litre) (` Lakhs) ` (Litre) (` Lakhs) `
414466 28213.98 6807.31 106070 7417.07 6992.62 10345 270.62 2615.89 41,144.20 1,077.91 2,619.84 84954 4646.45 5469.37 102,296.00 7,172.02 7,011.04 436248 183.41 42.04 314320 138.68 44.12 HSD / LDO (Ltr./ Kg. of clinker) 2012-13 0.09
444402 33438.23 7524.32 83965 6186.65 7368.13 16001 381.71 2385.51 7,383.90 182.48 2,471.38 108591 6954.35 6404.16 34,013 1,344.68 3,953.38 64,575.00 4,865.21 7,534.20 442874 167.26 37.77 228861 80.76 35.29
Coal-Indigenous (Steam Non-coking) (Used in Captive Power Plant) Quantity Total Cost Cost/Unit
Pet Coke - (Used in Captive Power Plant) Quantity Total Cost Cost/Unit HSD / LDO - (Used in Kiln for Clinker Production) Quantity Total Cost Average Rate HSD / LDO - (Used in Captive Power Plant) Quantity Total Cost Average Rate Coal, Lignite, Pet Coke & Alternative Fuel (Kg./MT of Clinker) 2012-13 0.11 2011-12 0.12
B.
Consumption per ton of Production Electricity (KWh/MT of Cement) 2012-13 75.28 2011-12 76.27
2011-12 0.09
11
MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW Cement is part of the core Industry and plays a vital role in the growth and development of a nation. Presently, the industry is positioned second in world with 139 large cement plants and over 365 mini cement plants. The Indian Economy is currently witnessing its lowest GDP growth in recent years leading to sluggish demand and capacity utilization. This has impacted the Cement Industry especially in the Industrial and Infrastructure segment. However, various major steps taken by the Government in recent past to fuel the economy, may lead to a more positive impact in the later part of the year. The pressure on the bottomline will however, remain in short term due to over supply situation and increase in logistic costs. COMPANYS PERFORMANCE 1. FINANCIAL PERFORMANCE Sale of Cement increased from 56.12 lakhs MT to 56.81 lakhs MT registering growth of 1.23%.
Cement Sales
60 50
Qty. in Lakhs MT
40
56.12 11-12
10 0
The financial performance for the year ended 31st March, 2013 is summarized below: 31st March 2013 2,28,018 47,133 15,500 11,982 (` in Lakhs) 31st March 2012 2,05,668 33,060 5,315 4,840
03-04
21.91
04-05
22.38
05-06
23.43
06-07
24.06
07-08
29.61
20
08-09
42.43
09-10
52.95
10-11
54.38
30
Year
Particulars Total Revenue Profit before Interest, Depreciation, Taxation and Exceptional items Profit before Tax Profit after Tax 2. OPERATIONS
After subdued performance in the last year, some improvement in realisations was seen in the year 2012-13, Also, fuel costs remained under control resulting in improved bottomline. The Company registered Profit Before Tax of ` 15,500 lakhs against ` 5,315 lakhs in the previous year.
Companys growth story is continuing to move northwards, leaving behind all previous highs. During the year, Company registered Cement production of 56.56 lakhs MT as against
` in Lakhs
Profit Before Tax (` in Lakhs)

45000 40000 35000 30000 25000 20000 15000 10000
5807 448
03-04
40800
55.84 lakhs MT in the previous year. Share of blended Cement production increased from 40.27% to 49.75% in current year.
Cement Production
60 PPC 50
21.08 28.14 22.24
24484 15657 15456 8227 5315

05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13
15500
OPC
Qty. in Lakhs MT
22.48
5000 0
700
04-05
40 30
16.94 17.54
4.77
6.43
11.85 8.64
33.50
30.57
33.36
20
17.25 15.97
Year
28.42
25.38
14.49
12.43
12.64
10 0
In line with previous years, the Company has further reduced its dependence on Grid Power.
03-04
04-05
05-06
06-07
07-08
08-09
09-10
10-11
11-12
12-13
Captive power plants generated 3,520.47 lakhs units (net) during 2012-13 against 3,281.65 lakhs units during 2011-12.
Year
12
12-13
56.81
Power Generated v/s Purchased

4000 3500 Purchased 3000 2449 1876 1505 1445 1512 1268 1314 253 502 270 575 910 1661 1021 606 750 550 Generated 3057 3282 3520
through over supply phase resulting in low capacity utilization and consequently pressures on prices. The situation is likely to remain in short term. Also higher inputs, logistics and power cost, high inflation and Interest rates are cause of concern in near term. RECOGNITION AND AWARDS During the year, the Company was bestowed with the following awards / recognitions in functional areas of quality and safety : Rajiv Gandhi National Quality Excellence 2010 Commendation Certificate from Bureau of Indian Standards, New Delhi. Bhamashah Award from Government of Rajasthan. Department of Education,
Lakhs Kwh
2500 2000 1500 1000 500 0
03-04
04-05
05-06
06-07
07-08
08-09
09-10
10-11
11-12
Year
12-13
FUTURE OUTLOOK Given the supply overhang, muted demand and high price volatility conditions, the Company plans to improve margins by changing its product mix by increasing share of Pozzolona Portland Cement(PPC) to Ordinary Portland Cement(OPC) and increase the volume by focusing on its primary markets where it has good brand equity. With all these steps, the Company is hopeful of fostering improved results in Financial Year 2013-14. INTERNAL CONTROL SYSTEM The Company has an appropriate internal control system for business processes, with regard to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations and risk management policy etc. Company monitors and controls all operating parameters on an ongoing basis. Regular internal audits and checks assure that responsibilities are executed effectively. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time. OPPORTUNITIES/THREATS/RISKS/CONCERNS Opportunities The year 2012-13 was a challenging year for the Indian Economy when GDP growth pegged lowest in the decade which is estimated to remain around 5%. However, Government has taken various steps in recent past which should improve the demand scenario in the later part of the current year. Threats, Risks and Concerns Despite Governments commitment to bring back the economy to high growth path, presently Cement Industry is passing
NSCI Safety Award - 2011 from National Safety Council, Mumbai for developing and implementing effective Management System and procedures and achieving good performance in Organisation Safety and Health (OSH) for the assessment period of three years -2008 to 2010.
SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT The Company is carrying out various community development activities in partnership with M/s. Rajasthan Bal Kalyan Samiti (RBKS), a NGO. The focus areas under community development programme are broadly categorized as : 1. Development of infrastructure Existing Well Development, Farm Pond, Cattle Troughs, Roof Rain Water harvesting, irrigation facility creation through providing diesel pumps to group of beneficiaries. 2. Increase in Literacy / Awareness levels by imparting education to children and community - Assisting the villagers, including old-age residents and widows, for opening post office pension accounts under the Mahatma Gandhi National Rural Employment Guarantee Act (NREGA). 3. Poverty alleviation and sustaining livelihood through employment creation and skill development Improved seed distribution, upliftment of rural women through setting up of training centers wherein women are provided training in tailoring with additional monetary support for purchase of sewing machines. New Improved Agriculture Technology provided to farmers. 4. Improvement of medical and health services Regular awareness on health issues are provided through meetings and awareness camps. 5. Development and expansion of green cover in the surrounding area Spreading awareness on Natural Resource Management and soil water conservation.
13
6. Micro Credit- Assisted in the organization and operation of Self-Help Groups (SHG) across the surrounding villages. The SHG members are provided with training on aspects such as book-keeping and opening bank accounts to enable them take control of their own finances. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Employee Relationship have remained very cordial for last five years. The Company enjoys very healthy relationship with workmen and unions which is authenticated by zero man day loss due to Industrial Relations (IR) problem for five consecutive years. Mutual trust and mutual understanding are neatly blended in peaceful Industrial Relations (IR) culture. Measures taken for the safety of employees training and development continue to get top priority at all levels, which are reflected in the improved quality and efficiency. Needless to mention the Management has incorporated safety as one of the Key Result Areas for each and every employee. The Companys training programmes as per Training Need Identification (TNI) and on value-based teachings enhance competency and behavioural aspects levels among its people. The Human Resources has achieved four man-days training per employee during the year 2012-13.
The Company aims at making every employee to contribute to their full potential in their job. To have robust relationship with employees, the Company launched a communication platform named Rubaru (Interface) with all employees. It will be helpful in evolving a value system based on trust, transparency and fairness within the organisation. The Company has been practicing Best Employee of the Month award to promote the innovative idea amidst employees to continuously improve and sustain parameter of Quality, Cost, Delivery, Innovation and Productivity (QCDIP) CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the companys objective, estimates, projections, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Your Companys actual results, performance or achievements could differ materially form those expressed in or implied form such forward looking statements. Important factors that could influence the Companys operations include input availability and prices, demand and pricing of finished products in the Companys principal markets, changes in government regulations, tax laws, economic developments within the country and other incidental factors.
14
ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013 CORPORATE GOVERNANCE REPORT
(The Company is not listed on any Stock Exchange and as such Clause 49 of the Listing Agreement is not applicable to it. The information provided hereunder by the Company is a part of good governance practice for the benefit of its shareholders.) 1. Companys Philosophy The Company has been committed to the principles of good corporate governance which is an integral part of good values, ethics and best business practices. Corporate Governance at Braj Binani Group is a continuing process. The Group is committed to the adoption of good governance practices and their adherence in true spirit at all times. The Management endeavours the attainment of highest levels of transparency, accountability and enhanced Stakeholder Value over a sustained period of time through good corporate governance. The Company continuously strives to achieve excellence in corporate governance through its values integrity, commitment, passion, seamlessness and speed. Board of Directors The Board of Directors along with the Committees provide guidance to the Management and directs and controls the performance of the Company. The Board provides strategic direction and ensures that interests of the stakeholders are served. Presently, the Companys Board comprises of Non-Executive Promoter Director as Chairman, 4 Independent Directors and 2 Non Executive Non-Independent Directors. The day-to-day affairs of the Company was managed by the Wholetime Director under the overall guidance of the Executive Vice Chairman and Managing Director of the Holding Company and subject to the superintendence and control of the Board of Directors of the Company. The Board functions both as a full Board and through Committees. The Board of Directors and the Committees meet at regular intervals. There are 4 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders/Investors Grievance Committee, Remuneration Committee and Finance Committee. During the year ended 31st March 2013, 8 Board Meetings were held on the following dates viz. 21st April, 2012, 20th July, 2012, 24th July, 2012, 26th September, 2012, 29th October, 2012, 24th December, 2012, 29th January, 2013 and 12th March, 2013. The composition of Directors, Attendance of each Director at the Meetings of the Board during the year and the last Annual General Meeting and Directorship held by them in other Public Companies (excluding Directorship in Private Companies, Foreign Companies, Companies under Section 25) are given below : SI Name of the Director No. Category of Directorship No. of Board Attendance meeting at last AGM attended No. of other Director-ships in Domestic Public Companies 4 9 2 1 No. of Membership / Chairmanship * in other Board Committee(s). As Chairman 2 1 As Member 8 -
2.
1. 2 3 4 5
Mr. Braj Binani, Chairman Non-Independent Non-Executive Mr. V. Subramanian Mrs. Nidhi Singhania Mr. Ramkrishna Moogimane Mr. M.K. Chattopadhyaya (Resigned w.e.f. 21.4.2012) Independent NonExecutive Director Non-Independent NonExecutive Director Independent NonExecutive Director Non-Independent NonExecutive Director
8 6 1 7 1
Yes Yes No No Yes
15
SI Name of the Director No.
Category of Directorship
No. of Board Attendance meeting at last AGM attended
No. of other Director-ships in Domestic Public Companies 1 7 4 1
No. of Membership / Chairmanship * in other Board Committee(s). As Chairman As Member 7 -
6 7 8 9
Mr. P. Acharya (Resigned w.e.f. 15.7.2013) Mr. T.R.C. Nair Mr. S. Sridhar $ Miss Shradha Binani $
Non-Independent Executive Director Independent NonExecutive Director Independent NonExecutive Director Non-Independent NonExecutive Director
8 7 6 5
Yes Yes No No
*only Audit Committee and Shareholders/Investors Grievance Committee are considered for the purpose. $ Appointed as Additional Directors effective 5th August, 2012. Material Transactions of Directors The Company does not have any pecuniary relationship or transaction with any of the non-executive Directors except to the extent of sitting fee paid to them. Mr. V. Subramanian is Director in Binani Industries Limited, Holding Company (w.e.f. 20.11.2011), Binani Zinc Limited, Goa Glass Fibre Limited, Wada Industrial Estate Limited and BT Composites Limited which are fellow subsidiaries while Mr. T.R.C. Nair is a Director in Binani Zinc Limited, Goa Glass Fibre Limited and BT Composites Limited Audit Committee Audit Committee of the Board was constituted in the year 2000 and has been reconstituted from time to time. The Company has complied with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to the composition and terms of reference of the Audit Committee. The Committee comprised of three Independent Non-Executive Directors, one of whom is the Chairman. The Audit Committee is responsible for the financial reporting and ensuring compliances with accounting standards and reviewing financial policies of the Company and to recommend the appointment of Statutory Auditors, Cost Auditors and Internal Auditors and fix their fees. The Committee examines in detail the reports of the Internal Auditors of the Company as well as those of the subsidiaries. The Committee reviews the risk management reports on a quarterly basis. The Committee also reviews the unaudited quarterly Financial Results and the audited annual Financial Results including that of Subsidiaries before submission to the Board. The Audit Committee met 4(four) times during the year under review on 20th April, 2012, 19th July, 2012, 29th October, 2012 and 28th January, 2013. The Chairman of the Audit Committee could not attend the last Annual General Meeting but other Members of Audit Committee attended the same. The names of the Directors who are members of the Audit Committee and their attendance at last AGM is given below.
Name of the Director Mr. Ramakrishna Moogimane Mr. V. Subramanian Mr. M. K. Chattopadhyaya* Mr. T.R.C. Nair No. of Meetings Attended 3 4 1 3 Whether attended AGM No Yes Yes
* Ceased to be a Director effective 21st April, 2012 consequent upon his resignation as Director of the Company. Mr. P. Acharya, Wholetime Director & Sr. Executive Director and Mr. R. Venkiteswaran Executive Director and CFO Group Control Accounts attended all the meetings of the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are also invited to attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee. Besides the Executive Vice Chairman & Managing Director of Holding Company also attends the Meeting.
16

Shareholders/Investors Relations Committee
The Shareholders / Investors Relations Committee comprises of 3 Independent Directors to ensure speedy disposal of the share transfer, Dematerialisation and Rematerialisation requests received by the Company. The Committee, apart from overseeing the Share Transfer and Dematerialisation and Rematerialisation work, also reviews various investor complaints. During the year 2012-13, 61 Investor complaints were received mainly pertaining to the non-receipt of dividend, exit offer and delisting of shares. All the Investor complaints have been resolved to the satisfaction of the complainants. As on 31.3.2013 there were no complaints pending to be resolved. The Committee met 4 times during the year. The attendance of Members in the said Committee is as under :Name of the Director Mr. V. Subramanian Mr. Ramkrishna Moogimane Mr. T.R.C. Nair Mr. Atul P. Falgunia, Company Secretary of the Company is the Compliance Officer. Remuneration Committee The Remuneration Committee has been constituted as required by Schedule XIII of the Companies Act, 1956 to recommend/review the remuneration package of the Wholetime Directors taking into account their qualification, experience, expertise, contribution and the prevailing levels of remuneration in peer Companies in the Industry. The Remuneration Committee at present consists of 3 Independent Directors namely, Mr V. Subramanian, Mr. Ramkrishna Moogimane and Mr. T. R. C. Nair. No meeting of Remuneration Committee was held during the year. Details of Remuneration paid to the Directors for the year ended 31st March, 2013 (i) Wholetime & Sr. Executive Director Name & Position P. Acharya, Wholetime Director Salary and Allowances 85.30 Perquisites 54.85 (` in Lakhs) Total 140.15 No. of Meetings Attended 2 3 4
The Wholetime Director and Sr. Executive Director was paid remuneration as decided by the Board of Directors / Remuneration Committee of the Company with the approval of Shareholders. Non-Executive Directors Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays ` 20,000 by way of Sitting Fees for Board Meeting and ` 10,000 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission to the Non Executive Independent Directors at the Extraordinary General Meeting held on 15th February, 2008. However no commission was paid to the Non Executive Independent Directors for the year 2012-13. There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2012-13 other than the above. Finance Committee The Board has also constituted a Committee of Directors interalia delegating powers to avail various facilities including working capital facilities from bankers, issuance of Corporate Guarantees, Creation of Security in favour of the lenders and to deal in matters connected therewith. The Committee consisted of three Independent Directors viz, Mr. V. Subramanian and Mr. Ramkrishna Moogimane and Mr. T.R.C. Nair. The Committee met 7 times during the year 2012-13.
17

Disclosures
a) There were no significant Related Party transactions of material nature during the year with the Promoters, Directors or the Management or their Subsidiaries or Relatives, etc, potentially conflicting with Companys interest at large. Related Party transactions are disclosed in the Notes to Accounts forming part of this Annual Report. b) There were no instance of non-compliance on any matter relating to the capital market when the shares were listed. There are no penalties or strictures imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority relating to the above. The Company has not raised any funds through Public Issue or Rights Issue during the year. The Exit offer to the Shareholders of the Company by the Holding Company closed on 29th May, 2012. The Promoters are holding 98.43% of the Companys paid up share capital as on 31.3.2013. Mandatory Requirements : The Company has complied with all Mandatory requirements of the Clause 49 of the Listing Agreements with Stock Exchanges till it was listed on the Stock Exchanges. Non-Mandatory requirements : The Company has also adopted following Non-mandatory requirements: The extent of Compliance is given below : 1. 2. d) e) The Company has a Remuneration Committee. The details of the same have already been given elsewhere in the Report. There are no audit qualifications in the Auditors Report on the Financial Statements for the Financial Year ended 31st March, 2013.
c)
The Company will attempt to adopt other Non-mandatory requirements, as and when feasible. Details of information in respect of the Directors proposed to be appointed/re-appointed: A brief Profile of the Directors proposed to be appointed/re-appointed forms part of the Notice convening the 17th Annual General Meeting . Code of Conduct for prevention of Insider Trading: The Company has adopted and implemented a Code of Conduct for prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. The Code prohibits purchase / sale of securities of the Company by Insider including Directors, Designated employees etc., while in possession of unpublished price sensitive information. Code of Conduct for Directors and Senior Management Personnel: The Company has framed and implemented Code of Conduct for its Directors and Senior Management Personnel. The Code of Conduct has also been posted on the Companys website www.binani.com Affirmation on compliance of Code of Conduct for the financial year 2012-13 has been received from all the Directors and Senior Management Personnel of the Company. Disclosures of Accounting Treatment, wherever applicable, have been made in the Audited Financial Statements for the year ended 31.03.2013. Shareholding of the Non-Executive Directors : None of the Directors held any shares of the Company as on 31.3.2013 except as Nominees of the Holding Company.
f)
g) h)
Subsidiary Companies Presently, the Company has six overseas subsidiaries namely Mukundan Holdings Limited, Krishna Holdings Pte Limited, Murari Holdings Limited, Shandong Binani Rongan Cement Co. Limited, Binani Cement LLC, Dubai and Bhumi Resources (Singapore) Pte Limited and four Indian Subsidiaries namely Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Energy Private Limited and Binani Ready Mix Concrete Limited which are non-material non-listed subsidiaries. The Audit Committee reviews the Financial Statements of all the Subsidiaries. The Minutes of the subsidiary companies are also being placed before the Board of Directors of the Company on a regular basis.
18

Wholetime Director / CFO Certificate
The Company has obtained a Certificate from the Senior Executive Director and Wholetime Director & Executive Director and CFO Group Control Accounts relating to annual accounts and internal controls which has been placed before the Board and stating and certifying that: (a) they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2013 and that to the best of their knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
(ii) these statements together present a true and fair view of the 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 2012-13 which are fraudulent, illegal or violative of the Companys code of conduct. (c) they accept responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the internal control systems of the Company and they have not observed any deficiencies in the design or operation of internal controls. (d) they have indicated to the Auditors and the Audit Committee that there are: (i) no significant changes in the internal control during the year; (ii) no significant changes in accounting policies during the year; and (iii) no instances of significant fraud where the involvement of management or an employee having a significant role in the Companys internal control system have been observed.
Risk Assessment and Mitigation Procedures The Company has identified certain risk areas with regard to the operations of the Company and have taken steps, wherever possible for their mitigation. The Companys Board is conscious of the need to periodically review the risks mitigation process. Annual General Meetings: The last three Annual General Meetings were held as under : Year 2010 Type 14th AGM Location Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 Date 25th June, 2010 Time 11.30 a.m Special Resolutions passed in the AGM by the Shareholders Special Resolution for change in the Articles of Association by altering Article 126 pertaining of affixation of common seal. No No
2011 2012
15th AGM 16th AGM
Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020
27th June, 2011 4th August, 2012
3.45 p.m. 2.15 p.m.
Postal Ballot During the year under review, Special Resolution, under Section 372A of the Companies Act, 1956, was passed by Postal Ballot for increasing the overall limits for providing the Guarantees / Securities, Intercorporate loans and investments upto ` 4,010 Crores, Further, a Special Resolution for shifting of the Registered Office from the State of West Bengal to the State of Rajasthan under Section 17 of the Companies Act, 1956 was passed by Postal Ballot. Both the above Resolutions were passed with requisite majority. Means of Communication a) Quarterly / half yearly results as applicable were published in the pro-forma prescribed by Stock Exchanges, in either The Economic Times or Financial Express and Aajkal (Bengali Edition), Newspaper till the shares and debentures were listed.
b) The annual financial results of the Company were also communicated in the prescribed pro-forma to Stock Exchanges and also published in the newspapers. c) The financial results are also displayed on the Companys website www.binani.com
19

d)
The Company had been submitting its Shareholding Pattern, Financial Results, Report on Corporate Governance till it was listed and same are posted on the website of BSE/NSE which may be accessed by the Shareholders/Investors. Since the Companys Debentures were listed, the Company had submitted Financial results on half yearly basis to BSE. During the year the Company has redeemed all the above Debentures and now no Shares or Debentures are listed. Date, Time and Venue of the Annual General Meeting (AGM) : Saturday, 28th September, 2013 at Kala Mandir, 48, Shakespeare Sarani, Kolkata 700017. at 2.15 p.m. or immediately after conclusion of the AGM of Binani Zinc Limited, if the Meeting concludes after 2.15 p.m. 1st April to 31st March Monday, 23rd September, 2013 to Saturday, 28th September, 2013. (Both days inclusive)
General Information for Shareholders (i)
(ii) (iii)
Financial Year Date of Book closure
: :
Listing on Stock Exchanges The Companys Shares have been delisted from all the Stock Exchanges w.e.f. 23rd May, 2011. Further, the privately placed Debentures which were listed on BSE have also been redeemed in full on due dates. Registrar and Share Transfer Agents The Company has appointed Link Intime India Private Limited as its Registrar and Transfer Agents. In respect of shares held in Demat mode all communications for change of address, bank mandate etc. should be sent through the concerned Depository Participant only. Shareholders/Investors/Depository Participants are requested to send all their documents and communications pertaining to both physical and demat shares to the Registrar at the following address: Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai 400 071 Phone: 022 -25946970 Fax: 022- 25946969 Email: rnt.helpdesk@linkintime.co.in Share Transfer System Shares lodged in physical form with the Company/RTA are processed and returned, duly transferred, within 30 days from the date of receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants. Distribution of Shareholding as on 31st March, 2013 No. of Shares held Up to 500 501 to 1000 1001 to 2000 2001 to 3000 3001 to 4000 4001 to 5000 5001 to 10000 10001 and above TOTAL No. of Shareholders 14,118 712 262 34 12 22 16 7 15,183 % of Shareholders 92.99 4.69 1.73 0.22 0.08 0.14 0.10 0.05 100.00 No. of Shares held 1,643,846 506,765 331,200 88,011 43,009 105,102 127,151 185,756,190 188,601,274 % of Shareholding 0.87 0.27 0.17 0.05 0.02 0.06 0.07 98.49 100.00
20
Category wise distribution of Equity Shareholding as on 31.3.2013 Category Promoter and Promoter Group Bodies Corporate Individuals Clearing Members NRIs Trusts GRAND TOTAL Dematerialisation of Equity Shares and Liquidity As on 31st March, 2013, 99.99% of the Companys Equity Shares have been dematerialized. The ISIN Number allotted by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is INE042H01019 Outstanding GDR /ADR / Warrants or any Convertible instruments, The Company has not issued any GDR/ADR/Warrants. Plant Location : 1. Binani Cement Limited Binanigram, Pindwara, Sirohi, Rajasthan 307031. No. of Shares held ( ` 10 each ) 185,649,464 110,929 2,747,692 19,739 68,450 5,000 188,601,274 Percentage of Shareholding ( % ) 98.43 0.06 1.46 0.01 0.04 0.00 100.00
2. Binani Cement Limited Village : Sirohi, Taluka : Neem Ka Thana District : Sikar Rajasthan. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China. Binani Cement Factory LLC Jebel Ali, Dubai, UAE
Subsidiaries Plant Locations
: 1. 2.
Address of the Registered Office : Binani Cement Limited 601, Axis Mall, 6th Floor, C Block, Action Area -1, New Town, Rajarhat, Kolkata 700 156 Tel No. 033 23240063 Fax No. 033 23240023 Contact Person for Investor Complaints : Mr. Atul P. Falgunia Company Secretary atul@binani.net Address for Communication : Registered Office Binani Cement Limited 601, Axis Mall, 6th Floor, C Block, Action Area -1, New Town, Rajarhat, Kolkata 700 156 Tel No. 033 23240063 Corporate Office Mercantile Chambers, 12, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001 Tel No. 022 30263000-02
21
ANNEXURE CERTIFICATE ON CORPORATE GOVERNANCE To The Members of Binani Cement Limited We have examined the compliance of conditions of Voluntary Corporate Goverance by Binani Cement Limited (The Company) for the year ended March 31, 2013. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Uma Lodha & Co. Practising Company Secretaries Uma Lodha Proprietor C.P. No. 2593 Place : Mumbai Date : 27th July, 2013
ANNEXURE CODE OF CONDUCT DECLARATION UNDER CLAUSE 49(1)(D) This is to certify that: 1. 2. 3. a Code of Conduct for the Board Members and the Senior Management Personnel of the Company was approved by the Board at its meeting held on 27th February, 2006. The said Code of Conduct has been uploaded on the website of the Company and also circulated to the Board Members and the Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct, for the year ended 31st March, 2013.
For Binani Cement Limited P. Acharya Sr. Executive Director & Wholetime Director Place : Mumbai Dated : 23rd April 2013
22
INDEPENDENT AUDITORS REPORT

To, The Members of Binani Cement Limited Report on the Financial Statements We have audited accompanying financial statements of BINANI CEMENT LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Managements Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements 1. As required by the Companies (Auditors Report) Order, 2003,(the order) 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. As required by Section 227(3) of the Act, we report that: a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account. d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. e) On the basis of the written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : April 23, 2013
ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 1 of Report on other Legal and Regulatory Requirements of the Auditors Report of even date to the members of BINANI CEMENT LIMITED on the financial statements for the year ended 31st March, 2013] (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. (ii) (a) As explained to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.
23
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year. (iii) As per information and explanations given to us, the Company has neither granted nor taken loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the sub-clauses (b), (c), (d), (f) and (g) of clause (iii) are not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the Company. (v) To the best of our knowledge and belief and according to the information and explanations given to us that there are no transactions, particulars of contracts or arrangements required to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly, clause (v) (b) of the order is not applicable. (vi) The Company has not accepted any deposits from the public Name of the Statute
Customs Act, 1962 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Customs Act, 1962 Customs Act, 1962 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Rajasthan Sales Tax Act, 1994 Rajasthan Sales Tax Act, 1994 / CST Act, 1956
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, incometax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows: Amount Period to which the (` in Lakhs) amount relates
6.77 21.89 4.92 2.91 30.61 42.16 1.00 1.38 138.55 6.55 0.52 21.79 1.76 3.15 0.04 7.20 70.21 60.52 2000-01 2000 to 2006 2006 to 2008 2008 to 2010 2002-03 & 2003-04 2008-2009 2006-07 & 2007-08 2009-10 & 2010-11 2007 to 2010 2007-08 & 2008-09 2010-11 2008 to 2010 2005-06 & 2006-07 2009-10 & 2010-11 2010-2011 2007-08 1997-98 2005-2007
Nature of Dues
Duty on DEPB licenses and interest thereon Cenvat credit on welding electrodes Cenvat credit on welding electrodes Cenvat credit on welding electrodes Differential Custom Duty Differential Custom Duty Excise Duty on Sale Cenvat on Capital Goods Cenvat on Capital Goods Cenvat on Capital Goods Differential Excise Duty CENVAT Credit on Service Tax CENVAT Credit on Service Tax CENVAT Credit on Service Tax CENVAT Credit on Service Tax Penalty imposed on service tax Sales tax on freight and credit notes Difference amount of Central Sale Tax
Forum where dispute is pending

Commissioner of Customs, Kandla CESTAT, Delhi Commissioner (Appeals), Jaipur II Commissioner (Appeals), Jaipur II Hon'ble High Court, Gujarat CESTAT, Ahmedabad CESTAT, Delhi CESTAT, Delhi Appeal to be filed before CESTAT, Delhi. Commissioner (Appeals), Jaipur I Commissioner (Appeals), Jaipur II CESTAT, Delhi CESTAT, Delhi CESTAT, Delhi Commissioner (Appeals), Jaipur II CESTAT, Delhi Hon'ble High Court, Jodhpur Hon'ble High Court, Jodhpur
24
Rajasthan Sales Tax Act, 1994 Sales Tax matters UP Trade tax / Entry tax UP tax on entry of goods UP Trade tax / Entry tax Late deposit of UP VAT UP VAT Act, 2008 UP VAT Act, 2008 Rajathan Tax on Entry of Goods into Local Area Act, 1999 Rajasthan Finance Act, 2006 Rajasthan Sales Tax Act, 1994 Rajathan Value Added Tax Act, 2006 Rajathan Value Added Tax Act, 2006 Income Tax Act, 1961 Rajasthan Finance Act, 2006 Competition Act, 2002 UP VAT demand UP VAT demand Entry Tax M R Cess Sales Tax Exemption VAT/CST Deferment VAT/CST Deferment Income Tax Matters Land Tax Penalty
0.50 234.37 8.64 3.29 3.21 1,405.10 1,628.59 13,327.19 20,707.85 2,502.95 1,532.13 1,503.40 16,732
2005-06 2003-04 to 2008-09 2009-10 2008-09 2009-10 2006 to 2013 2008 to 2013 1998-99 2007 to 2012 2006-07 2007-08 & 2009-10 2006 to 2012 2012
Hon'ble High Court, Jodhpur Various appellate authorities Commercial Taxes Tribunal, Ghaziabad Additional Commissioner (Appeals), Ghaziabad Appeal to be filed before Additional Commissioner (Appeals), Ghaziabad Hon'ble Rajasthan High Court Hon'ble High Court, Jodhpur Hon'ble Supreme Court Hon'ble High Court, Jaipur Hon'ble High Court, Jaipur Assessing Officer Hon'ble High Court, Jaipur CompAT
(x) The Company does not have accumulated losses at the end of the year and it has not incurred cash losses in the current year as well as in the immediately preceding financial year. (xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders. (xii) According to information and explanation given to us, we are of the opinion that the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (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 prima facie prejudicial to the interest of the Company. (xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans availed by the Company were,
prima facie, applied by it during the year for the purpose for which the loans were raised, other than temporary deployment in deposits with banks and mutual funds, pending application of those loans. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purpose. (xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act. (xix) There are no debentures outstanding at the year end. (xx) The Company has not raised any money by way of public issues during the year. (xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management. For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : April 23, 2013
25
BALANCE SHEET AS AT 31ST MARCH, 2013

PARTICULARS EQUITY AND LIABILITIES SHAREHOLDERS' FUNDS Share Capital Reserves and Surplus NON-CURRENT LIABILITIES Long-Term Borrowings Deferred Tax Liabilities (Net) Other Long Term Liabilities Long Term Provisions CURRENT LIABILITIES Short-Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions TOTAL ASSETS NON-CURRENT ASSETS Fixed Assets Tangible Assets Intangible Assets Capital Work-In-Progress Non-Current Investments Long Term Loans and Advances CURRENT ASSETS Inventories Trade Receivables Cash and Bank Balances Short-Term Loans and Advances Other Current Assets TOTAL SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying notes are integral part of the financial statements. As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 For and on behalf of the Board of Directors Braj Binani Chairman Note No. 31st March, 2013 (` in Lakhs) 31st March, 2012
1 2
18,860.38 58,753.34 77,613.72 103,984.35 19,873.30 3,520.17 201.56 127,579.38 4,103.48 51,970.07 74,662.46 169.88 130,905.89 336,098.99
18,860.38 45,825.77 64,686.15 114,983.58 19,463.00 3,365.90 173.18 137,985.66 6,783.28 37,586.69 73,592.74 78.41 118,041.12 320,712.93
3 41 4 5
6 40 7 8
9 9 9 10 11
119,294.61 395.06 13,988.94 103,823.17 16,909.40 254,411.18 14,832.29 174.63 7,507.12 58,904.09 269.68 81,687.81 336,098.99
121,761.99 208.74 11,719.17 84,633.09 23,790.43 242,113.42 16,833.79 8,208.22 53,254.87 302.63 78,599.51 320,712.93
12 13 14 15 16
24
P. Acharya Sr. Executive Director & Wholetime Director
26
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
PARTICULARS Revenue from Operations (Gross) Less: Excise Duty Revenue from Operations (Net) Other Income Total Revenue Expenses : Cost of materials consumed Purchase of Stock-in-Trade Changes in inventories of finished goods, work-in-progress and Stock-inTrade Employee Benefit Expense Financial Costs Depreciation and Amortization Expense Other Expenses Total Expenses Profit before exceptional and extraordinary items and tax Exceptional Items Profit before extraordinary items and tax Extraordinary Items Profit Before Tax Tax Expense: Current Tax Less : MAT Credit Entitlement Net Current Tax Deferred Tax Profit/(Loss) for the period from continuing operations Profit/(Loss) for the period Earning per Equity Share: Basic Diluted SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying notes are integral part of the financial statements. As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 For and on behalf of the Board of Directors Braj Binani Chairman 24 Note No. 17 31st March, 2013 255,553.09 33,858.63 221,694.46 6,323.38 228,017.84 29,731.38 1,883.03 (1,597.02) 5,786.54 21,089.69 10,542.86 145,081.58 212,518.06 15,499.78 15,499.78 15,499.78 3,107.00 3,107.00 410.30 11,982.48 11,982.48 6.35 6.35 (` in Lakhs) 31st March, 2012 233,211.14 30,430.01 202,781.13 2,886.45 205,667.58 26,644.94 236.50 880.78 4,996.92 16,140.07 10,354.61 139,848.26 199,102.08 6,565.50 1,250.34 5,315.16 5,315.16 1,035.00 (1,023.63) 11.37 464.00 4,839.79 4,839.79 2.57 2.57
18
19 43 20 21 22 23
27
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 1 SHARE CAPITAL (` in Lakhs) PARTICULARS Authorised 423,899,600 Equity Shares (Previous Year 423,899,600) of ` 10/- each Issued, Subscribed and Paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up Add: Amount paid up on forfeited Shares TOTAL 31st March, 2013 42,389.96 42,389.96 18,860.13 0.25 18,860.38 31st March, 2012 42,389.96 42,389.96 18,860.13 0.25 18,860.38
1) 185,649,464 - 98.43% (Previous Year 181,686,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company Binani Industries Limited and its nominees. 2) 14,500,000 Equity Shares have been bought back in financial year 2010-2011 under tender offer route and later extinguished. 3) Reconciliation of number of shares outstanding at the beginning and at the end of the year 31st March, 2013 No. of Shares (` in Lakhs) 188,601,274 18,860.13 188,601,274 18,860.13 31st March, 2012 (` in Lakhs) No. of Shares 188,601,274 18,860.13 188,601,274 18,860.13
4)
Outstanding at the beginning of the year Less : Shares bought back Outstanding at the end of the year
Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares entitled to one vote per share . The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
NOTE NO. - 2 RESERVE & SURPLUS (` in Lakhs) PARTICULARS Capital Redemption Reserve As per Last Balance Sheet Add/Less : Transfer from/(to) Profit and Loss Account Debenture Redemption Reserve As per Last Balance Sheet Add/Less : Transfer from/(to) Profit and Loss Account General Reserve As per Last Balance Sheet Add : Transferred from Profit and Loss Account Balance in Profit & Loss Account As per Last Balance Sheet Transferred from Profit and Loss Statement 31st March, 2013 1,450.00 438.00 (438.00) 7,843.00 34,312.22 11,982.48 46,294.70 31st March, 2012 1,450.00 1,200.00 (762.00) 7,843.00 28,710.43 4,839.79 33,550.22
1,450.00
1,450.00
438.00
7,843.00
7,843.00
28
NOTE NO. - 2 CONTD PARTICULARS Transfer (to) / from Debenture Redemption Reserve FOREIGN CURRENCY TRANSLATION RESERVE As per Last Balance Sheet Add : Exchange Difference during the year on net Investment in non integral foreign operations TOTAL NOTE NO. - 3 LONG TERM BORROWINGS (` in Lakhs) PARTICULARS TERM LOANS From Bank (Refer Note no. 32 B (I & II)) - Secured - Unsecured Financial Institutions - Secured DEFERRED PAYMENT LIABILITIES Unsecured (Refer Note no. 28) TOTAL NOTE NO. - 4 OTHER LONG TERM LIABILITIES PARTICULARS Trade Deposits TOTAL NOTE NO. - 5 LONG TERM PROVISIONS PARTICULARS For Leave Encashment TOTAL 31st March, 2013 201.56 201.56 (` in Lakhs) 31st March, 2012 173.18 173.18 31st March, 2013 3,520.17 3,520.17 (` in Lakhs) 31st March, 2012 3,365.90 3,365.90 1,434.88 103,984.35 3,813.54 114,983.58 376.26 1,059.88 102,173.21 102,173.21 97,610.16 12,500.00 110,110.16 31st March, 2013 31st March, 2012 31st March, 2013 438.00 1,782.55 945.09 46,732.70 (` in Lakhs) 31st March, 2012 762.00 (161.45) 1,944.00 34,312.22
2,727.64 58,753.34
1,782.55 45,825.77
29
NOTE NO. - 6 SHORT TERM BORROWINGS PARTICULARS LOANS REPAYABLE ON DEMAND From Bank - Secured (Refer Note no. 32 C) OTHER LOANS AND ADVANCES - Secured TOTAL NOTE NO. - 7 OTHER CURRENT LIABILITIES PARTICULARS Current maturities of Long term debt (Refer Note no. 28 and 32 B (I & II) ) Interest accrued but not due on borrowings Unpaid Dividends VAT & withholding Taxes Payable Advance from Customers TOTAL NOTE NO. - 8 SHORT TERM PROVISIONS PARTICULARS PROVISION FOR EMPLOYEE BENEFITS For Gratuity For Leave Encashment TOTAL 141.69 28.19 169.88 169.88 47.61 30.80 78.41 78.41 31st March, 2013 (` in Lakhs) 31st March, 2012 31st March, 2013 41,754.57 15.06 19.17 28,969.18 3,904.48 74,662.46 74,662.46 (` in Lakhs) 31st March, 2012 42,885.75 7.03 19.23 26,635.12 4,045.61 73,592.74 73,592.74 4,103.48 3,600.00 6,783.28 4,103.48 3,183.28 31st March, 2013 (` in Lakhs) 31st March, 2012
30
(` in Lakhs) Gross Block 1st April, 2012 Additions during the Period Sales/ Transfers/ Adjustments 31st March, 2013 1st April, 2012 Additions during the Period Sales/ Transfers/ Adjustments 31st March, 2013 31st March, 2013 31st March, 2012 Depreciation/Ammortisation Net Depreciated Block
NOTE NO. 9
FIXED ASSETS
Particulars
Fixed Assets 3,713.23 8,998.23 56.33 8,613.91 179,621.28 2,965.17 784.12 284.50 285.70 576.53 202,185.77 871.06 871.06 203,056.83 195,753.33 73,469.16 313.44 313.44 73,782.60 64,124.79 264.81 126.09 206.47 17.80 40.75 49.78 10,380.45 162.56 162.56 10,543.01 10,354.77 455.46 53.39 515.02 141.95 69,021.47 9,684.29 948.97 0.29 3.60 5.59 958.45 958.45 696.96 2,871.50 391.91 8.34 0.58 8.92 3,263.41 77,756.79 656.97 508.85 223.98 163.24 309.00 82,891.16 476.00 476.00 83,367.16 73,782.60 56.33 8,389.31 178,244.88 2,965.17 784.12 281.70 277.10 519.31 195,231.15 522.18 522.18 195,753.33 189,703.46 7,324.91 1,275.04 8,517.49 1,213.99 348.88 348.88 8,168.61 1,213.99 64.02 6.80 12.91 4.31 3.09 0.29 2,578.99 1,202.59 224.60 5,285.00 8,998.23 47.41 5,350.50 101,864.49 2,308.20 275.27 60.52 122.46 267.53 119,294.61 395.06 395.06 119,689.67 121,970.73 13,988.94 11,719.17 3,713.23 47.99 5,517.81 109,223.41 2,450.15 328.66 75.23 151.01 254.50 121,761.99 208.74 208.74 121,970.73
Tangible Assets
Freehold Land
Leasehold Land
Building* (Including Roads)
Plant and Machinery *
Railway Sidings
Mine Exploration & Developments **
Furniture & Fixtures
Vehicles
Office and Other Equipments
Total Tangible Assets
Intangible Assets
Computer Software
Total Intangible Assets
Total Fixed Assets
Total Previous Year
Capital Work-inProgress
* 1. Buildings includes assets built on land not owned by the Company ` 398.02 Lakhs (Previous Year ` 398.02 Lakhs)
2. Plant & Machinery includes assets built on land not owned by the Company ` 226.34 Lakhs (Previous Year ` 212.83 Lakhs)
** Includes expenses of ` 26.57 Lakhs incurred for development of new Mine area from which ores are not yet extracted.
31
NOTE NO. - 10 NON CURRENT INVESTMENTS (` in Lakhs) 31st March, 2012 PARTICULARS 31st March, 2013 Non Trade (valued at cost unless stated otherwise) Investment in Equity Shares of Subsidiaries Unquoted 75,600,000 fully paid up Shares (Previous Year 75,600,000 Shares) of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up 48,749,925 Fully paid up Shares (Previous Year 48,749,925 Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each 49,300,000 fully paid up (Previous Year 47,300,000 fully paid-up) Shares of Murari Holdings Ltd. of US Dollar 1 each 15,000,000 fully paid up Shares (Previous Year 15,000,000) of Bhumi Resources (Singapore) Pte. Ltd. of US Dollar 1 each 50,000 Fully paid up Shares (Previous Year 50,000) of Merit Plaza Ltd. of ` 10 each 50,000 Fully paid up Shares (Previous Year 50,000) of Swiss Merchandise Insfrastructure Ltd. of ` 10 each 6,209,000 Fully paid up Shares (Previous Year 3,659,000) of Binani Ready Mix Concrete Ltd. of ` 10 each 10,000 Fully paid up Shares (Previous Year Nil) of Binani Energy Pvt. Ltd. of ` 10 each Investment in Preference Shares of Subsidiaries Unquoted 9,631,835 fully paid up (Previous Year 9,631,835 fully paid-up) 8% Cumulative Preference Shares of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each Aggregate value of Unquoted Investments Advance for Investments in Subsidiaries Murari Holdings Ltd. Mukundan Holdings Ltd. TOTAL NOTE NO. - 11 LONG TERM LOANS AND ADVANCES (` in Lakhs) 31st March, 2012 PARTICULARS 31st March, 2013 Unsecured Considered Good 2,249.03 Capital Advances (Includes ` 1,000 Lakhs to a related party BIL 1,875.03 Infratech, Fellow Subsidiary) Security Deposits 891.64 900.81 Loans and Advances to Subsidiary Companies (Refer Note no. 45 15,213.00 9,776.00 for related parties) Advances recoverable in cash or in kind 218.42 386.47 Advance Tax Including Tax deducted at Source (net) 2,474.55 82.31 Mat Credit Entitlement 2,733.00 3,877.99 Fringe Benefit Tax (net) 10.79 23,790.43 10.79 16,909.40 23,790.43 TOTAL 16,909.40
36,096.24
36,096.24
15,798.84 24,298.04 6,797.53 5.00 5.00 296.40 3.18
15,798.84 23,272.67 6,797.53 5.00 5.00 41.40 -
2,616.41 85,916.64 9,716.65 8,189.88 -
2,616.41 84,633.09
17,906.53 103,823.17
84,633.09
32
NOTE NO. - 12 INVENTORIES (REFER NOTE NO. 24) (` in Lakhs) PARTICULARS Raw Material and Packing Material [(Includes ` 18.44 Lakhs in transit), (Previous Year ` 5.33 Lakhs)] Work - In - Progress Finished Goods Stores and Spares Parts and Fuel [(Includes ` 271.11 Lakhs in transit), (Previous Year ` 48.27 Lakhs)] Loose Tools Stock TOTAL NOTE NO. - 13 TRADE RECEIVABLES (` in Lakhs) PARTICULARS Unsecured, considered good Other Debts - (less than six months) TOTAL NOTE NO. - 14 CASH & BANK BALANCES PARTICULARS CASH & CASH EQUIVALENTS Balances with Banks : Current Accounts Deposit Accounts (original maturity of less than 3 months) Cheques, drafts on hand Cash on hand OTHER BANK BALANCES Deposit Accounts (original maturity of more than 3 months) (in margin Accounts) Dividend Accounts TOTAL NOTE NO. - 15 SHORT TERM LOANS AND ADVANCES PARTICULARS LOANS AND ADVANCES TO RELATED PARTIES (UNSECURED CONSIDERED GOOD) Due from Subsidiary Companies Inter Corporate Deposits (Refer Note no. 45 for related parties) OTHERS (UNSECURED CONSIDERED GOOD) Advances recoverable in cash or in kind Balance with Statutory Authorities TOTAL 31st March, 2013 (` in Lakhs) 31st March, 2012 31st March, 2013 (` in Lakhs) 31st March, 2012 31st March, 2013 174.63 174.63 174.63 31st March, 2012 31st March, 2013 1,203.76 72.99 4,032.62 9,502.38 20.54 14,832.29 14,832.29 31st March, 2012 1,685.81 51.33 2,172.57 12,895.37 28.71 16,833.79 16,833.79
2,033.76 10.10 5,444.03 19.23
2,043.86
7,426.99 152.77 3.10 5.32 600.75
7,588.18
5,463.26 7,507.12
19.29
620.04 8,208.22
54,704.00 2,055.46 2,144.63
54,704.00
9,651.00 39,950.00 2,237.54 1,416.33
49,601.00
4,200.09 58,904.09
3,653.87 53,254.87
33
NOTE NO. - 16 OTHER CURRENT ASSETS (` in Lakhs) PARTICULARS Interest Receivable Assets held for disposal Forward Contract Premium (Unamortised) TOTAL NOTE NO. - 17 REVENUE FROM OPERATIONS PARTICULARS Sale of Products Cement* Other Operating Revenues Less : Excise Duty TOTAL 31st March, 2013 Quantity MT Value 5,680,553 254,906.09 647.00 255,553.09 33,858.63 221,694.46 (` in Lakhs) 31st March, 2012 Quantity MT Value 5,611,969 232,334.79 876.35 233,211.14 30,430.01 202,781.13 31st March, 2013 135.82 45.00 88.86 269.68 269.68 31st March, 2012 99.35 91.27 112.01 302.63 302.63
* Sales include sale of traded goods of 43,952.75 MT amounting to ` 2,065.93 Lakhs (Previous Year 5,598.90 MT amounting to ` 316.91 Lakhs) and self consumption of 1,494.36 MT amounting to ` 41.37 Lakhs (Previous Year 3,154.48 MT amounting to ` 82.91 Lakhs). NOTE NO. - 18 OTHER INCOME PARTICULARS Interest Income (Inter Corporate Deposits) Interest Income (Fixed Deposits) Interest Income (Others) Dividend Received (Current Investment) Other Miscellaneous Income TOTAL NOTE NO. - 19 COST OF MATERIALS CONSUMED PARTICULARS Limestone Silica Sand (with iron ore/red ocher) Gypsum Fly Ash Packing Materials Purchased Clinker TOTAL 31st March, 2013 6,618.03 58.10 5,252.42 7,722.40 9,316.69 763.74 29,731.38 (` in Lakhs) 31st March, 2012 7,386.57 51.61 5,242.97 5,496.05 8,467.74 26,644.94 31st March, 2013 5,980.53 127.18 49.11 50.99 115.57 6,323.38 (` in Lakhs) 31st March, 2012 2,108.33 413.02 56.05 199.00 110.05 2,886.45
34
NOTE NO. - 20 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE PARTICULARS (Increase)/Decrease in Work-in-Process Opening Stock Closing Stock (Increase)/Decrease in Finished Stocks Opening Stock Closing Stock Excise Duty - on Cement/Clinker stock and samples etc. Changes in inventories of finished goods, work-in-progress and Stock-in-Trade BREAK-UP OF OPENING AND CLOSING STOCK OF FINISHED GOODS Opening Stock Quantity (MT) Cement (MT) Clinker (MT) TOTAL 45,765 (75,563) 40,585 (68,618) Value 1,226.29 (1,869.08) 946.29 (1,481.10) 2,172.57 (3,350.18) Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 3,648.00 MT (Previous Year 7,339.85 MT) (Figures in brackets pertain to Previous Year) NOTE NO. - 21 EMPLOYEE BENEFIT EXPENSE PARTICULARS Salaries and Wages Contribution to Provident and other Funds Gratuity Expenses Workmen and Staff Welfare Expenses TOTAL NOTE NO. - 22 FINANCE COSTS PARTICULARS Interest Expenses Other Borrowing Costs (Gain)/Loss on foreign currency transactions (net) TOTAL 31st March, 2013 20,242.80 728.16 118.73 21,089.69 (` in Lakhs) 31st March, 2012 15,015.94 865.38 258.75 16,140.07 31st March, 2013 5,051.93 310.20 138.40 286.01 5,786.54 (` in Lakhs) 31st March, 2012 4,360.25 292.38 102.52 241.77 4,996.92 Closing Stock Quantity (MT) 61,253 (45,765) 115,537 (40,585) Value 1,672.92 (1,226.29) 2,359.71 (946.29) 4,032.62 (2,172.57) 2,172.57 4,032.62 (1,860.05) 284.69 (1,597.02) 3,350.18 2,172.57 1,177.61 (343.20) 880.78 51.33 72.99 (21.66) 97.70 51.33 46.37 31st March, 2013 31st March, 2012 (` in Lakhs)
35
NOTE NO. - 23 OTHER EXPENSES PARTICULARS Power & Fuel Freight and Loading Expenses on Clinker Transfer Consumption of Stores and Spares Repairs and Maintenance - Buildings - Plant and Machinery - Others Other Operating Expenses Rent Insurance Rates and Taxes Exchange Fluctuation (net) Advertisement and Sales Promotion Royalty on Trademark Directors Fee Freight & Forwarding Commission to Selling Agents Loss on sale / discard of Fixed Assets (net) Management Services Fee Miscellaneous Expenses TOTAL 31st March, 2013 55,385.83 5,462.71 4,929.37 169.68 1,218.46 105.49 2,153.61 423.47 649.99 780.65 1,601.58 11.54 11,045.13 12.27 50,376.57 3,456.39 224.28 3,938.50 3,136.06 145,081.58 (` in Lakhs) 31st March, 2012 60,256.60 4,412.09 5,110.29 182.39 1,115.13 83.83 1,860.36 401.40 607.62 602.08 1,559.87 359.01 8,062.39 2.03 45,533.55 3,284.17 456.31 3,114.30 2,844.84 139,848.26
36
NOTE NO. - 24 SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention, except where impairment is made and on accrual basis in accordance with accounting principles generally accepted in India and the provisions of the Companies Act, 1956. Accounting policies have been consistently applied by the Company and are consistent with those used in the Previous Year. USE OF ESTIMATES The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialised. REVENUE RECOGNITION a) Domestic Sales are accounted for on transfer of substantial risks and rewards which generally coincides with dispatch of products to customers and Export Sales are accounted for on the basis of dates of Bill of Lading. Sales are net of Rebate & Discount. b) In case of sale of Carbon Credits, (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer.
c) Export benefits are accounted for on the basis of application filed with the appropriate authority. d) Dividend Income on Investments is accounted for when the right to receive the payment is established. Interest income is recognised on accrual basis. ACCOUNTING OF CLAIMS a) Claims receivable are accounted for at the time when reasonable certainty of receipt is established. Claims payable are accounted for at the time of acceptance. b) Claims raised by Government Authorities regarding taxes and duties, are accounted for based on the merits of each claim. If same is disputed by the Company, these are shown as Contingent Liabilities. FIXED ASSETS Fixed Assets are stated at cost, net of Cenvat less accumulated depreciation and impairment loss (if any). Cost includes trial run and stabilization expenses, interest, finance costs and incidental expenses up to the date of capitalization less specific grants received, if any. INTANGIBLE ASSETS Intangible Assets are stated at cost of acquisition less accumulated amortisation and impairment loss if any. DEPRECIATION AND AMORTISATION Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered. Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner prescribed as per Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company. However Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly. The total expenditure on mine exploration and development is amortised in the ratio of ore extracted to the total estimated exploitable reserves. Leasehold Land is amortised on a straight-line basis over the period of lease.
37
Assets having individual value below ` 5000 is depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year. Expenditure on major computer software is amortised on a straight-line method over the period of five years. IMPAIRMENT OF ASSETS At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on Impairment of Assets issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognised in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount. VALUATION OF INVENTORIES Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted average cost (net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories are not written down below cost if the finished products in which they are used and expected to be sold at or above cost. Finished Goods and Work in Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty. CONTINGENCIES / PROVISIONS A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. INVESTMENTS Investments classified as long term investments are stated at cost. Provision is made to recognise any diminution, other than temporary, in the value of such investments. Current Investments are carried at lower of cost and fair value. FOREIGN EXCHANGE TRANSACTIONS Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the premium / discount are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment. EXPENDITURE DURING CONSTRUCTION PERIOD In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised. EMPLOYEE BENEFITS i) Defined Contribution Plan Contribution to defined contribution plans are recognised as expense in the Profit and Loss Account, as they are incurred.
ii) Defined Benefit Plan 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.
38

BORROWING COSTS
Borrowing costs, which are directly attributable to acquisition, construction or production of a qualifying asset, are capitalised as a part of the cost of the asset. Other borrowing costs are recognised as expenses in the period in which they are incurred. SEGMENT REPORTING POLICIES Primary Segment is identified based on the nature of products and services, the different risk and returns and the internal business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate. OPERATING LEASE The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating leases. Operating lease payments are recognised as expenses in the Profit and Loss Statement. EARNING PER SHARE Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity share holders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earning per share, the net profit or loss for the year attributable to equity share holders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. CASH AND CASH EQUIVALENTS Cash and Cash equivalents for the purpose of Cash Flow Statements comprise Cash in hand and at bank in Current Accounts and Deposit Accounts with maturity less than 3 months. INCOME TAXES Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting Standard 22 on Accounting For Taxes on Income, issued by the ICAI. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising on account of unabsorbed depreciation and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise the same. NOTE NO. - 25 The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances) ` 17,012.16 Lakhs (Previous Year ` 1,830.97 Lakhs). NOTE NO. - 26 Contingent Liabilities not provided for : (i) The Company has imported fuel without payment of Customs Duty aggregating to ` 6.77 Lakhs (Previous Year ` 6.77 Lakhs) by utilizing transferable DEPB Licenses purchased from the market in the ordinary course of business. The Customs Department has issued show cause notice alleging that the original purchaser had obtained these licenses fraudulently. The above case is pending with Commissioner of Customs, Kandla. Company is hopeful of success as the Company is not at fault. Demands raised by Excise Department in various matters aggregating to ` 36 Lakhs (Previous Year ` 31.50 Lakhs) - against this we have deposited ` 6.28 Lakhs under protest (Previous Year ` Nil). Appeals are pending with various Appellate Authorities. Demands raised by Customs Department, Jamnagar in relation to import of coal made in earlier years aggregating to ` 30.61 Lakhs (Previous Year ` 30.61 Lakhs). the Company has filed Appeals before CESTAT, Mumbai. CESTAT Mumbai has set aside the order of the Appellate Commissioner with a direction that the appeal by the department against the Assistant 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.
(ii) (iii)
39

(iv)
Demands raised by Excise Department in various matters in relation to payment of Service Tax / Cenvat Credit of Service Tax ` 58.72 Lakhs (Previous Year ` 59.75 Lakhs). Appeals are pending with various Appellate Authorities. We have reversed cenvat credit/ paid ` 24.78 Lakhs (Previous Year ` 1.08 Lakhs) under protest. Commissioner, Central Excise, Jaipur II issued a show cause notice disputing basis of Excise Duty calculated for sales made to contractual buyers. We have paid duty accordingly before issuing of show cause notice. However Commissioner imposed penalty of ` 1 Lakh (Previous Year ` 1 Lakh) which is disputed by us on the ground that we have paid duty before issuing show cause notice, and an appeal has been filed before CESTAT and stay granted against recovery of penalty till disposal of appeal. Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 34.70 Lakhs (Previous Year ` 34.70 Lakhs). the Company filed an appeal before Commissioner (Appeals), Jaipur II and same was rejected. Thereafter Company filed an appeal with CESTAT New Delhi and CESTAT has set aside the order and matter has been remanded back to the adjudicating authority to deal with the matter afresh in accordance with the provisions in law.
(v)
(vi)
(vii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 138.55 Lakhs (Previous Year ` Nil). We are filing an appeal before CESTAT, New Delhi. (viii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under various Chapters amounting to ` 1.38 Lakhs (Previous Year ` Nil). the Company filed an appeal before CESTAT, New Delhi and stay granted. (ix) Demand raised for difference in duty amounting to ` 0.52 Lakhs (Previous Year ` Nil) between duty payable at MRP based assessable value and duty paid on transaction value in relation to sales made to Industrial buyer which was subsequently resold by them. We have already deposited differential duty demand alongwith interest before issue of show cause notice. However Commissioner has reviewed the order for imposition of penalty and in view of this the department has filed an appeal before Commissioner (Appeals) Jaipur II. Demands raised by Additional Commissioner Central Excise, Jaipur I in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under various Chapters amounting to ` 6.55 Lakhs (Previous Year ` Nil). The Company filed an appeal before Commissioner (Appeals) Jaipur I. Demands raised for differential Custom duty by Customs Department, Jamnagar in relation to Bill of entry no. F-176 date 06.02.2009 of 24104 MT for Indonesian coal imported in 2009-10, aggregating to ` 42.16 Lakhs (Previous Year ` 42.16 Lakhs), on the ground of valuation of coal taking C & F value of coal @ $ 154.34 PMT instead of $ 86 PMT on which we have paid the customs duty i.e. the price finally agreed by the supplier as the coal supplied by the supplier was of inferior quality . The Company filed appeal before the Commissioner of Customs (Appeals), Jamnagar but the same has been rejected. The Company has filed an appeal before CESTAT, Ahmedabad against the order of the Commissioner of Customs (Appeals), Jamnagar and stay granted.
(x)
(xi)
(xii) Demands raised by Sales Tax Department aggregating to `70.21 Lakhs (Previous Year `70.21 Lakhs) contending that the Company has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before Honble High Court, Jodhpur and has also obtained an interim relief. Besides this, the Sales Tax department has also issued demand notices relating to various matters aggregating to ` 0.50 Lakhs (Previous Year `0.50 Lakhs), which are being contested by the Company, including in appeal and is hopeful of success. (xiii) Demands raised by U P Commercial Tax Department on account of entry tax on Cement for the year 2003 to 2009 aggregating to ` 270.66 Lakhs (Previous Year ` 169.36 Lakhs), based on market price which was disputed by the Company before various appellate authorities on the ground that the Entry Tax is payable on stock transfer price. The Company has paid ` 36.29 Lakhs (Previous Year ` 36.29 Lakhs) under protest . (xiv) Demand assessed by Uttar Pradesh Commercial Taxes Department on account of entry tax ` 263.90 Lakhs for the period 2009-10 (Previous Year ` 268.01 Lakhs), based upon the market value of cement stock transfer. The Case is pending before Honble Supreme Court. Against the demand we have deposited ` 158.67 Lakhs based upon stock transfer price and balance demand of ` 105.23 Lakhs recovered through encashment of Bank Gurantee has been paid under protest. Also department has raised demand of ` 36.78 Lakhs towards Interest against which we have paid ` 20.46 Lakhs under protest and balance Interest demand is stayed.
40
(xv) Demand raised by Uttar Pradesh Commercial Taxes Department on account of penalty on late deposit of VAT amounting to ` 21.60 Lakhs (Previous Year ` 21.60 Lakhs). Appeal filed before Commercial Taxes Tribunal, Ghaziabad against the order of Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad . We have deposited ` 12.96 Lakhs (Previous Year ` 12.96 Lakhs) under protest. (xvi) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) on account of incomplete documents carried by Truck of Cement. We have deposited ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad. (xvii) The Joint commissioner (Corporate Circle), UP Commercial Taxes, Ghaziabad has passed the Assessment order for the year 2008-09 & 2009-10 and raised additional demand of ` 8.09 Lakhs. The case for the year 2008-09 is pending before Additional Commissioner (Appeal), Commercial Taxes Ghaziabad. Against demand of ` 4.88 Lakhs for the year 2008-09 ` 1.59 Lakhs deposited under protest and stay granted for ` 2.44 Lakhs. For the year 2009-10 we are in process of filling an appeal before Additional Commissioner (Appeal), Commercial Taxes Ghaziabad. (xviii) Letters of Credit opened by banks on behalf of the Company ` 233.64 Lakhs (Previous Year ` 183 Lakhs). (xix) Guarantees given by Banks ` 390.01 Lakhs (Previous Year ` 371.90 Lakhs). (xx) Corporate Guarantees given to Banks in respect of loans to subsidiaries, step down subsidiaries, holding company and its other subsidiaries / step down subsidiaries ` 2,21,226.55 Lakhs (Previous Year ` 2,08,859.28 Lakhs). (xxi) Claims against the Company in respect of certain Income Tax matters ` 2,075.63 Lakhs (Previous Year ` 1,147.86 Lakhs ) out of which ` 863.31 Lakhs has been paid by the Company or adjustable by the department against the refund due to the Company. (xxii) the Company has placed a purchase order for procurement of Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the Ship M/s Great Eastern Shipping Co. Ltd. has filed the suit against the Company for providing original Bills of lading. We have informed to that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred / to be incurred by Binani Cement Limited till the time matter is finally resolved. the Company have incurred expenses of ` 740.73 Lakhs up to 31.03.2013 (upto Previous Year ` 503.79 Lakhs)to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the account of supplier as to be recovered from the party. (xxiii) Under the Rajasthan Finance Act, 2006, the Assessing Authority has assessed land tax on leasehold land for the year 2006-07 to 2011-12 and raised demand notices for ` 1,701.40 Lakhs. The matter was challenged by the Company in Honble Rajasthan High Court, Jaipur. Honble High Court has granted stay on demand notices and ordered to deposit certain amount in respect of each year. The Company has already deposited ` 48 Lakhs in advance for the year 2006-07. In the current year 2012-13, ` 150 Lakhs as been deposited towards the demands for the year 2007-08 to 2011-12 in compliance of the orders of Honble High Court. The matter is already protested and is subjudice. NOTE NO. - 27 Claims against the Company not acknowledged as debts : (i) (ii) Quality Claims ` 0.07 Lakhs (Previous Year ` 1.80 Lakhs). Other Matters ` 0.25 Lakhs (Previous Year ` 1.54 Lakhs).
NOTE NO. - 28 The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee, but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the 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 ` 13,327.19 Lakhs (excluding interest, if any) availed by the Company till 31st March, 2006.
41
However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f. 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f. 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as Unsecured Loan. (Refer Note no. 3 & 7). The Company has paid ` 59.11 Lakhs under protest during 2012-13. During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with 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 ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned ` 280.47 Crores in November, 2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the 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 ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under the Incentive Scheme. The Company has continued to avail the deferment benefit, pending the decision of State Government / SLSC. Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 1,7741.77 Lakhs against which we have deposited ` 399.21 Lakhs under protest as per the directions of the Honble High Court and ` 600 Lakhs has been also deposited under protest during 2012-13. The matter is pending for decision before Honble Rajasthan High Court / State Government. NOTE NO. - 29 The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit and loss account. NOTE NO. - 30 The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest (Previous Year ` 333.06 Lakhs) shown as current liability in note 7, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 2006. the Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under Section 16(3) of the said Act. The said petition was admitted by the 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 ` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted solvent security for the balance amount. NOTE NO. - 31 The Company was selling Cement on inter-state sales @ 6% CST without C form u/s 8(5) of CST act as per notification no. F.4(1)FD/Tax Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of C or D form in the earlier notifications issued prior to 11.05.2002 on 27.09.2005, which clearly establishes that prior to amendment in the notification, there was no requirement of C forms unless the notifications are amended. The above referred notification dated 21.01.2000 was rescinded by the Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Honble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Honble High Court against submission of bank guarantee for the demand amount. In compliance of Honble High Court order, the Company has submitted Bank Guarantees of ` 60.52 Lakhs (including interest) to the Assessing Authority, Commercial Taxes Department, Pali.
42

NOTE NO. - 32: LOANS - SECURED Nature of Loans DEBENTURES 11.95% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.95% SRNCD)
Nature of Security Secured by a) a charge created on the movable and immovable properties of the Company both present and future (except (a) the Assets Specifically charged (see note below) b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking paripassu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and c) Corporate Guarantee of Binani Industries Limited (BIL). The Debenture redeemed in a period of 6 years in quarterly instalments of ` 291.70 Lakhs, commencing from 31st March, 2007 and ending on 31st December, 2012.
31st March'13 -
(` in Lakhs) 31st March'12 875.00
A i)
B. I) a)
II) a)
b)
c)
d)
TERM LOANS Financial Institutions Eksport Kredit 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 Finansiering defined clearly in the loan agreement dated 06.02.2007 entered with A/S - Foreign Currency Loans EKF A/s. b) Pari Passu charge on Trust and Retention account and c) Corporate Guarantee of BIL. Loan repayable in 11 equal half yearly instalments of USD 6.86 Lakhs commencing from June, 2009 and interest rate 1.26% p.a. (Libor+75 bps). Banks IDBI Bank Ltd. Secured/to be secured a) first mortgage and charge created on movable and immovable properties of the Company both present and (IDBI) - Term future ((a) except the assets charged Specifically (see note below) b) Loans Corporate Guarantee of BIL, except the term loan of ` 6,000 Lakhs and ` 7,500 Lakhs (whose outstanding as on 31st March, 2013 is ` 1,500 Lakhs and ` 7,500 Lakhs) and c) Pari Passu charge on Trust & Retention Account (Except for term loan of ` 6,000 Lakhs and ` 7,500 Lakhs). Term Loans repayable ` 7,071.01 Lakhs in Financial Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 2014-15 to 201516, ` 2,615.96 Lakhs for Financial Year 2016-17, ` 2,290.92 Lakhs for Financial Year 2017-18 and ` 954.55 Lakhs for Financial Year 2018-19 and Interest rate ranging from 12.50% to 14.25% per annum. Syndicate Bank Secured/to be secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at - Term Loan Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan. Loan repayable in 14 equal quarterly instalments of ` 285.71 Lakhs commencing from December, 2011 and Interest rate 13.50% per annum. Syndicate Bank Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except the Assets Specifically charged (see note - Term Loan below) b) Post dated cheques for payment of principal & interest and c) Personal Guarantee of a promoter Director. Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from June, 2015 and Interest rate @ 12.50% per annum. Syndicate Bank Secured/to be secured by a) second charge on the Company's fixed assets both present and future except assets specifically charged (see - Rupee Term note below). Loan Loan repayable in 5 yearly instalments (at the end of 1st and 2nd year ` 1,500 Lakhs each, at the end of 3rd and 4th year ` 2,500 Lakhs each and of 5th year ` 2,000 Lakhs) commencing from November, 2012 and Interest rate @ 12.50% per annum.
1,128.78
1,766.47
24,074.46
28,985.77
2,285.70
3,428.56
7,500.00
7,500.00
8,500.00
10,000.00
43
e)
Nature of Loans UCO Bank Term Loan
f)
Central Bank of India - Term Loan
g)
State Bank of India - Term Loan Punjab National Bank - Term Loan
h)
i)
Bank of Baroda - Term Loan
j)
Central Bank of India - Term Loan Yes Bank - Term Loan
k)
l)
Bank of Baroda - Term Loan Indian Overseas Bank - Term Loan Ratnakar Bank Term Loan
m)
n)
Nature of Security 31st March'13 Secured/to be secured by a) pari passu subservient hypothecation charge on the plant and machinery of the Company except assets specifically charged (see note below) b) Post dated cheques for repayment of Principal & Interest. Loan repaid in 4 equal quarterly instalments of ` 1,500 Lakhs commencing from June, 2012 and Interest rate @ 12.70% per annum. Secured/to be secured by a) pari passu subservient hypothecation charge on the movable assets of the Company except assets specifically charged (see note below). b) Post dated cheques for repayment of Principal & Interest. Loan repaid in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012. Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, ` 3,500 Lakhs and ` 3,500 Lakhs commencing from September, 2012. Secured / to be secured by pari passu subservient hypothecation charge 5,000.00 on the Fixed Assets of the Company except assets specifically charged (see note below) Loan repayable in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from October, 2013 and Fixed Interest rate @ 11% per annum. Secured/to be secured by a) Subservient charge on fixed assets of 5,000.00 the Company both movable & immovable except assets specifically charged (see note below). Loan repayable in 4 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012 and Interest rate @ 12.75%% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets 14,000.00 of the Company except assets specifically charged (see note below). Loan repayable in 20 equal quarterly instalments of ` 1,000 Lakhs commencing from December, 2011 and Interest rate @ 12.75% per annum. Secured/to be secured by a) Exclusive first charge on movable and 8,750.00 immovable properties including land of first phase of 2x22.30 MW captive thermal power plant, comprising of 1x22.30 MW power plant, all associated equipments and shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant and on other such assets. b) post dated cheques. Loan repayable in 16 equal quarterly instalments of ` 625 Lakhs commencing from December, 2012 and Interest rate @13.10% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets of 7,500.00 the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from January, 2015 and Interest rate @ 12.50% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets of 15,000.00 the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 1,875 Lakhs commencing from June, 2015 and Interest rate @ 13% per annum. Secured/to be secured by a) Subservient hypothecation charge on the entire current assets and movable fixed assets both present and future of the Company except assets specifically charged (see note below). b) Post dated cheques for payment of principal. Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs commencing from January, 2013.
(` in Lakhs) 31st March'12 6,000.00
5,000.00
10,000.00
5,000.00
10,000.00
18,000.00
10,000.00
7,500.00
15,000.00
3,600.00
44
Nature of Loans o) Central Bank of India - Rupee Term Loan
Nature of Security Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable in 7 yearly Instalments of ` 700 Lakhs in 1st year, `1,300 Lakhs in 2nd year, ` 2,000 Lakhs, in each from 3rd year to 7th year, commencing from 31.03.2015 and Interest rate @ 12.75% per annum. Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 290 Lakhs in Financial Year 2014-15, ` 540 Lakhs in Financial Year 2015-16 and ` 834 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12% per annum. Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) . b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380 Lakhs in Financial Year 2015-16 and ` 583 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12.75% per annum. Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable ` 525 Lakhs in Financial Year 2014-15, ` 975 Lakhs in Financial Year 2015-16 and ` 1,500 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 11.75% per annum. Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below). Loan repayable in 20 quarterly instalments I.e.. 30-1-2014 and Interest rate @ 13.25% per annum. Secured against (a) First pari passu charge by way of hypothecation of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods, Consumables, Stores & Spares and Packing Material, Book Debts and other Receivables belonging to the Company, b) Second pari passu charge on the fixed assets of the Company c) Corporate Guarantee of BIL and (d) pari passu charge on Trust and Retention Account.
31st March'13 12,000.00
(` in Lakhs) 31st March'12 -
p)
Union Bank of India - Rupee Term Loan
5,000.00
q)
State bank of Patiala - Term Loan
2,500.00
r)
9,000.00
s)
Punjab National Bank - Term Loan
2,245.55
C.
WORKING CAPITAL DEMAND LOANS / CASH CREDIT From Scheduled Banks 4,103.48 3,183.28
Aggregate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs), secured by Personal Guarantee of Shri Braj Binani. ASSETS SPECIFICALLY CHARGED i) The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes Bank Limited. The assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank.
ii) iii)
45

NOTE NO. - 33 (a) Raw Material Consumption :
(` in Lakhs) Particulars Indigenous Limestone* Silica Sand (with iron ore / red ochre) Gypsum Fly Ash TOTAL * Direct Cost of mining and crushing including Royalty and Cess. (b) Spares and Components Consumed: (` in Lakhs) Particulars Imported Indigenous TOTAL NOTE NO. - 34 Managerial Remuneration (` in Lakhs) Particulars Salary Contribution to Provident and other funds Perquisites * Commission to Directors (other than Whole-time Directors) TOTAL 31st March, 2013 139.54 0.61 140.15 31st March, 2012 67.51 6.47 14.12 18.00 106.10 31st March, 2013 Value 1,277.52 3,321.27 4,598.80 % 27.78 72.22 100.00 31st March, 2012 Value 1,993.66 2,793.36 4,787.02 % 41.65 58.35 100.00 7,060,708 7,985 347,966 713,040 6,618.03 58.10 5,252.42 7,722.40 19,650.95 7,062,406 8,266 331,993 560,818 7,386.57 51.61 5,242.97 5,496.05 18,177.20 31st March, 2013 Quantity (Mt) Value 31st March, 2012 Quantity (Mt) Value
* Excluding contribution to gratuity fund and provision for leave encashment since the same are provided on an actuarial basis for the Company as a whole. NOTE NO. - 35 Value of imports calculated on C.I.F. basis (` in Lakhs) Particulars Capital Goods Raw Materials Components and Spare Parts of Machinery 31st March, 2013 4,407.73 1,743.09 31st March, 2012 671.32 287.28 1,031.50
46
NOTE NO. - 36: Expenditure in Foreign Currency (on Accrual basis) (` in Lakhs) Particulars Interest Consultancy Others TOTAL NOTE NO. - 37: Remuneration to Auditors (` in Lakhs) Particulars Statutory Auditors As Auditor For taxation matters For other services For reimbursement of expenses TOTAL Cost Auditors As Auditor For other services For Reimbursement of expenses TOTAL NOTE NO. - 38 Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` 11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses. 1.00 0.21 1.21 0.90 0.18 1.08 15.00 12.10 15.00 1.18 43.28 11.25 9.19 1.59 0.42 22.45 31st March, 2013 31st March, 2012 31st March, 2013 453.49 5.05 34.64 493.18 31st March, 2012 130.44 19.22 49.81 199.46
47

NOTE NO. - 39
The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under: Particulars Balance Brought forward Power and Fuel Other Operating Expenses Repairs and Maintenance - Others Management / Consultancy Fee Salaries and Wages Contribution to Provident and other Funds Workmen and Staff Welfare Expenses Rent Insurance Other Sundry Expenses Depreciation Exchange Loss (Net) Finance Charges Less: Exchange Fluctuations (net) Miscellaneous Income Balance in Capital work in Progress Less : Capitalised Balance carried forward 31st March, 2013 4,090.46 2.39 63.23 0.04 125.75 110.45 6.31 0.01 0.68 17.11 104.34 0.16 309.19 119.85 4,949.96 4,949.96 4,949.96 (` in Lakhs) 31st March, 2012 2,820.47 21.81 1,074.86 134.91 8.63 0.09 4.11 13.25 141.59 0.15 23.91 4,243.78 143.29 0.75 4,099.74 9.28 4,090.46
NOTE NO. - 40 There are no Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues. This information has been determined to the extent such parties have been identified on the basis of information available with the Company. The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below: Particulars a) Deferred Tax Liability Depreciation Total b) Deferred Tax Asset Disallowance under Income Tax Act, 1961 Unabsorbed losses and depreciation as per previous return TOTAL Deferred Tax Liability Provided upto last year Provision for additional Deferred Tax Liability Rounded off NOTE NO. - 42 The Company operates in a single segment i.e., Production and Sales of Cement and Clinker. Hence no additional disclosure under Accounting Standard - 17, Segment Reporting is required in these financial statements. There is no reportable Geographical Segment. 31st March, 2013 21,610.95 21,610.95 (1,737.66) (1,737.66) 19,873.29 19,463.00 410.29 410.30 (` in Lakhs) 31st March, 2012 21,253.79 21,253.79 (1,791.05) (1,791.05) 19,462.74 18,999.00 463.74 464.00
NOTE NO. - 41
48

NOTE NO. - 43
Purchase of Stock-in-trade represents Cement. a) Particulars of unhedged foreign currency exposure as at Balance Sheet date Currency USD USD USD USD As at 31st March, 2013 13,199.93 1,470.78 1,128.78 (` in Lakhs) As at 31st March, 2012 8,003.00 15.56 1,583.53
NOTE NO. - 44
Particulars Outstanding Creditors for Coal Outstanding Creditors for Machinery Outstanding Creditors for Spares Loans Payables b)
The details of forward contracts outstanding at the year end are as follows: Currency USD Number of Contracts 8 Buy Amount 25,276,690 Purpose Creditors Payment
NOTE NO. - 45 Related Party disclosure as per Accounting Standard 18 Related Party Disclosures issued by the Institute of Chartered Accountants of India : The Company has entered into transactions in ordinary course of business with related parties as per details below : (As certified by the Management) : (` in Lakhs) Particulars Holding Company Subsidiary/ stepdown subsidiary / Associates Fellow Subsidiary Enterprises where Key Management Personnel has got significant influence Total
Payment of Services charges / Reimbursement of Expenses - Triton Trading Co. Pvt. Limited Balance Receivable as on 31st March, 2013 Sale of Cement - Binani Ready Mix Concrete Ltd. Purchases of Assets - Binani Ready Mix Concrete Ltd. Balance (Receivable) as on 31st March, 2013 Execution of transportation / other services contract - Dhaneshawar Solution Pvt. Ltd. 37,428.63 (32,878.13) 37,428.63 (32,878.13) 7.32 167.30 7.32 167.30 411.77 (376.14) 411.77 (376.14) 92.54 (95.34) 36.00 (36.00) 92.54 (95.34) 36.00 (36.00)
49
(` in Lakhs) Particulars Holding Company Subsidiary/ stepdown subsidiary / Associates Fellow Subsidiary Enterprises where Key Management Personnel has got significant influence 3,646.92 (1,235.84) 15.68 2,850.00 92.63 (97.92) (25.00) 125.00 (75.00) Total
Balance (Payable) as on 31st March, 2013 Interest paid on Inter Corporate Deposit - Dhaneshawar Solution Pvt. Ltd. - Inter Corporate Deposit received / repaid Execution of works / supply contract by - BIL Infratech Ltd. Balance (Receivable) as on 31st March, 2013 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, 2013 - Mukundan Holdings Ltd. Balance as on 31st March, 2013 - Murari Holdings Ltd. Balance as on 31st March, 2013 - Bhumi Resources (Singapore) Pte. Ltd. Balance as on 31st March, 2013
18,415.25 (18,415.25) 8,189.88 (30,292.44) 44,286.13 (36,096.24) 10,742.02 (1,038.64) 34,014.69 (23,272.67) 6,797.53 (6,797.53)
518.47 (941.09) 732.50 (400.85) -
3,646.92 (1,235.84) 15.68 2,850.00 518.47 (941.09) 732.50 (400.85) 92.63 (97.92) (25.00) 125.00 (75.00) 18,415.25 (18,415.25) 8,189.88 (30,292.44) 44,286.13 (36,096.24) 10,742.02 (1,038.64) 34,014.69 (23,272.67) 6,797.53 (6,797.53)
50
(` in Lakhs) Particulars Holding Company Subsidiary/ stepdown subsidiary / Associates Fellow Subsidiary Enterprises where Key Management Personnel has got significant influence Total
- Swiss Merchandise Pvt. Ltd. Balance as on 31st March, 2013 - Merit Plaza Ltd. Balance as on 31st March, 2013 - Binani Ready Mix Concrete Ltd. Balance as on 31st March, 2013 - Binani Energy Pvt. Ltd. Balance as on 31st March, 2013 Due from Subsidiaries - Murari Holdings Ltd.(Loan repayment received)-net Balance as on 31st March, 2013 Maximum Balance Outstanding ` 7,606.50 Lakhs (Previous Year ` 7,606.50 Lakhs) - Mukundan Holdings Ltd. (Loan repayment received)-net Balance as on 31st March, 2013 Maximum Balance Outstanding ` 7,606.50 Lakhs (Previous Year ` 7,606.50 Lakhs) - Binani Ready Mix Concrete Ltd. Balance as on 31st March, 2013 Maximum Balance Outstanding ` 280 Lakhs (Previous Year ` Nil)
5.00 (5.00) 5.00 (5.00) 255.00 (41.40) 296.40 (41.40) 3.18 3.18 (7,606.50) (972.00) (7,606.50)
5.00 (5.00) 5.00 (5.00) 255.00 (41.40) 296.40 (41.40) 3.18 3.18 (7,606.50) (972.00) (7,606.50)
(7,606.50) (972.00) (7,606.50)
(7,606.50) (972.00) (7,606.50)
25.00 25.00 -
25.00 25.00 -
51
(` in Lakhs) Particulars Holding Company Subsidiary/ stepdown subsidiary / Associates Fellow Subsidiary Enterprises where Key Management Personnel has got significant influence Total
Advances to Subsidiaries - Swiss Merchandise Infrastructure Ltd. Balance as on 31st March, 2013 - Merit Plaza Ltd. Balance as on 31st March, 2013 (Receipt) / Payment (net) arising out of transactions in current account - Shandong Binani Rong'An Cement Co. Ltd., China (SBRCC) Balance outstanding as on 31st March, 2013 -Binani Cement Factory Dubai LLC Balance outstanding as on 31st March, 2013 Dividends Paid - Binani Industries Ltd. Interest received on dues / ICD Inter Corporate Deposit given Balance outstanding as on 31st March, 2013 Balance outstanding as on 31st March, 2013 (Figures in bracket pertain to Previous Year) Note: 1 2 The remuneration paid to key management personnel Mr. P. Acharya (` 140.15 Lakhs) and payment towards Management Services Fee and Royalty to Holding Company have been separately disclosed vide Note nos. 34 and 38 respectively. Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in Note no. 32 (4,479.60) 5,980.53 (2,143.61) 29,789.00 (40,650.00) 54,704.00 (39,950.00) 1,650.34 (23.32) (1,600.00) (4,479.60) 5,980.53 (2,166.93) 29,789.00 (42,250.00) 54,704.00 (39,950.00) 1,650.34 15.79 (-14.34) (4.22) (-20.01) (22.55) (6.90) 7.35 (29.90) 15.79 (-14.34) (4.22) (-20.01) (22.55) (6.90) 7.35 (29.90) 175.00 (3,900.00) 5,421.00 (5,246.00) (75.00) (4,400.00) 4,330.00 (4,405.00) 175.00 (3,900.00) 5,421.00 (5,246.00) (75.00) (4,400.00) 4,330.00 (4,405.00)
52

3 4
Guarantee given by the Company to Banks for loans given to related parties are disclosed in Note no. 26 (xx). Names of related parties and description of relationship: a) Holding Company : Binani Industries Limited b) Subsidiaries / step down subsidiaries where control exists : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Bhumi Resources (Singapore) Pte Limited, Binani Ready Mix Concrete Limited, Binani Cement Company WLL*, Binani Cement Factory (SFZ) Limited*, BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement SARL (Djibouti)*, Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan)*, PT Anggana Energy Resources, Rightside Investments (Pty) Limited*, Binani Cement Co Limited (South Sudan)*, Trans Africa Cement Limited (Mauritius)*, Weightbridge Investment (Pty) Limited, Botswana*, Christo Schuttle Investments Number Nine (Pty) Limited Nambia*, Binani Cimentos (Mozambique) LDA*, Shandong Binani Rongan Cement Company Limited (SBRCC), Binani Mineral Resources (Mongolia) LLC, Binani Cement Factory LLC (BCF LLC), Binani Energy Pvt. Limited, Surya Ready Mix Pvt. Limited. c) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL) , BT Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals (Australia) Pty Limited., 3B Binani Glass Fibre Holding S.a.r.l. d) Step down Subsidiary of Binani Cement Factory LLC, Dubai. : Binani Cement Company WLL, Binani Cement Factory (SFZ) Ltd., BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement SARL (Djibouti), Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan). Step-down Subsidiary of Bhumi Resources (Singapore) Pte Limited: PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited. Step-down Subsidiary of BZL : BZ Minerals (Australia) Pty Limited. e) Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya. f) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited
* These Companies were closed down during the year. NOTE NO. - 46 Earning per share is calculated as follows: Particulars Net Profit after Tax (` in Lakhs) Equity Shares outstanding as at the period end (in Nos.) Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share (in Nos.) Nominal Value per Equity Share (in `) Earning Per Share (Basic and Diluted) (in `) 31st March, 2013 11,982.48 188,601,274 188,601,274 10.00 6.35 31st March, 2012 4,839.79 188,601,274 188,601,274 10.00 2.57
53

NOTE NO. - 47 EMPLOYEE BENEFITS : a) Defined Contribution Plans :
During the year the Company has recognised ` 297.75 Lakhs (Previous Year ` 280.65 Lakhs) in the Profit and Loss Account on account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC. (` in Lakhs) Gratuity Funded 31st March, 2013 86.65 50.88 (47.93) 41.48 131.08 31st March, 2012 74.09 41.26 (41.97) 23.68 97.07 Leave Encashment Non-Funded 31st March, 2013 25.77 25.77 31st March, 2012 17.01 17.01
Particulars I 1 2 3 4 5 6 7 8 II 1 2 3 4 III 1 2 3 4 5 6 7 8 9 Expenses recognised in the Statement of Profit & Loss Current Service Cost * Interest Cost Employee Contributions Expected return on plan assets Net Actuarial (Gains)/Losses Past Service Cost Settlement Cost Total Expenses
* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance Net Asset/(Liability) recognised in the Balance Sheet Present value of Defined Benefit Obligation Fair value of plan assets Funded Status [Surplus/(Deficit)] Net Asset/(Liability) Change in obligation during the year Present value of Defined Benefit Obligation at beginning of the year Current Service Cost * Interest Cost Settlement Cost Past Service Cost Employee Contributions Actuarial (Gains)/Losses Benefits Payments Present value of Defined Benefit Obligation at the end of the year 598.64 86.65 50.88 34.46 (50.33) 720.30 500.17 74.09 41.26 21.44 (38.33) 598.64 229.75 203.98 203.98 25.77 186.97 17.01 720.30 584.88 (135.41) (135.41) 598.64 557.30 (41.34) (41.34) 229.75 (229.75) 203.98 (203.98)
* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance
54
Gratuity Funded IV 1 2 3 4 5 6 7 8 9 V Change in Assets during the Year Plan assets at the beginning of the year Assets acquired on amalgamation in Previous Year Settlements Expected return on plan assets Contributions by Employer Actual benefits paid Actuarial (Gains)/Losses Actual return on plan assets Plan assets at the end of the year The major categories of plan assets as a percentage of total plan Qualifying Insurance Policy VI Actuarial Assumptions : Discount Rate Rate of Return on Plan Assets Salary Escalation Attrition rate 8.25% 8.70% 7% 2% 8.50% 8.60% 7% 2% YES YES 31st March, 2013 557.30 37.00 (50.33) (7.01) 47.93 584.88 31st March, 2012 524.63 31.27 (38.33) (2.24) 41.97 557.30
b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 203.98 Lakhs based upon following assumptions. Discount Rate Salary Escalation NOTE NO. - 48 Operating Lease a) b) Operating lease payment recognised in Profit & Loss Account amounting to ` 498.53 Lakhs (Previous Year ` 498.47 Lakhs) General description of the leasing arrangement: i) ii) Leased Assets:Car and Godowns. Future lease rentals are determined on the basis of agreed terms. 8.25% 7% 8.50% 7%
iii) At the expiry of the lease term, The Company has an option either to return the asset or extend the term by giving notice in writing. NOTE NO. - 49 Miscellaneous Expenses in Note no. 23 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and ` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation. NOTE NO. - 50 Trade Receivables of ` 5,559.69 Lakhs have been netted off against advance received towards those sales and the excess of advance over receivables amounting to ` 3,894.42 Lakhs has been shown under current liability. Such advances are settled after full amount is received from the debtors.
55

NOTE NO. - 51
The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors that it has a good case for the COMPAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard. NOTE NO. - 52 Advance Income Tax is net of provision for Income Tax of ` 17,749.72 Lakhs (Previous Year ` 13,497.73 Lakhs) NOTE NO. - 53 No events or transactions have occurred since the date of Balance Sheet or are pending that would have material effect on the financial statements at that date or for the period then ended, other than those reflected or fully disclosed in the books of accounts. NOTE NO. - 54 Previous Year/ period figures have been regrouped / rearranged wherever necessary to conform with the figures of the current period.
As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013
For and on behalf of the Board of Directors Braj Binani Chairman
56
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
(` in Lakhs)
PARTICULARS A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax Adjustments for : Depreciation/Amortisation Interest and Finance Charges Unrealised Exchange Rate Fluctuations( net) (Profit)/ Loss on Sale/Discard of Fixed Assets Dividend Received Interest Income Operating Profit before working capital changes Adjustments for : Inventories Trade and Other Receivables Trade and Other Payables Cash Generated from Operations Direct Taxes Paid/Refunds Net Cash flow from/(used in) Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (including capital work-in-progress) Sale/Transfer of Fixed Assets Interest and Dividend Income Received Inter Corporate Deposit (Net) Investments in Subsidiaries/Associates Due from Subsidiaries/Associates Other Advances Net Cash flow from/(used in) Investing Activities C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from/transfer of Long Term Borrowings Repayment of Long Term Borrowings Payment of Deferred Indirect Taxes Dividend/Dividend Distribution Tax Paid (Repayment of)/Proceeds from Bank Borrowings (Net) Proceeds from Trade Deposits Interest and Finance Charges Paid Proceeds from Short Terms Borrowings 30,745.55 (42,885.76) (59.11) 920.20 154.27 (21,201.51) 67,000.00 (32,906.84) (5,479.93) 3,183.28 222.24 (16,146.81) 3,600.00 31.26 6,171.33 (14,754.00) (19,190.08) 15,088.00 374.00 (22,946.75) 121.78 2,779.89 (39,950.00) (30,021.48) (11,595.00) 10,936.92 (82,229.96) (10,667.26) (14,502.07) 2,001.51 116.43 15,803.82 60,031.76 (1,859.75) 58,172.01 (649.55) 1,228.52 19,046.61 49,661.00 (1,149.43) 48,511.57 10,542.86 21,089.69 961.20 224.28 (50.99) (6,156.82) 42,110.00 10,354.61 16,140.07 545.67 456.31 (199.00) (2,577.40) 30,035.42 15,499.78 5,315.16 31st March, 2013 31st March, 2012
57
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013 (Contd.)
(` in Lakhs)
PARTICULARS Repayment of Short Terms Borrowings Net Cash flow from/(used in) Financing Activities D. E. F. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR 31st March, 2013 (3,600.00) (35,926.36) (701.10) 8,208.22 7,507.12 31st March, 2012 19,471.94 (14,246.45) 22,454.67 8,208.22
Note : 1 Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow Statements as specified In the Companies (Accounting Standards) Rules 2006. 2 Cash and Cash Equivalents are Cash and Bank Balances as per Balance Sheet and includes ` 19.23 Lakhs (Previous Year `19.29 Lakhs) in respect of Unclaimed Dividend and ` 5,444.03 Lakhs (Previous Year ` 600.75 Lakhs) as margin, the balance of which is not available to the Company. 3 Previous Year figures have been recast / regrouped whereever considered necessary.
As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013
58
INDEPENDENT AUDITORS REPORT

To the Board of Directors of Binani Cement Limited We have audited the accompanying consolidated financial statements of Binani Cement Limited (the Company) and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2013, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Managements Responsibility for the Consolidated Financial Statements Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion Based on our audit and on consideration of reports of other auditors on separate financial statements of the components as explained in paragraph of 2 and 4 below and financial statements compiled and furnished by the management for remaining components as explained in paragraph 1 and 3 below and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2013; (b) in the case of the consolidated Profit and Loss Account, of the profit for the year ended on that date; and (c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date. Other Matters 1. We have not audited the financial statements of the 8 subsidiaries (including 4 step down subsidiaries) included in the consolidated financial statements. These financial statements have been audited for the financial year ended 31st December, 2012. However, the management has compiled these financial statements for the year 1st April, 2012 to 31st March, 2013, since these are not audited up to and as at 31st March, 2013. These financial statements reflect total assets of ` 2,72,368 Lakhs as at 31st March, 2013, total revenues of ` 44,124 Lakhs and net cash outflows of ` 1,195 Lakhs for the year then ended. 2. Further, we have not audited the financial statements of 4 subsidiaries included in consolidated financial statements whose financial statement reflects total assets of ` 10,253 Lakhs as at 31st March, 2013, revenue of ` 2,334 Lakhs and net cash outflows of ` 37 Lakhs for the period/year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of other auditors. 3. We have relied on the unaudited financial statements and financial information of 14 step down subsidiaries, whose financial statements reflects total assets of ` 1,121 Lakhs as at 31st March, 2013, revenue of ` 2,474 Lakhs and net cash outflows of ` 979 Lakhs for the period/year then ended. These unaudited financial statements have been furnished to us by the management of the Company and our report in so far as it related to the amount included in respect of these subsidiaries is based solely on such unaudited financial statements and financial information. 4. Further, we have not audited the financial statement of a joint venture company of a subsidiary company included in consolidated financial statements whose financial statement reflects total assets of ` 46 Lakhs as at 31st March, 2013, revenue of ` Nil and net cash inflows of ` 21 Lakhs for the period then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of other auditors. We are unable to comment upon the resultant effect of the change, if any, had the subsidiaries (including 18 step down subsidiaries) mentioned in para 1 and 3 been audited, on profit, assets and liabilities of the consolidated financial statements as at 31st March, 2013, however our opinion is not qualified in respect of this matter. For Kanu Doshi Associates Chartered Accountants Firm Registration Number: 104746W Mihir Hindocha Partner Membership No.112766 Place : Mumbai Date : April 23, 2013
59
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2013

Particulars EQUITY AND LIABILITIES SHAREHOLDERS' FUNDS (a) Share Capital (b) Reserves and Surplus MINORITY INTEREST NON-CURRENT LIABILITIES (a) Long-Term Borrowings (b) Deferred Tax Liabilities (net) (c) Other Long Term Liabilities (d) Long Term Provisions CURRENT LIABILITIES (a) Short-Term Borrowings (b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions TOTAL ASSETS NON-CURRENT ASSETS (a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-Progress (iv) Intangible Assets Under Development (b) Long Term Loans and Advances CURRENT ASSETS (a) Inventories (b) Trade Receivables (c) Cash and Bank Balances (d) Short-term Loans and Advances (e) Other Current Assets TOTAL SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 2 The accompanying notes are integral part of the financial Statements 12 12 208,287.81 52,479.21 15,802.57 8.99 18,292.72 294,871.30 20,696.22 4,430.74 13,332.42 65,801.41 410.50 104,671.29 399,542.59 Note No. 31st March, 2013
(` in Lakhs) 31st March, 2012
3 4
18,860.38 54,415.53 73,275.91 3,636.66 137,618.89 19,873.30 3,520.17 406.74 161,419.10 10,329.66 63,187.78 87,399.49 293.99 161,210.92 399,542.59
18,860.38 44,047.37 62,907.75 3,758.05 159,001.17 19,463.00 3,366.66 339.18 182,170.01 9,052.90 48,240.50 80,765.73 92.86 138,151.99 386,987.80
5 6 7
8 9 10 11
13
209,375.57 49,962.12 13,301.11 8.98 22,162.96 294,810.74 21,392.20 4,487.42 16,222.86 49,771.84 302.74 92,177.06 386,987.80
14 15 16 17 18
60
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013
Particulars INCOME Revenue from Operations Less : Excise Duty Revenue from Operations (net) Other Income TOTAL REVENUE Expenses : Cost of Materials Consumed Purchase of Stock-in-Trade Changes in inventories of Finished Goods, Work-inProgress and Stock-in-Trade Employee Benefits Expenses Financial Costs Depreciation and Amortization Expense Other Expenses Total Expenses Profit before prior period item, exceptional and extraordinary items and tax Exceptional Items Profit / (Loss) before extraordinary items and tax Extraordinary Items Profit / (Loss) Before Tax Tax Expense: Less -Current Tax Less -Tax of Earlier Years Less -Deferred Tax (net) Less - Fringe Benefit Tax Profit / (Loss) for the period from continuing operations Profit / (Loss) for the Year Earning Per Equity Share Basic Diluted SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 Note No. 19 31st March, 2013 300,832.49 33,939.67 266,892.82 6,586.22 273,479.04 (` in Lakhs) 31st March, 2012 257,740.53 30,430.15 227,310.38 4,899.95 232,210.33
20
21
42,880.54 2,387.22 (1,421.44) 8,284.32 24,836.03 15,404.19 173,083.89 265,454.75 8,024.29 8,024.29 8,024.29
42,737.12 2,178.13 1,909.70 6,210.51 18,942.75 12,543.67 147,563.48 232,085.36 124.97 1,250.34 (1,125.37) (1,125.37)
22 23 24
3,128.19 (200.21) 410.66 3.06 4,682.59 4,682.59 42 2.48 2.48 2
280.45 40.77 464.00 3.11 (1,913.70) (1,913.70) (1.01) (1.01)
The accompanying notes are integral part of the financial Statements For and on behalf of the Board of Directors Braj Binani Chairman
61
NOTES ATTACHED ON CONSOLIDATED BALANCE SHEET & PROFIT & LOSS STATEMENT AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 1 CORPORATE INFORMATION Binani Cement Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956.
NOTE NO. - 2 SIGNIFICANT ACCOUNTING POLICIES (i) Basis of Accounting The accompanying consolidated financial statements of the Company, its subsidiary companies have been prepared under the historical cost convention and on accrual basis in accordance with accounting principles generally accepted in India and in compliance with all material aspect of Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of Companies Act, 1956. Basis of Preparation a) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intragroup balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - Consolidated Financial Statements. The financial statements of a Joint Ventures have been consolidated by using the proportionate consolidation method as per AS-27 -Financial Reporting of Interests in Joint Ventures.
(ii)
b) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as Holding Companys separate financial statements, as far as possible, except as provided under para 2 (iv) (e), 2 (iv) (f), 2 (iv) (g), 2 (vi) (b), 2 (viii) (g), 2 (viii) (h), 2(x) (d), 2 (xii) (b), 2 (xiii) (d), 2 (xv), 2 (xvi) (b), 2 (xxii) and 2 (xxiii). c) In case of financial statements of an non-integral foreign operation, the assets and liabilities are translated at the closing rate. Income and expense items are translated at exchange rates at an average rates and all resulting exchange differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment. d) Minority 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. e) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding together the book values of like items of asets, libilities, income and expenses, after fully eliminating intragroup balances and intra-group transactions in accordance with Acounting Standard (AS) 21 - Consolidated Financial Statements. Use of Estimates The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires the management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainity about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amount of assets or liabilities in future periods. Revenue Recognition a) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincide with despatch of products to customers and Export sales are accounted on the basis of dates of Bill of Lading. Sales are net of Rebates & Discounts. b) In case of sale of Carbon Credits (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer. c) Export benefits are accounted on the basis of application filed with the appropriate authority. d) Dividend income on investments is accounted for when the right to receive the payment is established. Interest income is recognized on accrual basis. e) In case of Shandong Binani RongAn Cement Co. Ltd. (SBRCC), subsidy Income is recognized when received and revenue from operating lease is recognized on a straight line basis over the period of the lease.
(iii)
(iv)
62

(v) (vi)
f) In case of Binani Cement Factory LLC (BCF LLC) and its subsidiaries, revenue from sale of goods is recognized when goods are delivered and title has passed, and the Company has no managerial involvement or control over the goods sold. g) In case of Binani Cement Factory LLC (BCF LLC), interest income is recognized on effective yield basis. h) Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis. i) Income from service are recognized on accrual basis. 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. Tangible Fixed Assets a) Fixed Assets are stated at cost, net of Cenvat less specific grants received, if any and accumulated depreciation and impairment loss if any. Cost includes trial run and stablisation expenses, interest, finance costs and incidental expenses up to the date of capitalization. Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits arising from the existing assests beyond its previously assesed standard of performance. b) In case of SBRCC, Fixed Assets include assets related to the operation of the Company having useful life over one year. Fixed Assets also include equipment other than the main production equipment with individual values of over RMB 2,000 equivalent to ` 17,267/- and useful lives in excess of 2 years. c) Capital Work-in-Progress includes cost of fixed assets that are not yet ready for the intended use, at the Balance Sheet Date. Intangible Assets Intangible Assets are stated at cost of acquisition less accumulated amortization. Depreciation & Amortisation a) Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered. b) Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner prescribed as per Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company. However Buildings and Roads inside plant are treated as Factory Buildings and depreciation charged accordingly. c) In case of Binani Cement Ltd (BCL) the total expenditure on mine exploration and development is amortized in the ratio of ore extracted to the total estimated exploitable reserves. d) Leasehold Land is amortised on a straight-line basis over the period of lease. e) Assets having individual value below ` 5,000 are depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year. f) Expenditure on major computer software is amortised on a straight-line method over the period of five years. g) In case of Binani Ready Mix Concrete Ltd, SBRCC, PT Anggana Energy Resources, Bhumi Resources (Singapore) PTE Limited, Binani Mineral Resources LLC and subsidiaries of BCF LLC, the depreciation on fixed assets and intangible assets is provided for on SLM basis over the estimated useful life at rates permissible under applicable local laws. h) In case of Binani Cement Factory (BCF LLC) cost of each assets is depreciated over the estimated useful lives on straight line basis except in respect of Plant and Machinery (Main) where the method of depreciation has been changed from Straight Line method to unit of production method w.e.f. 1st January 2012. As a result of the above change, depreciation for the current year is lower by ` 744.17 Lakhs (AED 5,021,565.81) and loss for the year is lower by ` 744.17 Lakhs (AED 5,021,565.81). Impairment of Assets At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on Impairment of Assets issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognized in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount.
(vii) (viii)
i) Intangible Assets are amortised equally over the useful life and goodwill on consolidation is not amortised. (ix)
63

(x) Valuation of Inventories
a) Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted average cost (net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories are not written down below cost if the finished products in which they are used and expected to be sold at or above cost. b) Finished Goods and Work in Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty. c) In case of Binani Cement Factory LLC (BCF LLC), Dubai, Stock are valued at the lower of the cost or net realisable value. Raw Materials comprising of clinker and slag and packing materials are valued at cost using the First in First out (FIFO) method. Consumables are valued at cost using specific identification method. Raw material comprising of gypsum and limestone are valued at cost using the Weighted Average Method (WAM). Investments classified as long term investments are stated at cost. Provision is made to recognize any diminution other than temporary in the value of such investments. Current Investments are carried at lower of cost and fair value. Foreign Exchange Transactions a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the premium / discount are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment. Non-monetary items at the balance sheet date are stated at historical cost. Year end Foreign Debtors/Creditors are restated as per the rate prevailing on the date of closing of the accounts for respective currencies. b) In case of SBRCC, the accounting of foreign exchange transaction is as follows: Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange rates stipulated by the Peoples Bank of China (the stipulated exchange rates) on the first day of the month in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into RMB at the stipulated exchange rates at the balance sheet date. Exchange differences arising from these translations are expensed, except for those attributable to foreign currency borrowings that have been taken out specifically for the construction of fixed assets, which are capitalized as part of the fixed asset costs and those arising in the pre-operating period, which are recorded as long-term prepaid expenses.
(xi) Investments (xii)
(xiii)
Employee Benefits Contribution to defined contribution plans are recognized 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 recognized immediately in the Profit and Loss Account. Long term compensated absences are provided for based on actuarial valuation. All employee benefits payable within twelve months of rendering the service are recognized in the period in which the employees renders the related services. In case of BCF LLC Provision is made for end of service benefits (gratuity) payable to employees in accordance with UAE Labour Law regulations and is based on current remuneration and cumulative period of service at the reporting date. In case of BCF 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. In case of Binani Mineral Resources LLC, as required by law the Company makes contribution to social and health insurance scheme and such contribution are recognised as an expense in the income statement as incurred.
a) Defined Contribution Plan b) Defined Benefit Plan
c) Short Term Employee Benefit
d) Employees Benefits
64

(xiv) Borrowing Costs
Borrowing costs which are directly attributable to acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of that asset. upto the date when such asset is ready for its intended use or sale. Other borrowing costs are recognized as expenses in the period in which they are incurred. 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. Income Taxes a) Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting Standard 22 on Accounting For Taxes on Income, issued by the ICAI. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising on account of unabsorbed depreciation and losses are recognized if there is virtual certainty that sufficient future taxable income will be available to realise the same. b) In case of foreign subsidiary and step down subsidiary companies Income Tax / Deferred Tax have been provided in accordance with laws of country in which the Company is operating. c) Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the ICAI, the said asset is created by way of a credit to the Profit and Loss Account and shown as MAT Credit Entitlement. the Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that the Company will pay normal income tax during the specified period. A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. Contingent assets are neither recognized nor disclosed in the accounts. 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 lease where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Statement. Earning Per Share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
(xv)
(xvi)
(xvii) Contingencies/Provisions
(xviii)
(xix)
(xx)
65

(xxi)
Expenditure During Construction Period For Binani Cement Limited in case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised. In case of BCF LLC, Derivatives are stated at fair values. Derivatives with positive market values (unrealised gains) are included in assets and derivatives with negative market values (unrealised loses) are included in liabilities. Change in fair values are recognized in profit or loss. Long Term Prepaid In case of SBRCC, During the Previous Year 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. Cash and Cash Equivalents Cash & cash equivalent for the purpose of Cash Flow Statement comprise cash in hand and at bank in current accounts and deposit accounts with maturity less than 3 months. Principles of Consolidation Subsidiaries / step down subsidiaries and Joint Venture considered for consolidation : The financial statements of all Indian Subsidiaries including Indian Step down subsidiaries and Joint venture are consolidated on the basis of their stand alone / consolidated accounts available for the year ended 31st March, 2013. i) The Consolidated Financial Statements include the financial statements of the following overseas / Indian subsidiaries and overseas step down subsidiaries and Joint Venture: Name of Company Relation with Holding Company Subsidiary of BCL -do-do-do-do-do-do-doStep-down Subsidiary of BCL (Subsidiary of Bhumi) Stepdown Subsidiary of BCL (Subsidiary of KHL) Stepdown Subsidiary of BCL (Subsidiary of KHL) Step-down Subsidiary of BCL (Subsidiary of MHL & MUHL) * * Step-down Subsidiary of BCL (Subsidiary of BCFLLC) -doCountry of Incorporation Singapore British Virgin Islands British Virgin Islands India India India India Singapore Indonesia China Mongolia United Arab Emirates Kuwait Republic of Sudan % of Share Holding 100% 100% 100% 100% 100% 100% 100% 100% 100% 90% 100% 100% 100% 100% Accounting Year / Period considered for consolidation April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 October12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - October12
(xxii) Derivatives
(xxiii)
(xxiv)
(xxv)
Krishna Holdings Pte Ltd.(KHL) Murari Holdings Ltd. (MUHL) Mukundan Holdings Ltd. (MHL) Swiss Merchandise Infrastructure Ltd. Merit Plaza Ltd. Binani Readymix Concrete Limited (BRMC) Binani Energy Private Ltd. Bhumi Resources (Singapore) PTE Ltd.(Bhumi) PT Anggana Energy Resources Shandong Binani Rongan Cement Company Ltd. (SBRCC) Binani Mineral Resources (Mongolia) LLC Binani Cement Factory LLC (BCF LLC) Binani Cement Company WLL Binani Cement Factory (SFZ) Ltd.
66
Name of Company
Relation with Holding Company -do-do-do* -do-do* * * * * * -do-do-do-do-do-do-
Country of Incorporation Tanzania Kenya Uganda Djibouti Mauritius Sudan Republic of South Africa South Sudan Mauritius Botswana Namibia
% of Share Holding 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
Accounting Year / Period considered for consolidation April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - March13 April12 - October12 April12December12 April12 September12 April12 - October12 April12 September12 April12 - Feburary13
BC Tradelink Ltd. Binani Cement Factory (Kenya) Ltd. Binani Cement (Uganda) Ltd. Binani Cement SARL (Djibouti) Binani Cement Factory Mauritius Binani Cement Co Ltd. (Sudan) Rightside Investments (Pty) Ltd. Binani Cement Co Ltd. (South Sudan) Trans Africa Cement Ltd. (Mauritius) Weighbridge Investments (Pty) Ltd. Botswana Christo Schutte Investments Number Nine (Pty) Ltd. Namibia Binani Cimentos (Mozambique) LDA Surya Ready Mix Private Ltd. i) ii)
-doJoint Venture of Subsidiary BRMC
Mozambique India
100% 50%
April12 - October12 August12 to March13
For calculation of Goodwill / Capital Reserve, the pre acquisition profits and reserves of the acquired subsidiaries, wherever applicable, have been considered on (no. of days) prorata basis. 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 recognized 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. In view of the management, the effect of exception stated in 2 (ii)(c) above is not quantifiable. During the year Binani Readymix Concrete Limited has invested in a Joint venture Surya Ready Mix Private Limited. The financial statements of Surya Ready Mix Private Limited for the year ended 31st March, 2013 have been consolidated on proportionate basis. These Companies were closed during the year. The financial statements of these Subsidiaries including step down subsidiaries are consolidated on the basis of their stand alone accounts available from 1st April, 2012 till closure of the companies.
iii) iv)
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 3 SHARE CAPITAL PARTICULARS Authorised 423,899,600 Equity Shares (Previous Year 423,899,600) of ` 10/- each Issued, Subscribed and Paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up Add: Amount paid up on forfeited Shares TOTAL 31st March, 2013 42,389.96 42,389.96 18,860.13 0.25 18,860.38 (` in Lakhs) 31st March, 2012 42,389.96 42,389.96 18,860.13 0.25 18,860.38
3.1 Reconciliation of number of shares outstanding at the beginning and at the end of the year Equity Shares At the beginning of the year Add: Issued During the Year Outstanding at the end of the year 31st March, 2012 31st March, 2013 ` in Lakhs No. of Shares ` in Lakhs No. of Shares 188,601,274 188,601,274 18,860.13 188,601,274.00 18,860.13 18,860.13
18,860.13 188,601,274.00
3.2 Terms / Rights attached to Equity Shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity share entitled to one vote per share. The Company declares and pays dividends in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. 3.3 18,56,49,464 - 98.43% (Previous Year 18,16,86,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company - Binani Industries Limited and its nominees. 3.4 14,500,000 Equity Shares have been bought back in financial year 2010-11 under tender offer route and later extinguished. NOTE NO. - 4 RESERVE & SURPLUS PARTICULARS Capital Redemption Reserve Opening Balance Add/Less : Transfer from/(to) Profit and Loss Account Debenture Redemption Reserve Opening Balance Add/Less : Transfer from/(to) Profit and Loss Account General Reserve Opening Balance Add: Transfer from Profit and Loss Account 31st March, 2013 1,450.00 1,450.00 438.00 (438.00) 7,843.00 7,843.00
(` in Lakhs) 31st March, 2012 1,450.00 1,450.00 1,200.00 (762.00) 438.00 7,843.00 7,843.00
68
PARTICULARS Foreign Currency Translation Reserve Opening Balance Add : Exchange Difference during the year on net Investment in non integral foreign operations Balance in Profit & Loss Account Opening Balance Transferred from Profit and Loss Statement Minority Interest Transfer (to)/from Debenture Redemption Reserve TOTAL NOTE NO. - 5 LONG TERM BORROWINGS Term Loans From Bank Secured Unsecured Financial Institutions Secured Unsecured Deferred Payment Liabilities Secured Unsecured TOTAL NOTE NO. - 6 OTHER LONG TERM LIABILITIES
Other Payable Trade Deposits
31st March, 2013 12,581.74 5,347.75 17,929.49 21,734.63 4,682.59 26,417.22 337.82 438.00 27,193.04 54,415.53
(` in Lakhs) 31st March, 2012 707.57 11,874.17 12,581.74 22,780.89 (1,913.70) 20,867.19 105.44 762.00 21,734.63 44,047.37
135,807.75 135,807.75 376.26 376.26 1,434.88 1,434.88 137,618.89
141,627.75 12,500.00 154,127.75 1,059.88 1,059.88 3,813.54 3,813.54 159,001.17
TOTAL NOTE NO. - 7 LONG TERM PROVISIONS Provision for employee benefits Gratuity (unfunded) Leave Encashment (unfunded) TOTAL
3,520.17 3,520.17
3,366.66 3,366.66
159.21 247.53 406.74
129.69 209.49 339.18
69
PARTICULARS NOTE NO. - 8 SHORT TERM BORROWINGS Short term Loans Loans repayable on demand From Bank - Secured - Unsecured Loans and Advances from related parties - Unsecured Other Loans - Secured - Unsecured TOTAL NOTE NO. - 9 TRADE PAYABLES Trade Payables for Goods Trade Payables for Services TOTAL NOTE NO. - 10 OTHER CURRENT LIABILITIES Current maturities of Long term debt Interest accrued but not due on borrowings Unpaid Dividends Advance from Customer Other Liabilites (Includes Statutory Liabilities & Payable for Capex) TOTAL NOTE NO. - 11 SHORT TERM PROVISIONS Provision for employee benefits For Gratuity For Leave Encashment Others For Current Tax (net) For Others TOTAL 31st March, 2013 (` in Lakhs) 31st March, 2012
8,418.43 8,418.43 1,911.23 1,911.23 10,329.66
4,626.38 4,626.38 4.07 4.07 3,600.00 822.45 4,422.45 9,052.90
43,410.59 19,777.19 63,187.78
32,321.63 15,918.87 48,240.50
53,252.05 91.74 19.17 4,823.63 29,212.90 87,399.49
47,043.05 275.42 19.23 6,625.06 26,802.97 80,765.73
141.72 28.62 170.34 89.88 33.77 123.65 293.99
47.62 33.34 80.96 1.07 10.83 11.90 92.86
70
(` in Lakhs) TANGIBLE ASSETS Railway Sidings Mine Explorations & Developments Furniture & Office Equipments, Other Equipments 1,070.91 72.64 31.12 21.47 1,262.80 12.91 9,987.88 361.07 361.07 365.10 296,559.19 5,722.96 44,759.98 50,482.94 347,042.13 259,975.10 10,348.95 1,262.80 74,642.21 1,275.83 Transport Equipments Sub Total Other Intangible Assets Goodwill on Consolidation Sub Total Total Previous Year INTANGIBLE ASSETS
NOTE NO. - 12 TANGIBLE & INTANGIBLE ASSETS
Particulars
Free hold Lease hold *Buildings Plant And Land Land (Including Machinery Roads)
GROSS BLOCK 11,696.03 5,285.00 1,210.21 949.85 3,667.48 67.07 32,656.60 240,689.98 2,965.17 7,048.33
As at 1st April, 2012
Additions during the year
Sales/Transfers/ Adjustments during the year 66.80 34,910.99 246,507.23 2,965.17 7,398.85 1,122.48 365.80 310,318.35 6,376.79 (0.27) 1,304.54 3,359.98 350.52 10.05 9.26 5,034.08 292.76 2,177.65 46,937.63
Foreign currency translation reserve
2,470.41
7,504.49
13,700.64 53,314.42 363,632.77 347,042.12
Total as at 31st March 2013
16,981.03
DEPRECIATION AND AMORTISATION 8.34 951.54 16.65 23.78 0.58 1,636.28 12,458.20 141.95 710.76 96.49 57.01 5,011.72 78,911.05 515.02 1,896.32 647.35 193.82 87,183.62 15,101.27 991.97 520.82 302.92 520.82 302.92 87,704.44 15,404.19 991.97 73,506.63 12,543.67 1,288.32
As at 1st April 2012
Additions during the year
Sales/Transfers/ Adjustments during the year 8.92 6,768.64 90,936.40 656.97 2,692.29 735.26 120.64 518.69 85.21 8.07 5.01
Foreign currency translation reserve
737.62 232.06 102,030.54
11.47 835.21
11.47
749.09 835.21 102,865.75
2,942.45 87,704.43
Total as at 31st March 2013
NET BLOCK 57.88 58.73 27,644.87 161,778.93 2,450.15 28,142.35 155,570.83 2,308.20 4,706.56 5,152.02 387.22 423.56 133.74 208,287.81 171.28 209,375.57 5,541.58 5,202.14 46,937.63 44,759.98 52,479.21 260,767.02 259,337.69 49,962.12 259,337.69
Total as at 31st March 2013 11,696.03
16,981.03
As at 31st March, 2012
Notes:
1. * In BCL, Buildings include assets built on land not owned by the Company ` 398.02 Lakhs (Previous Year ` 398.02 Lakhs)
2. In BCL, Plant & Machinery includes assets built on land not owned by the Company ` 226.34 Lakhs (Previous Year ` 212.83 Lakhs)
3. BCF LLC: 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.
4. BCF LLC: Labour camp constructed on a land leased from Government of Dubai under lease agreement of 10 years expiring on September, 2013 and renewable thereafter.
5. BCL : Includes expenses of ` 26.57 Lakhs incurred in previous year for development of new Mine area from which ores are not yet extracted.
6. Intangible Assets include Geographical Investigation Expenses, Design Fee & Exploration, Land Use Rights and Computer Software
71
PARTICULARS NOTE NO. - 13 LONG TERM LOANS AND ADVANCES
Unsecured considered good Capital Advances Security Deposits Others ( include Advance Tax, MAT Credit ) Advance Tax Including Tax deducted at Source (net) Mat Credt Entitlement Advances recoverable in cash or in kind
31st March, 2013
13,001.25 933.91 93.10 3,877.99 386.47
15,802.98 923.23 2,485.33 2,733.00 218.42
TOTAL NOTE NO. - 14 INVENTORIES Raw Material and Packing Material Work - in - Process Finished Goods Stock in Transit Stores and Spares Parts and Fuel Stores and Spares Parts and Fuel- in transit Loose Tools TOTAL NOTE NO. - 15 TRADE RECEIVABLES Trade receivables outstanding for a period less than six months from the date they are due for payment Unsecured, considered good Trade receivables outstanding for a period exceeding six months from the date they are due for payment Unsecured, considered good TOTAL NOTE NO. - 16 CASH AND BANK BALANCES Cash and Cash Equivalent Balances with Banks : Current Accounts Deposit Accounts Cheques, drafts on hand Cash on hand Other Bank Balances Dividend Accounts Bank Deposits with more than three months but less than 12 months (in Margin Money) TOTAL
18,292.72
22,162.96
5,175.68 72.99 5,121.47 18.44 10,015.98 271.12 20.54 20,696.22
3,577.53 51.33 3,672.65 14,054.34 36.35 21,392.20
4,430.67 4,430.67 0.07 0.07 4,430.74
4,487.42 4,487.42 4,487.42
3,731.76 4,101.54 10.73 22.57 7,866.60 19.23 5,446.59 5,465.82 13,332.42
13,469.14 2,099.95 16.38 17.35 15,602.82 19.29 600.75 620.04 16,222.86
72
PARTICULARS NOTE NO. - 17 SHORT TERM LOANS AND ADVANCES Loans and advances to related parties (Unsecured considered good) Due from Fellow Subsidiary Companies Due from Holding Company Others (Unsecured considered good) Advances recoverable in cash or in kind Advance Tax Including Tax deducted at Source Balance with Statutory and Government Authorities TOTAL NOTE NO. - 18 OTHER CURRENT ASSETS Interest Receivable Assets held for disposal Derivative Assets Preliminary Expense TOTAL NOTE NO. - 19 REVENUE FROM OPERATIONS
Cement Clinker GGBFS Ready Mix Concrete Others
31st March, 2013
1,417.13 54,704.00 56,121.13 5,167.92 2.36 4,510.00 9,680.28 65,801.41
4,036.34 39,950.00 43,986.34 999.06 0.24 4,786.20 5,785.50 49,771.84
276.52 45.00 88.86 0.12 410.50
99.46 203.28 302.74
Sale of Products / By Products / Services
Other operating revenues TOTAL NOTE NO. - 20 OTHER INCOME
262,492.04 31,003.05 2,820.83 2,365.44 103.98 298,785.34 2,047.15 300,832.49
249,488.24 6,472.79 649.16 131.73 256,741.92 998.61 257,740.53
Interest Income Dividend Income Other Miscellaneous Income
TOTAL NOTE NO. - 21 RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION Raw Material Consumed Limestone Clinker Cement Gypsum Fly Ash Other Packing Materials TOTAL
6,280.46 50.99 254.77 6,586.22
2,930.95 200.86 1,768.14 4,899.95
9,006.45 3,990.99 1,291.69 5,438.53 9,257.89 4,246.65 9,648.34 42,880.54
8,971.25 4,371.24 2,178.00 5,242.97 9,096.05 4,051.61 8,826.00 42,737.12
73
PARTICULARS NOTE NO. - 22 EMPLOYEE BENEFIT EXPENSE Salaries and Wages Contribution to Provident and other Funds Workmen and Staff Welfare Expenses TOTAL 31st March, 2013 (` in Lakhs) 31st March, 2012
7,333.10 545.38 405.84 8,284.32
5,385.73 420.06 404.72 6,210.51
NOTE NO. - 23 FINANCE COSTS Interest Expenses Other Borrowing Costs Loss on foreign currency transactions (net) TOTAL 23,947.41 767.68 120.94 24,836.03 17,726.32 957.68 258.75 18,942.75
NOTE NO. - 24 OTHER EXPENSES Power & Fuel Freight and Loading Expenses on Clinker Transfer Consumption of Stores and Spares Repairs and Maintenance - Buildings - Plant and Machinery - Others Other Operating Expenses Rent Insurance Rates and Taxes Advertisement and Sales Promotion Directors Fee Freight & Forwarding Foreign Exchange fluctuation (Gain) / Loss (net) Royalty on Trade mark Bad Debts written off Commission to Selling Agents Loss on sale / discard of Fixed Assets Management Fees Miscellaneous Expenses TOTAL 176.64 1,567.68 118.02 3,106.13 746.82 1,013.64 191.11 76.57 12.27 51,657.42 2,541.53 11,045.13 3,520.45 230.76 3,938.50 3,824.55 173,083.89 182.91 1,385.99 92.93 2,479.03 796.40 669.67 601.10 388.49 2.03 46,561.50 1,559.87 8,062.39 354.43 3,337.45 456.31 3,114.30 4,532.29 147,563.48 77,581.02 5,462.71 6,272.94 62,820.88 4,412.09 5,753.42
74
NOTE NO. - 25 ESTIMATED AMOUNTS OF CONTRACTS AND COMMITMENTS REMAINING TO BE EXECUTED AND NOT PROVIDED FOR (NET OF ADVANCES): (` in Lakhs) PARTICULARS The estimated amount of contracts and commitments remaining to be executed on capital account not provided for (Consolidated) NOTE NO. - 26 CONTINGENT LIABILITY I Contingent Liabilities not provided for:PARTICULARS Claims against the Companies not acknowledged as debts in respect of various Tax matters (Net of amount paid under protest ` 1,428.89 Lakhs (Previous Year ` 259.87 Lakhs)) Claims against the Companies not acknowledged as debts in respect of other matters. Guarantees given by Banks Corporate Guarantees given to Bank for Loans to Holding Company and Fellow Subsidiaries Letters of Credit opened by Banks 31st March, 2013 3,378.16 1,835.32 435.08 190,443.62 622.84 (` in Lakhs) 31st March, 2012 3,334.97 1,023.34 409.68 177,399.69 1,141.03 31st March, 2013 27,912.16 31st March, 2012 13,830.59
a) b) c) d) e)
II The Company has placed a purchase order for procurement of Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the ship M/s Great Eastern Shipping Co. Ltd. has filed the suit against the Company for the providing original Bills of lading. We have informed to that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred/to be incurred by Binani Cement Limited till the time matter is finally resolved. The Company have incurred expenses of ` 740.3 Lakhs up to 31.03.2013 (upto Previous Year ` 503.79 Lakhs) to defend the suit filed by M/s Great Shipping Co.Ltd. and debited the same to the account of supplier as to be recovered from the party. NOTE NO. - 27 The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee, but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. the Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the 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 ` 13,327.19 Lakhs (excluding interest, if any) availed by the Company till 31st March, 2006. However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. the Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as Unsecured Loan. (Refer Note no. 5 & 10). the Company has paid ` 59.11 Lakhs under protest during 2012-13. During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. the Company has filed a case with 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 ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned ` 280.47 Crores in Nov.2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the 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 ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under the Incentive Scheme. The Company has continued to avail the deferment benifit, pending the decision of State Government / SLSC. Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 17,741.77 Lakhs against which we have deposited ` 399.21 Lakhs under protest as per the directions of the Honble High Court and ` 600 Lakhs has been also deposited under protest during 2012-13. The Matter is pending for decision before Honble Rajasthan High Court / State Government.
75

NOTE NO. - 28
The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit & loss statement. NOTE NO. - 29 The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest (Previous Year ` 333.06 Lakhs) shown as current liability in note 10, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 06. the Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under section 16(3) of the said Act. The said petition was admitted by the 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 ` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted solvent security for the balance amount. The Company was selling Cement on inter-state sales @ 6% CST without C form u/s 8(5) of CST act as per notification no. F.4(1)FD/ Tax Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of C or D form in the earlier notifications issued prior to 11.05.2002 on 27.09.2005, which cleary establishes that prior to amendment in the notification, there was no requirement of C forms unless the notifications are amended. The above referred notification dated 21.01.2000 was rescinded by the Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Honble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Honble High Court against submission of bank guarantee for the demand amount. In compliance of Honble High Court order, the Company has submitted Bank Guarantees of ` 60.52 Lakhs (including interest) to the Assessing Authority, Commercial Taxes Department, Pali. I BINANI CEMENT LIMITED Nature of Loans A DEBENTURES 11.95% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.95% SRNCD) 31st March, 2013 Secured by a) a charge created on the movable and immovable properties of the Company both present and future (except (a) the Assets Specifically charged (see note below) b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and c) Corporate Guarantee of Binani Industries Limited (BIL). The Debenture redeemed in a period of 6 years in quarterly instalments of ` 291.70 Lakhs, commencing from 31st March, 2007 and ending on 31st December, 2012. B. I) a) TERM LOANS Financial Institutions Eksport Kredit Finansiering A/S Foreign Currency Loans (` in Lakhs) 31st March, 2012 875.00
NOTE NO. - 30
NOTE NO. - 31 LOANS- SECURED
Secured by a) Exclusive first charge on the assets imported from M/s. F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered with EKF A/s. b) Pari Passu charge on Trust and Retention account and c) Corporate Guarantee of BIL. Loan repayable in 11 equal half yearly instalments of USD 6.86 Lakhs commencing from June, 2009 and interest rate 1.26% p.a. (Libor+75 bps).
1,128.78
1,766.47
76
Nature of Loans II) a) Banks IDBI Bank Ltd. (IDBI) Term Loans Secured/to be secured a) first mortgage and charge created on movable and immovable properties of the Company both present and future ((a) except the assets charged Specifically (see note below) b) Corporate Guarantee of BIL, except the term loan of ` 6,000 Lakhs and ` 7,500 Lakhs (whose outstanding as on 31st March, 2013 is ` 1,500 Lakhs and ` 7,500 Lakhs) and c) Pari Passu charge on Trust & Retention Account (Except for term loan of ` 6,000 Lakhs and ` 7,500 Lakhs). Term loans repayable ` 7,071.01 Lakhs in Financial Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 201415 to 2015-16, ` 2,615.96 Lakhs for Financial Year 2016-17, ` 2,290.92 Lakhs for Financial Year 2017-18 and ` 954.55 Lakhs for Financial Year 2018-19 and Interest rate ranging from 12.50% to 14.25% per annum Secured/to be secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan. Loan repayable in 14 equal quarterly instalments of ` 285.71 Lakhs commencing from December, 2011 and Interest rate 13.50% per annum. c) Syndicates Bank - Term Loan Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except the Assets Specifically charged (see note below) b) Post dated cheques for payment of principal & Interest and c) Personal Guarantee of a promoter Director. Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from June, 2015 and Interest rate @ 12.50% per annum. Secured/to be secured by a) second charge on the Companys fixed assets both present and future except assets specifically charged (see note below). Loan repayable in 5 yearly instalments (at the end of 1st and 2nd year ` 1,500 Lakhs each, at the end of 3rd and 4th year ` 2,500 Lakhs each and of 5th year ` 2,000 Lakhs) commencing from November, 2012 and Interest rate @ 12.50% per annum. e) UCO Bank - Term Loan Secured/to be secured by a) pari passu subservient hypothecation charge on the plant and machinery of the Company except assets specifically charged (see note below) b) Post dated cheques for repayment of Principal & Interest. Loan repaid in 4 equal quarterly instalments of ` 1,500 Lakhs commencing from June 2012 and Interest rate @ 12.70% per annum. f) Central Bank of India Term Loan Secured/to be secured by a) pari passu subservient hypothecation charge on the movable assets of the Company except assets specifically charged (see note below). b) Post dated cheques for repayment of Principal & Interest. Loan repaid in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012.
31st March, 2013 24,074.46
(` in Lakhs) 31st March, 2012 28,985.77
b)
Syndicate Bank - Term Loan
2,285.70
3,428.56
7,500.00
7,500.00
d)
Syndicate Bank - Rupee Term Loan
8,500.00
10,000.00
6,000.00
5,000.00
77
Nature of Loans g) State Bank of India Term Loan Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, ` 3,500 Lakhs and ` 3,500 Lakhs commencing from September, 2012. Secured / to be secured by pari passu subservient hypothecation charge on the Fixed Assets of the Company except assets specifically charged (see note below) Loan repayable in 2 equal quarterly instalments of ` 2,500 Lakhs commencing from October, 2013 and Fixed Interest rate @ 11% per annum. Secured/to be secured by a) Subservient charge on fixed assets of the Company both movable & immovable except assets specifically charged (see note below). Loan repayable in 4 equal quarterly instalments of ` 2,500 Lakhs commencing from December, 2012 and Interest rate @ 12.75%% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 20 equal quarterly instalments of ` 1,000 Lakhs commencing from December, 2011 and Interest rate @ 12.75% per annum. Secured/to be secured by a) Exclusive first charge on movable and immovable properties including land of first phase of 2x22.30 MW captive thermal power plant, comprising of 1x22.30 MW power plant, all associated equipments and shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant and on other such assets. b) post dated cheques. Loan repayable in 16 equal quarterly instalments of ` 625 Lakhs commencing from December, 2012 and Interest rate @13.10% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs commencing from January, 2015 and Interest rate @ 12.50% per annum. Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company except assets specifically charged (see note below). Loan repayable in 8 equal quarterly instalments of ` 1,875 Lakhs commencing from June, 2015 and Interest rate @ 13% per annum. Secured/to be secured by a) Subservient hypothecation charge on the entire current assets and movable fixed assets both present and future of the Company except assets specifically charged (see note below). b) Post dated cheques for payment of principal. Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs commencing from January, 2013.
31st March, 2013 -
(` in Lakhs) 31st March, 2012 10,000.00
h)
Punjab National Bank Term Loan
5,000.00
5,000.00
i)
5,000.00
10,000.00
j)
Central Bank of India Term Loan
14,000.00
18,000.00
k)
Yes Bank - Term Loan
8,750.00
10,000.00
l)
7,500.00
7,500.00
m)
Indian Overseas Bank Term Loan
15,000.00
15,000.00
n)
Ratnakar Bank - Term Loan
3,600.00
78
Nature of Loans o) Central Bank of India Rupee Term Loan Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable in 7 yearly Instalments of ` 700 Lakhs in 1st year, ` 1,300 Lakhs in 2nd year, ` 2,000 Lakhs, in each from 3rd year to 7th year, commencing from 31st March, 2015 and Interest rate @ 12.75% per annum. p) Union Bank of India Rupee Term Loan Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 290 Lakhs in Financial Year 2014-15, ` 540 Lakhs in Financial Year 2015-16 and ` 834 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12% per annum. Secured / to be secured by a) first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below). b) second charge on current assets of the Company and c) Corporate Guarantee of Binani Industries Limited. Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380 Lakhs in Financial Year 2015-16 and ` 583 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12.75% per annum. Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below) Loan repayable ` 525 Lakhs in Financial Year 2014-15, ` 975 Lakhs in Financial Year 2015-16 and ` 1,500 Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 11.75% per annum. Secured / to be secured by first pari passu charge on the fixed assets of the Company except assets specifically charged (see note below).
31st March, 2013 12,000.00
(` in Lakhs) 31st March, 2012 -
5,000.00
q)
State bank of Patiala Term Loan
2,500.00
r)
9,000.00
s)
Punjab National Bank Term Loan
2,245.55
C.
Loan repayable in 20 quarterly instalments i.e. 30th January, 2014 and Interest rate @ 13.25% per annum. WORKING CAPITAL DEMAND LOANS / CASH CREDIT From Scheduled Banks Secured against a) First pari passu charge by way of hypothecation of Raw Materials, Stock in Trade, Stock-inProcess, Finished Goods, Consumables, Stores & Spares and Packing Material, Book Debts and other Receivables belonging to the Company, b) Second pari passu charge on the fixed assets of the Company c) Corporate Guarantee of BIL and d) pari passu charge on Trust and Retention Account.
4,103.48
3,183.28
Agreegate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs), secured by Personal Guarantee of Shri Braj Binani. i) The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes Bank Limited.
Assets Specifically Charged
79

ii)
The assets imported from M/s F. L. Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and
iii) The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank. TERM LOANS -Bank Bank of Baroda : Outstanding - ` 10,901 Lakhs (USD 20,000,000) (Previous Year ` 10,393.24 Lakhs (USD 20,000,000)). The term facility is secured by following: Pari Passu Pledge of 100% shares of the Company held by Binani Cement Limited, India, the Guarantor. Negative lien on the assets of the Binani Cement Factory LLC, Dubai. Non disposal undertaking for beneficial interest of 51% shares of Binani Cement Factory LLC, Dubai held by Murari Holdings Limited. Non disposal undertaking for beneficial interest of 49% shares of Binani Cement Factory LLC, Dubai held by Mukundan Holding Ltd, 100% WOS of BCL. Pari Passu charge over the ESCROW Account held under the USD 85,000,000 Syndicate loan facility. Irrecoverable and unconditional corporate guarantee of Binani Cement Limited as permitted by Foreign Exchange Management Act, India and Reserve Bank of India guidelines. The guarantors maximum liability under is limited to a total aggregate amount of USD 25,000,000 (the Guarantee Cap) and shall remain in full force and effect and shall be valid until the date falling six months after the termination date (the Expiry Date) regardless of any intermediate payment or discharged in whole or in part whichever is earlier.
II Mukundan Holdings Limited
III Krishna Holdings Pte Limited
TERM LOANS -Bank IV State Bank of India (HK) : `10,179.35 Lakhs (USD 18,676,000) (Previous Year `11,848.81 Lakhs (USD 22,801,000)) The loan is secured by irrecoverable and unconditional corporate guarantee of Binani Cement Limited, the Holding Company. Binani Cement Factory LLC Trust Receipts & Bill discounted with recourse ` 4,314.95 Lakhs (AED 29,077,683) (Previous Year ` 1,443.10 Lakhs (AED 10,199,900)) The bank borrowings are secured by: Assignment of insurance policies on Stock and trade & other receivable Assignment of bank guarantees provided by customers and issued by reputed local banks. Undertaking to maintain own funds of ` 24,863.86 Lakhs (AED 167,553,000).
Bank Borrowings V
Murari Holdings Limited An analysis of the amounts outstanding from bank is as follows: a) b) c) Punjab National Bank: ` 1,907.68 Lakhs (USD 35,00,000) (Previous Year ` 2,858.14 Lakhs (USD 55,00,000) Bank of Baroda: ` 1,090.10 Lakhs (USD 2,000,000) (Previous Year ` 1,558.99 Lakhs (USD 3,000,000)) State Bank of India: ` 2,452.73 Lakhs (USD 4,500,000) (Previous Year ` 3,377.80 Lakhs (USD 6,500,000))
TERM LOANS
d) Syndicate Bank: ` 1,226.36 Lakhs (USD 2,250,000) (Previous Year ` 1,688.90 Lakhs (USD 32,500,000) The loan are secured by : Corporate Guarantee of Binani Cement Limited, Pledging of 100% shares of the Company (held by Binani Cement Limited), A negative lien on the assets of the Binani Cement Factory LLC, Dubai. Non disposal undertaking for the beneficial interest for 51% shares of Binani Cement Factory LLC, Dubai Non disposal undertaking for 49% shares of Binani Cement Factory LLC held by Mukundan Holdings Limited.
80
VI Shandong Binani Rongan Cement Company Loan Outstanding ` 17,374.80 Lakhs (RMB 200,000,000) (Previous Year ` 16,370 Lakhs (RMB 200,000,000) The Loan is secured by Plant & Machinery and land purchased for 2nd Clinker Production Line NOTE NO. - 32 OTHER INCOME (CONSOLIDATED ) PARTICULARS i) ii) iii) iv) v) vi) Interest & Dividend from Banks/ Others Liability no longer required written back Profit on sale of Fixed Assets Scrap Sale / Industrial waste Subsidy income of SBRCC Others 31st March, 2013 6,309.82 5.46 0.12 5.16 265.65 6,586.22 NOTE NO. - 33 REMUNERATION TO AUDITORS PARTICULARS For Audit Fees For Taxation Matters For other services Reimbursement of expenses 31st March, 2013 64.51 12.38 15.00 1.18 93.07 (` in Lakhs) 31st March, 2012 3,131.81 1,655.75 112.39 4,899.95 (` in Lakhs) 31st March, 2012 37.11 9.48 1.59 0.42 48.60
NOTE NO. - 34 DEFERRED TAX LIABILITY OF THE GROUP AS ON MARCH 31, 2013 COMPRISES OF THE FOLLOWING (CONSOLIDATED) (` in Lakhs) PARTICULARS a) Deferred Tax Liability Depreciation Total b) Deferred Tax Asset Disallowance under Income Tax Act, 1961 Total Deferred Tax Liability Provided upto last year Provision for additional Deferred Tax Liability Rounded off NOTE NO. - 35 Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` 11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses. 19,873.29 19,463.00 410.66 410.66 19,462.74 18,999.00 463.74 464.00 (1,737.66) (1,737.66) (1,791.05) (1,791.05) 21,610.95 21,610.95 21,253.79 21,253.79 31st March, 2013 31st March, 2012
81

NOTE NO. - 36
The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under: (` in Lakhs) PARTICULARS Balance Brought forward Power and Fuel Other Operating Expenses Repairs and Maintenance Repairs and Maintenance - Plant & Machinery Repairs and Maintenance - Others Management / Consultancy Fee Salaries and Wages Contribution to Provident and other Funds Workmen and Staff Welfare Expenses Rent Rates and Taxes Insurance Other Sundry Expenses Depreciation Interest - Debentures Exchange Loss (Net) Finance Charges 0.04 125.75 110.45 6.31 0.01 0.68 17.11 104.34 0.16 309.19 119.85 4,949.96 Less: Interest Income on Fixed Deposits Exchange Fluctuations (net) Dividend Income from Current Investments Sales / Power Miscellaneous Income Balance in Capital work in Progress Less : Capitalised Balance carried forward 4,949.96 4,949.96 0.75 4,099.74 9.28 4,090.46 143.29 21.81 1,074.86 134.91 8.63 0.09 4.11 13.25 141.59 0.15 23.91 4,243.78 31st March, 2013 4,090.46 2.39 63.23 31st March, 2012 2,820.47 -
82

NOTE NO. - 37
Related Party disclosure as per Accounting Standard 18 Related Party Disclosures issued by the Institute of Chartered Accountants of India : the Company has entered into transactions in ordinary course of business with related parties as per details below : (As certified by the Management): PARTICULARS Holding Company Fellow Subsidiary Enterprises where Key Management Personnel has got significant influence 92.54 (95.34) 36.00 (36.00) 37,428.63 (32,878.13) 3,646.92 (1,235.84) 15.68 (-) 2,850.00 (-) 518.47 (941.09) 732.50 (400.85) 92.63 (97.92) (25.00) 125.00 (75.00) 148.47 (-) 140.59 (-) 327.03 (-) (` in Lakhs) Total
Payment of Services charges / Reimbursement of Expenses - Triton Trading Co. Pvt. Ltd. Balance Receivable as on 31.03.13 Execution of transportation / other services contract - Dhaneshawar Solution Pvt. Ltd.
92.54 (95.34) 36.00 (36.00) 37,428.63 (32,878.13) 3,646.92 (1,235.84) 15.68 (-) 2,850.00 (-) 518.47 (941.09) 732.50 (400.85) 92.63 (97.92) (25.00) 125.00 (75.00) 148.47 (-) 140.59 (-) 327.03 (-)
Balance (Payable) as on 31.03.13 Interest paid on Inter Corporate Deposit - Dhaneshawar Solution Pvt. Ltd. - Inter Corporate Deposit received / repaid Execution of works / supply contract by - BIL Infratech Ltd. Balance (Receivable) as on 31.03.13 Service Charges for vehicle / Rent etc. - Binani Metals Ltd. Donation - G D Binani Charitable Trust - G D Binani Charitable Foundation Interest Income 3B Binani Glass Fibre SARL Interest Receivable as on 31.03.13 Loan given during the period CPI Binani Inc.
83
PARTICULARS
Holding Company
Fellow Subsidiary
Enterprises where Key Management Personnel has got significant influence
(` in Lakhs) Total
Balance as on 31.03.13 Loan given during the period 3B Binani Glass Fibre SARL Balance as on 31.03.13 Dividends Paid - Binani Industries Ltd. Interest received on dues/ICD Binani Industries Ltd Binani Zinc Ltd. Inter Corporate Deposit given Binani Industries Ltd Binani Zinc Ltd. Balance outstanding as on 31.03.13 Management Services Fee/Royalty on Trademark/capital & recurring cost of software licenses - Binani Industries Ltd. Balance outstanding (Payable) as on 31.03.13 (Figures in bracket pertain to Previous Year) Note: 54,704.00 (39,950.00)
327.03 (-) (4,157.30) 1,090.10 (4,157.30) (4,479.60) 5,980.53 (2,143.61) (23.32) 29,789.00 (40,650.00) (1,600.00) -
327.03 (-) (4,157.30) 1,090.10 (4,157.30) (4,479.60) 5,980.53 (2,143.61) (23.32) 29,789.00 (40,650.00) (1,600.00) 54,704.00 (39,950.00)
15,521.70 (-11,176.69) 1,650.34 (-)
15,521.70 (-11,176.69) 1,650.34 (-)
1 The payment towards Management Services Fee and Royalty to Holding Company and interest allocated to Holding Company have been separately disclosed vide Note no. 35. 2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in Note no. 31. 3 Guarantee given by the Company to Banks for loans given to subsidiary is disclosed in Note no. 26 (d). 4 Names of related parties and description of relationship: a) Holding Company : Binani Industries Limited b) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), BT Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals (Australia) Pty Limited, CPI Binani Inc, (USA) 3B Binani Glass Fibre S.a.r.l. (3B Binani) c) Transactions with Binani Metals Ltd. where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian. d) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited
84

NOTE NO. - 38
a) Particulars of unhedged foreign currency exposure as at Balance Sheet date (` in Lakhs) Particulars Outstanding Creditors for Coal Outstanding Creditors for Machinery Outstanding Creditors for Spares Loans Payables Currency USD USD USD USD Number of Contracts 8 31st March, 2013 31st March, 2012 13,199.93 1,470.78 1128.78 Buy Amount 25,276,690 8,003.00 15.56 1583.53 Purpose Creditors Payment
b) The details of forward contracts outstanding at the year end are as follows Currency USD
NOTE NO. - 39 Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India. Since the company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same has been considred the primary reportable segment. Further, it has identified geographical segment as India, Dubai and China based on Segment Revenue, Result & Asset for reporting purpose. (` in Lakhs) Segment Revenue Sales (net of Excise) Other Income Total India 223,604.88 (202,781.13) 126.32 (110.05) 223,731.20 (202,891.18) Segment Result Net Profit/ (loss) before tax from ordinary activities. Add: Interest & Dividend Income Less: Financial Costs Less: Income Taxes Total 30,089.30 (18,678.83) (4,009.23) (-3646.80) (911.68) (211.38) 997.71 (-135.08) India 30,033.39 (18,678.83) Dubai 7,542.47 (7,405.16) 7,542.47 (7,405.16) Dubai (4,009.23) (-3646.80) China 35,378.64 (14,143.19) 86.34 (1,658.09) 35,464.98 (15,801.28) China (911.68) (211.38) 2,730.41 (6,968.52) Unallocated 2,688.29 (6,968.52) 42.11 Elimination Inter Segment -2,321.46 (-3,987.61) -2,321.46 (-3,987.61) Total 266,892.82 (227,310.39) 254.77 (1,768.14) 267,147.59 (229,078.53) Total 26,528.87 (14,685.57) 6,331.45 (3,131.81) 24,836.03 (18,942.75) 3,341.70 (788.33) 4,682.59 (-1913.71)
Unallocated Inter Segment 1,416.40 (-135.08) -
85
Capital Employed Total Segment Assets Total Segment Liabilities Capital Employed
India 331,774.66 (308,629.71) 89,134.26 (72,206.64) 242,640.39 (236,423.07)
Dubai 32,245.55 (32,106.47) 1,651.27 (1,727.79) 30,594.28 (30,378.68)
China 82,553.78 (81,282.70) 10,512.98 (9,846.05) 72,040.80 (71,436.65)
Unallocated Inter Segment 185,600.21 (194,750.36) 75.99 (1,684.93) 185,524.22 (193,065.44) (236,605.05) (-232,525.20) (236,605.05) (-232,525.20)
TOTAL 395,569.14 (384,244.05) 101,374.50 (85,465) 294,194.64 (298,778.63)
(Figures in bracket pertain to previous year)
NOTE NO. - 40 EMPLOYEE BENEFITS : a) Defined Contribuion Plans : During the year the Company has recognised `394.54 Lakhs (Previous Year ` 305.38 Lakhs) in the Profit and Loss Account on account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC. I) Binani Cement Limited
b)
Defined benefit plans : as per actuarial valuation on 31st March, 2013 (` in Lakhs) Particulars I 1 2 3 4 5 6 7 8 Expenses recognised in the Statement of Profit & Loss Current Service Cost * Interest Cost Employee Contributions Expected return on plan assets Net Actuarial (Gains)/Losses Past Service Cost Settlement Cost Total Expenses 86.65 50.88 (47.93) 41.48 131.08 74.09 41.26 (41.97) 23.68 97.07 25.77 25.77 17.01 17.01 Gratuity Funded 31st March, 2013 31st March, 2012 Leave Encashment Non-Funded 31st March, 2013 31st March, 2012
* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance (` in Lakhs) Particulars II 1 2 3 4 Net Asset/(Liability) recognised in the Balance Sheet Present value of Defined Benefit Obligation Fair value of plan assets Funded Status [Surplus/(Deficit)] Net Asset/(Liability) 720.30 584.88 (135.41) (135.41) 598.64 557.30 (41.34) (41.34) 229.75 (229.75) 203.98 (203.98) Gratuity Funded 31st March, 2013 31st March, 2012 Leave Encashment Non-Funded 31st March, 2013 31st March, 2012
86
(` in Lakhs) Particulars III 1 2 3 4 5 6 7 8 9 Change in obligation during the year Present value of Defined Benefit Obligation at beginning of the year Current Service cost * Interest cost Settlement cost Past service cost Employee Contributions Actuarial (Gains)/Losses Benefits Payments Present value of Defined Benefit Obligation at the end of the year 598.64 86.65 50.88 34.46 (50.33) 720.30 500.17 74.09 41.26 21.44 (38.33) 598.64 229.75 203.98 203.98 25.77 186.97 17.01 Gratuity Funded 31st March, 2013 31st March, 2012 Leave Encashment Non-Funded 31st March, 2013 31st March, 2012
* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance Particulars IV 1 2 3 4 5 6 7 8 9 V VI Change in Assets during the Year Plan assets at the beginning of the year Assets acquired on amalgamation in Previous Year Settlements Expected return on plan assets Contributions by Employer Actual benefits paid Actuarial (Gains)/Losses Actual return on plan assets Plan assets at the end of the year The major categories of plan assets as a percentage of total plan Qualifying Insurance Policy Actuarial Assumptions : Discount Rate Rate of Return on Plan Assets Salary Escalation Attrition rate Gratuity Funded 31st March, 2013 31st March, 2012 557.30 37.00 (50.33) (7.01) 47.93 584.88 YES 8.25% 8.70% 7% 2% 524.63 31.27 (38.33) (2.24) 41.97 557.30 YES 8.50% 8.60% 7% 2%
b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 229.75 Lakhs (` 203.98 Lakhs) based upon following assumptions. Discount Rate Salary Escalation 8.25% 7% 8.50% 7%
II)
Binani Ready Mix Concrete Limited Defined benefit plans as per actuarial valuation on 31st March, 2013
87

(a) Gratuity (non-funded)
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet. (` in Lakhs) Particulars Profit & Loss Account: Net Employee Benefit expenses (recognised in employee cost): Current Service Cost Interest cost on benefit Obligation Expected return on plan assets Net actuarial (gain)/loss recognised in the year Past service cost Net benefit expenses Actual return on plan assets: Balance Sheet: Details of Provision for Gratuity: Defined benefit obligation Fair value of plan assets Less: Unrecognised past service cost Plan Assets/(Liability) Changes to the present value of defined benefit obligations are as follows: Opening defined benefit obligation Interest cost Current service cost Benefits paid Actuarial gains/(losses) on obligation Closing defined benefit obligation (1.75) (0.15) (1.64) 0.86 (2.67) (1.75) (1.75) (2.67) (2.67) (2.67) (1.75) (1.75) (1.75) 1.64 0.15 (0.86) 0.93 NA 1.75 1.75 NA 31st March, 2013 31st March, 2012
(b) Leave Encashment Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (revised) is ` 3.48 Lakhs (Previous Year - ` 2.46 Lakhs). The principal assumptions used in determining gratuity and leave encashment benefit obligations for the Companys plans are shown below : Particulars Discount Rate Salary Escalation 31st March, 2013 8.00% 4.00% 31st March, 2012 8.50% 4.00%
II)
Binani Cement Factory LLC
Employees terminal benefits For employees terminal benefit provision, actuarial calculations are not made. Hence, provision is made on the assumption that all employees were to leave as of the end of the reporting period since this provides, in managements opinion, a reasonable estimate of the present value of the terminal benefits.
88

NOTE NO. - 41 OPERATING LEASE I a) b) Binani Cement Limited
Operating lease payment recognised in Profit & Loss Account amounting to ` 498.47 Lakhs (Previous Year ` 498.47 Lakhs) General description of the leasing arrangement: i) ii) Leased Assets: Car and Godowns. Future lease rentals are determined on the basis of agreed terms.
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. Binani Ready Mix Concrete Limited (` in Lakhs) Particulars (a) (b) Lease payments recognised in the Profit and Loss Account. Significant lease arrangements: (i) The agreements is initially for a period of five years which may be extended or terminated as per the conditions of the agreements. 31st March, 2013 74.97 31st March, 2012 66.46
(ii) the Company has given interest free security deposit of ` 30 Lakhs. (iii) Agreement provide for increase in rent by 10% after 3 years from the date of lease. (c) Future minimum lease payments are: (i) Not later than one year
72.00 173.40 -
72.00 245.40 -
(ii) Later than one year and not later than five years (iii) Later than five years NOTE NO. - 42 Consolidated Earning per share is calculated as follows : Particulars Net Profit after Tax attributable to equity shareholder ( ` in Lakhs) Net Profit after Tax before extraordinary item attributable to equity shareholder (` in Lakhs) Equity Shares outstanding as at the period end (in Nos.) Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share (in Nos.) Nominal Value per Equity Share (in `) Earning Per Share (Basic) (in `) Earning Per Share (Diluted) (in `) NOTE NO. - 43
31st March, 2013 4,682.59 4,682.59 188,601,274 188,601,274 10.00 2.48 2.48
31st March, 2012 (1,913.70) (1,913.70) 188,601,274 188,601,274 10.00 (1.01) (1.01)
Miscellaneous Expenses in Note no. 24 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and ` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation.
89

NOTE NO. - 44
BCL: Trade Receivables of ` 5,734.33 Lakhs have been netted off against advance received towards those sales and the excess of advance over receivables amounting to ` 3,719.8 Lakhs has been shown under current liability. Such advances are settled after full amount is received from the debtors.
NOTE NO. - 45 The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the Competition Appellate Tribunal (CompAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors that it has a good case for the CompAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard. 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. Previous Years figures have been regrouped / reclassified wherever necessary. For and on behalf of the Board of Directors R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 Braj Binani Chairman
NOTE NO. - 46
NOTE NO. - 47
As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013
90
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
PARTICULARS 31st March, 2013
Cash Flow From Operating Activities (1,125.37) Net Profit Before Tax before Prior period items 8,024.29 Adjustments for: Depreciation / Amortisation 12,543.67 15,404.19 Interest and Finance Charges 18,942.75 24,836.03 Unrealised Exchange Rate Fluctuations (net) 545.67 961.20 Bad Debts written off 354.43 Loss/(Profit) on sale of Fixed Assets 456.31 230.76 Interest Income (2,930.95) (6,280.46) Dividend Income (200.86) (50.99) 28,585.65 Operating Profit Before Working Capital Changes 43,125.02 Adjustments for: Inventories (630.92) 695.98 Trade and Other Receivables (38,139.10) (15,905.71) Trade and Other Payables 23,602.91 11,056.61 13,418.54 Cash Generated from Operations 38,971.90 Direct Taxes Paid (including Fringe Benefit Tax) (Net) (1,015.03) (1,592.87) 12,403.51 A Net Cash flow from Operating Activities 37,379.03 Cash Flow from Investing Activities Purchase of Fixed Assets (including capital work - in progress) (44,857.75) (10,048.91) Sale of Fixed Assets 121.78 40.07 Long term loans & Advances (2,158.84) (178.73) Dividend Income Received 200.86 50.99 Interest income Received 2,930.95 6,103.40 (43,763.00) B Net Cash Used in Investing Activities (4,033.18) Cash Flow from Financing Activities Repayment of Long term Borrowings (55,032.05) (45,997.54) Proceeds of Long term Borrowings 84,250.31 33,282.81 Payment of Deferred Indirect Taxes (59.11) Proceeds from Trade Deposit 222.99 153.51 Interest & Finance Charges paid (18,942.75) (25,019.71) Dividend Paid / Dividend Distribution Tax Paid (5,479.93) (0.06) Proceeds / Repayment from Short Terms Borrowings (Net) 7,753.63 1,403.81 12,772.20 C Net Cash from Financing Activities (36,236.29) (18,587.29) D Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (2,890.44) 34,810.15 E Opening Cash & Cash Equivalents (Cash and Bank Balances) 16,222.86 16,222.86 F Closing Cash & Cash Equivalents (D+E) (Cash and Bank Balances) 13,332.42 Note: 1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 "Cash Flow Statements" as specified in the Companies (Accounting Standards) Rules, 2006. 2. Cash & Cash Equivalents are Cash and Bank balances as per the Balance Sheet and inculdes ` 5,465.82 Lakhs (Previous Year ` 620.04 Lakhs) as restricted Bank Balances. 3. Previous Year figure have been recast / regrouped wherever considered necessary. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NOTE NO - 2. The accompanying notes are integral part of the financial Statements As per our attached report of even date For Kanu Doshi Associates Chartered Accountants Firm Registration No. 104746W Mihir Hindocha Partner Membership No. 112766 Place : Mumbai Date : 23rd April, 2013 R. Venkiteswaran Executive Director & Chief Financial Officer - Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Place : Mumbai Date : 23rd April, 2013 For and on behalf of the Board of Directors Braj Binani Chairman
91
92
Country of Incorporation Relationship Currency Conversion Rate Capital Reserves Total Assets Total Details of Liabilities Investments (except investment in subsidiaries) 187.35 10,211.61 206.66 11,264.17 177.72 9,686.73 5,421.17 4,330.17 0.13 7.22 1,616.63 23,989.82 0.08 5,316.57 46,187.18 0.22 0.01 2,668.73 3.23 10.39 6.63 77.92 1.64 (90.51) (158.44) (710.47) 1.64 633.56 1,109.04 489.14 89.94 0.88 0.56 0.02 0.00 723.81 1,267.04 553.71 1,625.97 40.88 508.96 7,552.65 4,097.88 35,599.93 69.82 2.35 312.30 199.41 2,322.19 0.75 (0.36) 2.36 128.45 (284.30) (4,218.79) (0.23) (414.44) (3,600.38) - (22,518.02) (126.10) 51.89 2.02 (67.24) (2.27) 252.46 161.19 12,002.15 253.25 8.63 15.10 (343.35) (1.08) (499.43) (9.16) (656.11) 0.11 5.97 (12.04) 244.24 20.00 4.48 0.37 4.11 224.24 (12.04) (656.11) (9.16) (499.43) (1.08) (0.36) 2.25 122.49 (284.30) - (4,218.79) (0.23) (414.44) - (3,600.38) (895.22) (21,622.80) (5.01) 7.67 0.30 4.79 3.06 (121.09) 44.22 1.72 (67.24) (2.27) 247.67 158.14 12,002.15 253.25 8.63 15.10 (343.35) Turnover Profit/(Loss) Provision for Profit/ excluding before Taxation (Loss) after other taxation taxation income Singapore INR USD INR USD INR INR INR USD INR AED INR INR RMB INR IDR INR MNT INR TZS INR KES INR UGX INR MUR INR INR 0.44 645.90 1.75 0.25 0.00 0.02 0.02 0.00 6.07 77.88 0.64 0.00 9.51 0.00 (86.71) 0.03 0.02 (2,572.95) 95.79 49.09 (2.64) 46.45 0.04 1,258.64 (67.80) 1,191.06 305.93 (56.08) 1,875.82 0.01 54,630.00 (10,013.70) 334,967.49 290,351.18 39,093.30 (2,726.71) 82,553.78 8.69 4,500.00 (313.87) 9,502.70 1.00 1.92 3.01 4,740.15 3,515.58 32,245.55 14.84 319.43 236.91 2,172.97 8,175.75 119.71 8,302.68 54.51 150.00 2.20 152.33 5.00 (1.85) 4,333.32 5.00 1.85 5,428.02 36,681.87 (2,573.94) 43,794.65 54.51 673.00 (47.22) 803.50 49,490.54 (4,986.21) 55,768.50 54.51 908.00 (91.48) 1,023.18 37,214.96 353.51 47,780.08 British Virgin Subsidiary of Islands BCL British Virgin Subsidiary of Islands BCL India India Singapore United Arab Subsidiary of Emirates MHL & MUHL India China Indonesia Mongolia Tanzania Kenya Uganda Mauritius India Subsidiary of BCL Subsidiary of BCF LLC Subsidiary of BCF LLC Subsidiary of BCF LLC Subsidiary of BCF LLC Subsidiary of KHL Subsidiary of Bhumi Subsidiary of KHL Subsidiary of BCL Subsidiary of BCL Subsidiary of BCL Subsidiary of BCL Subsidiary of BCL USD 54.51 682.78 6.49 876.62
SUMMARISED FINANCIAL INFORMATION FOR THE YEAR / PERIOD ENDED ON MARCH 31, 2013, IN RESPECT OF SUBSIDIARIES OF THE COMPANY IN COMPLIANCE WITH THE GENERAL EXEMPTION GRANTED BY THE MINISTRY OF COMPANY AFFAIRS UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956. (` in Lakhs)
Sr.no Name of the Subsidiary Company
Krishna Holdings Pte. Ltd.(KHL)
Mukundan Holdings Ltd. (MHL)
Murari Holdings Ltd. (MUHL)
Swiss Merchandise Infrastructure Ltd. (Swiss)
Merit Plaza Ltd. (Merit)
Bhumi Resources (Singapore) Pte. Ltd. (Bhumi)
Binani Cement Factory LLC (BCF LLC)
Binani Energy Private Ltd.
Shandong Binani Rong'An Cement Co. Ltd. (SBRCC)
10
PT Anggana Energy Resources (Anggana)
11
Binani Mineral Resources (Mongolia) LLC
12
BC Tradelink Ltd.
13
Binani Cement Factory (Kenya) Ltd.
14
Binani Cement (Uganda) Ltd.
15
Binani Cement Factory Mauritius
16
Binani Ready Mix Concrete Ltd.
Notes
1)
For the purpose of the above statement, the financial statements of the overseas subsidiaries are converted into INR on the basis of closing exchange rate as on March 31, 2013.
2)
Turnover, Profit/(Loss) before Taxation, Provision for Taxation and Profit/(Loss) after Taxation shown above are for the period/year April 01, 2012 to March 31, 2013.
3)
The Statement does not include companies which have been closed during the year.
For and on behalf of the Board of Directors R. Venkiteswaran Executive Director & CFO-Group Control Accounts Atul P. Falgunia Sr. Vice President (Secretarial) & Company Secretary Braj Binani Chairman P. Acharya Sr. Executive Director & Wholetime Director
Place : Mumbai Date : 23rd April, 2013
BINANI CEMENT LIMITED

Registered Office: 601, Axis Mall, 6th Floor, Block C, Action Area I, New Town, Rajarhat, Kolkata 700 156.
Dated : 19th August, 2013 Dear Shareholder(s), RE: Green Initiative in Corporate Governance The Ministry of Corporate Affairs (Ministry) through its Green Initiative in Corporate Governance allowed paperless compliances by Companies through electronic mode. In accordance with the circulars bearing no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the Ministry, Companies can now send various notices / documents (including notice calling Annual General Meeting, Audited Financial Statements, Directors Report, Auditors Report etc) to their shareholders through electronic mode, to the registered e-mail addresses. We, therefore request you to contribute to the Corporate Social Responsibility initiative of the Company. All you have to do is to register your e-mail ID with the Company to receive communication through electronic mode. We therefore, invite you to contribute to the cause by filling up the registration form for registering your email ID. In case you still desire to receive the above mentioned documents in physical form, you are requested to send an e-mail to nagesh@binani.net /rajesh.mishra@linkintime.co.in or send a letter at the following address. Binani Cement Limited Mercantile Chambers, 12, J.N. Heredia Marg, Ballard Estate, Mumbai 400 001.
Thanking you, For Binani Cement Limited
Atul P. Falgunia Senior Vice-President (Secretarial) & Company Secretary
93
REGISTRATION FORM
To, Binani Cement Limited Mercantile Chambers, 12, J.N. Heredia Marg, Ballard Estate, Mumbai 400 001.
Dear Sir/ Madam, Green Initiative in Corporate Governance I agree to receive all communication/documents/papers from the Company in electronic mode. Please register my e-mail ID in your records for sending communication/documents/papers. Folio No. :
DPID : Client ID :
Name of 1st Registered Holder : Name of Joint Holder(s) Registered Address : :
Email ID :
Date
Signature of the 1st Holder
Important Notes: 1) 2) On registration, all the communication will be sent to the e-mail ID registered with the Company Shareholders are requested to keep Company informed as and when there is any change in the e-mail address. Unless, the change in email ID given above, is intimated in writing, the Company will continue to send the notices/documents to you to the above mentioned email ID.
94

Registered Office: 601,Axis Mall,6th floor, Block-C, Action Area-I, New Town, Rajarhat, Kolkata 700 156.
Registered Office: 601,Axis Mall,6th floor, Block-C, Action Area-I, New Town, Rajarhat, Kolkata 700 156.
PROXY FORM
ATTENDANCE SLIP
(To be handed over at the entrance of the Meeting Hall)
I/We _________________________________________________________
of __________________in the district of _________________________
being a Member/Members of BINANI CEMENT LIMITED hereby appoint
______________________________________________________________
of _________________ in the district of _________________ or failing him
I hereby record my presence at the SEVENTEENTH ANNUAL GENERAL MEETING of the Company to be held at 2.15 p.m or immediately after the 13th Annual General Meeting of Binani Zinc Limited if it concludes after 2.15 p.m. at Kala Mandir, 48, Shakespeare Sarani, Kolkata- 700 017 on Saturday, 28th September, 2013. Name of the Member ___________________________________________ No. of Shares held _____________________________________________ Folio No. _____________________________________________________ DP ID* _____________________ Client Id*___________________________
______________________________________________________________
of____________________________________________________________
in the district of_________________________________________________
______________________________________________________________ as my/our Proxy to attend and vote for me/us and on my/our behalf at the SEVENTEENTH ANNUAL GENERAL MEETING of the Company to be held at 2.15 p.m or immediately after the 13th Annual General Meeting of Binani Zinc Limited if it concludes after 2.15 p.m. at Kala Mandir, 48, Shakespeare Sarani, Kolkata- 700 017 on Saturday, 28th September, 2013 and at any adjournment thereof.
Signed this ____________ day of ____________2013 Name of Proxy/Representative (in Block Letter) (To be filled in if the Proxy attends instead of the Member)
Signature(s) of
the Member(s)
Folio No. __________________
DP. Id* ____________________
Affix Revenue Stamp Signature of the Members of Proxy/Representative.
Client Id* __________________
Note
i) This Proxy Form must be deposited at the Registered Office of the * Applicable for Investors holding shares in Electronic Mode.
Company, not later than 48 hours before the time of the meeting.
ii) A Proxy need not be a member.
*Applicable for Investors holding shares in Electronic Mode.
95
BOOK - POST
www.sapprints.com

Binani Cement

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Binani Cement

Uploaded by

Copyright:

Available Formats

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

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

COMPANY SECRETARY AUDITORS

M/s. Kanu Doshi Associates

TERM LENDERS & BANKERS

REGISTRAR & SHARE TRANSFER AGENTS

CORPORATE & MUMBAI OFFICE

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

By Order of the Board For Binani Cement Limited

Place : Mumbai Date : 27th July, 2013

Atul P. Falgunia Company Secretary

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Braj Binani Chairman Place : Mumbai Date : 27th July, 2013

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Not Applicable b. TECHNOLOGY ABSORPTION DEVELOPMENT Not Applicable

B.E.(Mech.) & MBA

90.81 92.27 70.31 65.08

M.A. (Economics) B.E.(Chemical) B.TECH.(Chemical Engg.) & PGDMM B.E. (Civil)

10.10.2005 18.01.1996 30.11.2011 15.01.1997

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

(KWh) (` Lakhs) ` (KWh) (` Lakhs) (` Lakhs) (` Lakhs) (` Lakhs) (` Lakhs) `

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

MANAGEMENT DISCUSSION AND ANALYSIS

Profit Before Tax (` in Lakhs)

24484 15657 15456 8227 5315

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Power Generated v/s Purchased

2500 2000 1500 1000 500 0

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Yes Yes No No Yes

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

SI Name of the Director No.

No. of Board Attendance meeting at last AGM attended

No. of other Director-ships in Domestic Public Companies 1 7 4 1

No. of Membership / Chairmanship * in other Board Committee(s). As Chairman As Member 7 -

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)

Binani Cement Limited

(A subsidiary of Binani Industries Limited)