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Binani Cement Limited

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BOARD OF DIRECTORSMr. Braj Binani : Chairman

Mr. Jotirmoy Ghose : Managing Director

Mr. V. Subramanian : Director

Mr. S. Sridhar : Director

Mrs. Jayantika Dave : Director(upto 20.03.2016)

Dr. (Mrs.) Sangeeta Pandit : Director(w.e.f. 21.04.2016)

Mrs. Sudha Navandar : Director(w.e.f. 21.04.2016)

CHIEF FINANCIAL OFFICERMr. V. Srikrishnan [w.e.f. 08.06.2015 and upto 11.07.2015] Mr. Devendra Mehta [w.e.f. 02.05.2016]

COMPANY SECRETARYMr. Amit Kumar Gupta [upto 31.03.2016]

Mrs. Vaishali Vyas [w.e.f. 29.07.2016]

AUDITORSM/s. MZSK & Associates, Chartered AccountantsThe Ruby, Level 9, North West Wing,Senapati Bapat Marg, Dadar (W), Mumbai – 400 028.Tel: +91 22 24393600, Fax: +91 22 24393700

SECRETARIAL AUDITORSM/s. Aabid & Co.12, 4th Floor, Sai Sadan68, Janma Bhoomi MargFort, Mumbai - 400 001Tel : +91 22 22828661

FINANCIAL INSTITUTIONS & BANKERSBank of Baroda

Bank of India

Canara Bank

Dena Bank

IDBI Bank Limited

SIDBI

State Bank of India

United Bank of India

Edelweiss Asset Reconstruction Company Limited

REGISTRAR & SHARE TRANSFER AGENTSM/s. Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W),Mumbai – 400 078.Tel: 022 – 25946970Fax: 022 – 25946969Email: [email protected]

REGISTERED OFFICE37/2, Chinar Park,New TownRajarhat Main RoadP.O. HatiaraKolkata- 700157.Tel: 08100326795Fax: 033-4008 8802Email: [email protected]: www.binanicement.inCIN: U26941WB1996PLC076612

CORPORATE OFFICEMercantile Chambers,12, J.N. Heredia Marg,Ballard Estate,Mumbai – 400 001.Tel: 022-30263000/01/02Fax: 022-22634960Email: [email protected]

PLANT LOCATIONS1. Binani Cement Limited Village: Binanigram – 307031. Taluka: Pindwara, District: Sirohi, Rajasthan.

2. Binani Cement Limited Village: Sirohi – 332714 Taluka: Neem Ka Thana, District: Sikar, Rajasthan.

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

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

CONTENTS Pages

Notice for the Twentieth Annual General Meeting 2-8

Directors’ Report 9-34

Standalone Financial Statements 35-73

Consolidated Financial Statements 74-109

Summary of Financial Statement of Subsidiary Companies 110-111

Route Map, Attendance Slip and Proxy Form

Binani Cement Limited annual report 2015-16

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NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of BINANI CEMENT LIMITED will be held on Thursday, 29th September, 2016 at 3.30 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Year ended 31st March 2016, including the Audited Balance Sheet as at 31st March, 2016, together with Reports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Braj Binani (DIN 00009165), who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of M/s. MZSK & Associates , Chartered Accountants, Statutory Auditors of the Company in respect of Financial Year 2016 -17.

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

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made there under (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), the appointment of M/s MZSK & Associates, Chartered Accountants (Firm Registration Number 105047W) who were appointed as Statutory Auditors of the Company by the Members at the Nineteenth Annual General Meeting of the Company to hold office till the conclusion of the Twenty-fourth Annual General Meeting of the Company subject to ratification of appointment at every Annual General Meeting, be and is hereby ratified for the financial year ended March 31, 2017 and the Board of Directors / Audit Committee of the Company be and is hereby authorised to fix the remuneration plus reimbursement of out of pocket expenses as may be incurred by them in connection with the audit of the accounts of the Company for the financial year ended March 31, 2017.”

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV thereto (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), Companies (Appointment and Qualification of Directors) Rules, 2014 and such other

Rules as may be applicable, Dr. (Mrs.) Sangeeta Sanjeev Pandit (DIN 06748608) Additional Director, being eligible to be an Independent Director, be and is hereby appointed as an Independent Director, not liable to retire by rotation, for a term upto the conclusion of 22nd Annual General Meeting of the Company to be held in the year 2018.

RESOLVED FURTHER THAT, the Board or any Committee thereof be and are hereby authorized to do all such things, deeds, matters and acts as may be required to give effect to this resolution and to do all things incidental and ancillary thereto”.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV thereto (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), Companies (Appointment and Qualification of Directors) Rules, 2014 and such other Rules as may be applicable, Mrs. Sudha Pravin Navandar (DIN 02804964) Additional Director, being eligible to be an Independent Director, be and is hereby appointed as an Independent Director, not liable to retire by rotation, for a term upto the conclusion of 22nd Annual General Meeting of the Company to be held in the year 2018.

RESOLVED FURTHER THAT, the Board or any Committee thereof be and are hereby authorized to do all such things, deeds, matters and acts as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.”

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

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) the Company hereby ratifies the remuneration of Rs. 1.00 (One) Lakh plus service tax and out-of-pocket expenses payable to M/s. K.G. Goyal & Co, Cost Accountants, who have been appointed by the Board of Directors as Cost Auditors to conduct audit of cost records of the Company for the financial year ending 31st March, 2017.”

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

“RESOLVED THAT, pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies

BINANI CEMENT LIMITED[CIN : U26941WB1996PLC076612]

Registered Office: 37/2 Chinar Park, New Town, Rajarhat Main Road, P.O : Hatiara, Kolkata – 700157Website: www.binanicement.in Tel: 08100326795 Fax : 033-40088802

NOTICE OF ANNUAL GENERAL MEETING


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Act, 2013 read with Schedule IV thereto (including any statutory modification(s), enactment(s) or re-enactment(s) thereof, for the time being in force), Companies (Appointment and Qualification of Directors) Rules, 2014 and such other Rules, as may be applicable and pursuant to the recommendation of Board of Directors on the basis of performance evaluation, Mr. S. Sridhar (DIN -00004272) being eligible to be an Independent Director, be and is hereby re-appointed as an Independent Director, not liable to retire by rotation, for a term upto the conclusion of 22nd Annual General Meeting of the Company to be held in the year 2018.

RESOLVED FURTHER THAT, the Board or any Committee thereof, be and are hereby authorized to do all such things, deeds, matters and acts as may be required to give effect to this resolution and to do all things incidental and ancillary thereto.”

For Binani Cement Limited

Vaishali VyasCompany Secretary

Membership No. A22974

Place : Mumbai Date : 29thJuly, 2016

NOTES:

1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to Special Business set out in the Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE MEMBER OF THE COMPANY. A person can act as a Proxy on behalf of not more than fifty (50) Members and holding in the aggregate not more than 10% of the total share capital of the Company. A Member holding more than 10% of the total share capital of the Company may appoint a single person as a Proxy and such person shall not act as a Proxy for any other Member.

3. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed, stamped and signed, not less than 48 hours before the commencement of the Annual General Meeting (AGM). Proxies submitted on behalf of the companies / bodies corporate etc. must be supported by an appropriate Resolution / Authority, as applicable. A Proxy Form is appended with this Notice.

4. During the period beginning 24 hours before the time fixed for the commencement of the AGM and ending with the conclusion of the AGM, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

5. Members/ Proxies should bring the duly filled Attendance Slip to attend the AGM.

6. A brief profile of Directors proposed to be appointed/reappointed is annexed hereto and forms part of this Notice.

7. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts and Arrangement in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013, shall be available for inspection by the Members at the AGM.

8. Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

9. Members are requested to:

a. bring their copy of the Annual Report for the AGM.

b. to address their queries relating to Accounts of the Company, if any, to the Company Secretary of the Company at least ten working days in advance of the AGM, to enable the Company to keep the information ready.

c. note that in respect of the shares held in physical form, all correspondence relating to share transfers, transmissions, sub-division, consolidation of shares or any other related matters and/or change in address or updation thereof, should be addressed to Registrar and Share Transfer Agents of the Company, viz. Link Intime India Private Limited, at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078. Shareholders, whose shareholding is in electronic form, are requested to direct change of address notifications, registration of e-mail address and updation of bank account details to their respective Depository Participant.

d. quote their DP ID No. /Client ID No. or Folio Number in all their correspondence.

10. The Annual Report for 2015-16 along with the Notice of AGM, Attendance Slip and Proxy Form is being sent by electronic mode to all the Members who have registered their email IDs with the Depository Participants, Registrar and Share Transfer Agents and the Company unless where any Member has specifically requested for the physical copy. The physical copies of the Financial Statements alongwith annexures thereto will be available for inspection at the Registered Office of the Company during business hours on all working days. Members, who require physical copies of Annual Report, may write to the Company Secretary or Registrar and Share Transfer Agents. Members may further note that the Annual Report will also be available on the Company’s website www.binanicement.in under investors’ section for download.

11. The Ministry of Corporate Affairs (MCA) on 10 May, 2012 notified the IEPF (uploading of information regarding unpaid and


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unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the unclaimed dividend on the website of the IEPF viz. www.iepf.gov.in and under “Investors” section on the website of the Company viz. www.binanicement.in The concerned members are requested to verify the details of their unclaimed amounts, if any, from the said websites and write to the Company’s Registrar and Share Transfer Agents or the Company Secretary before the same is due for transfer to the Investor Education and Protection Fund. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred the unpaid or unclaimed dividends up to the financial year 2007- 08 on due date, to the Investor Education and Protection Fund (the IEPF) established by the Central Government.

Due dates for transfer of unclaimed dividend to the IEPF are given hereinafter:

Sr. No.

Dividend for the Year ended

Due date for Transfer of unclaimed dividends to IEPF

1 31.03.2009 07.08.20162 31.03.2010 06.08.20173 31.03.2011 08.08.2018

12. Pursuant to Section 101 of the Companies Act, 2013 and Rules made there under, the Companies are allowed to send communication to shareholders electronically. We thus, request you to kindly register/update your email IDs with your respective Depository Participants and in the case of physical holding of shares with the Company’s Registrar and Share Transfer Agents or the Company and make this Green Initiative a success.

13. Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2014, the Company is pleased to provide the facility to members to exercise their right to vote on the Resolutions proposed to be passed at the AGM by electronic means on the platform being availed from the Central Depository Services India Limited (CDSL). The Members, whose names appear in the Register of Members/List of Beneficial Owners as on Thursday, 22nd September, 2016, i.e. the cut-off date for the purpose of voting at AGM, are entitled to vote on the Resolutions set forth in this Notice. The Members may cast their votes on electronic voting system from a place other than the venue of the AGM (‘remote e-voting’).

14. Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given herein below: PROCEDURE FOR REMOTE E-VOTING i. The remote e-voting period begins on Monday, 26th

September, 2016 at 09.00 AM and ends on Wednesday, 28th September, 2016 at 5.00 PM. During this period, shareholders holding shares either in physical form or in dematerialized form, as on the cut-off date (i.e. Thursday, 22nd September, 2016), may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after 5.00 P.M. on 28th September, 2016.

ii. Shareholders who have already voted prior to the Meeting date would not be entitled to vote at the Meeting venue.

iii. Share holders should log on to the e-voting website www.evotingindia.com.

iv. Click on“Shareholders” tab.

v. Now Enter your UserID

a. For CDSL : 16 digits beneficiary ID;

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID;

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

vi. Next enter the Image Verification as displayed and Click on Login.

vii If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

viii. If you are a first time user follow the steps given below:

For Member sholding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued

by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on the address slip / provided in the email sent to you.

Dividend Bank DetailsORDate of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yy) format as recorded in your demat account or in the Company’s records in order to login.If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank Details field as mentioned in instruction (v).

ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that any such company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.


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xi. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xii. Click on the EVSN for Binani Cement Limited on which you choose to vote.

xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” against which the option“YES/NO” will be available for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xv. After selecting the resolution you have decided to vote on, click “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click “OK”, else to change your vote, click “CANCEL” and accordingly modify your vote.

xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii. You can also take out print of the voting done by you by clicking “Click here to print”option on the voting page.

xviii. If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click Forgot Password & enter the details as prompted by the system.

xix. Note for Non–Individual Shareholders and Custodians.

• Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• Ascannedcopyof theRegistrationFormbearingthe stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a complianceuser should be created using the admin login and password. The Compliance user would be able to link the account (s) for which they wish to vote on.

• [email protected] and on approval of the accounts they would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerof Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xx. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

15. In addition to remote e-voting, the facility for voting, either through electronic voting system or ballot/polling paper, shall also be made available at the venue of AGM and the Members attending the AGM who have not cast their vote through remote e-voting shall be eligible to vote at the AGM.

16. The route map to the venue of AGM is provided in this Annual Report for easy location.

17. The Company has appointed Mr. Manoj Kumar Banthia (Membership No.A11470) of M/s MKB & Associates, Practicing Company Secretary, to act as the Scrutinizer, to scrutinize the entire voting process (including remote e-voting) in a fair and transparent manner.

18. Any member, who has voted by remote e-voting on the Resolutions contained in this Notice prior to the AGM may also attend the meeting but shall not be entitled to vote at the AGM.

19. Any person who is not a Member as on the cut-off date i.e. Thursday, 22nd September, 2016, shall treat this Notice for information purpose only.

20. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of Notice and holding shares as of the cut-off date i.e. Thursday, 22nd September, 2016, may obtain the Annual Report by sending a request at [email protected]

21. The Scrutinizer, immediately after the conclusion of voting at the AGM, will count the votes cast at the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the AGM, a consolidated Scrutinizer’s report of the total votes cast in favour of and against, if any, the Resolutions, to the Chairman or any other Director authorised by the Board who shall countersign the same. The Chairman or any other Director authorised by the Board will declare the result of the remote e-voting and voting at the AGM forthwith.

22. The results declared alongwith the Scrutinizer’s Report will be placed on the websites of the Company www.binanicement.in and of CDSL viz. www.evotingindia.com immediately after the result is declared. The same will also be displayed at the Notice Board of the Company at the Registered Office and the Corporate Office of the Company.

23. The equity shares of the Company are eligible for dematerialisation with both the depositories, NSDL and CSDL. ISIN of the Company is INE042H01019. The Company’s Shares however are not listed on any Stock Exchange.

By Order of the Board of DirectorsFor Binani Cement Limited


Membership No. A22974Place : Mumbai Date : 29thJuly, 2016


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ANNEXURE TO NOTICEStatement pursuant to Section 102 (1) of the Companies Act, 2013

Item no. 4

In terms of Section 149 of the Companies Act, 2013 (the Act) read with Rules 4 to 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company is required to appoint an Independent Director.

Accordingly, the Board of Directors at its meeting held on 21st April, 2016 based on the recommendation of Nomination and Remuneration Committee, appointed Dr. (Mrs.) Sangeeta Sanjeev Pandit (DIN No. 06748608) as an Additional Director of the Company. The brief profile of Dr. (Mrs.) Sangeeta Pandit is enclosed to this notice for perusal of members. In the opinion of Board, Dr. (Mrs.) Sangeeta Pandit fulfils the conditions specified in the Act and the rules made thereunder and she is independent of the management.

In terms of Section 161 of the Act read with Article 92 of the Articles of Association, Dr. (Mrs.) Sangeeta Pandit will hold office upto the date of ensuing AGM. In view of the same, it has been proposed to appoint her as Director of the Company not liable to retire by rotation. The Company has received a notice in writing under provisions of Section 160 of the Act from a Member of the Company along with requisite deposit proposing the candidature of Dr. (Mrs.) Sangeeta Pandit as an Independent Director of the Company for a term upto the conclusion of 22nd AGM to be held in the year 2018.

Brief Profile: Dr. (Mrs.) Sangeeta Pandit, aged about 58 years, is a Chartered Accountant. She was a partner in P.D. Kunte & Co. and her work included audit, consultancy and representing clients at the Income Tax office and as counsel before the Commissioner of Income Tax and Income Tax Tribunal. She is now in academics and obtained her PhD in Management. She is Head of Finance at Sydenham Institute of Management. She is visiting faculty in management institutes of repute in Mumbai like Jamnalal Bajaj Institute of Management Studies and Xavier’s Institute of Management Research and in US like University of Wisconsin and California State University. She was part of the start-up team of United World School of Management and BSE Management program. She does consultancy in business strategy and is involved in corporate training. She is actively involved with BSE Brokers’ Forum, Confederation of Indian Industries-IWN and Bombay Chartered Accountants’ Society; written articles in various academic journals and authored 2 books published by BCAS. She is also actively engaged in cancer patient counseling and financial inclusion activities. She has given declaration of independence in terms of Section 149(7) of the Companies Act, 2013.

All the relevant documents pertaining to appointment of Dr. (Mrs.) Sangeeta Pandit, will be available for inspection by the Members at the Registered Office and Corporate Office of the Company between 9.00 a.m. to 6.00 p.m. on all working day up to the date of the Annual General Meeting. The same will also be kept for inspection at the venue of the Meeting.

The Board considers that with the expertise and vast experience Dr. (Mrs.) Sangeeta Pandit possesses, her association would be beneficial to the Company and as such, recommends her appointment as as Independent Director for a term up to 22nd AGM and a such recommends resolution set out under Item No. 4 of the notice.

None of the Directors and Key Managerial Personnel of the Company nor their relatives, except Dr. (Mrs.) Sangeeta Pandit is concerned or interested (financially or otherwise) in the Resolution.

Item no. 5

In terms of Section 149 of the Companies Act, 2013 read with Rules 4 to 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company is required to appoint an Independent Director.

Accordingly, the Board of Directors at its meeting held on 21st April, 2016 based on the recommendation of Nomination and Remuneration Committee, appointed Mrs. Sudha Pravin Navandar (DIN No. 02804964) as an Additional Director of the Company. The brief profile of Mrs. Sudha Navandar is enclosed to this notice for perusal of members. In the opinion of Board, Mrs. Sudha Navandar fulfils the conditions specified in the Act and the rules made thereunder and she is independent of the management.

In terms of Section 161 of the Act read with Article 92 of the Articles of Association, Mrs. Sudha Navandar will hold office upto the date of ensuing AGM. In view of the same, it has been proposed to appoint her as Director of the Company not liable to retire by rotation. The Company has received a notice in writing under provisions of Section 160 of the Act from a Member of the Company along with requisite deposit proposing the candidature of Mrs Sudha Navandar as an Independent Director of the Company for a term upto the conclusion of 22nd AGM to be held in the year 2018.

Brief Profile: Mrs. Sudha Navandar aged about 50 years is a Practising Chartered Accountant. She is Partner with M/s. Pravin R. Navandar & Co., who has been advising the firm on Corporate Audits, Bank Audits and various taxation matters. She has given declaration of independence in terms of Section 149(7) of the Companies Act, 2013.

All the relevant documents pertaining to appointment of Mrs. Sudha Navandar, will be available for inspection by the Members at the Registered Office and Corporate Office of the Company between 9.00 a.m. to 6.00 p.m. on all working day up to the date of the Annual General Meeting. The same will also kept for inspection at the venue of the Meeting.

The Board considers that with the expertise and vast experience Mrs. Sudha Navandar, possesses, her association would be beneficial to the Company and as such, recommends her appointment as as Independent Director for a term up to 22nd AGM and a such recommends resolution set out under Item No. 5 of the notice.


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None of the Directors and Key Managerial Personnel of the Company nor their relatives, except Mrs. Sudha Navandar is concerned or interested (financially or otherwise) in the Resolution.

Item no. 6The provisions of Section 148 of the Companies Act, 2013 mandates the Company to have an audit of its Cost Records conducted by a Cost Accountant in practice. The Board therefore, on the recommendation of the Audit Committee has approved the appointment of M/s K.G. Goyal & Co, Cost Accountants (Firm Registration Number 000017) as Cost Auditors to conduct audit of the cost records of the Company for the financial year 2016-17 ending on 31st March, 2017 at a remuneration of ` 1.00 (One) Lakh plus service tax and out-of-pocket expenses.

M/s K.G. Goyal & Co, have furnished a certificate regarding their availability for appointment as Cost Auditors of the Company and they possess vast experience in the field of cost audit.

The Board recommends the proposed remuneration to M/s K.G. Goyal & Co, which is reasonable considering its stature and also commensurate with the volume of work involved. Hence the ratification of members is sought in terms of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

None of the Directors and Key Managerial Personnel of the Company nor their relatives, is concerned or interested (financially or otherwise) in the Resolution.

Item no. 7

Mr. S. Sridhar (DIN No. 00004272) was appointed as an Independent Director at 18th AGM held in the year 2014 for a term upto the conclusion of ensuing 20th AGM. Accordingly, his first term as Independent Director will come to an end upon conclusion of ensuing 20th AGM.

In view of the above, on the basis of performance evaluation and recommendation of Nomination and Remuneration Committee, it is proposed to appoint him for a second term upto the conclusion of 22nd AGM to be held in the year 2018.

Brief Profile: Mr. S. Sridhar aged about 65 years is a B. Tech from Indian Institute of Technology, Delhi and MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai. He possesses rich experience of over 40 years in Banking Industry particularly in the area of 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 an innovative, market oriented banker and strategic thinker providing transformational leadership to the organizations he has worked with. Mr. Sridhar has been a pioneer in championing the concept of affordable housing in India and contributed significantly to public policy formulation. Mr. Sridhar has served in various national level Committees and Task Forces for framing financial sector policies.

The Board of Directors at its meeting held on 29th July, 2016 evaluated the performance of Mr. S. Sridhar during his first term as Independent Director and the Board unanimously recommended the re-appointment for a second term upto the conclusion of 22nd AGM to be held in the year 2018. Mr. S. Sridhar has given declaration of independence in terms of Section 149(7) of the Act.

The brief profile of Mr. S. Sridhar is enclosed to this notice for perusal of members. In the opinion of Board, Mr. S. Sridhar fulfills the conditions specified in the Act and the rules made thereunder and he is independent of the management.

In view of the above, in terms of Section 149 of the Act read with Schedule IV thereto, the Board recommends resolution set-out under Item no. 7 of this notice as Special Resolution.

None of the Directors and Key Managerial Personnel of the Company nor their relatives, except Mr. S. Sridhar, is concerned or interested, (financially or otherwise), in the Resolution.

By Order of the Board of DirectorsFor Binani Cement Limited


Membership No. A22974Place : Mumbai Date : 29thJuly, 2016

Registered Office:37/2 Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata-700157.


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Brief Profile /Particulars of Directors seeking appointment / reappointment at the ensuing Annual General Meeting

Name of Director Mr. Braj Binani Mr. S. Sridhar Dr. (Mrs.) Sangeeta Pandit Mrs. Sudha Navandar

Date of Birth 14.12.1959 09.05.1951 29.10.1958 02.11.1966

Date of initial Appointment

01.04.2005 05.08.2012 21.04.2016 21.04.2016

Expertise in specificfunctional areas

Enterpreneurship and Management

Banking & Finance Audit and Consultancy Accountancy & Taxation

Qualifications B.Com (Honours) B.Tech IIT, Delhi & Masters from Jamnalal Bajaj Institute of Management Studies, Mumbai

C.A., Phd. in Management C.A.

Number of Equity shares held in the Company

NIL NIL NIL NIL

Directorships held in otherPublic Companies (excludingForeign Companies, PrivateCompanies and Section 25 Companies)

Binani Industries Limited

Sewa Grih Rin LimitedStrides Shasun LimitedIndia Infoline Housing Finance LimitedBinani Industries LimitedShriram Transport Finance Co. LimitedDCB Bank LimitedJubilant Life Science LimitedTourism Finance Corporation of India Limited

Zee Learn LimitedThe Indian Card Clothing LimitedEssel Finance Business Loans Limited

Goa Glass Fibre Limited

Chairman / Member of Committees of other Companies (includes only Audit Committee and Shareholders/ Investors’ grievance Committee)

NIL Audit Committee:Chairman:Strides Shasun LimitedJubilant Life Science LimitedShriram Transport Finance Co. LimitedMember:India Infoline Housing Finance LimitedBinani Industries LimitedStakeholders’ Relationship CommitteeMember:Binani Industries LimitedStrides Shasun Limited

Audit Committee:Member:Zee Learn LimitedBinani Industries LimitedStakeholders’ Relationship CommitteeMember:Binani Industries Limited

Audit Committee:Member:Goa Glass Fibre Limited


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DIRECTORS’ REPORT

Dear Members,

Your Directors present Twentieth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2016.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March, 2016 are summarized below:

(` in Lakhs)

Particulars 31st March, 2016 31st March, 2015Total Revenue (Including other income) 152,425 183,998Profit before Depreciation, Interest, Taxation and Exceptional Items 8,751 29,347Provision for Depreciation 6,807 7,471Finance Cost 36,848 35,325Profit / (Loss) before Tax & Exceptional items (34,904) (13,449)Exceptional items - (1,283)Profit/(Loss) before Tax (34,904) (14,732)Less: Tax Expenses 6,007 4,244Profit/(Loss) after Tax (28,897) (10,488)Balance of Profit brought forward from previous year 15,544 27,020Balance carried forward to Balance Sheet (after adjustments) (13,352) 15,544

2. REVIEW OF OPERATIONS

During the Financial Year under review, your Company’s Cement Production and sales stood at 4.33 million MT and 4.31 million MT respectively as compared to 4.50 million MT and 4.47 million MT respectively in the previous year. The Company’s total Income was lower at ` 152,425 Lakhs as against ` 183,998 Lakhs in the previous year. The Company took several initiatives to improve the efficiency across different functional areas. However, due to lower sales volume/ sales realisation, higher priced input and increase in logistic costs, the resultant Profit before Depreciation, Interest, Taxation and Exceptional Items was at ` 8,751 Lakhs, lower by about 70%, as compared to ` 29,347 Lakhs in the previous financial year. Furthermore, the Company is reporting a net loss of ` 28,897 Lakhs for the year under review as against the net loss of 10,488 Lakhs in the previous year.

Demand for cement is highly correlated with cyclical activities like construction and infrastructure development. The poor demand of cement continued in 2015-16 and the production was hampered on account of Cash Flow constraints owing to unwarranted measures initiated by the Rajasthan VAT Authorities, thus the Company could achieve production of 4.33 million MT as compared to 4.50 million MT in the Financial Year 2014-15; lower by about 4%.

As mentioned above the pick-up in Cement demand was not forthcoming due to deceleration of the construction and infrastructural activity in the country. Due to sluggish demand, the gross sales realisation (net of VAT/ CST & discount) of the Company has been lower to ` 4,084/ MT as compared to ` 4,373/ MT in previous financial year. A natural corollary of lower realisation was that the margins were adversely affected.

3. DIVIDEND

In view of loss, the Directors did not recommend any dividend on Preference and Equity Shares of the Company for the Financial Year ended 31st March, 2016.

4. SHARE CAPITAL

During the year under review, the Share Capital of the Company remain unchanged as on 31stMarch, 2016.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in compliance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 (“the Act”), your Directors state that:

a. in preparation of the annual financial statements for the year ended 31stMarch, 2016, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at 31st March 2016 and of the loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding


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the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. RESERVES

In view of absence of profit, no amount is proposed to be transferred to Reserves.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year under review and the date of this Report.

9. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, the Company had not given any loan and guarantee, made any investment or provided any security under section 186 of the Companies Act, 2013.

10. DEPOSIT

The Company has not accepted any deposit from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder.

11. RESTRUCTURING OF LOANS

The restructuring of the existing term loans was necessitated on account of lackluster demand, decline in realizations, increase in costs and extraneous circumstances arising on account of Rajasthan VAT.

The consortium of banks had agreed to restructure the account under Joint Lenders Forum (JLF) Mechanism. A Corrective Action Plan (CAP) was finalized by JLF and Master Restructuring Agreement was signed. However some of the consortium lenders had not sanctioned the facilities as per CAP and some of the lenders who had sanctioned facilities as per CAP did not disburse / partially disbursed the facilities as per CAP. Finally, the CAP could not be implemented in full within the time prescribed by Reserve Bank of India.

Due to non-disbursement of facilities and partial implementation of CAP, Company could not honour its debt obligation in time. Thus, some of the lenders have assigned the full value of loans and the interest due thereon to Edelweiss Asset Reconstruction Company (EARC). As on 30th June 2016 the outstanding of loans assigned to EARC is Rs. 1884.93 crores by 11 Banks and Financial Institutions.

The assignment of loans is on non-recourse basis. Pursuant to the assignment EARC has become the secured lender and all the rights, title and interests of the said Banks have vested in EARC in respect of the above financial assistances. The

Company has requested EARC to restructure the loan based on forecasted cash flow.

12. BUSINESS PERFORMANCE AND OUTLOOK

The current global economic and political environment has been a testing time for the liberal, globalized world order of this century. A report by McKinsey Global Institute says that real incomes of about two-thirds of households in 25 advances economies were either flat or fell between 2005 and 2014. Brexit was the most obvious manifestation of this juxtaposition of falling incomes and the political environment and hopefully this will not cannonball into something more than responsible nationalism.Thus, markets that were gradually recovering, have turned extremely volatile and may falter in such a scenario. Amidst this gloomy environment India stands as a haven of stability exhibiting one of the highest growth rates in the global economies. According to the World Bank update of June 2016 India’s economic growth is expected to be at 7.6 percent in 2016-2017, followed by a modest acceleration to 7.7 percent in 2017-2018 and 7.8 percent in 2018-2019.

Better than normal monsoons, (already underway) a revamped performance oriented council of ministers, benign outlook on inflation, softening of stand by the opposition parties vis-à-vis the GST bill, devolution of spending power to states, boost in private consumption on the back of large salary increases in Government sector, and deleveraging of banks and corporates, together put India in an enviable sweet spot amongst the nation states of the world.

Government spending usually has a time lag, and some of the projects announced in recent past, which will see the light of the day in the next 5 years, will be a positive deviant for the cement industry.

Government intends to spend additional 300,000 crores on roads for three projects namely LWE affected areas, SARDP-NE and the Bhartmala project, in addition, to the work already underway for National Highways.

The Smart City project for 100 cities envisage spend of 48,000 crores by the Central Government and an equivalent contribution from the States/Union Territories, thus, making nearly 100,000 crore available for smart city development.

Housing Construction sector had been witnessing a slower growth rate in the past few years. To give an impetus to housing demand the Government passed an important legislation, namely, the Real Estate Regulation and Development Act 2016. Additionally, FDI policy was amended for the sector, RBI and NHB reduced risk weightage of individual housing loans, loan to value ratio was increased for small loans and Government announced 6 crores houses by 2022 under Housing for All scheme.Thus, a revival of Cement demand is a certainty.

The industry has a capacity of approximately 400 million tons per annum and capacity utilization of around 70%. The number of players in industry are around 500, however, top 20 players control 70% of the production. Fragmented industry coupled with mismatch between demand and supply has resulted in consolidation with some of the weaker players being acquired.


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Over the past three years 47 million tonnes of capacity has changed hands at an enterprise value of more than 36,000 crores. We feel that strong brands like “Binani” with impeccable quality serving niche markets will be affected positively by this consolidation.

An interesting fact of the recent consolidation in the industry was that Global cement giants, Chinese state owned companies and Private Equity funds were all in the fray for the assets on block. This implies that margins may remain under pressure for some time to come as the incoming players with strong balance sheets may try and garner market share. Furthermore, though GST will give an impetus to the country’s ecosystem as a whole, per-se for the cement industry, the benefits will only accrue if costs for cess/royalty on limestone and electricity duty are eligible for input tax credit. Thus, margin expansion for our company will be on back of determined, diligent and continuous incremental improvisations in operational eking out efficiencies.

13. SUBSIDIARY COMPANIES13.1 Report on Subsidiary Companies In terms of the proviso to sub section (3) of section 129 of

the Companies Act, 2013(the “Act”), the salient features of the financial statements of subsidiaries are provided in the prescribed form AOC-1, which is Annexed to the financial statements and forms part of this Annual Report. Further, there were no material changes in the nature of business of the subsidiaries.

The financial statements in respect of the subsidiaries will be kept open for inspection by the Members at the Registered Office of the Company till the ensuing Annual General Meeting. Members, interested in obtaining a copy of the audited annual financial statements of the subsidiary companies may write to the Company Secretary, who shall provide a copy of the same upon receipt of such request.

13.2 Performance of Subsidiaries/Associate Overseas Operating Subsidiaries: Binani Cement Factory LLC Company is doing more or less similar to last year in

terms of production and sales volume, despite the severe negative oil price impact on local and regional construction market. Not much progress could be made on Fujairah project due to settlers’ issue and paucity of funds. Going ahead next 2 quarters will be very challenging before any positive upswing can be seen.

Shandong Binani Rong’An Cement Company Limited (SBRCC)

Plant was not operational almost for full quarter (Jan-Mar) due to government regulations on environment. Even though now back to full operations, estimated losses for full year operations will be substantial but expected to be lower than last year.

Binani Cement Tanzania Limited No major activity has been carried out in the first half.

Due to change in government fresh review is being

done for business environment, business prospects and continuation of presence.

BC Tradelink Limited The legal formalities for closure of BC Tradelink are

underway and we hope to achieve the same in the near future.

PT Anggana Energy Resources The Company has performed well till June 2016 and

expects to achieve a turnover an approximate value that is twice of last year by end of this year. The company expects to make profits for this year, unless there is any major devaluation of Indonesia Rupiah, as most of its service contracts are in US$. The company also has restructured and cleared substantial parts of its debts with its holding Company.

Overseas Investment Subsidiaries: Krishna Holdings Pte Limited, a subsidiary in Singapore,

earned a profit of USD 0.54 Million (equivalent to ` 351.73 lakhs). Bhumi Resources (Singapore) Pte. Limited, another subsidiary in Singapore incurred a loss of USD 0.01 Million (equivalent to ` 3.83 lakhs) for the year under review. Mukundan Holdings Limited and Murari Holdings Limited, Special Purpose Vehicles, incorporated in British Virgin Islands (BVI) incurred loss of USD 1.37 Million (equivalent to ` 898.58 lakhs) and USD 0.60 Million (equivalent to ` 394.53 lakhs) respectively for the year under review.

Indian Subsidiaries: Binani Energy Private Limited, Binani Ready Mix Concrete

Limited, Swiss Merchandise Infrastructure Limited & Merit Plaza Limited did not take up any business during the year under review. These Subsidiaries reported marginal loss which were mainly on account of routine administrative expenses.

Associate: Binani Aspire LLC Binani Aspire LLC is a joint venture company and was

created to expand the Middle Eastern footprint. However, a rejig made us realise that we will be able to serve the markets better from a single location i.e. BCFLLC Dubai. As a result the JV will be closed down in the coming year.

13.3 Contribution of subsidiaries to the overall performance of the Company

Our operating subsidiaries were not profitable as at 31st March, 2016. However, operations are improving and we expect a turnaround in the coming year.

Moreover, since the cement industry is cyclical in nature, our subsidiaries, based overseas will help us to diversify risk and even out earnings in the long run.

14. SCHEME FOR TRANSFER OF POWER UNDERTAKING The Hon’ble High Court of Calcutta has recalled its earlier

order and permitted to withdraw the Scheme of Arrangement for hive-off of the Company’s Power Undertaking to wholly owned subsidiary namely Binani Energy Private Limited vide its order dated 16th October, 2015.


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15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

15.1 Directors

During the year under review, the Board of Directors has appointed Mrs. Jayantika Dave as an Additional Director designated as “Independent Director” of the Company with effect from 27thJuly, 2015, in terms of provision of Section 161 of the Companies Act, 2013 (“the Act”). At the 19th Annual General Meeting, the Members had appointed Mrs. Jayantika Dave for a term of upto the conclusion of 21st Annual General Meeting. However Mrs. Jayantika Dave has resigned from the Directorship of the Company due to personal reasons on 20th March, 2016. The Board places on record its appreciation for valuable contribution made by Mrs. Dave during her tenure as director with the Company.

The Board of Directors has appointed Dr. (Mrs). Sangeeta Pandit as an Additional Director designated as “Independent Director” of the Company with effect from 21st April, 2016, in terms of provision of Section 161 of the Act.

Mrs. Pandit shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice alongwith requisite deposit from a Member signifying its intention to propose the candidature of Mrs. Pandit as an Independent Director. Your Directors recommend appointment of Dr. (Mrs.) Sangeeta Pandit for a term of upto the conclusion of 22nd Annual General Meeting.

The Board of Directors has also appointed Mrs. Sudha Pravin Navandar as an Additional Director designated as “Independent Director” of the Company with effect from 21st April, 2016, in terms of provision of Section 161 of the Companies Act, 2013.

Mrs. Navandar shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice alongwith requisite deposit from a Member signifying its intention to propose the candidature of Mrs. Navandar as an Independent Director. Your Directors recommend appointment of Mrs. Sudha Navandar for a term of upto the conclusion of 22nd Annual General Meeting.

The Members, at their 18th Annual General Meeting, had appointed Mr. S. Sridhar, as an Independent Director for a term upto the conclusion of 20th Annual General Meeting. Accordingly, Mr. S. Sridhar holds the office of Director upto the conclusion of the ensuing Annual General Meeting. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the re-appointment of Mr. S. Sridhar, as an Independent Director of the Company, for a term up to the conclusion of the 22nd

Annual General Meeting of the Company and not liable to retire by rotation is being placed before the Members in the ensuing General Meeting for their approval.

Mr. S Sridhar, Dr. (Mrs.) Sangeeta Pandit and Mrs. Sudha Navandar, Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

Mr. Braj Binani, Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the calendar year 2015, the meeting of Independent Directors took place on 19th December, 2015 and feedback of the said meeting was shared with the Chairman.

The Board recommends the aforesaid appointments / re-appointment of the Directors. Brief profile of the Directors proposed to be appointed / re-appointed are annexed to the Notice convening ensuing Annual General Meeting.

15.2 Key Managerial Personnel The details of Key Managerial Personnel pursuant to the

provisions of Section 203 of the Act are as follows:

Sr. No.

Name Designation With effect from

Upto

1. Mr. Jotirmoy Ghose

Managing Director

30th October, 2013

-

2. Mr. K. K. Jain Chief Financial Officer

30th May, 2014 30th April, 2015

3. Mr. V. Srikrishnan

Chief Financial officer

8th June, 2015 11th July, 2015

4. Mr. Amit Kumar Gupta

Company Secretary

5th June, 2014 31st March, 2016

5. Mr. Devendra Mehta

Chief Financial Officer

2nd May, 2016 -

6. Mrs. Vaishali Vyas

Company Secretary

29th July, 2016 -

16. BOARD MEETINGS The Board meets at regular intervals, inter alia to review,

discuss and decide on Company’s strategic move, quarterly/annual financial performance and other policy matters. The Agenda for the meetings of the Board together with the appropriate supporting documents are circulated well in advance of the meeting to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2016, six Board meetings were held on 22nd April, 2015, 11thMay, 2015, 30th May, 2015, 27th July, 2015, 24th October, 2015 and 21st January, 2016. The interval between any two meetings was well within the maximum prescribed time gap of 120 days. Attendance of the Directors at the meetings was as under:

Directors Number of meetings attendedMr. Braj Binani 5Mr. Jotirmoy Ghose 6Mr. S. Sridhar 5Mr. V. Subramanian 6Mrs. Jayantika Dave* 2

* Appointed w.e.f. 27th July, 2015 and resigned on 20th March, 2016.


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17. BOARD COMMITTEES

17.1 Audit Committee

As on 31st March, 2016, the Audit Committee comprised of 2 (two) Directors as under:

a) Mr. S. Sridhar – Chairmanb) Mr. V. Subramanian – Member

The Board at its meeting held on 27th July, 2016 has inducted Mrs. Jayantika Dave, Independent Director as a Member of Audit Committee. She ceased to be the Member of Audit Committee w.e.f. 20th March, 2016 consequent upon her resignation.

The Board at its meeting held on 21st April, 2016 has inducted Mr. Jotirmoy Ghose, Managing Director, Dr. (Mrs.) Sangeeta Pandit and Mrs. Sudha Navandar, Independent Directors as Members of the Audit Committee.

The Company Secretary acts as the Secretary to the Committee. The Statutory Auditors and Internal Auditors are invited to attend the meetings. All recommendations of Audit Committee were accepted by the Board.

The Audit Committee acts in accordance with the terms of reference specified by the Board which inter alia include matters related to auditor’s appointment, audit process, review of financial statements including auditors’ report, approval of related party transaction, scrutiny of inter corporate loans and investments, evaluation of internal control system, risk management systems, overseeing financial reporting process and disclosure of the financial information etc.

During the financial year ended 31st March, 2016, four meetings of the Committee were held on 29th May, 2015, 27th July, 2015, 24th October, 2015 and 20th January, 2016 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. Jotirmoy Ghose* 2Mr. S. Sridhar 3Mr. V. Subramanian** 4Mrs. Jayantika Dave*** 1

*Ceased to be a Member w.e.f. 27thJuly, 2015, and inducted as a Member w.e.f. 21st April, 2016

**Ceased to be a Member w.e.f. 21st April, 2016 ***Inducted as a Member w.e.f 27th July, 2015 and ceased

to be a Member w.e.f 20th March, 201617.2 Stakeholders Relationship Committee As on 31stMarch, 2016, the Stakeholders Relationship

Committee comprised of 2 (two) Directors as under:

a) Mr. V. Subramanian - Chairmanb) Mr. Jotirmoy Ghose - Member

The Board at its meeting held on 27th July, 2015 has inducted Mrs. Jayantika Dave, Independent Director as a Member of Stakeholder Relationship Committee. She ceased to be the Member w.e.f. 20th March, 2016 of the said Committee consequent upon her resignation.

The Board at its meeting held on 21st April, 2016 has inducted Dr. (Mrs.) Sangeeta Pandit, Independent Director as Chairperson and Mrs. Sudha Navandar, Independent Director as a Member of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee acts in accordance with the terms of reference specified by the Board which inter alia include matters related to transfer of shares, issue of duplicate share certificates and redressal of investors grievances etc.

During the financial year ended 31st March, 2016, three meetings of the Committee were held on 29th June, 2015, 27th July, 2015 and 20th January, 2016 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. Jotirmoy Ghose 3Mr. V. Subramanian* 3Mrs. Jayantika Dave** 1

· *Ceased to be a Member w.e.f. 21st April, 2016

** Inducted as a Member w.e.f 27th July, 2015 and ceased to be a Member w.e.f 20th March, 2016

17.3 Nomination and Remuneration Committee

As on 31st March, 2016, the Nomination and Remuneration Committee comprised of 2 (two) Directors as under:

a) Mr. S. Sridhar – Chairmanb) Mr. V. Subramanian – Member

The Board at its meeting held on 27th July, 2015 had inducted Mrs. Jayantika Dave, Independent Director as a Chairperson of Nomination and Remuneration Committee. She ceased to be the Member of the said Committee w.e.f. 20th March, 2016, consequent upon her resignation.

The Board at its meeting held on 21st April, 2016 has inducted Mr. S. Sridhar as Chairman, Dr. (Mrs.) Sangeeta Pandit and Mrs. Sudha Navandar, Independent Directors as Members of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board which inter alia include matters related to appointment of Directors/Key Managerial Personnel/Senior Management Personnel and their remuneration, evaluation of Board etc.

During the financial year ended 31st March, 2016, three meetings of the Committee were held on 29th May, 2015, 27th July, 2015 and 20th January, 2016 and attendance of Members at the meetings was as under:


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Committee Member Number of meetings attendedMr. S. Sridhar 2Mr. V. Subramanian* 3Mrs. Jayantika Dave** 1

* Ceased to be a Member w.e.f. 21st April, 2016

** Inducted as a Chairperson w.e.f 27th July, 2015 and ceased to be a Chairperson w.e.f 20th March, 2016

17.4 Corporate Social Responsibility Committee

As on 31st March, 2016, the Corporate Social Responsibility Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar – Chairmanb) Mr. V. Subramanian – Memberc) Mr. Jotirmoy Ghose – Member

The Board at its meeting held on 21st April, 2016 has inducted Dr. (Mrs.) Sangeeta Pandit Independent Director as a Member of the Corporate Social Responsibility Committee.

The Committee looks after activities relating to Corporate Social Responsibility of the Company.

During the financial year ended 31st March, 2016, two meetings of the Committee were held on 11th May, 2015 and 24th October, 2015 attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar 2Mr. V. Subramanian* 2Mr. Jotirmoy Ghose 2

* Ceased to be a Member w.e.f. 21st April, 2016 17.5 Finance Committee

As on 31st March, 2016, the Finance Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar - Chairman b) Mr. V Subramanian - Member c) Mr. Jotirmoy Ghose - Member

The Board at its meeting held on 21st April, 2016 has inducted Dr. (Mrs.) Sangeeta Pandit, and Mrs. Sudha Navandar, Independent Directors as a Members of the Finance Committee

The Finance Committee acts in accordance with the terms of reference specified by the Board which inter alia include powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, issuance of Corporate Guarantees, borrow money by way of loan for refinancing existing debt, capital expenditure including working capital requirements within limits approved by Board and to deal in matters related thereto.

During the financial year ended 31st March, 2016, two meetings of the Committee were held on 30th September, 2015 and 17th March, 2016 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar 1Mr. V. Subramanian* 2Mr. Jotirmoy Ghose 1

* Ceased to be a Member w.e.f. 21st April, 2016.

18. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, an

annual performance evaluation of Board, its Committees and individual Directors was carried out without the participation of the Director being evaluated based on a structured criteria adopted by the Board as per the recommendation of the Nomination and Remuneration Committee. While formulating the criteria various aspects were considered such as manner of conduct of meetings, level of participation by the Directors, disclosures, discharge of duties and obligations by the Directors, openness in deliberation and governance etc.

19. NOMINATION AND REMUNERATION POLICY In terms of the provisions of Section 178(3) of the Act, the

Board of Directors has adopted a Policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The said policy is annexed to this Report as Annexure-A.

The information about the remuneration paid to the Directors and KMPs are provided in the prescribed form MGT-9 and forms part of this Report.

20. RELATED PARTY TRANSACTIONS The related party transactions entered into by the Company

during the year under review, were on arm’s length basis and in the ordinary course of business or pursuant to the arrangements/Contracts entered into by the Company prior to the Act coming into effect i.e. 1st April, 2014.

All related party transactions are placed before the Audit Committee meeting for their review on a quarterly basis. Disclosure of related party transactions referred to in Section 188(1) in the prescribed Form AOC-2 is given as Annexure-B and forms part of this Report.

21. AUDITORS Pursuant to the provision of Section 139 of the Companies Act,

2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. MZSK & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105047W) were appointed as Statutory Auditors of the Company for a term of five years, to hold the office from the conclusion of 19th Annual General Meeting, until the conclusion of 24th Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.

A certificate from the above said Statutory Auditors has been received to the effect that their appointment as Statutory Auditors of the Company, if ratified by the Members at the ensuing Annual General Meeting, would be in accordance with the terms and conditions prescribed under Section 139 read with Section 141 of the Act and Rules made thereunder.


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A resolution seeking ratification of their appointment forms part of the Notice convening the 20th Annual General Meeting and the same is recommended for your consideration and approval.

22. AUDITORS’ OBSERVATIONS

The Auditors in their Report, have made observations under the head “Emphasis of Matters” with respect to a) Order of Sales Tax Department imposing interest of ` 35,099.24 Lacs; b) Outstanding Corporate Guarantees aggregating to ` 2,41,407.86 Lacs issued by the Company to the Banks and Financial Institutions on behalf of its subsidiaries, step down subsidiaries and to Holding Company and its subsidiaries, step down subsidiaries; c) Inter-Corporate Deposit given to Holding Company of ` 1,26,972.21 Lacs on which interest has been waived w.e.f. 1st April, 2015; d) the Company has not made provision of ` 5,843 Lacs towards non fulfillment of Renewable Power Obligation (RPO); e) the Company’s lenders have assigned the loans to Edelweiss Asset Reconstruction Company (EARC) and no interest on term loans have been provided f) the Company has invested ` 80,704.09 lacs in its two subsidiaries net worth of which is partly eroded.

Your directors wish to state as follows:a. The Company has filed writ petition/waiver application in

the Hon’ble High Court/with the concerned authorities. The Company has paid ` 3,077.93 Lakhs under protest and is confident of getting waiver for interest, based on judicial pronouncements on similar matters, and hence provision of interest is not required.

b. The outstanding Corporate Guarantees are not expected to result into any material financial liability to the Company.

c. The said loan will be repaid by the Holding Company through sale proceeds received by divesting investment in equity shares of the Company. The Company has received appropriate opinion to ensure that waiver of interest is in compliance with the Statutory Regulations.

d. The Company has not made provision since no demand has been raised as on 31st March, 2016.

e. The Company has approached the lenders for restructuring of its loans and as at balance sheet date terms, conditions and interest rate has not been finalised.

f. The Company is of view that the subsidiaries will make profit in near future and erosion of net worth is of temporary nature hence provision for diminution in the value of investment is not required.

23. COST AUDITORS

Your Directors have appointed M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration No. 000017), to conduct Audits of the Company’s Cost records for the year ending 31st March, 2017. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to consider the ratification of the remuneration payable to M/s. K. G. Goyal & Co.

The Company had filed the Cost Audit Report for the financial year 2014-15 with the Ministry of Corporate Affairs on 24th September, 2015.

24. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Aabid & Co., Company Secretaries (C.P.No-6625) to carry out Secretarial Audit in the Company for the Financial Year 2015-16. The Secretarial Audit Report is annexed to this Report as Annexure-C.

The Auditors have emphasized on the matter relating to non appointment of Chief Financial Officer (KMP) in terms of provisions of Section 203(4) of the Companies Act, 2013. The Board wishes to state that at its meeting held on 21st January, 2016, it has appointed Mr. Devendra Mehta as the Chief Financial Officer (CFO) of the Company who has joined the Company w.e.f. 2nd May, 2016.

The Auditors have also emphasized on the matter of Inter Corporate Deposits (ICD) given to Binani Industries Limited (BIL), the Holding Company and that the Company has decided not to charge interest on ICD w.e.f. 1st April, 2015. The Board wishes to state that the Company has obtained a legal opinion from a renowned firm of Advocates and Solicitors who has opined that the ICD’s placed neither qualify as loans nor as deposits within the meaning of the Companies Act, 2013 or the Rules notified there under.

25. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Section 205C of the Companies Act, 1956, the Company has transferred a sum of ` 313,948 lying as unclaimed dividend pertaining to financial year ended 31stMarch, 2008, to Investor Education and Protection Fund (IEPF) established by the Central Government.

26. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provision of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism (Whistle Blower Policy) to facilitate its Employees and Directors to voice their concerns or observations without fear, the instance of any unethical or unacceptable business practice or event of misconduct/ unethical behaviors, actual or suspected fraud and violation of Company’s Code of Conduct etc. The Policy provides for adequate safeguards against victimization of persons who use such mechanism and also have the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy is placed on the website of the Company at www.binanicement.in. During the year under review, the Company did not receive any complaints.

27. SEXUAL HARASSMENT POLICY

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

During the year under review, no complaints were filed by anyone on sexual harassment.


16

28. CODE OF CONDUCT

The Board of Directors had earlier adopted a “Code of Conduct for the Board of Directors and Senior Management Personnel” of the Company. The said Code of conduct is available on the Company’s website www.binanicement.in. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Managing Director of the Company has given declaration to the Board affirming the compliance of the Code by the Members of the Board and Senior Management Personnel for the year ended on 31stMarch, 2016.

29. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Company, as a part of its initiative under the “Corporate Social Responsibility” drive, has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the area of preventive health care, making available safe drinking water, promoting education, ensuring environmental sustainability etc. The CSR policy of the Company can be accessed on the Company’s weblink http://www.binanicement.in/investor-relations.

The report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out as Annexure-D and forms part of this Report. The Members may note that the average net profit of the Company for the last three financial years stood negative and therefore, the prescribed CSR expenditure i.e., 2% of average net profit for the last three years was not applicable to the Company during the year under review.

The Members may however note that during the FY 2015-16, the Company had tried spending the unspent amount of ` 36.35 Lakhs out of its prescribed CSR expenditure for the FY 2014-15. The Board of Directors wish to state that despite its endeavor to spend the said amount of ` 36.35 Lakhs on specified CSR activities, the Company could spend only ` 18.60 Lakhs as identified projects, requiring such expenditure, could not be implemented to its full extent due to unavoidable circumstances.

30. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is provided as Annexure-E and forms part of this Report.

31. RISK MANAGEMENT

The Company had identified certain risk areas with regard to the operations of the Company. The Internal Auditors review the steps taken for risk mitigation/minimisation, wherever possible and the status of the same is reviewed by the Audit Committee periodically. The Company’s Board is conscious of the need to periodically review the risks mitigation process.

32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures commensurate with its size and nature of business. The objective of such system and procedures is to ensure efficient use and protection of Company’s resources,

accuracy in financial reporting and due compliances of statutes and corporate policies. The policies and procedures adopted by the Company facilitate the orderly and efficient conduct of its business and adherence to the Company’s policies, prevention and detection of frauds and errors, accuracy and completeness of records and the timely preparation of reliable financial information.

Internal Audit is conducted periodically across all locations by an independent firm of Chartered Accountants who verify and report on effectiveness of internal control. The Company monitors and controls all operating parameters on an ongoing basis. The Audit Committee reviews the adequacy and effectiveness of internal control systems and provide guidance for further strengthening them, from time to time.

33 OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same are either not applicable to the Company or relevant transactions / event have not taken place during the year under review:

a. Issue of Equity shares with differential rights as to dividend, voting or otherwise

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. The Managing Director of the Company has received remuneration of ` 172.48 Lakhs for the period from 1st August 2015 to 31st March, 2016 from its subsidiary.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo are given in Annexure-F which forms part of this Report.

35. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013, read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-G forming part of this Report.

36. RECOGNITION AND AWARDS

During the year under review the Company was honoured by the National Council of Cement and Building Materials, New Delhi to receive the following awards:

l Best Quality Excellence 2014-15

l Second Best Environmental Excellence in Limestone Mines 2014-15

l Second Best Environmental Excellence in Plant Operation 2014-15

l Best Environmental Excellence in Plant operation 2013-14


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l Second Best Environmental Excellence in Limestone Mines 2013-14

l Second Best Quality Excellence 2013-14

37. SAFETY, HEALTH & WORK ENVIRONMENT

The Company always believes in providing conducive work environment with utmost attention and care on safety and health of employees and all other workers operating at the plants. There were no major accidents reported during the Financial Year 2015–16. The Company conducts training & counseling sessions for its workers/ employees on safe manufacturing practices on regular basis.

Training of employees for safety and growth continue to be the Company’s top priority at all levels. The Management has incorporated safety as one of the Key Result Areas for each and every employee.

38. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who are having potential for taking higher responsibilities.

The Company had 711 permanent employees on its rolls as on 31stMarch, 2016. The employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels in the organization.

39. APPRECIATION

Your Directors wish to record their appreciation for the continued assistance and co-operation extended to the Company by the Government agencies, Edelweiss Asset Reconstruction Company, Banks, Financial Institutions, Dealers, Customers and to all other Stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors of Binani Cement Limited

Braj BinaniChairman

Place : Mumbai

Date : 29thJuly, 2016

Statements in the Directors Report describing the Company’s objectives, projections, expectations and estimates regarding future performance may be “forward looking statements” within the meaning of applicable laws and regulations and are based on currently available information. The management believes these to be true to the best of its knowledge at the time of preparation of this report. However, these statements are contingent upon future events and uncertainties which inter alia include input availability and prices, demand and pricing of finished products in the Company’s principal markets, changes in Government regulations, tax laws, economic developments within the country and other incidental factors, that could cause actual results to differ materially from those as may be indicated by such statement.


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ANNEXURE – ANOMINATION AND REMUNERATION POLICY

1. BACKGROUND The Board of Directors (“the Board”) of Binani Cement

Limited (“the Company”) had constituted the Nomination and Remuneration Committee (“the Committee”) in terms of the provisions of Section 178 of the Companies Act, 2013 (“the Act”). Pursuant to the said Section, the Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

2. OBJECTIVES The primary objective of the Policy is to provide a framework

and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and Officials in the cadre of the Senior Management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

The Key Objectives of the Committee would be:

2.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

2.2 To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation by the Board;

2.3 To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel;

2.4 To determine remuneration commensurate with the Company’s size and financial position and trends with respect to the adopted by the peers in the industry;

2.5 To formulate a Policy which will ensure long term sustainability and retention of talented managerial personnel.

2.6 To develop a succession plan for the Board and to regularly review thereof.

3. DEFINITIONS3.1 “Act” means the Companies Act, 2013 and Rules framed

thereunder, as amended from time to time.

3.2 “Board” means Board of Directors of the Company.

3.3 “Directors” mean Directors of the Company.

3.4 Key Managerial Personnel (‘KMP’)means

3.4.1 Chief Executive Officer or the Managing Director or the Manager or in their absence a Whole time Director;

3.4.2 Company Secretary;

3.4.3 Chief Financial Officer; and

3.4.4 Such other officer as may be prescribed under the Act.

3.5 “Senior Management Personnel” (“SMP”) means personnel of the Company who are members of Company’s core management team . This would also include all members of management one level below the Executive Directors including all functional heads.

4. ROLE OF COMMITTEE4.1 Terms of Reference

4.1.1 To identify persons who are competent to become Directors and who may be appointed as Key Managerial Personnel and Senior Management Personnel in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

4.1.2 To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board the policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

4.1.3 To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance;

4.1.4 To formulate criteria for evaluation of Independent Directors and the Board;

4.1.5 To carry out evaluation of every Director’s performance.

4.1.6 To carry out any other function, as may be mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

5. COMPOSITION AND FUNCTIONING OF THE COMMITTEE5.1 Composition

5.1.1 The Committee shall be comprised of a minimum of three Non-Executive Directors, majority of them being Independent Directors.

5.1.2 Any two members of the Committee shall constitute a quorum for the Committee meetings.

5.1.3 Term of the Committee shall be continued unless terminated by the Board of Directors

5.2 Chairperson of the Committee5.2.1 Chairperson of the Committee shall be an

Independent Director.

5.2.2 Chairperson of the Company may be appointed as a Member of the Committee but shall not be a Chairman of the Committee.

5.2.3 In the absence of the Chairperson, the Members of the Committee present at the meeting, shall choose one amongst them to act as Chairperson.

5.3 Frequency of Meetings:5.3.1 The meeting of the Committee shall be held at such

regular intervals, as may be considered necessary.


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5.3.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

5.4 Secretary The Company secretary of the Company shall act as

Secretary of the Committee.5.5 Voting

5.5.1 Matters arising at Committee meetings, shall be decided by a majority of votes of Members present and any such decision shall for all purposes be deemed a decision of the Committee.

5.5.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

5.6 Interested Committee Member not to participate in the meeting.

A Member of the Committee is not entitled to be present when his/her remuneration is discussed at such meeting or when his/her performance is being evaluated.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SMP6.1 Appointment criteria and qualifications

6.1.1 The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or SMP and recommend to the Board his/her appointment.

6.1.2 A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

6.1.3 The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

6.1.4 Appointment of Independent Directors shall be subject compliance of provisions of section 149 of the Companies Act, 2013, read with schedule IV and Rules made thereunder

6.2 Term /Tenure6.2.1 Managing Director / Whole-time Director: The Company shall appoint or re-appoint any person

as its Managing Director or Executive Director for a term not exceeding five years at a time . No re-appointment shall be made earlier than one year before the expiry of term.

6.2.2 Independent Director An Independent Director shall hold officer for a term

up to five consecutive years on the Board of the Company and will be eligible for re-appointment on the Company passing of a Special Resolution by the

Company and disclosure of such appointment in the Board’s Report to the Shareholders.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

6.3 Evaluation The Committee shall carry out evaluation of performance

of every Director, KMP and SMP on yearly basis or at such frequent intervals, as its Members may decide.

6.4 Removal In case any Director or KMP incurs any disqualification

as provided under the Act or Rules made thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of such Director or KMP subject however, to the provisions and compliance of the said Act, rules and regulations.

6.5 Retirement The Director, KMP and Senior Management Personnel

shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. As per the current Policy, while the Independent Directors shall be liable to retire on completion of 75 years of age, a KMP or SMP (excluding the Directors) shall be liable to retire upon completion of 60 years of age. The Board if it considers to be in the Company’s interest, shall have the discretion to retain, an Independent Director, KMP and SMP even after attaining the retirement age

7 POLICY RELATING TO THE REMUNERATION FOR DIRECTORS, KMP AND SMP.7.1 Remuneration to the Managing Director, Whole-time

Director, KMP and SMP:7.1.1 Fixed pay: The Managing Director, Whole-time Directors,

KMPs and SMPs shall be eligible for a monthly remuneration, as may be approved by the Board on the recommendation of the Committee. The remuneration shall include salary, allowances, perquisites and Company’s contribution to Provident Fund, as the case may be, in accordance with Company’s Policy as amended from time to time and in case of Managing Director and Whole-time Director as approved by the Shareholders and Central Government, wherever required.

7.1.2 Minimum Remuneration: If, in any financial year, the Company has no profits

or its profits are inadequate, the Company shall pay remuneration as determined above, to its Managing Director/ Whole-time Director subject to the approval of the Central Government, wherever necessary.


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7.1.3 Provisions for excess remuneration: If any Managing / Whole-time Director draws or

receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold the same in trust for the Company.

7.2 Remuneration to Non-Executive/ Independent Director.7.2.1 Remuneration: Non-Executive / Independent Directors shall not be

entitled to any remuneration.

7.2.2 Sitting Fees: The Non-Executive / Independent Directors will be

paid Sitting Fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

7.3 General7.3.1 The remuneration to the KMPs and SMPs will be

determined by the Committee and recommended to the Board for approval. The remuneration shall be subject to the approval of the Shareholders of the Company and Central Government, wherever required.

7.3.2 Upon evaluation of the performance, Annual Increments in the remuneration may be recommended by the Committee to the Board which shall be within the limits approved by the Shareholders, wherever applicable.

7.3.3 Where any insurance is taken by the Company for its Directors, KMPs and SMPs for protecting them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to such persons. Provided that if such person is provided to be guilty, the premium paidon such insurance shall be treated as part of the remuneration.


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ANNEXURE - BFORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)Particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

Details of modifications to contracts or arrangements or transactions being modifications not at arm’s length basis: The details of the contracts or arrangements or transactions which were earlier on arms length but varied to suit business requirements is as follows:-

Name(s) of the related party Binani Industries Limited (BIL)Nature of relationship Holding CompanyNature of contracts/ arrangements/ transactions

a. Availing of Management support services b. Availing of Sub-licensing of Intellectual Property Rights such as Brand, Logo & Trade Mark etc

Duration of the contracts / arrangements/ transactions

a. For Management Support Services continuing in nature.b. For Sub-licensing of Intellectual Property Rights – upto 31st March, 2021

Salient terms of the contracts or arrangements or transactions including the value, if any

The aforesaid contracts were entered into prior to the implementation of Section 188 of the Companies Act, 2013 at arm’s length basis, with following terms: a. For Management Support services, BIL was charging 97% of allocable expenses plus 10% Mark up

over and above the cost of manpower plus administrative services b. For Sub-licensing - BIL was charging 3% of the Net Sales as Royalty. However, to support the

growth and financial restructuring, BIL varied the terms not to charge any fees to the Company under both the contracts.

Justification for Variation done in contract during the year

Liquidity constraints in the Company. Hence discontinued charging under both the contracts w.e.f. December 13, 2014 till March 31, 2016 or such other date as may be mutually agreed to

Date(s) of approval by the Board 30th January, 2015Amount paid as advances, if any NilDate on which the special resolution was passed in general meeting as required under first proviso to Section 188

Not Applicable

2. Details of material contracts or arrangements or transactions at Arm’s length basis.

Name (s) of the related party & nature of relationship Dhaneshwar Solution [a division of Binani Industries Limited]. BIL is a related party in terms of clause (viii) of sub-section 76 of Section 2 of the Companies Act, 2013.

Nature of contracts/arrangements/transaction Availing of Transportation and other Logistic services Duration of the contracts/arrangements/transaction 1st April, 2015 to 31st March, 2016Salient terms of the contracts or arrangements or transaction including the value, if any

Availing of transportation and logistic solutions on day to day basis at the Company’s manufacturing plants. The value of transaction for financial year 2015-16 was ` 21,531 Lakhs.

Date of approval by the Board The services are availed in accordance with generally accepted commercial practices.

Amount paid as advances, if any Nil

For and on behalf of Board of Directorsof Binani Cement Limited

Braj BinaniChairman

Place : Mumbai Date : 29th July, 2016


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ANNEXURE -CSECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Binani Cement LimitedWe have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Binani Cement Limited (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate Conducts/Statutory Compliances and expressing opinion thereon.Based on our verifications of the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company as specified in Annexure-I and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2016 complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the Books, Papers, and Minute Books, Forms and Returns filed and other records maintained by Binani Cement Limited, for the Financial Year ended on 31st March, 2016 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the Rules made there

under,(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and

the Rules made there under are not applicable to the company as it is an Unlisted Company.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under is not applicable to the company as it is an Unlisted Company.

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under is applicable to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and as applicable to the Company:-a) The Securities and Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) The other Laws applicable specifically to the industry to which the Company belongs and as identified by the management: a) Cement Cess Rules, 1993; b) Cement (Quality Control) Order, 1995; c) Environmental (Protection) Act, 1986 Read with

Environmental Protection Rules, 1986;

d) The Hazardous Wastes (Managements Handling and Transboundary Movement) Rules, 2008;

e) The Water (Prevention & Control of Pollution) Act, 1974 read with Water (Prevention & Control of Pollution) Rules, 1975;

f) Water (Prevention and Control of Pollution) Cess Act, 1977;

g) The Air (Prevention & Control of Pollution) Act, 1981 Read with the Air ( Prevention and control of pollution) Rule, 1982;

h) Mines Act, 1952 and Rules issued thereunder.We have also examined Compliance with the applicable clauses of

the following:(i) Secretarial Standards issued by the Institute of Company

Secretaries of India (effective July, 2015).(ii) The Company is not listed on any of the Stock Exchanges,

accordingly the Listing Agreement/ Regulation requirements are not applicable to the Company.

Management Responsibility:1. Maintenance of secretarial records is the responsibility of the

management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc;

4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Matters of Emphasis During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:i) As per provisions Section 203 (4) of the Companies Act, 2013

read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. V. Srikrishnan, has resigned as CFO of the Company effective 11th July, 2015. The


23

Board has approved appointment of Mr. Devendra Mehta as Chief Financial Officer (CFO) in its Board meeting held on 21st January 2016 with the effective date of joining from 2nd May 2016.

ii) The Company has given Inter Corporate Deposits (ICD) to Binani Industries Limited, holding Company (BIL). The Company has decided not to charge interest on such ICDs with effect from 1st April, 2015. The Company has relied upon a Legal opinion from a renowned firm of Advocate and Solicitors who has opined that the ICDs placed neither qualify as “loans” nor as “deposits” within the meaning of the Companies Act, 2013 or the Rules notified there under.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors, except as stated above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notices are given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda at least seven days in advance and a system exist for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.We further report that during the audit period the Company has given all the details of specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc. referred to above

For Aabid & Co

(Mohammad Aabid) Partner

FCS NO.:6579, C.P.No.: 6625

Place : MumbaiDate : 30th May, 2016

ANNEXURE – I

List of documents verified

1. Corporate Matters

1.1 Minutes books of the following Committees were provided:

1.1.1 Board Meeting

1.1.2 Audit Committee

1.1.3 Nomination and Remuneration Committee;

1.1.4 Corporate Social Responsibility Committee

1.1.5 Stakeholders’ Relationship Committee

1.1.6 Finance Committee

1.1.7 General Meeting

1.2 Agenda papers for Board / Committee Meetings along with Notice.

1.3 Annual Report 2014-2015, Financials for the year ended 31st March, 2016

1.4 Memorandum and Articles of Association

1.5 Disclosures under Act, 2013;

1.6 Policies framed under Act, 2013;

1.7 Forms and returns filed with the ROC & RBI

1.8 Register maintained under Act, 2013

1.9 Expert Opinions taken by the Company


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ANNEXURE - DANNUAL REPORT ON CSR ACTIVITIES

1 A Brief outline of the Company's CSRpolicy, including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and project orprograms.

The Company by its CSR Activities has committed to participate in Social cause, be it uplifting the weaker section of the society or communal developments. The key focus area of the Company’s CSR activities are one or more from amongst the activities specified under schedule VII of the Companies Act, 2013 and Rules made thereunder. The Company’s CSR initiatives shall be integrated with its business practices with an overall objective of the growth and development of the society and the Country.The CSR Policy of the Company is available at the following link.http://www.binanicement.in/investor-relations/csr-policy/

2 The Composition of the CSR Committee. Mr. S. Sridhar, Chairman (Independent Director)Dr. (Mrs.) Sangeeta Pandit (Independent Director)Mr. Jotirmoy Ghose, Member (Managing Director)

3 Average net profit of the Company for last three financial years.

` (3785.40) Lakhs

4 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above).

` (75.71) Lakhs

5 Details of CSR spent during the financial year:a) Total amount to be spent for the financial yearb) Amount unspent, if any;c) Manner in which the amount spent during the financial year is detailed below

Not applicable in view of point 3 above

(1) (2) (3) (4) (5) (6) (7) (8)

Sr.No

CSRproject

or activity Identified.

Sectorin which the

Project is covered

Projects or programs

(I) Local area or other

(2) Specifythe State and district where

projects orprograms was

under taken

Amount outlay

(budget) projector programs

wise(` In Lakhs)

Amount spent on the projects or programs

Sub-heads:(!)Direct expenditure

on projects or programs(2) Overheads:

(` In Lakhs)

Cumulative expenditure upto to the

reporting period

(` In Lakhs)

Amount spent: Direct

or through implementing

agency

FY 2014-15 FY 2015-16 I Making

Available Safe Drinking Water, Eye checkup camp etc. and distribution of cotton caps during winter.

Preventive Health care, Sanitation & Drinking Water

Pindwara, Sirohi, Rajasthan

20.00 1.99 10.19 12.18 Direct


25

(1) (2) (3) (4) (5) (6) (7) (8)

Sr.No

CSRproject

or activity Identified.

Sectorin which the

Project is covered

Projects or programs

(I) Local area or other

(2) Specifythe State and district where

projects orprograms was

under taken

Amount outlay

(budget) projector programs

wise(` In Lakhs)

Amount spent on the projects or programs

Sub-heads:(!)Direct expenditure

on projects or programs(2) Overheads:

(` In Lakhs)

Cumulative expenditure upto to the

reporting period

(` In Lakhs)

Amount spent: Direct

or through implementing

agency

FY 2014-15 FY 2015-16 2 Education

Support to students, maintenance work in School.

Promotion of Education

Sadlwa, Amli, Malap, Thandiberi, Pindwara, Dist Sirohi, Rajasthan

15.00 6.48 1.93 8.41 Direct

3. Maintenance of Park and Garden

Environmental sustainability

Pindwara, Dist Sirohi & Udaipur, Dist-Udaipur, Rajasthan

10.00 4.57 6.49 11.06 Direct

4. Development of Market Place at Village

Rural Development Project

Pindwara Dist. Sirohi, Rajasthan

5.00 - - - Direct

TOTAL 50.00 13.04 18.60 31.65

1. REASON FOR SHOTFALL OF CSR SPEND

During the FY 2015-16, the Company could not spend the entire unspent amount of ` 36.35 Lakhs (carried forward from FY 2014-15) as the appropriate projects/avenues identified by the Company could not be implemented due to various unavoidable circumstances beyond the control of the Company. Therefore such spend, resulted in lower spending in the financial year 2015-16 by ` 18.60 Lakhs. However, all efforts will be put to implement the identified projects for CSR activity in future.

2. RESPONSIBILITY STATEMENT OF THE CSR COMMITTEE We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and CSR policy of the

Company.

S. SridharChairman CSR Committee

Jotirmoy Ghose Member

Sangeeta Pandit Member

Place : MumbaiDate : 29th July, 2016


26

ANNEXURE - EFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN U26941WB1996PLC0766122 Registration Date 15th January, 19963 Name of the Company Binani Cement Limited4 Category/Sub-category of the

CompanyCompany limited by shares/ Indian Non-Government Company

5 Address of the Registered office & contact details

37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata-700157Tel : 91 08100326795E-mail : [email protected]

6 Whether listed company No7 Name, Address & contact

details of the Registrar & Transfer Agent, if any.

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai- 400078.Tel: 022- 25946970Fax: 022-25946969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the Company

1. Cement 23942 99.95

As per National Industrial Classification – Ministry of Statistics and Programme Implementation

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sr.No.

Name andAddress of the Company

CIN/GLN Holding/Subsidiary/Associate

% ofShares held

ApplicableSection

1. Binani Industries Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

L24117WB1962PLC025584 Holding 98.43% 2(46)

2 Merit Plaza Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

U70109WB2010PLC155943 Subsidiary 100% 2(87)(ii)

3 Swiss Merchandise Infrastructure Limited37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157


4 Binani Energy Private Limited 37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157

U72200WB1996PTC171627 Subsidiary 100% 2(87)(ii)

5 Binani Ready Mix Concrete Limited 37/2. Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, West Bengal – 700157



27

Sr.No.

Name andAddress of the Company

CIN/GLN Holding/Subsidiary/Associate

% ofShares held

ApplicableSection

6 Mukundan Holdings Limited (MHL) P.O. Box - 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

N.A Subsidiary 100% 2(87)(ii)

7 Murari Holdings Limited (MuHL)AkaraBldg, 24, DE CASTRO Street, Wickhams, Cay 1, Road Town, Tortola, British Virgin Islands


8 Krishna Holdings Pte Limited (KHL)21, Bukit Batkok Crescent#15-74, WCEGA Tower,Singapore - 658065


9 Bhumi Resources (Singapore) Pte. Limited (Bhumi)21, Bukit Batkok Crescent#15-74, WCEGA Tower,Singapore – 658065


10 Binani Cement Factory LLC (BCFLLC)Jebel Ali, Dubai, UAE

N.A Subsidiary MUHL- 51%MHL-49%

2(87)(ii)

11 Shandong Binani Rong’An Cement Co. LimitedFujiazhuang Village, Dongguan Town,Ju County of Rizhao MunicipalityShandong Province, Peoples Republic of China

N.A Subsidiary KHL- 90% 2(87)(ii)

12 PT Anggana Energy ResourcesMenara Kuningan 8D Lantai 8, JL H.R. Rasuna said Block X-7, Kav 5, Jakarta SeltanIndonasia

N.A Subsidiary BHUMI- 100% 2(87)(ii)

13 BC Tradelink LimitedP.O.Box-10257, Mhando Street,Masaki, Dar-es-Salaam, Tanzania

N.A Subsidiary BCFLLC- 100%

2(87)(ii)

14 Binani Cement Tanzania LimitedP.O.Box-105114, Mhando Street,Masaki, Dar-es-Salaam, Tanzania

N.A Subsidiary BCFLLC- 100%

2(87)(ii)

15 Binani Cement (Uganda) Limited*P.O. Box - 24544,Kampala, Uganda

N.A Subsidiary BCFLLC- 100% 2(87)(ii)

16 Binani Cement Fujairah L.L.C,Block K, Plot No. 8, P.O. Box 328376, Habhab, Fujairah, U.A.E.

N.A. Subsidiary BCFLLC-80% 2(87)(ii)

17 Binani Aspire LLCCR 1229221, Post Box 3506, Postal Code 111,CPO Sultanate of Oman

N.A. Associate ** BCFLLC – 50% 2(6)

*under liquidation

**Company under sr. no. 17 is a joint venture company


28

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year[As on 01.04.2015]

No. of Shares held at the end of the year[As on 31.03.2016]

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indian

a) Individual/ HUF - - - - - - - - -b) Central Govt - - - - - - - - -c) State Govt(s) - - - - - - - - -d) Bodies Corp. 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -e) Banks / FI - - - - - - - - -f) Any other - - - - - - - - -Sub-total (A) (1):- 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -(2) Foreign

(a) NRIs -Individuals

- - - - - - - - -

(b) Other –Individuals

- - - - - - - - -

(c)Bodies Corp. - - - - - - - - -(d) Banks / FI - - - - - - - - -(e)Any Other…. - - - - - - - - -Sub-total (A) (2):- - - - - - - - - -Total shareholding of Promoter

(A) =(A)(1)+(A)(2)

185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -b) Banks / FI - - - - - - - - -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FIIs - - - - - - - - - h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -Sub-total (B)(1):- - - - - - - - - -2. Non-Institutions

a) Bodies Corp.

i) Indian 489,271 - 489,271 0.26 495,174 - 495,174 0.26 -ii) Overseas - - - - - - - - -b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

2,287,314 1722 2,289,036 1.21 2,280,400 2297 2,282,697 1.21 -


29

Category of Shareholders No. of Shares held at the beginning of the year[As on 01.04.2015]

No. of Shares held at the end of the year[As on 31.03.2016]

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

Sharesii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

92,826 - 92,826 0.05 92,826 - 92,826 0.05 -

c) OthersLIIPL-Binani CementExit Offer EscrowDemat Account

80 - 80 - 80 - 80 - -

Non Resident Indians 67,105 20 67,125 0.04 67,326 20 67,346 0.04 -Overseas Corporate Bodies - - - - - - - - -Foreign Nationals - - - - - - - - -Clearing Members 8,472 - 8,472 - 8,687 - 8,687 - -Trusts 5,000 - 5,000 - 5,000 - 5,000 - -Foreign Bodies - D R - - - - - - - - -Sub-total (B)(2):- 2,950,068 1742 2,951,810 1.57 2,949,493 2317 2,951,810 1.57 -Total Public Shareholding (B)=(B)(1)+ (B)(2)

2,950,068 1742 2,951,810 1.57 2,949,493 2317 2,951,810 1.57 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 188,598,432 1842 188,601,274 100.00 188,598,857 2417 188,601,274 100.00 0.00

ii. Shareholding of Promoter-

Sr No

Shareholder’s Name Shareholding at the beginning of the year (as on 01.04.2015)

Shareholding at the endof the year (as on 31.03.2016)

% change in shareholding

during the year

No. of Shares % of total Shares

of the Company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares

of the company

%of Shares Pledged /

encumbered to total shares

1 Binani Industries Limited 185,649,464 98.43 100.00 185,649,464 98.43 100.00 -

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.No.

Shareholding at the beginning of the year (as on 01.04.2015)

Cumulative Shareholding during the year (as on 31.03.2016)

No. of shares % of totalshares of the

company

No. of shares % of total shares of

the company

At the beginning of the year 185,649,464 98.43 185,649,464 98.43

Date wise Increase /Decrease inPromotersShare holding during the Year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc).

No Change

At the end of the year 185649,464 98.43 185649,464 98.43


30

iv. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr No

Name Shareholding at the beginning of the year

(as on 01.04.2015)

Date Increase/Decrease in

shareholding

Reason Cumulative Shareholding during the Year

(as on 31.03.2016)

No. of shares % of totalshares of the

company

No. of shares

% of totalshares of the

company1 Kanakratan Agency Pvt. Limited 416,120 0.22 No Change 416,120 0.222 Brij Bhushan Singal 52,000 0.03 No Change 52,000 0.033 Gangadhar Narsingdas Agrawal 17,000 0.01 No Change 17,000 0.014 Ramlingam Ganapathy 14,500 0.01 No Change 14,500 0.015 Ritesh Vilasrao Deshmukh 13,206 0.01 No Change 13,206 0.016 Jagdish Chand Saggar 10,620 0.01 No Change 10,620 0.017 Anjani Nitin Kasliwal 10,000 0.01 No Change 10,000 0.018 Atul Prakash Anand 10,000 0.01 No Change 10,000 0.019 Kartikeya Nitin Kasliwal 10,000 0.01 No Change 10,000 0.01

10 Rita Murarka 10,000 0.01 No Change 10,000 0.01

v. Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel holds any share in the Company.

V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Lakhs)

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 2,89,272.46 2,500.00 - 2,91,772.46

ii) Interest due but not paid 6,709.79 25.48 - 6,735.27

iii) Interest accrued but not due 366.22 - - 366.22

Total (i+ii+iii) 2,96,348.47 2,525.48 - 2,98,873.95

Change in Indebtedness during the financial year

Addition 1,96,687.22 254.79 - 1,96,942.01

Reduction 1,72,205.35 1,571.85 - 1,73,777.20

Net Change 24,481.86 (1,317.06) - 23,164.80

Indebtedness at the end of the financial year

i) Principal Amount 3,10,340.35 1,099.00 - 3,11,439.35

ii) Interest due but not paid 10,286.20 109.42 - 10,395.62

iii) Interest accrued but not due 203.79 - - 203.79

Total (i+ii+iii) 3,20,830.34 1,208.42 - 3,22,038.76


31

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in Lakhs)

Sr No Particulars of Remuneration Mr. Jotirmoy Ghose, Managing Director

Total Amount

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 39.52 39.52

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 4.80 4.80

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - as % of profit - others, specify

--

--

5 Others, - -

Recovery of excess amount paid - -

Total (A) 44.32 44.32

Ceiling as per the Act* - -

* Upto 31st July, 2015 The Company had incurred a loss during the Financial Year 2015-16. The remuneration paid to Mr. Jotirmoy Ghose, Managing Director,

was in terms of his appointment approved by the Shareholders on 10th December, 2013 pursuant to Schedule XIII of the Companies Act, 1956 read with Notification No. GSR (534E) dated 14th July, 2011 issued by the Ministry of Corporate Affairs.

Effective 1st August, 2015 Mr. Jotirmoy Ghose is getting remuneration from a subsidiary of Binani Cement Limited, as per resolution passed at Board Meeting held

on 27th July, 2015 and at the AGM held on 25th September, 2015

B. Remuneration to other directors (` in Lakhs)

Sr No Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Mr. S. Sridhar Mrs. Jayantika

Dave@Fee for attending board committee meetings 2.95 1.20 4.15

Commission - - -Others, please specify - - -Total (1) 2.95 1.20 3.60

2 Other Non-Executive Directors Mr. Braj Binani

Mr. V. Subramanian

Total Amount

Fee for attending board / committee meetings 1.35 3.70 5.05

Commission - - -

Others, please specify - - -

Total (2) 1.35 3.70 5.05

Total (B)=(1+2) 9.20Total Managerial Remuneration (A+B) 53.52

Overall Ceiling as per the Act** -

@ upto 20.03.2016

** The Company had incurred a loss during the FY 2015-16.


32

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (` in Lakhs)

S N. Particulars of Remuneration Key Managerial Personnel Mr. V.

Srikrishnan,Chief Financial

officer*

Mr. Amit Kumar Gupta,

Company Secretary**

Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 14.02 37.89 51.91

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.68 0.10 0.78

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- - as % of profit - - -

5 Others, (employer contribution to provident fund) 0.94 1.91 2.85

Total 15.64 39.90 55.54

*w.e.f. 08.06.2015 to 11.07.2015. **Upto 31.03.2016

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -




33

ANNEXURE -FCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGOPursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rules 8(3) of the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY a) Energy conservation measures taken Cement Plant – Binanigram

1. Replacement of existing fan type cooling tower of Unit 2 by jet type cooling tower without fan resulting in saving of power consumption of fan.

2. Installed variable frequency drive on water pumps at water pump station.

3. Optimum utilization of existing blower of packers by connecting it with additional packer.

4. Logic modification of grid resistance circuit cooling blower of sepax fans motor of cement mill no. 3 thereby cooling blower is stopped after full speed of sepax fan motor resulting in power saving.

5. Installed lighting timer at packing plant area to avoid lighting in day time.

6. Installed forced oil cooling system in clinker transport conveyor gear box of kiln 2 to enhance thermal capacity.

7. Establishing maximum use of pet coke in both the kilns.

Cement Plant – Neem ka Thana

1 Logic implemented to avoid idle running of air slide blower & it’s JPF System of cement silo no. 2 while mill is running in cement silo no 1.

Thermal Power Plant1. Replacement of existing pumps with energy efficient pumps in DM plant.

b) Steps in utilization of alternate source of Energy –

c) Capital investment on energy conservation equipment –

B. TECHNOLOGY ABSORPTION

(i) the benefits derived like product improvement, cost reduction, product development or import substitution

Increase in pond ash consumption, Initiation of use of chemical gypsum

C. FOREIGN EXCHANGE EARNING AND OUTGO (` in Lakhs)

Particulars F.Y. 2015-16 F.Y. 2014-15

Foreign exchange earned Nil Nil

Foreign exchange used* 3,391.02 24,800.06

*Excludes investment in overseas subsidiaries


34

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35

ToThe Members of Binani Cement LimitedReport on the Standalone Financial StatementsWe have audited the ac Companying standalone financial statements of BINANI CEMENT LIMITED (“the Company”), which comprise of the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating

effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flows for the year ended on that date.Emphasis of Mattersa) We draw attention to Note 27 (xxxxii) to the standalone financial

statements, relating to Sales Tax Matters, as per the Orders, there is liability on the Company for total interest of ` 35,099.24 Lahks as on March 31, 2016. The Company has filed writ petition / waiver application in the Hon’ble High Court / with concerned authority. The Company has paid ` 3,077.93 Lakhs under protest. The management is of the view that it has a good case of getting waiver for interest and hence provision of interest is not required.

b) With reference to Note 27 (xxxiv), relating to the financial statements regarding guarantees aggregating to ` 241,407.86 lakhs issued by the Company to banks and financial institutions in respect of loans given to its subsidiaries, step down subsidiaries and to Holding Company and its subsidiaries and its step down subsidiaries, which are significant in relation to the net worth of the Company at the year end. In the opinion of the Management, these are not expected to result into any financial liability to the Company.

c) With reference to Note No. 46, Inter Corporate Deposits (Including interest receivable) given to Holding Company of ` 1,26,972.21 Lakhs, as per the management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of the Company. Further, during the year the Company in its board meeting have passed a resolution waiving of the interest with effect from April 01, 2015 on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited. The Company has received appropriate opinion to ensure that this is in compliance with the statutory regulations.

d) With reference to note no. 52, the Company has not made provision of ` 5,843 Lakhs (Previous Year ` Nil) towards non fulfilment of Renewable Power Obligation (RPO) as per the guidelines of Rajasthan Electricity Regulatory Commission (RERC) as the Company is of the contention no demand has been raised as of the balance sheet date.

e) During the end of the financial year, the Company’s lenders have assigned the loans to Edelweiss Asset Reconstruction Company (“EARC”). Post the assignment, the Company has

INDEPENDENT AUDITOR’S REPORT


36

approached the lenders for restructuring of its loans. The terms of repayments, rate of interest and other terms and conditions are not finalised with EARC, current maturities on long term borrowings have not been classified separately and no interest on the term loans have been provided from the date of assignment of loan to EARC till the balance sheet date.

f) The Company has invested ` 80,704.09 lakhs in its two subsidiaries. Net worth of which is partly eroded however the management is of view that the subsidiaries will make profit in near future and the erosion of the Net worth is of temporary nature hence provision for diminution in the value of investment is not required

Our opinion is not qualified in respect of these matters.Other Matter The standalone financial statements of the Company for the year ended March 31, 2015, were audited by another auditor whose report dated May 30, 2015 expressed an unmodified opinion on those statements.Report on Other Legal and Regulatory Requirements1. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending

litigations on its financial position in its standalone financial statements – Refer Note 27 to 29 the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of sub-section 11 of section 143 of the Act, we give in the ‘Annexure’, a statement on the matters specified in paragraphs 3 and 4 of the Order.

For MZSK & AssociatesChartered AccountantsFirm Registration No. 105047W

Abuali DarukhanawalaPartnerMembership No. 108053



37

We have audited the internal financial controls over financial reporting of Binani Cement Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act, the standalone financial statements of the Company, which comprise the Balance Sheet as at March 31, 2016, and the related 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, and our report dated May 30, 2016 expressed unqualified opinion.




ANNExURE TO ThE AUDITORS’ REPORT Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)


38

ANNExURE TO AUDITORS’ REPORT

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the members of Binani Cement Limited on the financial statements for the year ended March 31, 2016]

i. (a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals during the year in accordance with planned program of physical verification of fixed assets and no material discrepancies were identified on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties except few portions of freehold land are held in the name of the Company.

ii. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventories were not material, and have been properly dealt with in the books of account.

iii. As per information and explanation given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions stated in paragraph 3 (iii) (a) and (b) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanation given to us, the Company has complied with the provision of Section 185 and 186 of the Companies Act, 2013, with respect to the loans and investment made.

v. The Company has not accepted any deposits from the public.

vi. 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 sub-section (1) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanation given to us and on the basis of our examination of the records of the Company, we observed delays in payment of undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, excise duty, value added tax, cess, etc with the appropriate authorities, which have been deposited along with Interest.

Undisputed amounts payable in respect of National Mineral Exploration Trust (NMET) and District Mineral Foundation (DMF) amounting to ` 57.02 lakhs and ` 855.25 lakhs respectively, were outstanding at the year end for a period of more than six months from the date they became payable, as the fund/trust in respect of these statutory dues have not been formed.

(b) According to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, custom duty, entry tax, service tax and value added tax have not been deposited by the Company on account of disputes:

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

Period to which the amount

relates

Forum where dispute is pending

Customs Act, 1962 Duty on DEPB licenses 6.77 2000-01 Commissioner of Customs, KandlaCentral Excise Act, 1944 Cenvat credit on welding

electrodes5.02 2006 to 2008 Commissioner (Appeals),

Jaipur IICentral Excise Act, 1944 Cenvat credit on welding

electrodes3.11 2008 to 2010 Commissioner (Appeals),

Jaipur IICustoms Act, 1962 Differential Custom Duty 30.61 2002-03 &

2003-04Hon'ble High Court, Gujarat

Customs Act, 1962 Differential Custom Duty 42.16 2008-09 CESTAT, AhmedabadCustoms Act, 1962 Differential Custom Duty 3,066.92 2011 to 2013 CESTAT, AhmedabadCentral Excise Act, 1944 Excise Duty on Sale –

Penalty1.00 2006-07 &

2007-08CESTAT, Delhi

Central Excise Act, 1944 Cenvat on Capital Goods 2.38 2009-10 & 2010-11

Hon'ble Rajasthan High Court, Jodhpur.


39



relates


Central Excise Act, 1944 Cenvat on Capital Goods 51.96 2007 to 2010

CESTAT, Delhi.

Central Excise Act, 1944 Cenvat on Capital Goods 1.84 2011-12 CESTAT, Delhi.Central Excise Act, 1944 Excise Duty on clinker

consumed in cement dispatched to SEZ units

0.64 2012-14 Commissioner (Appeals), Jaipur

Central Excise Act, 1944 CENVAT Credit on service tax paid on transportation of goods by rail

164.65 2014-15 CESTAT, Delhi

Central Excise Act, 1944 CENVAT Credit on service tax paid on transportation of clinker by rail

285.85 2013-15 CESTAT, Delhi

Central Excise Act, 1944 Cenvat Credit of service tax availed on the strength of debit notes

29.89 2008-10 Commissioner (Appeals), Jaipur

Central Excise Act, 1944 CENVAT Credit on Service Tax

65.37 2008 to 2010 CESTAT, Delhi

Central Excise Act, 1944 Penalty imposed on service tax

7.20 2007-08 CESTAT, Delhi

Central Excise Act, 1944 CENVAT Credit on Service Tax

793.08 2012-15 CESTAT, Delhi

Rajasthan Sales Tax Act, 1994

Sales tax on freight and credit notes

70.21 1997-98 Hon'ble High Court, Jodhpur

Rajasthan Sales Tax Act, 1994 / CST Act, 1956

Difference amount of Central Sale Tax

60.52 2005-07 Hon'ble High Court, Jodhpur

Rajasthan Sales Tax Act, 1994

Sales Tax matters 0.50 2005-06 Hon'ble High Court, Jodhpur

UP Trade tax / Entry tax UP tax on entry of goods 184.35 2003-04 to 2008-09

Various appellate authorities

UP Trade tax / Entry tax UP tax on entry of goods 16.30 2009-10 Hon'ble Supreme Court / Additional Commissioner (Appeals) commercial taxes, Ghaziabad

UP Trade tax / Entry tax Penalty for Late deposit of U.P. VAT

8.64 2009-10 Commercial Taxes Tribunal, Ghaziabad

UP Trade tax / Entry tax Penalty 0.15 2011-12 Additional Commissioner (Appeals) commercial taxes, Ghaziabad

UP Trade tax / Entry tax Penalty 0.30 2013-14 Additional Commissioner (Appeals) commercial taxes, Ghaziabad

UP VAT Act, 2008 UP VAT demand 1.54 2008-09 Commercial Tax Tribunal, GhaziabadUP VAT Act, 2008 UP VAT demand 2.41 2009-10 Commercial Tax Tribunal, GhaziabadUP VAT Act, 2008 UP VAT demand 1.41 2010-11 Commercial Tax Tribunal, GhaziabadDelhi VAT Act, 2004 Late deposit of Delhi VAT 36.08 2013-14 Appellate Authority, Department of Trade &

Taxes, Govt. of NCT of DelhiDelhi VAT Act, 2004 Late deposit of Delhi VAT 4.88 2014-15 Appellate Authority, Department of Trade &

Taxes, Govt. of NCT of DelhiUP VAT Act, 2008 UP VAT demand 0.43 2011-12 Additional Commissioner, Grade - II (Appeal -

I), Commercial Taxes, GhaziabadUP VAT Act, 2008 UP VAT demand 3.66 2012-13 Additional Commissioner, Grade - II (Appeal -

I), Commercial Taxes, Ghaziabad


40



relates


Gujarat VAT Act, Gujarat VAT demand 21.39 2011-12 Joint Commissioner, Commercial Taxes, Division - I, Gujarat.

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

Entry Tax 2,612.26 2006-07 to 2015-16

Hon'ble Rajasthan High Court, Jodhpur

Rajasthan Finance Act, 2006

M R Cess 3,319.27 2008-09 to 2015-16

Hon'ble High Court, Jodhpur

Rajasthan Sales Tax Act, 1994 Rajasthan Value Added Tax Act, 2006

Sales Tax Exemption 25,152.85 1998-99 to 2007-08

Hon'ble High Court, Jaipur /Commercial Taxes Department, Jaipur

Rajasthan Value Added Tax Act, 2006

VAT/CST Deferment 11,163.46 2007-08 to 2011-12

Hon'ble High Court, Jaipur /Commercial Taxes Department, Jaipur


Sales Tax matters-ITC 55.04 2007-08 to 2010-11

Hon'ble Appellate Authority, Jodhpur / Hon'ble Rajasthan Tax Board, Ajmer


Sales Tax matters-ITC 233.29 2006-07 Hon'ble Rajasthan High Court, Jodhpur.


Purchase Tax on Royalty on Trade Mark and Freight in Non trade sale etc

1,085.89 2012-13 Hon'ble Appellate Authority, Jodhpur


ITC on Mining & CPP /Others

75.62 2012-13 Hon'ble Appellate Authority, Jodhpur / Hon'ble Rajasthan Tax Board, Ajmer

Income Tax Act, 1961 Income Tax Matters 2,091.00 2010-11 & 2011-12

Commissioner of Income Tax (Appeals) for FY 10-11 and before ITAT for FY 11-12

Rajasthan Finance Act, 2006

Land Tax 1,753.50 2006-07 to 2012-13

Hon'ble High Court, Jaipur

viii. According to the records of the Company examined by us and information and explanation gives to us, the Company has not defaulted in repayment of dues to debenture holder, government and financial institution except for default in repayment of dues to banks details of which are follows:

Name of the Lender Principal Amount # Interest Amount # Remarks(` in Lakhs) (` in Lakhs)

Consortium of Banks -- 10,005.43 Term Loan -- 280.78 Working Capital Loan

1,099.00 109.42 Commercial Paper

# The above defaults include loans which have been restructured.

ix. The Company has not obtained any moneys by way of initial public offer or further public offer (including debt instrument) and term loans were applied for the purpose for which those were raised during the year.

x. 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 by the Company or any instance of fraud on the Company by its officers/employees has been noticed or reported during the year, nor have we been informed of such case by the management.

xi. In our opinion and according to information and explanations given to us, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Companies Act.

xii. In our opinion and according to information and explanation given to us, the Company is not Nidhi Company. Accordingly, the provisions of paragraph 3(xii) of the Order are not applicable.


41

xiii. In our opinion and according to information and explanations given to us, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the standalone Financial Statements as required by the applicable accounting standards.

xiv. In our opinion and according to information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. In our opinion and according to information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.

xvi. In our opinion and according to information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, and hence provisions of paragraph 3 (xvi) of the Order are not applicable.





42

BALANCE ShEET AS AT 31ST MARCh, 2016

(` in Lakhs)PARTICULARS Note No. 31st March, 2016 31st March, 2015

EQUITY AND LIABILITIESShAREhOLDERS' FUNDS

Share Capital 1 24,862.38 24,862.38Reserves and Surplus 2 (1,331.85) 27,565.12

23,530.53 52,427.50NON-CURRENT LIABILITIES

Long-term borrowings 3 297,053.70 273,734.09Deferred tax liabilities (net) 42 - 6,006.75Other Long term liabilities 4 3,802.86 3,225.45Long term provisions 5 430.13 309.92

301,286.69 283,276.21CURRENT LIABILITIES

Short-term borrowings 6 4,503.06 7,404.04Trade payables 41 52,816.28 40,834.63Other current liabilities 7 54,199.24 52,518.80Short-term provisions 8 244.77 216.36

111,763.35 100,973.83TOTAL 436,580.57 436,677.54ASSETSNON-CURRENT ASSETS

Fixed assets 9Tangible assets 101,036.25 104,287.29Intangible assets 79.36 151.18Capital work-in-progress 13,817.46 17,480.93

Non-current investments 10 105,930.05 105,930.05Long term loans and advances 11 27,073.68 26,932.94Other non-current assets 12 42.25 16.75

247,979.05 254,799.14CURRENT ASSETS

Inventories 13 7,583.22 18,201.93Trade Receivables 14 42,035.64 14,782.95Cash and Bank Balances 15 4,661.22 10,872.88Short-term loans and advances 16 122,022.64 121,540.95Other current assets 17 12,298.80 16,479.69

188,601.52 181,878.40TOTAL 436,580.57 436,677.54SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 25

The accompanying notes are integral part of the financial statements.As per our attached report of even date For and on behalf of the Board of Directors

For MZSK & Associates Chartered Accountants Firm Registration No. 105047W

Abuali Darukhanawala Partner Membership No. 108053

S. Sridhar Director DIN: 00004272

Jotirmoy ghose Managing Director DIN: 06742640

Devendra Mehta Chief Financial Officer

hemant Paliwal Asst. Vice President (F&A)

Place : Mumbai Date : 30th May, 2016



43

STATEMENT OF PROFIT AND LOSS FOR ThE YEAR ENDED 31ST MARCh, 2016

(` in Lakhs)

PARTICULARS Note No. 31st March, 2016 31st March, 2015

Revenue from operations (Gross) 18 176,451.97 196,618.18

Less: Excise Duty 24,656.26 26,154.24

Revenue from operations (Net) 151,795.71 170,463.94

Other Income 19 628.99 13,533.99

Total Revenue 152,424.70 183,997.93

Expenses :

Cost of Materials Consumed 20 21,640.29 24,479.51

Purchase of Stock-in-Trade 44 - 1.61

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 21 5,043.44 2,528.29

Employee Benefit Expense 22 5,259.47 5,579.25

Finance Costs 23 36,847.80 35,325.16

Depreciation and Amortization Expense 9 6,806.89 7,471.38

Other Expenses 24 111,730.53 122,062.03

Total Expenses 187,328.42 197,447.23

(Loss) before exceptional and extraordinary items and tax (34,903.72) (13,449.30)

Exceptional Items 57 - (1,282.79)

(Loss) before extraordinary items and tax (34,903.72) (14,732.09)

Extraordinary Items - -

(Loss) Before Tax (34,903.72) (14,732.09)

Tax expense:

Deferred tax 42 (6,006.75) (4,243.93)

(Loss) for the period from continuing operations (28,896.97) (10,488.16)

Earning per equity share (in `) : 47

Basic (15.32) (5.56)

Diluted (15.32) (5.56)

SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 25











44

NOTES TO FINANCIAL STATEMENTS FOR ThE YEAR ENDED 31ST MARCh, 2016

NOTE NO. - 1ShARE CAPITAL (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015AUThORISED303,899,600 Equity Shares (Previous Year 303,899,600) of `. 10/- each 30,389.96 30,389.9612,000,000 Preference Shares (Previous Year 12,000,000) of `. 100/- each 12,000.00 12,000.00TOTAL 42,389.96 42,389.96ISSUED, SUBSCRIBED AND PAID UP188,601,274 (Previous Year 188,601,274) Equity Shares of `. 10/- each fully paid-up 18,860.13 18,860.13Add: Amount paid up on forfeited Shares 0.25 0.25Sub-total 18,860.38 18,860.386,002,000 (Previous Year 6,002,000) 0.01% Non-cumulative redeemable Preference Shares of `. 100/- each fully paid-up

6,002.00 6,002.00

TOTAL 24,862.38 24,862.38

Equity Shares :1) 185,649,464 - 98.43% (Previous year 185,649,464 - 98.43%) Equity Shares of ` 10/- each fully paid-up held by the holding Company -

Binani Industries Limited and its nominees.

2) Reconcilation of number of shares outstanding at the beginning and at the end of the year

Particulars 31st March, 2016 31st March, 2015 No. of shares (` in Lakhs) No. of shares (` in Lakhs)

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

3) Terms / Rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Director 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.

0.01% Non-cumulative redeemable Preference Shares :1) 6,002,000 - 100% (Previous year 6,002,000 - 100%) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up

held by the holding Company - Binani Industries Limited.

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

Particulars 31st March, 2016 31st March, 2015 No. of shares (` in Lakhs) No. of shares (` in Lakhs)

Outstanding at the beginning of the year 6,002,000 6,002.00 - - Add : Issued, Subscribed and Paid up during the year - - 6,002,000 6,002.00 Outstanding at the end of the year 6,002,000 6,002.00 6,002,000 6,002.00

3) Terms / Rights attached to preference shares

Holder of the Shares shall be entitled to dividend @ 0.01% per annum from the date of allotment.

The preference shares are non-participating and carry a preferential right vis-à-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.

The preference shares are Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier.


45

NOTE NO. - 2RESERvE & SURPLUS (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015 CAPITAL REDEMPTION RESERvE As per Last Balance Sheet 1,450.00 1,450.00 Add / Less : Transfer from / (to) Profit and Loss Account - 1,450.00 - 1,450.00 gENERAL RESERvE As per Last Balance Sheet 7,843.00 7,843.00 Add : Transferred from Profit and Loss Account - 7,843.00 - 7,843.00 BALANCE IN PROFIT & LOSS ACCOUNT As per Last Balance Sheet 15,544.48 27,020.32 Transferred from Profit and Loss Account (28,896.97) (10,488.16)

(13,352.49) 16,532.16Excess depreciation charged to retained earnings as per the transitional provision of schedule II of Companies Act, 2013 (Refer note no. 54) - (13,352.49) (987.68) 15,544.48

FOREIgN CURRENCY TRANSLATION RESERvEAs per Last Balance Sheet 2,727.64 2,727.64Add : Exchange Difference during the year on net Investment in non integral foreign operations - 2,727.64 -

2,727.64

TOTAL (1,331.85) 27,565.12

NOTE NO. - 3LONg TERM BORROwINgS (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015 TERM LOANS (REFER NOTE NO. 32) From Bank

Secured 142,370.79 229,269.65 Financial Institutions

Secured - 44,464.44 From Other Parties

Secured 154,682.91 - TOTAL 297,053.70 273,734.09

NOTE NO. - 4OThER LONg TERM LIABILITIES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015 Trade Deposits (Refer note no. 56) 3,802.86 3,225.45 TOTAL 3,802.86 3,225.45

NOTE NO. - 5LONg TERM PROvISIONS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015For Gratuity (Refer note no. 48 (b)) 189.19 84.46For Leave Encashment (Refer note no. 48 (b)) 240.94 430.13 225.46 309.92 TOTAL 430.13 309.92



46


NOTE NO. - 6ShORT TERM BORROwINgS (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015 LOANS REPAYABLE ON DEMAND From Bank

Secured (Refer note no. 32) 3,056.97 4,904.04 OThER LOANS AND ADvANCES

Secured (Refer note no. 32) 347.09 - Unsecured (Refer note no. 33) 1,099.00 1,446.09 2,500.00 2,500.00

TOTAL 4,503.06 7,404.04

NOTE NO. - 7OThER CURRENT LIABILITIES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015 Current maturities of Long term debt (Refer note no. 32) 9,882.58 10,634.33 Interest accrued but not due on borrowings 203.79 366.22 Interest accrued and due on borrowings/ others 10,705.24 6,894.32 Unpaid dividends 13.16 16.30 Statutory Dues Payable 25,285.41 31,513.96 Advance from customers 8,109.06 54,199.24 3,093.67 52,518.80 TOTAL 54,199.24 52,518.80

NOTE NO. - 8ShORT TERM PROvISIONS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Provision for employee benefitsFor Gratuity (Refer note no. 48 (b)) 194.02 178.28For Leave Encashment (Refer note no. 48 (b)) 50.75 244.77 38.08 216.36TOTAL 244.77 216.36


47

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48

NOTE NO. - 10NON CURRENT INvESTMENTS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Trade (valued at cost unless stated otherwise)Investment in Equity shares of SubsidiariesUnquoted77,005,000 fully paid up Shares (previous year 77,005,000) of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up

36,936.70 36,936.70

48,749,925 Fully paid up Shares (previous year 48,749,925) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

15,798.84 15,798.84

54,805,000 fully paid up (previous year 54,805,000) Shares of Murari Holdings Ltd. of US Dollar 1 each

27,447.81 27,447.81

15,000,000 fully paid up Shares (previous year 15,000,000) of Bhumi Resources (Singapore) Pte. Ltd. of US Dollar 1 each

6,797.53 6,797.53

50,000 Fully paid up Shares (previous year 50,000) of Merit Plaza Ltd. of ` 10 each

5.00 5.00

50,000 Fully paid up Shares (previous year 50,000) of Swiss Merchandise Insfrastructure Ltd. of ` 10 each

5.00 5.00

10,000 Fully paid up shares (previous year 10,000) of Binani Energy Pvt. Ltd. of ` 10 each

3.18 3.18

Investment in Preference shares of SubsidiariesUnquoted9,631,835 fully paid up (previous year 9,631,835) 8% Cumulative Preference Shares of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

2,616.41 2,616.41

15,000,000 fully paid up (previous year 15,000,000) 6% Non-Cumulative Preference Shares of Mukundan Holdings Ltd. of US Dollar 1 each

8,079.00 8,079.00

15,300,000 fully paid up (previous year 15,300,000) 6% Non-Cumulative Preference Shares of Murari Holdings Ltd. of US Dollar 1 each

8,240.58 8,240.58

TOTAL 105,930.05 105,930.05

NOTE NO. - 11LONg TERM LOANS AND ADvANCES (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Unsecured considered goodCapital Advances 10,110.01 10,184.63Security Deposits 605.59 524.22Loans and Advances to Subsidiary Companies (Refer note no. 46 for related parties)

10,151.00 10,151.00

Advances recoverable in cash or in kind 480.28 478.63Advance Tax Including Tax deducted at Source (net) 1,840.74 1,705.68Mat Credit Entitlement 3,877.99 3,877.99Fringe Benefit Tax (net) 8.07 27,073.68 10.79 26,932.94TOTAL 27,073.68 26,932.94



49

NOTE NO. - 12OThER NON-CURRENT ASSETS (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Other Bank BalancesDeposit Accounts (original maturity of more than 12 months)(in margin Accounts)

42.25 16.75

TOTAL 42.25 16.75

NOTE NO. - 13INvENTORIES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Raw Material and Packing Material ((Includes ` 17.68 lakhs in transit), (Previous year ` 9.98 lakhs))

373.50 1,012.90

Work - In - Progress 82.60 81.10Finished Goods 3,258.79 9,044.45Stores and Spares parts and Fuel ((Includes ` 12.19 lakhs in transit), (Previous year ` 267.14 lakhs))

3,858.19 8,049.23

Loose Tools Stock 10.14 7,583.22 14.25 18,201.93TOTAL 7,583.22 18,201.93

NOTE NO. - 14TRADE RECEIvABLES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Unsecured, considered goodOther Debts - (less than six months) 19,509.23 11,571.55Unsecured, considered goodDebts outstanding for a period exceeding six months 22,526.41 3,211.40TOTAL 42,035.64 14,782.95

NOTE NO. - 15CASh & BANK BALANCES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Cash & Cash EquivalentsBalances with Banks :

Current Accounts 1,455.36 3,572.52Cheques, drafts on hand 452.03 1,818.79Cash on hand 7.17 1,914.56 8.15 5,399.46Other Bank BalancesDeposit Accounts (original maturity of more than 3 months)(in margin Accounts)

2,733.44 5,457.06

Dividend Accounts 13.22 2,746.66 16.36 5,473.42TOTAL 4,661.22 10,872.88



50

NOTE NO. - 16ShORT TERM LOANS AND ADvANCES (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Loans and advances to related parties (Unsecured considered good)Inter Corporate Deposits to Holding Company (Refer note no. 46 for related parties)

114,857.24 114,857.24

Others (Unsecured considered good)Advances recoverable in cash or in kind 4,999.21 4,813.03Balance with Statutory Authorities 2,166.19 7,165.40 1,870.68 6,683.71TOTAL 122,022.64 121,540.95

NOTE NO. - 17OThER CURRENT ASSETS (` in Lakhs) PARTICULARS 31st March, 2016 31st March, 2015Interest Receivable (Includes ` 12,114.97 lakhs (Previous year ` 16,354.58 lakhs) from a related party Binani Industries Ltd., Holding Company)

12,174.11 16,454.69

Insurance Claims Receivable 0.79 -Assets held for disposal - 25.00Business Support Fees Receivable 123.90 12,298.80 - 16,479.69TOTAL 12,298.80 16,479.69

NOTE NO. - 18REvENUE FROM OPERATIONS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Sale of Products Quantity (MT) value Quantity (MT) Value

Cement * 4,312,871 176,144.84 4,472,872 195,598.10 Clinker ** - - 3,852.63 100.12

Other operating revenues 307.13 919.96 176,451.97 196,618.18

Less : Excise Duty 24,656.26 26,154.24TOTAL 151,795.71 170,463.94

* Sales include sale of traded goods nil (Previous year 34.45 MT amounting to ` 2.12 Lakhs) and self consumption of 92.20 MT amounting to ` 1.96 Lakhs (Previous year 104.84 MT amounting to ` 2.42 Lakhs). ** Sales include samples nil (Previous year 0.01 MT).

NOTE NO. - 19OThER INCOME (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Interest Income (Inter Corporate Deposits) (Refer note no. 46) - 12,753.87Interest Income (Fixed Deposits) 334.07 223.96Interest Income (Others) - [includes ` nil (Previous Year ` 400 Lakhs) from BIL Infratech Ltd., Fellow Subsidiary]

35.57 436.41

Dividend Received (Current Investment) - 1.33Other Miscellaneous Income 259.35 118.42 TOTAL 628.99 13,533.99



51

NOTE NO. 20

COST OF MATERIALS CONSUMED (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Limestone 7,114.45 5,674.86Silica Sand (with iron ore / red ocher) 38.03 58.07Gypsum 4,497.40 4,982.13Fly ash 3,342.56 5,704.26Packing Materials 6,647.85 8,060.19TOTAL 21,640.29 24,479.51

NOTE NO. - 21ChANgES IN INvENTORIES OF FINIShED gOODS, wORK-IN-PROgRESS AND STOCK-IN-TRADE (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015(Increase) in Work-in-ProcessOpening Stock 81.10 20.71Closing Stock 82.60 (1.50) 81.10 (60.39)Decrease in Finished StocksOpening Stock 9,044.45 11,904.32Closing Stock 3,258.79 5,785.66 9,044.45 2,859.87Excise Duty - on Cement / clinker stock and samples etc. (740.72) (271.19)TOTAL 5,043.44 2,528.29

NOTE NO. - 22EMPLOYEE BENEFIT ExPENSE (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Salaries and Wages 4,487.35 4,827.12Contribution to Provident and other Funds 274.81 300.02Gratuity Expenses 154.94 125.92Workmen and Staff Welfare Expenses 342.37 326.19TOTAL 5,259.47 5,579.25

NOTE NO. - 23FINANCE COSTS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Interest expenses 36,161.24 34,227.17Other borrowing costs 686.56 1,097.13(Gain) / Loss on foreign currency transactions (net) - 0.86TOTAL 36,847.80 35,325.16



52

NOTE NO. - 24OThER ExPENSES (` in Lakhs)

PARTICULARS 31st March, 2016 31st March, 2015

Power & Fuel 47,228.77 48,850.07

Freight and Loading Expenses on Clinker Transfer 3,982.96 4,078.71

Consumption of Stores and Spares 3,371.21 5,554.62

Repairs and Maintenance

Buildings 75.80 87.61

Plant and Machinery 1,099.46 1,423.08

Others 103.67 111.19

Other Operating Expenses 2,158.49 2,280.85

Rent 489.37 458.98

Insurance 253.86 449.89

Rates and Taxes (31.85) 32.83

Exchange Fluctuation (net) 720.40 359.21

Advertisement and Sales Promotion 2,773.70 1,580.14

Royalty on Trademark (Refer note no. 39) - 3,422.61

Directors Fee 10.47 11.05

Freight & Forwarding 43,639.06 46,776.10

Commission 1,677.89 2,233.33

Loss on sale / discard of Fixed Assets (net) 125.39 -

Management Services Fee (Refer note no. 39) - 1,240.00

Miscellaneous Expenses 4,051.88 3,111.76

TOTAL 111,730.53 122,062.03



53

NOTE NO. - 25SIgNIFICANT ACCOUNTINg POLICIES

BASIS OF ACCOUNTINgThe financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply with all material aspects with respect to the Accounting Standards specified under section 133 of the Companies Act, 2013 (“the 2013 Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. The Financial Statements have been prepared on accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

USE OF ESTIMATESThe 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 RECOgNITIONa) Revenue from sale of goods is recognised when significant risks and rewards of ownership is transferred to the buyer. Export sales

are accounted for on the basis of dates of Bill of Lading. Sales are disclosed net of sales tax / VAT, trade discounts and returns, as applicable.

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 CLAIMSa) 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 ASSETSFixed 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 ASSETSIntangible Assets are stated at cost of acquisition less accumulated amortisation and impairment loss, if any.

DEPRECIATION AND AMORTISATIONDepreciation on Plant & Machinery is provided on Straight Line Method and other Fixed Assets on Written Down Value Method in the manner prescribed under schedule II of the Companies Act, 2013 including assets constructed on land not owned by the Company. 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.

Mobile phones are charged to revenue considering their useful life to be less than one year.

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

IMPAIRMENT OF ASSETSAt 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



54

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 INvENTORIESRaw Material, Fuel (except for coal lying at Port), Packing materials, Stores & Spares are 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 are valued at lower of weighted average cost and net realisable value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.

CONTINgENCIES / PROvISIONSA 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.

INvESTMENTSInvestments 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 TRANSACTIONSTransactions 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 PERIODIn 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 BENEFITSi) Defined Contribution Plan

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

ii) Defined Benefit Plan

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

iii) Other Employees’ benefits

The Company has not considered any provision towards the employee loyalty program as the same is being accounted on paid basis.

BORROwINg COSTSBorrowing 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 POLICIESPrimary 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 LEASEThe 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. Lease payments under operating leases are recognized as an expense on a straight line basis in the statement of profit and loss over the lease term.



55

EARNINg PER ShAREBasic 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 EQUIvALENTSCash and Cash equivalents for the purpose of Cash Flow Statements comprise Cash on hand and at bank in Current accounts and deposit accounts with maturity less than 3 months.

INCOME TAxESTax 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. - 26The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances) ` 886.76 Lakhs (Previous Year ` 26,119.53 Lakhs).

NOTE NO. - 27CONTINgENT LIABILITIES NOT PROvIDED FOR :(i) The Company has imported fuel without payment of Customs Duty aggregating to ` 6.77 Lakhs (Previous Year ` 6.77 Lakhs) by

utilizing transferable DEPB Licenses purchased from the market in the ordinary course of business. The Customs Department has issued show cause notice alleging that the original purchaser had obtained these licenses fraudulently. The above case is pending with Commissioner of Customs, Kandla. Company is hopeful of success as the Company is not at fault.

(ii) Demands raised by Excise Department in various matters aggregating to ` 14.09 Lakhs (Previous Year ` 14.09 Lakhs) and penalty of ` 0.32 Lakhs (Previous Year ` 0.32 Lakhs) - against this we have deposited ` 6.28 Lakhs under protest (Previous Year ` 6.28 Lakhs). Appeals are pending with various Appellate Authorities.

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

(iv) Demands raised by Excise Department in various matters in relation to payment of Service Tax / Cenvat Credit of Service Tax ` 50.78 Lakhs (Previous Year ` 50.78 Lakhs) and penalty of ` 43.58 Lakhs (Previous Year ` 43.58 Lakhs). Appeals are pending with various Appellate Authorities. We have Reversed cenvat credit / paid ` 21.79 Lakhs (Previous Year ` 21.79 Lakhs) under protest.

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

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

(vii) Demands confirmed by Commissioner, Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 41.96 Lakhs (Previous Year ` 41.96 Lakhs) and penalty of ` 15 Lakhs (Previous Year ` 15 Lakhs). The Company has filed an appeal before CESTAT, New Delhi and CESTAT has granted conditional stay subject to pre-deposit of ` 5 Lakhs towards which we have reversed cenvat credit of ` 5 Lakhs (Previous Year ` nil) under protest.



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(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 ` 1.38 Lakhs) and penalty of ` 1 Lakh (Previous Year ` 1 Lakh). The Company had filed an appeal before CESTAT, New Delhi but the same was rejected. Thereafter, the Company has filed an appeal before Hon’ble Rajasthan High Court, Jodhpur.

(ix) 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 ` 1.34 Lakhs (Previous Year ` 1.34 Lakhs) and penalty of ` 0.50 Lakhs (Previous Year ` 0.50 Lakhs). The Company has filed an appeal before CESTAT, New Delhi and stay granted.

(x) Demands confirmed by Commissioner, Central Excise, Jaipur II amounting to ` 343.56 Lakhs (Previous Year ` 343.56 Lakhs) in relation to Cenvat Credit of Excise Duty paid on Cement and steel used in construction of silos and fabrication of various equipments, their parts & accessories and support structures made during the expansion project in 2005-08. We had filed an appeal with CESTAT, New Delhi and the same was remanded back to adjudicating authority for denovo adjudication to examine the matter afresh considering the guidelines given in the order. Thereafter, for denovo adjudication, additional submission made by the Company before the Commissioner, Central Excise, Jaipur II, hearing held in the matter and decision awaited.

(xi) Demand of excise duty ` 0.64 Lakhs (Previous Year ` nil) and penalty of ` 0.05 Lakhs (Previous Year ` nil) confirmed by Assisstant Commissioner, Central Excise Division, Pali in relation to intermediate goods - clinker consumed in manufactring of cement supplied to SEZ units without payment of duty. The Company had filed an appeal before Commissioner (Appeals), Jaipur and paid ` 0.05 Lakhs (Previous Year ` nil) towards mandatory pre-deposit for filing of appeal.

(xii) Demand confirmed by Commissioner, Central Excise, Jodhpur in relation to Cenvat Credit of service tax paid on transportation of goods by rail amounting to ` 817.01 Lakhs (Previous Year ` nil) and penalty of ` 25.05 Lakhs (Previous Year ` nil). The Company has filed an appeal before CESTAT, New Delhi and paid/ reversed cenvat credit ` 61.28 Lakhs (Previous Year ` nil) towards mandatory pre-deposit for filing of appeal.

(xiii) Demand confirmed by Principle Commissioner, Central Excise, Jodhpur in relation to Cenvat Credit of service tax paid on transportation of clinker to Neem Ka Thana grinding unit by rail amounting to ̀ 298.21 Lakhs (Previous Year ̀ nil) and penalty of ̀ 10 Lakhs (Previous Year ` nil). The Company has filed an appeal before CESTAT, New Delhi and reversed cenvat credit ` 22.36 Lakhs (Previous Year ` nil) towards mandatory pre-deposit for filing of appeal.

(xiv) Demand confirmed by Principle Commissioner, Central Excise, Jodhpur in relation to Cenvat Credit of service tax paid on transportation of goods by rail amounting to ` 172.28 Lakhs (Previous Year ` nil) and penalty of ` 5.30 Lakhs (Previous Year ` nil). The Company has filed an appeal before CESTAT, New Delhi and paid ` 12.93 Lakhs (Previous Year ` nil) towards mandatory pre-deposit for filing of appeal.

(xv) Demand confirmed by Additional Commissioner, Central Excise, Jodhpur in relation to Cenvat Credit of service tax availed on the strength of debit notes amounting to ` 15.53 Lakhs (Previous Year ` nil) and penalty of ` 15.53 Lakhs (Previous Year ` nil). The Company has filed an appeal before Commissinor (Appeals), Jaipur and reversed cenvat credit ` 1.17 Lakhs (Previous Year ` nil) towards mandatory pre-deposit for filing of appeal.

(xvi) Demands raised for differential Custom duty by Customs Department, Jamnagar in relation to Bill of entry no. F-176 dated 06.02.2009 of 24,104 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.

(xvii) Demands confirmed by Commissioner of Customs, Kandla for differential Custom duty amounting to ` 2,766.92 Lakhs (Previous Year ` 2,766.92 Lakhs) and imposed penalty of ` 300 Lakhs (Previous Year ` 300 Lakhs) in relation to SA coal imported during 17.03.12 to 31.12.12 on which Custom duty was discharged under classification of steam coal whereas as per the customs the same should have been classified as Bituminous coal on account of GCV more than 5,833 Kcal / Kg. and VM more than 14% and accordingly custom duty should have been paid. The Company has filed an appeal before CESTAT, Ahmedabad and conditional stay granted, which has been complied by the Company.

(xviii) Demands confirmed by Commissioner, Central Excise, Jaipur II amounting to ` 691.65 Lakhs (Previous Year ` 456.57 Lakhs) and imposed penalty of ` 153.30 Lakhs (Previous Year ` 143.30 Lakhs) in relation to Cenvat Credit of Service Tax paid on commission. The Company has filed an appeal before CESTAT, New Delhi and paid/ reversed cenvat credit ` 51.87 Lakhs (Previous Year ` 34.24 Lakhs) towards mandatory pre-deposit for filing of appeal.

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



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(xx) Demands raised by U P Commercial Tax Deptt. on account of entry tax on Cement for the year 2003 to 2009 aggregating to ` 270.64 Lakhs (Previous Year ̀ 270.64 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 ` 86.29 Lakhs (Previous Year ` 86.29 Lakhs) under protest.

(xxi) Demand assessed by Uttar Pradesh Commercial Taxes Deptt. on account of entry tax ` 263.90 Lakhs for the period 2009-10 (Previous Year ` 263.90 Lakhs), based upon the market value of cement stock transfer. The Case is pending before Hon’ble Supreme Court and the Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad. Against the demand we have deposited ` 158.67 Lakhs (Previous Year ` 158.67 Lakhs) based upon stock transfer price and balance demand of ` 105.23 Lakhs (Previous Year ` 105.23 Lakhs) recovered through encashment of BG has been paid under protest. Also department has raised demand of ` 36.78 Lakhs (Previous Year ` 36.78 Lakhs) towards interest against which we have paid ` 20.48 Lakhs (Previous Year ` 20.48 Lakhs) under protest and balance interest demand is stayed.

(xxii) Demand raised by Uttar Pradesh Commercial Taxes Deptt. 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 and stay granted.

(xxiii) Demand raised by Uttar Pradesh Commercial Taxes, Zone-I, Ghaziabad on account of penalty of ` nil (Previous Year ` 59.61 Lakhs) for non payment of VAT for the Month January, 2014. We have deposited ` 2.98 Lakhs (Previous Year ` 2.98 Lakhs) under protest and filed an Appeal before Additional commissioner (Appeal), Commercial Taxes, Ghaziabad against the order of Joint Commissioner (Corporate Circle), Commercial Taxes, Zone-I, Ghaziabad. The Additional commissioner (Appeal), Commercial Taxes, Ghaziabad has decided the appeal in favour of the Company and withdrawn the penalty of ` 59.61 Lakhs as well as ordered to refund/ adjust the deposited amount of ` 2.98 Lakhs.

(xxiv) Demand raised by Uttar Pradesh Commercial Taxes, Zone-I, Ghaziabad on account of penalty of ` nil (Previous Year ` 24.72 Lakhs ) for non payment of VAT for the Month February, 2014. We have deposited ` 1.23 Lakhs (Previous Year ` 1.23 Lakhs) under protest and filed an Appeal before Additional commissioner (Appeal), Commercial Taxes, Ghaziabad against the order of Joint Commissioner (Corporate Circle), Commercial Taxes, Zone-I, Ghaziabad. The Additional commissioner (Appeal), Commercial Taxes, Ghaziabad has decided the appeal in favour of the Company and withdrawn the penalty of ` 24.72 Lakhs as well as ordered to refund/ adjust the deposited amount of ` 1.23 Lakhs.

(xxv) Joint Commissioner, Commercial Taxes, Ghaziabad has imposed penalty of ̀ nil (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. The Additional commissioner (Appeal), Commercial Taxes, Ghaziabad has decided the appeal in favour of the Company and withdrawn the demand as well as ordered for refund/ adjustment of the amount deposited.

Joint Commissioner, Commercial Taxes, Ghaziabad has imposed penalty of ` 0.62 Lakhs (Previous Year ` 0.62 Lakhs) on account of incomplete documents carried by Truck of Cement. The Truck driver has deposited ` 0.31 Lakhs (Previous Year ` 0.31 Lakhs) as security and ` 0.16 Lakhs (Previous Year ` 0.16 Lakhs) deposited by the Company under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(xxvi) Joint Commissioner, Commercial Taxes, Ghaziabad has imposed penalty of ` 0.48 Lakhs (Previous Year ` 0.48 Lakhs) on account of truck carrying cement was found by Asst. Commissioner, Mobile Squad, U P Commercial Taxes, Agra at different destination than what is mentioned in the papers available with the truck driver. We have deposited ` 0.18 Lakhs (Previous Year ` 0.18 Lakhs) under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(xxvii) The Joint commissioner (Corporate Circle), Uttar Pradesh Commercial Taxes, Ghaziabad has passed the Assessment order for the year 2008-09, 2009-10 & 2010-11 and raised additional demand of ` 9.34 Lakhs (Previous Year ` 10.21 Lakhs). The case for the year 2008-09 is pending before Additional Commissioner, Grade 2 (Appeal)-I, Commercial Taxes Ghaziabad. Against demand of ` 4.01 Lakhs (Previous Year ` 4.88 Lakhs) for the year 2008-09, ` 2.47 Lakhs (Previous Year ` 2.45 Lakhs) deposited under protest and stay granted for ` 1.54 Lakhs (Previous Year ` 2.43 Lakhs). The case for the year 2009-10 is pending before the Commercial Tax Tribunal Bench, Ghaziabad. Against demand of ` 3.21 Lakhs (Previous Year ` 3.21 Lakhs) for the year 2009-10, ` 0.80 Lakhs (Previous Year ` 0.80 Lakhs) deposited under protest and stay granted for ` 2.41 Lakhs (Previous Year ` 2.41 Lakhs). The case for the year 2010-11 is pending before the Commercial Tax Tribunal Bench, Ghaziabad. Against demand of ` 2.12 Lakhs (Previous Year ` 2.12 Lakhs) for the year 2010-11, ` 0.71 Lakhs (Previous Year ` 0.42 Lakhs) deposited under protest and stay granted for ` 1.41 Lakhs (Previous Year ` 1.70 Lakhs).

(xxviii) AVATO, Department of Trade & Taxes, Delhi has imposed penalty of ` 36.08 Lakhs (Previous Year ` 36.08 Lakhs) on account of delay in deposit of Delhi VAT for second, third and fourth quarter of 2013-14. We have filed an appeal before Appellate Authority, Department of Trade & Taxes, Govt. of NCT of Delhi.



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AVATO, Department of Trade & Taxes, Delhi has imposed penalty of ` 4.88 Lakhs (Previous Year ` 4.88 Lakhs) on account of delay in deposit of Delhi VAT for first and second quarter of 2014-15. We have filed an appeal before Appellate Authority, Department of Trade & Taxes, Govt. of NCT of Delhi.

(xxix) Demand raised by Joint Commissioner (Corporate Circle) - I, Uttar Pradesh Commercial Taxes, Zone-I, Ghaziabad of ` 0.85 Lakhs (Previous Year ` nil) on account of disallowing the shortage claim of cement. The Company has filed an Appeal before Additional Commissioner, Grade - II (Appeal - I), Commercial Taxes, Ghaziabad who has granted the stay for 50% of demand and towards unstayed demand we have deposited ` 0.42 Lakhs (Previous Year ` nil) under protest.

(xxx) Demand raised by Joint Commissioner (Corporate Circle) - I, Uttar Pradesh Commercial Taxes, Zone-I, Ghaziabad of ` 4.58 Lakhs (Previous Year ` nil) on account of disallowing the shortage claim of cement and non submission of form D for the cement supplied to SEZ units on nil VAT. The Company has filed an Appeal before Additional Commissioner, Grade - II (Appeal - I), Commercial Taxes, Ghaziabad who has granted the stay for 80% of demand and towards unstayed demand we have deposited ` 0.92 Lakhs (Previous Year ` nil) under protest.

(xxxi) Demand raised by Deputy Commissioner, Commercial Taxes, Corporate Cell, Gujarat of ` 12.77 Lakhs (Previous Year ` nil) and interest of ` 8.62 Lakhs (Previous Year ` nil) on account of disallowing credit of entry tax paid in respect of shortage of cement. The Company has filed an Appeal before Joint Commissioner, Commercial Taxes, Division - I, Gujarat.

(xxxii) Letter of Credit opened by banks on behalf of the Company ` 138.00 Lakhs (Previous Year ` 233.64 Lakhs).

(xxxiii) Guarantees given by Banks ` 461.14 Lakhs (Previous Year ` 362.29 Lakhs).

(xxxiv) Corporate Guarantees given to Banks in respect of loans to subsidiaries, step down subsidiaries, holding Company and its other subsidiaries / step down subsidiaries ` 241,407.86 Lakhs (Previous Year ` 229,446.40 Lakhs).

(xxxv) Claims against the Company not acknowledged as debts in respect of certain Income Tax matters ` 2,057.58 Lakhs (Previous Year ` 3,490.24 Lakhs).

(xxxvi) Under the Rajasthan Finance Act, 2006, the Assessing Authority has assessed land tax on leasehold land for the year 2006-07 to 2012-13 and raised demand notices for ` 1,987.50 Lakhs (Previous Year ` 1,987.50 Lakhs). The matter was challenged by the Company in Hon’ble Rajasthan High Court, Jaipur. Hon’ble High Court has granted stay on demand notices and ordered to deposit certain amount in respect of each year. The Company has already deposited ` 48 Lakhs (Previous Year ` 48 Lakhs) in advance for the year 2006-07, ` 150 Lakhs (Previous Year ` 150 Lakhs) in the year 2012-13 and ` 36 Lakhs (Previous Year ` 36 Lakhs) in the year 2013-14 towards the demands for the year 2007-08 to 2012-13 in compliance of the orders of Hon’ble High Court. The matter is already protested & is sub-judice.

(xxxvii) The Commercial Taxes Officer, Anti Evision, Jaipur issued demand notice for the assessment year 2006-07. He has disallowed the input tax credit (ITC) in respect of certain items, which can be allowable as the same were used towards manufacturing of cement & clinker. Further, demand has been also raised in respect of sale of items out of purchases made against ‘C’ form. However, the Company has not made any such sale from the purchases made against ‘C’ form. Total demand raised of ` 482.02 Lakhs (Previous Year ` 433.93 Lakhs) including ` 364.74 Lakhs (Previous Year ` 316.65 Lakhs) towards interest & penalty. The matter was challenged by us in Hon’ble Appellate Authority, Jodhpur. The case was heard & order has been passed by Hon’ble Appellate Authority, Jodhpur. The Hon’ble Appellate Authority, Jodhpur has set aside the demand and order has been passed in favour of the Company. Aggrieved from this, the Commercial Taxes Officer has filed an appeal before Hon’ble Rajasthan Tax Board, Ajmer against the order passed by Hon’ble Appellate Authority, Jodhpur. The Hon’ble Rajasthan Tax Board, Ajmer has set aside the penalty of ` 234.56 Lakhs (Previous Year ` 234.56 Lakhs) but has disallowed the claim of ITC and remanded the matter pertaining to levy of tax on sale of items out of purchases made against ‘C’ form. We have deposited ` 14.17 Lakhs (Previous Year ` 14.17 Lakhs) under protest. Aggrieved from this, the Company has filed writ petition before Hon’ble Rajasthan High Court, Jodhpur against the order passed by Hon’ble Rajasthan Tax Board, Ajmer. The said petition was admitted by the Hon’ble Court and stay was granted in favour of the Company.

(xxxviii) The Commercial Taxes Officer, Anti Evision, Jaipur issued demand notice for the assessment year 2007-08 to 2010-11. He has disallowed the input tax credit (ITC) in respect of certain items, which can be allowable as the same were used towards manufacturing of cement & clinker. Further, demand has been also raised in respect of sale of items out of purchases made against ‘C’ form. However, the Company has not made any such sale from the purchases made against ‘C’ form. Total demand raised of ̀ 555.84 Lakhs (Previous Year ` 525.75 Lakhs) including ` 404.40 Lakhs (Previous Year ` 376.32 Lakhs) towards interest & penalty. The matter was challenged by us in Hon’ble Appellate Authority, Jodhpur. The case was heard & order has been passed by Hon’ble Appellate Authority, Jodhpur. The Hon’ble Appellate Authority, Jodhpur has set aside the penalty of ` 298.87 Lakhs (Previous Year ` 298.87 Lakhs) but disallowed the claim of ITC and remanded the matter pertaining to levy of tax on sale of items out of purchases made against ‘C’ form & reversal of input tax credit on CPP items. We have deposited ` 199.93 Lakhs (Previous Year ` 162.99 Lakhs) in compliance of orders passed by Appellate Authority, Jodhpur. Aggrieved from this, the Company has filed 2nd appeal before Hon’ble Rajasthan Tax Board, Ajmer against the order passed by Hon’ble Appellate Authority, Jodhpur and the matter is pending for decision.



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(xxxix) 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 Govt. 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 Govt. on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices of ` 64.37 Lakhs (Previous Year ` 64.37 Lakhs) including interest of ` 25.94 Lakhs (Previous Year ` 25.94 Lakhs) in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Hon’ble Rajasthan High Court, Jodhpur. The Company has deposited ` 3.84 Lakhs (Previous Year ` 3.84 Lakhs) under protest towards mandatory pre-deposit for filing of appeal. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against submission of bank guarantee for the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank guarantees of ` 60.52 Lakhs (Previous Year ` 60.52 Lakhs) to the Assessing Authority, Commercial Taxes Deptt., Pali.

(xxxx) The Assistant Commissioner, Anti Evasion, Pali has raised demand of ` 1,170.34 Lakhs (Previous Year ` nil) for the year 2012-13 including interest of ` 325.86 Lakhs (Previous Year ` nil). The Assistant Commissioner has wrongly levied Purchase Tax on Royalty on Trademark & also levied sales tax on freight on non-trade sales, etc. The matter was challenged by the Company before Hon’ble Appellate Authority, Jodhpur. The Company has deposited ` 84.45 Lakhs (Previous Year ` nil) under protest towards mandatory pre-deposit for filing of appeal. The case is pending for decision before Hon’ble Appellate Authority.

(xxxxi) The Assistant Commissioner, Pali has raised demand of ` 81.98 Lakhs (Previous Year ` nil) including interest of ` 18.41 Lakhs (Previous Year ` nil). The Assistant Commissioner has disallowed the input tax credit (ITC) in respect of spares of mining equipments & explosives and raw material & capital goods used for power generation activity. Further,the Assistant Commissioner has also raised demand towards ITC mismatch & differencial tax due to non submission of declaration forms. The matter was challenged by the Company before the Hon’ble Appellate Authority, Jodhpur. The Hon’ble Appellate Authority, Jodhpur granted stay except ITC in respect of raw material & capital goods used for power generation activity of ` 27.90 Lakhs (Previous Year ` nil). Aggrieved from this, the Company has filed 2nd appeal before the Hon’ble Rajasthan Tax Board, Ajmer. The Company has deposited ` 6.36 Lakhs (Previous Year ` nil) under protest towards mandatory pre-deposit for filing of appeal. The matter is pending for decision before the Hon’ble Rajasthan Tax Board, Ajmer.

(xxxxii) In the matter of sales tax incentive scheme, the Company has not made any provision towards interest demand of ` 35,099.24 Lakhs (Previous Year ` 33,441.62 Lakhs) against which ` 3,077.93 Lakhs (Previous Year ` 3,077.93 Lakhs) has been paid under protest and the matter is subjudice (refer note no. 29).

NOTE NO. - 28Claims against the Company not acknowledged as debts :

(i) Quality claims ` 29.44 Lakhs (Previous Year ` 7.64 Lakhs)

(ii) Other Matters ` 551.09 Lakhs (Previous Year ` 0.25 Lakhs)

NOTE NO. - 29The 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 ` 20266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon’ble Rajasthan High Court, Jodhpur contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Hon’ble High Court has dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Hon’ble Supreme Court.

Hon’ble Supreme Court has decided the case against the Company. As per order, the Company is eligible for 25% sales tax incentive for 7 years only. After decision of Hon’ble Supreme Court, the assessing authority passed revised assessment orders and raised demand notices for the year 1998-99 to 2007-08 amounting ` 41,421.55 Lakhs (` 16,731.80 Lakhs towards tax & ` 24,689.75 Lakhs towards interest). The Company has accepted the principal tax liability and already made provision towards the tax amount in the books as on 31.03.2014. The Company filed application for grant of instalments for payment of tax amount & also filed application for waiver of interest with the Commissioner, Commercial Taxes Department, Jaipur. The Commissioner, Commercial Taxes Department, Rajasthan has decided the applications and granted 10 installments to make complete payment of principle tax dues by 08.10.2015. Till 31.03.2016, the Company has deposited `14,842 Lakhs in compliance of orders passed by the Commissioner, Commercial Taxes Department, Rajasthan. The Company has not made any provision for interest amounting to ` 1,870.76 lakhs on principal overdue as no demand has been raised for the same. The application for waiver of interest for subjudiced period was rejected and the Commissioner has granted 16 installments to pay the interest amount by 08.03.2017. The Company has filed writ petition in Hon’ble High Court, Jodhpur in respect of rejection of application for waiver of interest and the matter is sub-judice.



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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. The Company has paid ` 2,378.65 Lakhs during 2012-13 & 2013-14.

The Company was eligible for EFCI of ` 48,849.53 Lakhs based on applicable guidelines under the Incentive Scheme, but the amount sanctioned by SLSC was ` 28,047.61 Lakhs against which writ petition was pending with the Hon’ble Rajasthan High Court. The Company has continued to avail the deferment benefit, pending the decision of Hon’ble High Court / State Government. The case was subsequently disposed by Hon’ble High court, Jaipur against the Company, which was challenged by the Company in Hon’ble Supreme Court. But, the same was also decided against the Company.

After disposal of matter by Hon’ble Supreme Court, Commercial Taxes Deptt. has issued demand notice of ` 17,302 Lakhs for the period 30th April, 2008 to 31st August, 2011. Against this principal tax liability, Company has been made complete tax payment up to 31.03.2015. The Commercial Taxes Deptt. has also raised demand of interest amounting ` 3,077.93 Lakhs, for which application for waiver of interest was filed by the Company, but the application was rejected by Commissioner, Commercial Taxes Department, Jaipur. Aggrieved from this, the Company has filed writ petition in Hon’ble High Court, Jaipur. However, the Company has deposited the demand of interest under protest of ` 3,077.93 Lakhs in 2014-15.

The Commercial Taxes Deptt. has also raised demand of interest amounting to ` 6,868.46 Lakhs, for which application for waiver of interest have been filed by the Company and the same are pending with the Commissioner, Commercial Taxes Deptt., Jaipur.

In addition to above, during the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company had availed deferment of 75% of the VAT / CST liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. The matter is pending for decision.

NOTE NO. - 30The Company has not deposited a sum of ` 1,944.79 Lakhs (Previous Year ` 2,187.89 Lakhs) net of ` 1,028.04 Lakhs (Previous Year ` 723.76 Lakhs) paid under protest shown as current liability in note no. 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 Deptt., Pali for notice issued under section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner should 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 ` 1,028.04 Lakhs (Previous Year ` 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. - 31The 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 ` (740.72) Lakhs [Previous Year ` (271.19) Lakhs] is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit & loss account.

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

Sr.No.

Particulars Security Repayments and overdues

31st March, 2016 31st March, 2015

Term Loan working Capital

Term Loan Working Capital

A. Consortium of Banks & Financial Institutions

Note no. 1 Note no. 3 152,253.38 3,056.97 261,609.09 4,904.04

B. EARC* Trust (Bucket 1) Note no. 1 Note no. 4 126,060.91 - - -C. EARC* Trust (Bucket 2) Note no. 2 Note no. 4 28,969.09 - - -D. Syndicate Bank Note no. 2 Note no. 4 - - 22,759.33 -

Total 307,283.38 3,056.97 284,368.42 4,904.04

* Edelweiss Asset Reconstruction Company (EARC).



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NOTES -1 Term Loans/ working capital facilities are Secured/to be secured respectively by a) First / Second pari passu charge on the Fixed Assets,

both present & future and Second / First paripassu charge on the current assets of the Company, (b) Personal Guarantee of a promoter Director, (c) Pledge of 42.55%, being 80,258,854 Equity Shares of Binani Cement Limited (BCL) held by BIL on first pari passu basis along with the Working Capital Lenders, (d) Pledge of 51.28%, being 15,175,804 Equity Shares of Binani Industries Limited (BIL) held by its Promoters on first pari passu basis along with Working Capital Lenders (sought for waiver), (e) Corporate Guarantee of BIL and (f) Charge on brand "BINANI" on pari passu basis.

2 ` 962.83 Lakhs is secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) First pari passu charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

` 9,793.43 Lakhs is secured by a) First pari passu charge on Fixed Assets of the Company both present and future and b) Personal Guarantee of a Promoter Director.

` 8,195.25 Lakhs is secured by Second pari passu charge on the Company's fixed assets both present and future.

` 10,017.58 Lakhs is secured by a) First pari passu charge on fixed assets of the Company both present & future and b) Corporate Guarantee of Binani Industries Limited.

3 Consourtium of Bank Loans - Loans of ` 139,175.97 Lakhs are repayable in 32 structured quarterly installments beginning from June 30th 2016, ` 13,077.41 Lakhs are payable in 12 structured quarterly installments from June 30th 2016.

There is a delay in payment of interest of ` 10,005.43 Lakhs from 1st day to 23 months.

4 During the year, the Company's lenders have assigned the loans to Edelweiss Asset Reconstruction Company ("EARC"). Post the assignment, the Company has approached the lenders for restructuring of its loan. The terms of repayments, rate of interest and other terms and conditions are not finalised with EARC, current maturities on long term borrowings have not been classified separately and no interest on the term loans have been provided from the date of assignment of loan to EARC till the balance sheet date.

NOTE NO. - 33The Company has also made defaults in repayment of loan amounting ` 1,099.00 Lakhs for the period of three months to five months and payment of Interest of unsecured term loan (Commercial Paper from United Bank of India) amounting to ` 109.42 Lakhs for the period of one day to five months.

NOTE NO. - 34(A) RAw MATERIAL CONSUMPTION : (` in Lakhs)

PARTICULARS 31st March, 2016 31st March, 2015 Quantity (MT) value Quantity (MT) Value

Indigenous Limestone* 5,053,909 7,114.45 5,356,265 5,674.86 Silica Sand (with iron ore / red ochre) 4,683 38.03 7,851 58.07 Gypsum 279,393 4,497.40 292,229 4,982.13 Fly ash 396,269 3,342.56 499,420 5,704.26 TOTAL 14,992.44 16,419.32

* Direct Cost of mining and crushing including Royalty and Cess, contribution to District Mineral Foundation (DMF) & National Mineral Exploration Trust (NMET).

(B) SPARES AND COMPONENTS CONSUMED : (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015

value % Value %Imported 660.70 21.55 1,821.08 35.83Indigenous 2,405.90 78.45 3,261.01 64.17TOTAL 3,066.60 100.00 5,082.09 100.00



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NOTE NO. - 35MANAgERIAL REMUNERATION (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015 Salary 36.86 110.57 Perquisites 7.47 21.05TOTAL 44.32 131.62

NOTE NO. - 36vALUE OF IMPORTS CALCULATED ON C.I.F. BASIS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015Capital Goods - 7.95Components and Spare parts of Machinery 57.63 1,429.38TOTAL 57.63 1,437.33

NOTE NO. - 37ExPENDITURE IN FOREIgN CURRENCY (ON ACCRUAL BASIS) (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015 Interest - 98.09 Consultancy 11.44 23.61 Others 19.39 28.36TOTAL 30.82 150.07

NOTE NO. - 38REMUNERATION TO AUDITORS (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015 Statutory Auditors As Auditor 18.00 15.00 For tax audit 6.00 3.75 For other services 6.01 18.25 For certifications / others 7.10 13.18 For reimbursement of expenses 2.28 1.61TOTAL 39.39 51.79 Cost Auditors As Auditor 1.00 1.00 For certifications / others 0.13 0.23 For Reimbursement of expenses 0.20 0.23TOTAL 1.33 1.45

NOTE NO. - 39Selling and Administration Expenses includes ` nil (Previous Year ` 1,240 Lakhs) paid to Binani Industries Ltd. (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provided the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` nil (Previous Year ` 3,419.67 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. BIL has stopped charging both the above services w.e.f. 13.12.2014.



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NOTE NO. - 40The Company is having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under:

(` in Lakhs)

PARTICULARS 31st March, 2016 31st March, 2015 Balance Brought forward 6,676.11 5,735.33 Other Operating Expenses - 1.28 Repairs and Maintenance - 4.27 Management / Consultancy Fee 25.63 999.55 Insurance - 4.01 Other Sundry Expenses 0.47 (9.14) Depreciation 0.05 0.07 Exchange Loss (net) 0.32 0.22 Financial / Bank Charges 68.33 -

6,770.91 6,735.59 Less : Capitalised 20.18 59.48 Less : Written Off 806.86 - Balance carried forward 5,943.87 6,676.11

NOTE NO. - 41The Company is still in the process of identifying MSME parties as per the (‘The Micro Small & Medium Enterprises Development Act 2006’) and accordingly no provision of interest has been made during the year, (previous year NIL) in the books of accounts. The applicable interest is being paid as and when claimed by any of the enterprise covered under MSME Act, 2006.

NOTE NO. - 42The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:

(` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015

a) Deferred Tax LiabilityDepreciation 19,942.49 20,254.28Total (a) 19,942.49 20,254.28

b) Deferred Tax AssetDisallowance under Income Tax Act, 1961 (19,107.53) (13,029.47)Unabsorbed Depreciation and Business Loss (7,484.19) (1,218.06)Total (b) (26,591.72) (14,247.53)Deferred Tax Liability/ (Assets) - (a+b) (6,649.22) 6,006.75Less: Provided upto last year - Liability / (Assets) 6,006.75 10,250.68Deferred Tax for the year - Liability / (Assets) (12,655.97) (4,243.93)Recognised in P&L for the year - Liability / (Assets) * (6,006.75) (4,243.93)

* In the absence of virtual certainty, Deferred Tax Asset on account of unabsorbed depreciation and business loss has been recognised in the statement of profit & loss to the extent it can be realised against reversal of deferred tax liability as on 31st March 2015 i.e. ` 6,006.75 Lakhs.

NOTE NO. - 43The 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.



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NOTE NO. - 44PURChASE OF STOCK-IN-TRADE (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015 Cement - 1.61Total - 1.61

NOTE NO. - 45PARTICULARS OF UNhEDgED FOREIgN CURRENCY ExPOSURE AS AT BALANCE ShEET DATE

(` in Lakhs)PARTICULARS Currency 31st March, 2016 31st March, 2015 Outstanding Creditors for Coal USD 8,858.94 4,215.18 Outstanding Creditors for Machinery USD 8.70 8.22 Outstanding Creditors for Spares DKK 0.98 69.06 Outstanding Creditors for Spares USD 0.11 0.10 Outstanding Creditors for Spares EURO 3.82 108.93 Advance from Customer (Binani Cement Factory LLC, Dubai) USD 3,338.50 -

NOTE NO. - 46Related 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

CompanySubsidiary/ stepdown

subsidiary / Associates

Fellow Subsidiary

Key Management Personnel (KMP)/ Relatives of KMP/ Enterprises where Key Management Personnel has got

significant influence

Total

A. TRANSACTIONSSale of Cement

G D Binani Charitable Foundation - - - 16.16 16.16 - - - (17.24) (17.24)

Advance Received Against Sale Order of ClinkerBinani Cement Factory Dubai LLC - 3,191.25 - - 3,191.25

- - - - -Interest Income on ICD

Binani Industries Limited - - - - - (12,753.87) - - - (12,753.87)

Issue of Preference Share CapitalBinani Industries Limited - - - - -

(6,002.00) - - - (6,002.00)Service Charges for office facilities/ vehicle etc.

Triton Trading Co. Pvt. Limited - - - 145.65 145.65 - - - (132.20) (132.20)

Service Charges for office facilities/ vehicle etc.Binani Metals Ltd.# 31.56 - - - 31.56

- - - (29.82) (29.82)



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Fellow Subsidiary



Total

Service Charges for Advertisement/ Sales Promotion & Purchase of gift items, etc.

Media Magix (Div. of Binani Metals Ltd.)# 2,593.82 - - - 2,593.82 - (1,570.51) (1,570.51)

Service Charges for Advertisement/ Sales Promotion, etc.

Asian Industry (Div. of Binani Metals Ltd.)# 24.50 - - - 24.50 - - - (5.85) (5.85)

Execution of transportation / other services contractDhaneshawar Solution - A Division of Binani Metals Ltd.#

21,531.00 - - - 21,531.00

- - - (44,185.34) (44,185.34)Interest Expenses

Binani Metals Ltd.# 1.11 - - - 1.11 - - - - -

Service Charges for Manpower SupplyNirbhay Management Services Private Limited - - 768.85 - 768.85

- - - - -Purchases of Assets (at Cost)

Binani Ready Mix Concrete Ltd. - - - - - - (8.99) - - (8.99)

Inter Corporate Deposit receivedBinani Metals Ltd.# 1,150.00 - - - 1,150.00

- - - - -Paid for works / supply contract

BIL Infratech Ltd. - - - - - - - (938.50) - (938.50)

Interest Income on AdvanceBIL Infratech Ltd. - - - - -

- - (400.00) - (400.00)Directors Sitting Fees

Mr. Braj Binani - - - 1.35 1.35 - - - (1.70) (1.70)

Loans and advances given/ (recovered)Shandong Binani Rong'An Cement Co. Ltd., China (SBRCC)

- 1.85 - - 1.85

- (1.20) - (1.20)Binani Cement Factory Dubai LLC - 0.15 - - 0.15

- - - - -



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Fellow Subsidiary



Total

BALANCE AS AT 31ST MARCh 2016ASSETSInvestments / Advance for Investments

Krishna Holdings Pte. Ltd. - 18,415.25 - - 18,415.25 (18,415.25) (18,415.25)

Mukundan Holdings Ltd. - 45,015.69 - - 45,015.69 - (45,015.69) - - (45,015.69)

Murari Holdings Ltd. - 35,688.38 - - 35,688.38 - (35,688.38) - - (35,688.38)

Bhumi Resources (Singapore) Pte. Ltd. - 6,797.53 - - 6,797.53 - (6,797.53) - - (6,797.53)

Swiss Merchandise Infrastructure Ltd. - 5.00 - - 5.00 - (5.00) - - (5.00)

Merit Plaza Ltd. - 5.00 - - 5.00 - (5.00) - - (5.00)

Binani Energy Pvt. Ltd. - 3.18 - - 3.18 - (3.18) - - (3.18)

Loans and AdvancesSwiss Merchandise Infrastructure Ltd. - 5,821.00 - - 5,821.00

- (5,821.00) - - (5,821.00)Merit Plaza Ltd. - 4,330.00 - - 4,330.00

- (4,330.00) - - (4,330.00)Triton Trading Co. Pvt. Ltd. - - - 15.68 15.68

- - - (58.94) (58.94)Binani Industries Ltd. 0.12 0.12

- -Other Current Assets

Interest ReceivableBinani Industries Ltd. 12,114.97 - - - 12,114.97

(16,354.58) - - - (16,354.58)Inter Corporate Deposit givenBinani Industries Ltd. 114,857.24 - - - 114,857.24

(114,857.24) - - - (114,857.24)LIABILITIESTrade Payables

Asian Industry (Div. of Binani Metals Ltd.)# 29.74 - - - 29.74 - - - (5.73) (5.73)

Media Magix (Div. of Binani Metals Ltd.)# 2,277.71 - - - 2,277.71 - - - (1,514.90) (1,514.90)



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Fellow Subsidiary



Total

Dhaneshawar Solution - A Division of Binani Metals Ltd.#

1,865.71 - - - 1,865.71

- - - (1,644.51) (1,644.51)Binani Industries Limited - - - - -

(1,980.81) - - - (1,980.81)Nirbhay Management Services Private Limited - - 444.70 - 444.70

- - - - -Binani Metals Ltd.# 28.55 - - - 28.55

- - - (2.70) (2.70)Other Payables

Shandong Binani Rong'An Cement Co. Ltd., China (SBRCC)

- 1.41 - - 1.41

- (3.25) - - (3.25)Binani Cement Factory Dubai LLC - 3,338.73 - - 3,338.73

- (0.37) - - (0.37)G D Binani Charitable Foundation - - - 0.22 0.22

- - - (0.16) (0.16)(Figures in bracket pertain to previous year)

# Binani Metals Limited has been merged with Binani Industries Limited w.e.f. 01.04.2015 vide H’onble Kolkata High Court order dated 21.01.2016.

Note:

1 The remuneration paid to key management personnel Mr. Jotirmoy Ghose - ` 44.32 Lakhs (Previous Year ` 131.62 Lakhs), Mr. K. K. Jain - ` nil (Previous Year ̀ 38.62 Lakhs), Mr. V. Srikrishnan ̀ 15.64 Lakhs (Previous Year ̀ nil), Mr. Amit Kumar Gupta - ̀ 39.90 Lakhs (Previous Year ` 25.28 Lakhs), Mr. Atul Falgunia - ` nil (Previous Year ` 8.79 Lakhs). The payments, during the previous year, towards Management Services Fee & Royalty to Holding Company have been separately disclosed vide note no. 39.

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

3 Guarantee given by the Company to Banks for loans given to related parties are disclosed in note no. 27 (xxxiv).

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Subsidiaries / step down subsidiaries where control exists : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited, Swiss Merchandise Infrastructure Ltd., Merit Plaza Ltd., Bhumi Resources (Singapore) Pte Limited, Binani Ready Mix Concrete Limited, BC Tradelink Limited, Binani Cement Tanzania Ltd., Binani Cement (Uganda) Ltd.*, PT Anggana Energy Resources, Shandong Binani Rong’an Cement Company Limited (SBRCC), Binani Cement Factory LLC (BCF), Binani Energy Pvt. Ltd., Binani Cement Fujairah LLC.

c) Fellow Subsidiary : Edayar Zinc Limited (EZL) – Formerly Binani Zinc Ltd. (BZL), Goa Glass Fibre Limited (GGFL), BIL Infratech Ltd., 3B Binani Glass Fibre S.a.r.l. (3B Binani), Royalvision Projects Pvt. Ltd. (RPPL), Royalvision Infratech Private Limited**, Royalvision Concrete Private Limited**, RBG Minerals Industries Limited, Global Composites Holdings Inc. (formerly CPI Binani Inc.), Binani Global Cement Holdings Private Limited, Project Bird Holding II S.a.r.l (PBH II), 3B Fibreglass SPRL, 3B-Fibreglass A/S and Tunfib S.a.r.l., Nirbhay Management Services Private Limited.

d) Key Management Personnel : Mr. Braj Binani, Mr. Jotirmoy Ghose, Mr. V. Srikrishnan (w.e.f 08.06.2015 to 11.07.2015) and Mr. Amit Kumar Gupta (upto 31.03.2016).



68

e) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani with Triton Trading Co. Pvt. Ltd.

f) Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).

* These Companies are under liquidation. ** Application submitted for striking off under Fast Track Exit Scheme.

5 The Company has given Inter-Corporate Deposits (Including interest receivable) to its Holding Company amounting to ` 1,26,972.21 Lakhs, as per Management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the Company in its board meeting have decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited effective April 01, 2015. The Company has received appropriate opinion to ensure its compliance with the statutory regulations.

NOTE NO. - 47

EARNINg PER ShARE IS CALCULATED AS FOLLOwS:PARTICULARS 31st March, 2016 31st March, 2015Loss after tax (28,896.97) (10,488.16)Equity shares outstanding as at the year end (in Nos.) 188,601,274 188,601,274Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share (in Nos.)

188,601,274 188,601,274

Nominal Value per Equity Share (in `) 10/- 10/-Earning Per Share (Basic and Diluted) (in `) (15.32) (5.56)

NOTE NO. - 48

EMPLOYEE BENEFITS a) Defined Contribution Plans : During the year the Company has recognised ` 268.82 Lakhs (Previous Year ` 294.87 Lakhs) in the Profit and Loss Account on account

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

b) Defined benefit plans : as per actuarial valuation on 31st March, 2016

(` in Lakhs)

PARTICULARS gratuity Funded Leave Encashment Non-Funded

I Expenses recognised in the Statement of Profit & Loss

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015

1 Current Service Cost * 84.74 92.23 28.16 31.42

2 Interest Cost 60.00 67.70 - -

3 Employee Contributions - - - -

4 Expected return on plan assets (38.98) (52.84) - -

5 Net Actuarial (Gains) / Losses 34.72 18.50 - -

6 Past service cost - - - -

7 Settlement cost - - - -

8 Total expenses 140.48 125.58 28.16 31.42

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

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

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015

1 Present value of Defined Benefit Obligation 814.65 750.02 291.70 263.54

2 Fair value of plan assets 431.43 487.28 - -

3 Funded status [Surplus/(Deficit)] (383.22) (262.74) - -

4 Net asset/(liability) (383.22) (262.74) (291.70) (263.54)



69

(` in Lakhs)

PARTICULARS gratuity Funded Leave Encashment Non-Funded

III Change in obligation during the year 31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015

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

750.02 727.14 263.54 232.12

2 Current Service cost * 84.74 92.23 28.16 31.42

3 Interest cost 60.00 67.70

4 Settlement cost - - - -

5 Past service cost - 27.43 - -

6 Employee Contributions - - - -

7 Actuarial (Gains) / Losses 38.13 21.43 - -8 Benefits Payments (118.24) (185.91) - -9 Present value of Defined Benefit Obligation

at the end of the year 814.65 750.02 291.70 263.54

* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowancePARTICULARS gratuity FundedIv Change in Assets during the Year 31st March, 2016 31st March, 20151 Plan assets at the beginning of the year 487.28 607.402 Assets acquired on amalgamation in previous year - -3 Settlements - -4 Expected return on plan assets 38.98 52.845 Contributions by Employer 20.00 10.006 Actual benefits paid (118.24) (185.91)7 Actuarial (Gains) / Losses 3.41 2.948 Actual return on plan assets - -9 Plan assets at the end of the year 431.43 487.28v The major categories of plan assets as a percentage of total plan

Qualifying Insurance Policy YES YESvI Actuarial

Discount Rate 8.27% 8.00%Rate of Return on Plan Assets 8.27% 8.00%Salary Escalation 7% 7%Attrition rate 2% 2%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is ` 291.70 Lakhs (Previous Year ` 263.54 Lakhs) based upon following assumptions.

Discount Rate 8.27% 8.00%Salary Escalation 7% 7%

c) The Company has not considered any provision towards employee loyalty program as the same is accounted on payment basis. During the year ` 7.46 Lakhs (Previous Year ` 2.76 Lakhs) has been paid towards loyalty program.



70

NOTE NO. - 49OPERATINg LEASE

a) Future Lease Rental payments (` in Lakhs)PARTICULARS 31st March, 2016 31st March, 2015 i) Not later than one year 6.46 21.72 ii) Later than one year and not later than five years - 0.85 iii) Later than five years - -

b) Operating lease payment recognised in Profit & Loss Account amounting to ` 539.67 Lakhs (Previous Year ` 514.81 Lakhs).c) General description of the leasing arrangement:

i) Leased Assets: Car, Godowns and Office.ii) Future lease rentals are determined on the basis of agreed terms.iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in writing.

NOTE NO. - 50

Trade Receivables of ` 881.35 Lakhs (Previous Year ` 2,503.83 Lakhs) have been netted off against advance received towards those sales and the excess of advance over such receivables amounting to ` 48.62 Lakhs (Previous Year ` 3,068.47 Lakhs) has been shown under other current liability. Such advances are settled after full amount is received from the debtors.

NOTE NO. - 51

The Competition Commission of India (CCI) vide its order dated June 20, 2012 had imposed a penalty of ` 16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. The Company had filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid Order of CCI. The COMPAT,vide its order dated 11/12/2015, has set aside the order passed by the CCI and directed the CCI to hear the matter afresh.

NOTE NO. - 52

The Company has not made provision of ` 5,843 Lakhs (Previous Year ` nil) towards non fulfilment of Renewable Power Obligation (RPO) as per the guidelines of Rajasthan Electricity Regulatory Commission (RERC) as the Company is of the contention no demand has been raised as of the balance sheet date.

NOTE NO. - 53

The Company has not achieved the target as required by the Perform Achieve & Trade (“PAT”) cycle 1 (FY 2012-2015) as per the assessment carried by external auditor monitoring and verification. The Company has not made any provision which may arise, as the Company is of the contention no demand has been raised as of the balance sheet date.

NOTE NO. - 54

During the previous year, consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, the Company has calculated depreciation on the basis of the useful life of assets as prescribed in part ‘C’ of schedule II of the Act and the same has been provided for the year 2014-15. Depreciation for the previous year was lower by ` 2,963 Lakhs due to change in the rate of depreciation based on useful life of certain assets. An amount of ̀ 987.68 Lakhs, being the carrying amount of certain assets at the beginning of the previous year had been adjusted to the Retained Earnings in the previous year, where remaining useful life of those assets is nil.

NOTE NO. - 55

During the previous year, the Board of Director of the Company had decided to withdraw the scheme for hive off of Power Undertaking to Binani Energy Pvt. Ltd. which was proposed in the year 2013. Necessary application for withdrawal of the scheme was filed before Hon’ble High Court of Kolkata and the same has been accepted.



71










NOTE NO. - 56

Trade deposits includes deposits mainly from Dealers and Market Organizers, have classified as a long term liability, keeping in the view the arrangement with them considering long term business associations.

NOTE NO. - 57

During the previous year, the Company has provided the interest U/s 234 B and 234 C of Income Tax Act, 1961 of ` 1,282.79 Lakhs, related to earlier financial years, as an exceptional item.

NOTE NO. - 58

The amendment to the Payment of Bonus Act was notified on January – 2016 with retrospective effect from 1st April, 2014 thereby increasing the eligibility limit and amount of bonus. The Company has provided for Bonus for the year 2014-15 as per the provisions of old “Payment of Bonus Act, 1965. The estimated additional payment on account of bonus payment in respect of 2014-15 would be ` 65.91 Lakhs. The Hon’ble High Court of Kerala and certain other High Courts have stayed operation of amendment with retrospective effect. As such, based on the legal advice received by the Company, management has not paid the additional payment of Bonus. However the same has been provided in the financials.

NOTE NO. - 59

The Company had spent an amount of ` 13.04 lakhs in the previous year, towards CSR expenditure as against required to be spent amounting to ` 49.39 lakhs. The remaining unspent amount of ` 36.35 lakhs continues to be carried forward in the current year, out of which ` 18.60 lakhs have been spent towards community welfare activities. During the year the Company is not required to spent any additional amount on CSR activities.

NOTE NO. - 60

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. - 61

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



72

CASh FLOw STATEMENT FOR ThE YEAR ENDED 31ST MARCh, 2016

(` in Lakhs)


A. CASh FLOw FROM OPERATINg ACTIvITIES

Loss before tax (34,903.72) (14,732.09)

Adjustments for :

Depreciation/Amortisation 6,806.89 7,471.38

Interest and Finance Charges 36,847.80 35,325.16

Unrealised Exchange Rate Fluctuation (net) 581.18 97.82

(Profit)/ Loss on Sale/Discard of Fixed Assets 125.39 (0.80)

Dividend Received - (1.33)

Interest Income (369.64) (13,414.24)

Exceptional Items - 1,282.79

Operating Profit before working capital changes 9,087.90 16,028.69

Adjustments for :

Inventories 10,618.69 6,615.73

Trade and Other Receivables (27,942.08) (16,129.97)

Trade and Other Payables 10,332.79 (29,638.06)

Cash generated from Operations 2,097.30 (23,123.61)

Direct Taxes Paid / Refunds (132.33) 1,129.15

Net Cash flow from / (used in) Operating Activities 1,964.97 (21,994.46)

B. CASh FLOw FROM INvESTINg ACTIvITIES

Purchase of Fixed Assets 147.19 (2,123.98)

(including capital work-in-progress)

Sale / Transfer of Fixed Assets 0.19 8.53

Interest and Dividend Income Received 4,650.22 670.87

Other Advances/ Non Current Assets 49.12 3,600.74

Net Cash flow from / (used in) Investing Activities 4,846.72 2,156.16

C. CASh FLOw FROM FINANCINg ACTIvITIES

Proceeds from / transfer of Long Term Borrowings 162,218.61 70,574.50

Repayment of Long Term Borrowings (139,303.65) (4,830.96)

Payment of Deferred Indirect Taxes - (1,434.88)

Inter Corporate Deposit (net) - (1,015.16)

(Repayment of)/ Proceeds from Bank Borrowings (net) (1,847.07) (4,805.60)

Proceeds from Trade Deposits 577.41 (871.31)

Interest and Finance Charges Paid (33,267.65) (35,352.13)

Proceeds from Issue of Preference Share Capital (Refer note no. 46 for related parties)

- 6,002.00

Proceeds from Short Terms Borrowings 575.00 24,226.54

Repayment of Short Terms Borrowings (1,976.00) (26,261.21)

Net Cash flow from / (used in) Financing Activities (13,023.35) 26,231.79


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(` in Lakhs)


D. NET INCREASE/(DECREASE) IN CASh AND CASh EQUIvALENTS (A+B+C) (6,211.66) 6,393.49

E. CASh AND CASh EQUIvALENTS AS AT BEgINNINg OF ThE YEAR 10,872.88 4,479.39

F. CASh AND CASh EQUIvALENTS AS AT END OF ThE YEAR 4,661.22 10,872.88

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 ` 13.22 lakhs (Previous year `16.36 lakhs)

in respect of Unclaimed Dividend, ` 2,733.44 lakhs (Previous year ` 5,457.06 lakhs) as margin / pledge and ` 59.70 Lakhs (Previous year ` nil) in respect of bank accounts freezed by Govt. Authorities, the balance of which is not available to the Company.

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

CASh FLOw STATEMENT FOR ThE YEAR ENDED 31ST MARCh, 2016 (CONT...)











74

To,The Members of Binani Cement LimitedReport on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Binani Cement Limited (hereinafter referred to as “the Company”) and its subsidiaries / jointly controlled entity (collectively referred to as “the Group”), which comprise the consolidated Balance Sheet as at March 31, 2016, 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 (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Company’s Board of Directors are responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.The respective Board of Directors of the Companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

Based on our audit and on consideration of individual audit reports of other auditors on separate financial statements of the components as explained in point 2 of other matters below and financial statements compiled and furnished by the management for remaining components as explained in point 1 and 3 of other matters below and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in 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 consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2016;

(b) in the case of the consolidated Profit and Loss Account, of the loss 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.

Emphasis of Matters:

1. We draw attention to Note 28 to the consolidated financial statements, relating to Sales Tax Matters as per the orders, there is liability on the Company for total interest of ` 35,099.24 Lahks as on March 31, 2016. The Company has filed writ petition / waiver application in the Hon’ble High Court / with concerned authority. The Company has paid ` 3,077.93 lakhs under protest. The management is of the view that it has a good case of getting waiver for interest and hence provision of interest is not required.

INDEPENDENT AUDITOR’S REPORT


75

2. With reference to Note 27, relating to the consolidated financial statements regarding guarantees aggregating of `216,233.44 lakhs issued by the Company to banks and financial institutions in respect of loans given to the Holding Company and fellow subsidiaries which are significant in relation to the net worth of the Company at the year end. In the opinion of the Management, these are not expected to result into any financial liability to the Company.

3. With reference to Note 38, Inter Corporate Deposits (Including interest receivable) given to the Holding Company of ̀ 1,26,972.21 lakhs, as per the management, the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in equity shares of the company. Further, during the year the company in its board meeting has passed a resolution waiving off the interest with effect from April 01, 2015 on the above Inter-Corporate Deposits (ICDs) given to the Holding Company. The company has received appropriate opinion to ensure that this is in compliance with the statutory regulations.

4. During the end of the financial year, the company’s lenders have assigned the loans to Edelweiss Asset Reconstruction Company (“EARC”). Post the assignment, the Company has approached the lenders for restructuring of its loans. The terms of repayments, rate of interest and other terms and conditions are not finalised with EARC, current maturities on long term borrowings have not been classified separately and no interest on the term loans have been provided from the date of assignment of loan to EARC till the balance sheet date.

Our opinion is not qualified in respect of these matters.

Other Matters:

1. We did not audit the financial statements of the 7 foreign subsidiaries (including 3 step down subsidiaries), whose financial statements reflects total assets of ` 312,359.68 lakhs as at March 31, 2016, total revenues of ̀ 54,688.52 lakhs and net cash outflows of 2,092.99 lakhs for the year then ended. These financial statements are unaudited and the management has compiled these financial statements for financial year ending March 31, 2016 as per accounting policies of the Company and for the said purpose management approved accounts for the period from January 2016 to March 2016 have been considered. These financial statements have been audited by other auditors for the financial year ended December 31, 2015 as per respective laws of the other country.

2. Further, we did not audit the financial statements of 4 Indian subsidiaries, whose financial statements reflect total assets of ` 10,183.90 lakhs as at March 31, 2016, revenue of ` 4.46 lakhs and net cash outflow of `0.39 lakhs for the year then ended, as considered in the consolidated financial statements. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and

disclosures included in respect of these Subsidiaries and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report of other auditors.

3. We did not audit the financial statements and financial information of 4 foreign step down subsidiaries/ 1 joint venture, whose financial statements reflect total assets of ` 5,372.17 lakhs as at March 31, 2016, having total revenue of ` 127.66 lakhs and net cash inflow of ` 145.23 lakhs for the year then ended, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries / joint venture and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries / joint venture is based solely on such unaudited financial statements and financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and financial information are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report, to the extent applicable that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.


76

(e) On the basis of the written representations received from the directors of the Company as on March 31, 2016 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies, incorporated in India, none of the directors of the Group companies, incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group as at March 31, 2016.

ii. The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies incorporated in India.


Abuali DarukhanawalaPartnerMembership No.108053



77

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of Binani Cement Limited (“the Company”) and its subsidiary companies which are companies incorporated in India, as of that date. Management’s Responsibility for Internal Financial Controls The Respective Board of Directors of the Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

AnnExuRE - A TO ThE AuDITORS’ REpORT Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.


Abuali DarukhanawalaPartnerMembership No.108053



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(` in Lakhs)pARTICuLARS Note No. 31st March, 2016 31st March, 2015EQuITY AnD LIABILITIESShAREhOLDERS' FunDS

(a) Share Capital 1 24,862.38 24,862.38(b) Reserves and Surplus 2 (4,794.05) 28,705.76

20,068.33 53,568.14MInORITY InTEREST 2,529.06 3,456.38nOn-CuRREnT LIABILITIES

(a) Long-Term Borrowings 3 3,05,111.46 2,86,471.05(b) Deferred Tax Liabilities (net) 35 - 6,006.75(c) Other Long Term Liabilities 4 3,802.86 3,225.45(d) Long Term Provisions 5 783.49 633.47

3,09,697.81 2,96,336.72CuRREnT LIABILITIES

(a) Short-Term Borrowings 6 25,448.16 18,608.77(b) Trade Payables 7 69,054.50 56,645.83(c) Other Current Liabilities 8 88,293.46 84,921.24(d) Short-Term Provisions 9 506.23 316.84

1,83,302.35 1,60,492.68TOTAL 5,15,597.55 5,13,853.92ASSETSnOn-CuRREnT ASSETS

(a) Fixed Assets (i) Tangible Assets 10 1,97,714.53 2,00,434.06 (ii) Intangible Assets 10 62,895.57 59,978.53 (iii) Capital Work-in-Progress 19,560.63 23,945.82

(b) Long Term Loans and Advances 11 20,422.92 20,428.36(c) Other non-current assets 12 43.05 17.48

3,00,636.70 3,04,804.25CuRREnT ASSETS

(a) Inventories 13 14,406.56 25,035.72(b) Trade Receivables 14 55,146.08 25,059.21(c) Cash and Bank Balances 15 5,620.18 13,779.99(d) Short-term Loans and Advances 16 1,25,454.06 1,26,004.17(e) Other Current Assets 17 14,333.97 19,170.58

2,14,960.85 2,09,049.67TOTAL 5,15,597.55 5,13,853.92 SuMMARY OF SIgnIFICAnT ACCOunTIng pOLICIES 25

The accompanying notes are an integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board of DirectorsFor MZSK & Associates Chartered Accountants Firm Registration No. 105047W





hemant paliwal Asst. Vice President (F&A)



COnSOLIDATED BALAnCE ShEET AS AT 31ST MARCh 2016


79

(` in Lakhs)pARTICuLARS Note No. 31st March, 2016 31st March, 2015

InCOME

Revenue from Operations 18 2,28,424.86 2,55,598.89

Less : Excise Duty 24,656.26 26,154.24

Revenue from Operations (net) 2,03,768.60 2,29,444.65

Other Income 19 1,137.45 14,312.66

Total Revenue 2,04,906.05 2,43,757.31

ExpEnSES

Cost of Materials Consumed 20 43,482.23 44,870.40

Purchase of Stock-in-Trade 1,235.95 527.08

Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 4,732.40 1,951.64

Employee Benefits Expenses 21 9,312.54 9,411.17

Financial Costs 22 41,407.80 39,299.75

Depreciation and Amortization Expense 10 13,509.22 13,495.03

Other Expenses 23 1,35,632.92 1,52,622.79

Total Expenses 2,49,313.06 2,62,177.86

(Loss) before prior period item, exceptional and extraordinary items and tax (44,407.01) (18,420.55)

Less - Exceptional Items 50 - 1,282.79

(Loss) Before Tax (44,407.01) (19,703.34)

Tax Expense:

Less -Current Tax 43.92 105.63

Less -Tax of Earlier Years - 31.31

Less -Deferred Tax (net) 35 (6,006.75) (4,243.93)

(Loss) for the period from Continuing Operations (38,444.18) (15,596.35)

Minority Interest (943.62) (426.69)

(Loss) for the period (37,500.56) (15,169.66)

Earning Per Equity Share (in `) 43

Basic (19.88) (8.04)

Diluted (19.88) (8.04)

SuMMARY OF SIgnIFICAnT ACCOunTIng pOLICIES 25










COnSOLIDATED STATEMEnT OF pROFIT AnD LOSS FOR ThE YEAR EnDED 31ST MARCh 2016


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nOTE nO. - 1 ShARE CApITAL (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Authorised 423,899,600 Equity Shares (Previous Year 423,899,600) of `10/- each 30,389.96 30,389.96 12,000,000 Preference Shares (Previous Year 12,000,000) of ` 100/- each 12,000.00 12,000.00

42,389.96 42,389.96 Issued, Subscribed and paid up 188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up 18,860.13 18,860.13 Add: Amount paid up on forfeited Shares 0.25 0.25 Sub-total 18,860.38 18,860.38 6,002,000 (Previous Year 6,002,000) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up

6,002.00 6,002.00

TOTAL 24,862.38 24,862.38

1.1 Reconciliation of number of equity shares outstanding at the beginning and at the end of the yearparticulars 31st March, 2016 31st March, 2015Equity Shares no. of shares (` in Lakhs) No. of shares (` in Lakhs)At the beginning of the year 18,86,01,274 18,860.13 18,86,01,274.00 18,860.13Add: Issued During the year - - - -Outstanding at the end of the year 18,86,01,274 18,860.13 18,86,01,274.00 18,860.13

1.2 Terms / Rights attached to Equity SharesThe 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.

1.3 18,56,49,464 - 98.43% (Previous Year 18,56,49,464 - 98.43%) Equity Shares of Rs 10/- each fully paid-up held by the Holding Company - Binani Industries Limited and its nominees.

1.4 Reconciliation of number of 0.01% non-cumulative redeemable preference shares outstanding at the beginning and at the end of the yearparticulars 31st March, 2016 31st March, 2015preference Shares no. of shares (` in Lakhs) No. of shares (` in Lakhs)At the beginning of the year 60,02,000 6,002.00 60,02,000.00 6,002.00 Add: Issued During the year - - - - Outstanding at the end of the year 60,02,000 6,002.00 60,02,000 6,002.00

1.5 Terms / Rights attached to preference Shares Holder of the Shares shall be entitled to dividend @ 0.01% per annum from the date of allotment.Non-participating and carry a preferential right vis-à-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier.

1.6 6,002,000 - 100% (Previous year 6,002,000 - 100%) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up held by the holding Company - Binani Industries Limited.

1.7 6,002,000 - 0.01% Non-Cumulative Redeemable Preference Shares of ` 100 each, fully paid up, have been issued and allotted, for cash at Par, to Binani Industries Limited in the Financial Year 2014-15.

nOTES TO COnSOLIDATED FInAnCIAL STATEMEnTS FOR ThE YEAR EnDED 31ST MARCh 2016


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nOTE nO. - 2RESERVES & SuRpLuS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Capital Redemption Reserve Opening Balance 1,450.00 1,450.00 Add / Less : Transfer from / (to) Profit and Loss Statement - -

1,450.00 1,450.00 general Reserve Opening Balance 7,843.00 7,843.00 Add: Transfer from Profit and Loss Statement - -

7,843.00 7,843.00Foreign Currency Translation Reserve Opening Balance 33,293.70 28,358.92 Add : Exchange Difference during the year on net Investment in non integral foreign operations 4,000.75 4,934.78

37,294.45 33,293.70Balance in profit and Loss Statement Opening Balance (13,880.94) 2,276.40 Transferred from Profit and Loss Statement (37,500.56) (15,169.66)

(51,381.50) (12,893.26)Excess depreciation charged to retained earnings as per the transitional provision of schedule II of Companies Act, 2013 - (987.68)

(51,381.50) (13,880.94) TOTAL (4,794.05) 28,705.76

nOTE nO. - 3LOng TERM BORROwIngS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Term Loans From Bank

Secured 1,50,428.55 2,42,006.61 Financial Institutions

Secured - 44,464.44 Others

Secured 1,54,682.91 - TOTAL 3,05,111.46 2,86,471.05

nOTE nO. - 4OThER LOng TERM LIABILITIES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Other payable Trade Deposits 3,802.86 3,225.45 TOTAL 3,802.86 3,225.45


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nOTE nO. - 5LOng TERM pROVISIOnS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 provision for employee benefits Gratuity (unfunded) 471.17 250.62 Leave Encashment (unfunded) 310.78 382.06 Other Retirement Obligations 1.54 0.79 TOTAL 783.49 633.47

nOTE nO. - 6ShORT TERM BORROwIngS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Short term Loans Loan Repayable on Demand From Bank

Secured 20,029.58 16,108.77 Unsecured 661.77 -

20,691.35 16,108.77 Other Loans

Secured 347.09 - Unsecured 4,409.72 2,500.00

TOTAL 25,448.16 18,608.77

nOTE nO. - 7TRADE pAYABLE (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Trade Payables for Goods 48,489.22 41,714.35 Trade Payables for Services 20,565.28 14,931.48 TOTAL 69,054.50 56,645.83

nOTE nO. - 8OThER CuRREnT LIABILITIES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Current maturities of Long term debt 39,552.00 35,418.35 Interest accrued but not due on borrowings 3,014.45 1,697.21 Interest accrued and due on borrowings/ others 10,705.24 6,894.32 Unpaid dividends 13.16 16.30 Advance from Customer 5,412.78 5,307.70 Other Liabilities ( Includes Statutory Liabilities & Payable for Capex) 29,595.83 35,587.36 TOTAL 88,293.46 84,921.24

nOTE nO. - 9ShORT TERM pROVISIOnS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015provision for employee benefits

For Gratuity 194.02 178.28 For Leave Encashment 50.75 38.08

Others For Current Tax (net) 261.10 100.12 For Others 0.36 0.36

TOTAL 506.23 316.84


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Th

E YE

AR

En

DED

31S

T M

AR

Ch

201

6

nO

TE n

O. -

10

TAn

gIB

LE &

InTA

ng

IBLE

ASS

ETS

( ` in

Lak

hs)

parti

cular

sTa

ngibl

e Ass

ets In

tangib

le As

sets

Total

prev

ious Y

ear

Free

hold

Land

Leas

e hold

La

ndBu

ilding

s*

(Inclu

ding

Road

s)

plan

t and

Ma

chine

ry **

Railw

ay

Siding

s M

ine

Explo

ra-

tions

& De

velop

ments

**

*

Furn

iture

& O

ffice

Equip

ments

, Ot

her

Equip

ments

Tran

spor

t Eq

uipme

nts Ot

her

Intan

gible

Asse

ts

good

will O

n Co

nsoli

datio

n Su

b Tota

l

gROS

S BLO

CK As

at 1s

t Apr

il 201

5 16

,981.0

3 56

.33 41

,241.4

2 2,

64,78

5.46

2,98

0.18

8,57

2.27

1,17

6.60

438.2

7 7,

544.9

3 53

,878.1

1 61

,423.0

4 3,

97,65

4.60

3,86

,631.6

9 Ad

dition

s dur

ing th

e yea

r / pe

riod

- -

187.5

8 8,

397.7

5 -

343.2

9 18

.09 69

.44 38

.04 -

38.04

9,05

4.19

2,35

7.93

Sales

/Tran

sfers/

Adjus

tmen

ts du

ring

the ye

ar/ p

eriod

- -

- 74

3.56

- -

1.71

12.46

- -

- 75

7.73

68.12

Forei

gn cu

rrenc

y tra

nslat

ion re

serve

- -

746.3

7 1,

610.6

6 -

24.82

13.05

5.01

21.25

3,13

5.71

3,15

6.96

5,55

6.87

8,73

3.10

Total

as at

31st

March

2016

16,98

1.03

56.33

42,17

5.37

2,74

,050.3

1 2,

980.1

8 8,

940.3

8 1,

206.0

3 50

0.26

7,60

4.22

57,01

3.82

64,61

8.04

4,11

,507.9

33,9

7,654

.60 DE

pREC

IATIOn

AnD A

MORT

IZATIO

n As

at 1s

t Apr

il 201

5 -

10.08

12,05

7.70

1,16

,629.9

5 1,

040.0

1 4,

734.6

6 1,

032.7

1 29

2.39

1,44

4.51

- 1,

444.5

1 1,

37,24

2.01

1,21

,231.6

1 Ad

dition

s dur

ing th

e yea

r / pe

riod

(refer

note

no. 5

1 & 52

) -

0.58

2,13

3.48

9,90

8.34

243.7

0 83

0.06

60.13

56.15

276.9

4 -

276.9

4 13

,509.3

8 14

,495.7

5

Sales

/Tran

sfers/

Adjus

tmen

ts du

ring

the ye

ar/ p

eriod

- -

- 62

5.36

- -

1.52

4.20

- -

- 63

1.08

59.55

Forei

gn cu

rrenc

y tra

nslat

ion re

serve

- -

183.0

6 56

9.49

- 7.

18 13

.37 3.

40 1.

02 -

1.02

777.5

2 1,

574.2

0 To

tal as

at 31

st Ma

rch 20

16 -

10.66

14,37

4.24

1,26

,482.4

2 1,

283.7

1 5,

571.9

0 1,

104.6

9 34

7.74

1,72

2.47

- 1,

722.4

7 1,

50,89

7.83

1,37,2

42.01

nET B

LOCK

Total

as at

31st

March

2016

16,98

1.03

45.67

27,80

1.13

1,47,5

67.89

1,69

6.47

3,36

8.48

101.3

4 15

2.52

5,88

1.75

57,01

3.82

62,89

5.57

2,60

,610.1

02,6

0,412

.59 As

at 31

st Ma

rch 20

15 16

,981.0

3 46

.25 29

,183.7

2 1,

48,15

5.51

1,94

0.17

3,83

7.61

143.8

9 14

5.88

6,10

0.42

53,87

8.11

59,97

8.53

2,60

,412.5

9no

tes :

1. * B

uildin

gs in

clude

s ass

ets bu

ilt on

land

not o

wned

by th

e com

pany

` 39

8.02 l

akhs

(Prev

ious y

ear `

398.0

2 Lak

hs).

2. **

Plan

t & M

achin

ery i

nclud

es as

sets

built

on la

nd no

t own

ed by

the c

ompa

ny `

226.3

4 lak

hs (P

reviou

s yea

r ` 22

6.34 L

akhs

).3.

*** I

nclud

es ex

pens

es of

` 36

9.86 l

akhs

(Prev

ious y

ear `

26.57

Lakh

s) inc

urred

for d

evelo

pmen

t of n

ew M

ine ar

ea fr

om w

hich o

re ha

s not

been

yet e

xtrac

ted.


84

nOTE nO. - 11LOng TERM LOAnS AnD ADVAnCES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 unsecured considered good Capital Advances 13,595.51 13,823.65 Security Deposits 606.70 525.29 Others (include Advance Tax, MAT Credit) Advance Tax Including Tax deducted at Source (net) 1,848.81 1,716.47 Mat Credit Entitlement 3,877.99 3,877.99 Advances recoverable in cash or in kind 493.91 484.96 TOTAL 20,422.92 20,428.36

nOTE nO. - 12OThER nOn-CuRREnT ASSETS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Other Bank Balances Deposit Accounts (original maturity of more than 12 months) (in margin Accounts) 43.05 17.48 TOTAL 43.05 17.48

nOTE nO. - 13InVEnTORIES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Raw Material and Packing Material 3,095.78 4,301.84 Work - in - Process 82.60 81.10 Finished Goods 5,947.68 11,372.73 Stock in Transit 17.68 9.98 Stores and Spares parts and Fuel 5,240.49 8,988.68 Stores and Spares parts and Fuel- in transit 12.19 267.14 Loose Tools 10.14 14.25 TOTAL 14,406.56 25,035.72

nOTE nO. - 14TRADE RECEIVABLES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015Trade receivables outstanding for a period less than six months from the date they are due for paymentUnsecured, considered good 31,381.41 21,703.80Trade receivables outstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered good 23,764.67 3,355.41 TOTAL 55,146.08 25,059.21



85

nOTE nO. - 15CASh & BAnK BALAnCES (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Cash and Cash Equivalent Balances with Banks :

Current Accounts 2,096.62 5,530.26 Deposit Accounts 298.45 905.29

Cheques, drafts on hand 452.03 1,818.79 Cash on hand 20.61 43.97

2,867.71 8,298.31 Other Bank Balances Dividend Accounts 13.22 16.36 Bank Deposits with more than three months but less than 12 months 5.81 1.76 Bank Deposits with more than three months but less than 12 months ( in Margin Money) 2,733.44 5,463.56

2,752.47 5,481.68 TOTAL 5,620.18 13,779.99

nOTE nO. - 16ShORT TERM LOAnS AnD ADVAnCES (` in Lakhs)pARTICuLARS 31st March, 2016 31st March, 2015Loans and advances to related parties (unsecured considered good)Due from Fellow Subsidiary Companies - 1,001.67Due from Holding Company 1,14,857.24 1,14,857.24

1,14,857.24 1,15,858.91 Others (unsecured considered good) Advances recoverable in cash or in kind 7,537.15 7,494.27 Advance Tax Including Tax deducted at Source 0.90 0.03 Balance with Statutory and Government Authorities 3,058.77 2,650.96

10,596.82 10,145.26 TOTAL 1,25,454.06 1,26,004.17

nOTE nO. - 17OThER CuRREnT ASSETS (` in Lakhs)pARTICuLARS 31st March, 2016 31st March, 2015Interest Receivable 12,459.01 16,685.78Insurance Claims Receivable 0.79 -Assets held for disposal - 25.00Note receivable 174.44 762.92Other 1,699.73 1,696.88TOTAL 14,333.97 19,170.58



86


nOTE nO. - 18REVEnuE FROM OpERATIOnS (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Sale of products / By products / Services

Cement 1,87,686.77 2,12,645.14 Clinker 21,954.29 33,558.20 GGBFS 18,349.21 8,334.24 Services 110.03 -

2,28,100.31 2,54,537.57 Other operating revenues 324.55 1,061.32 TOTAL 2,28,424.86 2,55,598.89

nOTE nO. - 19OThER InCOME (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015 Interest Income 418.46 13,549.43 Dividend Income - 1.33 Other Miscellaneous Income 718.99 761.90 TOTAL 1,137.45 14,312.66

nOTE nO. - 20

RAw MATERIALS, pACKIng MATERIALS AnD gOODS COnSuMpTIOn (` in Lakhs) pARTICuLARS 31st March, 2016 31st March, 2015Raw Material Consumed

Limestone 9,661.22 9,019.60Clinker 6,391.43 9,192.34Gypsum 4,960.40 5,503.71Fly Ash 3,559.47 6,048.30Other 11,978.06 6,729.84

Packing Materials 6,931.65 8,376.61TOTAL 43,482.23 44,870.40

nOTE nO. - 21EMpLOYEE BEnEFIT ExpEnSE (` in Lakhs)pARTICuLARS 31st March, 2016 31st March, 2015Salaries and Wages 7,656.04 7,850.97Contribution to Provident and other Funds 446.57 486.93Workmen and Staff Welfare Expenses 1,209.93 1,073.27TOTAL 9,312.54 9,411.17

nOTE nO. - 22FInAnCE COSTS (` in Lakhs)pARTICuLARS 31st March, 2016 31st March, 2015Interest expenses 40,613.85 38,130.14Other borrowing costs 806.24 1,170.83Loss on foreign currency transactions (net) (12.29) (1.22)TOTAL 41,407.80 39,299.75


87

nOTE nO. - 23OThER ExpEnSES (` in Lakhs)

pARTICuLARS 31st March, 2016 31st March, 2015 Power & Fuel 65,476.11 74,236.98 Freight and Loading Expenses on Clinker Transfer 3,982.96 4,078.71 Consumption of Stores and Spares 4,730.73 7,028.12 Repairs and Maintenance

Buildings 77.77 90.20 Plant and Machinery 2,017.99 1,830.75 Others 115.70 184.34

Other Operating Expenses 2,411.43 2,282.18 Rent 563.53 581.35 Insurance 325.99 595.95 Rates and Taxes 233.54 307.91 Advertisement and Sales Promotion 2,850.76 1,857.87 Directors Fee 10.92 11.44 Freight & Forwarding 44,481.92 47,070.53 Foreign Exchange fluctuation (Gain) / Loss (net) 558.00 392.20 Royalty on Trade mark - 3,422.61 Commission to Selling Agents 1,779.13 2,350.72 Loss on sale / discard of Fixed Assets 127.71 - Management Services Fees - 1,240.00 Miscellaneous Expenses 5,888.73 5,060.93

TOTAL 1,35,632.92 1,52,622.79



88

nOTE nO. - 24CORpORATE InFORMATIOnBinani Cement Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956.

nOTE nO. - 25SIgnIFICAnT ACCOunTIng pOLICIES(i) BASIS OF ACCOunTIng The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India

(Indian GAAP). The Company has prepared these financial statements to comply with all material aspects with respect to the Accounting Standards specified under section 133 of the Companies Act, 2013 ("the 2013 Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. The Financial Statements have been prepared on accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

(ii) BASIS OF pREpARATIOna) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding

together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

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

b) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as Holding Company's separate financial statements, as far as possible, except as provided under para 25(iv) (e), 25(iv) (f), 25(vi) (b), 25(vi) (c), 25 (viii) (f), 25 (viii) (g), 25(x)(c), 25(x)(d), 25(xii) (b), 25 (xiii) (d), 25(xv), 25 (xvi) (b), 25(xix)(b). In view of the management, the effect of this exception is not quantifiable.

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

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

e) Minority interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated financial Statement separate from liabilities and the equity of the Company's shareholders.

(iii) uSE OF ESTIMATES The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires the management

to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amount of assets or liabilities in future periods.

(iv) REVEnuE RECOgnITIOna) Revenue from sale of goods is recognised when significant risks and rewards of ownership is transferred to the buyer. Export

sales are accounted for on the basis of dates of Bill of Lading. Sales are disclosed net of sales tax / VAT, trade discounts and returns, as applicable.

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.

e) In case of Binani Cement Factory LLC (BCF LLC) & 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.

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

g) 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.

h) Income from service are recognized on accrual basis.



89

(v) ACCOunTIng OF CLAIMSa) 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'.

(vi) TAngIBLE FIxED ASSETSa) 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.

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 5,000 equivalent to ` 51,306/- and useful lives in excess of 2 years.

c) In case of PT Anggana Energy Resources, Management has reassessed the estimated useful lives, residual values and depreciation method at the end of each reporting period.

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

(vii) InTAngIBLE ASSETS Intangible Assets are stated at cost of acquisition less accumulated amortisation and impairment loss, if any.

(viii) DEpRECIATIOn AnD AMORTISATIOn a) Depreciation on Plant & Machinery is provided on Straight Line Method and other Fixed Assets on Written Down Value Method

in the manner prescribed under schedule II of the Companies Act, 2013 including assets constructed on land not owned by the Company. Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly.

b) 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.

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

d) Mobile phones are charged to revenue considering their useful life to be less than one year.

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

f) In case of SBRCC, PT Anggana Energy Resources 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.

g) In Case of Binani Cement Factory (BCFLLC) 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 is unit of production method.

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

(ix) IMpAIRMEnT OF ASSETS At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on assets by

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

(x) VALuATIOn OF InVEnTORIES a) Raw Material, Fuel (except for coal lying at Port), Packing materials, Stores & Spares are 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 are valued at lower of weighted average cost 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 (BCFLLC), Dubai, Stock are valued at the lower of the cost or net realisable value. Raw materials comprising of clinker, slag and packing materials are valued at cost using the First in First out (FIFO) method. Raw material comprising of gypsum and limestone are valued at cost using the Weighted Average Method (WAM). Consumables are valued at cost using specific identification method. The cost of finished goods comprises of raw materials, other direct costs of



90

purchase and related production overheads based on normal operating capacity. Net realisable value is based on estimated selling price in the ordinary course of business, less any further costs expected to be incurred upto disposal.

d) In case of SBRCC, the inventories are measured at their actual cost upon acquisition. The cost of inventories is calculated using the weighted average method. The low-value consumables are measured with the one-off amortisation method.

(xi) InVESTMEnTS Investments classified as long term investments are stated at cost. Provision is made to recognise any diminution, other than temporary,

in the value of such investments. Current Investments are carried at lower of cost and fair value.

(xii) FOREIgn ExChAngE TRAnSACTIOnS a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses

resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the 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.

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

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

(xiii) EMpLOYEE BEnEFITSa) Defined Contribution Plan

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

b) Defined Benefit Plan

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

c) Short Term Employee Benefit

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

d) Employees' benefits

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

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

In case of BCL, the company has not considered any provision towards the employee loyalty program as the same is being accounted on paid basis.

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

(xv) STATuTORY RESERVE 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.



91

(xvi) InCOME TAxES a) Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with

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

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

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

(xvii) COnTIngEnCIES/pROVISIOnS A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources

embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. Contingent assets are neither recognized nor disclosed in the accounts.

(xviii) SEgMEnT REpORTIng pOLICIES: Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal business

reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.

(xix) OpERATIng LEASE: a) 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. Lease payments under operating leases are recognized as an expense on a straight line basis in the statement of profit and loss over the lease term.

b) FInAnCE LEASE In case of BCF LLC, assets held under finance leases are included at the reporting date at cost less depreciation in accordance

with the Company's normal accounting policies. The future installment payment net of interest element are shown as a liability. Interest is charged to profit or loss over the period of the lease so as to produce a constant periodic rate of interest on the remaining balance outstanding.

(xx) EARnIng pER ShARE Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted

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

(xxi) ExpEnDITuRE DuRIng COnSTRuCTIOn pERIOD For Binani Cement Ltd in case of new projects and substantial expansion of existing factories, expenditure incurred including trial

production expenses net of revenue earned, prior to commencement of commercial production are capitalised.

(xxii) CASh & CASh EQuIVALEnTS Cash & cash equivalent for the purpose of Cash Flow Statement comprise cash on hand and at bank in current accounts and deposit

accounts with maturity less than 3 months.



92

(xxiii) 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, 2016.i) The Consolidated Financial Statements include the financial statements of the following overseas / Indian subsidiaries and

overseas step down subsidiaries:

name of company Relation with holding Company Country of Incorporation

% of Share holding

Accounting Year / period considered for

consolidation

Krishna Holdings Pte Ltd. (KHL) Subsidiary of BCL Singapore BCL-55.54%MHL-44.46% April'15 - March'16

Murari Holdings Limited (MUHL) -do- British Virgin Islands 100% April'15 - March'16

Mukundan Holdings Ltd. (MHL) -do- British Virgin Islands 100% April'15 - March'16

Swiss Merchandise Infrastructure Ltd. -do- India 100% April'15 - March'16Merit Plaza Ltd. -do- India 100% April'15 - March'16Binani Readymix Concrete Limited (RMC) -do- India 100% April'15 - March'16Binani Energy Private Ltd. -do- India 100% April'15 - March'16Bhumi Resources ( Singapore ) PTE Ltd -do- Singapore 100% April'15 - March'16

PT Anggana Energy ResourcesStep-down Subsidiary of BCL (Subsidiary of Bhumi Resources (Singapore) Pte Ltd).

Indonesia 100% April'15 - March'16

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

Stepdown Subsidiary of BCL.(Subsidiary of KHL) China 90% April'15 - March'16

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

United Arab Emirates

MuHL- 51% **

MHL- 49% April'15 - March'16

BC Tradelink Limited Step-down Subsidiary of BCL (Subsidiary of BCF, LLC) Tanzania 100% April'15 - March'16

Binani Cement Tanzania Ltd. -do- Tanzania 100% April'15 - March'16Binani Cement ( Uganda) Ltd * -do- Uganda 100% April'15 - March'16

Binani Cement Fujairah LLC # -do- United Arab Emirates

BCF LLC - 80% April'15 - March'16

# Binani Cement Fujairah LLC (Subsidiary of BCF LLC) has no equity infusion.Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).i) The excess of cost of investment in the Subsidiary Companies over the Company’s portion of equity of the subsidiary at the

date of investment made is recognized in the financial statements as goodwill. The excess of Company’s portion of equity of the Subsidiary over the cost of the investment therein is treated as Capital Reserve.

* The company is under liquidation during the year. ** Beneficial Interest.

nOTE nO. - 26

ESTIMATED AMOunTS OF COnTRACTS AnD COMMITMEnTS REMAInIng TO BE ExECuTED AnD nOT pROVIDED FOR (nET OF ADVAnCES): (` in Lakhs)

particulars 31st March 2016 31st March 2015The estimated amount of contracts and commitments remaining to be executed on capital account not provided for

15,786.76 41,019.53



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nOTE nO. - 27COnTIngEnT LIABILITY (` in Lakhs)

particulars 31st March 2016 31st March 2015

Contingent liabilities not provided for:-

a) Claims against the Companies not acknowledged as debts in respect of various Tax matters

47,547.61 44,447.17

b) Claims against the Companies not acknowledged as debts in respect of other matters. 580.53 7.89

c) Guarantees given by Banks 517.35 414.08

d) Corporate Guarantees given to Bank for Loans to Holding Company & Fellow Subsidiaries 2,16,233.44 2,05,023.64

e) Letter of Credit opened by Banks 4,208.65 2,468.20

nOTE nO. - 28The 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 ` 20266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon'ble Rajasthan High Court, Jodhpur contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Hon'ble High Court has dismissed the revision petition of Sales Tax Department. The Department filed a revision petition before Hon'ble Supreme Court.

Hon'ble Supreme Court has decided the case against the Company. As per order, the Company is eligible for 25% sales tax incentive for 7 years only. After decision of Hon'ble Supreme Court, the assessing authority passed revised assessment orders and raised demand notices for the year 1998-99 to 2007-08 amounting ` 41,421.55 Lakhs (` 16,731.80 Lakhs towards tax & ` 24,689.75 Lakhs towards interest). The Company has accepted the principal tax liability and already made provision towards the tax amount in the books as on 31.03.2014. The Company has filed application for grant of instalments for payment of tax amount & also filed application for waiver of interest with the Commissioner, Commercial Taxes Department, Jaipur. The Commissioner, Commercial Taxes Department, Rajasthan has decided the applications and granted 10 installments to make complete payment of principle tax dues by 08.10.2015. Till 31.03.2016, the Company has deposited `14,842 Lakhs in compliance of orders passed by the Commissioner, Commercial Taxes Department, Rajasthan. The company has not made any provision for interest amounting to Rs 1,870.76 lakhs on principal overdue as no demand has been raised for the same. The application for waiver of interest for subjudiced period was rejected and the Commissioner has granted 16 installments to pay the interest amount by 08.03.2017. The Company has filed writ petition in Hon'ble High Court, Jodhpur in respect of rejection of application for waiver of interest and the matter is sub-judice.

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. The Company has paid ` 2,378.65 Lakhs during 2012-13 & 2013-14.

The Company was eligible for EFCI of ` 48,849.53 Lakhs based on applicable guidelines under the Incentive Scheme, but the amount sanctioned by SLSC was ` 28,047.61 Lakhs against which writ petition was pending with the Hon'ble Rajasthan High Court. The Company has continued to avail the deferment benefit, pending the decision of Hon'ble High Court / State Government. The case was subsequently disposed by Hon'ble High court, Jaipur against the Company, which was challenged by the Company in Hon'ble Supreme Court. But, the same was also decided against the Company.

After disposal of matter by Hon'ble Supreme Court, Commercial Taxes Deptt. has issued demand notice of ` 17,302 Lakhs for the period 30th April, 2008 to 31st August, 2011. Against this principal tax liability, Company has been made complete tax payment upto 31.03.2015. The Commercial Taxes Deptt. has also raised demand of interest amounting ` 3,077.93 Lakhs, for which application for waiver of interest was filed by the Company, but the application was rejected by Commissioner, Commercial Taxes Department, Jaipur. Aggrieved from this, the Company has filed writ petition in Hon'ble High Court, Jaipur. However, the Company has deposited the demand of interest under protest of ` 3,077.93 Lakhs in 2014-15.

The Commercial Taxes Deptt. has also raised demand of interest amounting to ` 6,868.46 Lakhs, for which application for waiver of interest have been filed by the Company and the same are pending with the Commissioner, Commercial Taxes Deptt., Jaipur.

In addition to above, during the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon'ble Jaipur High Court to instruct the Sales Tax department to extend



94

the EFCI scheme period. However, the Company had availed deferment of 75% of the VAT / CST liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. The matter is pending for decision.

nOTE nO. - 29The 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 ` (740.72) Lakhs [Previous Year ` (271.19) Lakhs] is shown under Changes in inventories of finished goods, work-in-progress and Stock-in-Trade in profit & loss account.

nOTE nO. - 30The Company has not deposited a sum of ` 1,944.79 Lakhs (Previous Year ` 2,187.89 Lakhs) net of ` 1,028.04 Lakhs (Previous Year ` 723.76 Lakhs) paid under protest shown as current liability in note no. 8, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 2006. The Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Deptt., Pali for notice issued under section 16(3) of the said "Act". The said petition was admitted by the Hon'ble Court and a stay was granted. Subsequently, the case was heard by Hon'ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50% of amount assessed and submit Solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of ` 1,028.04 Lakhs (Previous Year ` 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

LOAnS- SECuREDI BInAnI CEMEnT LIMITED

(` in Lakhs)Sr.no.

particulars Security Repayments and overdues

31st March 2016 31st March 2015Term Loan working Capital Term Loan Working Capital

A. Consortium of Banks & Financial Institutions

Note no. 1 Note no. 3 1,52,253.38 3,056.97 2,61,609.09 4,904.04

B. EARC* Trust (Bucket 1) Note no. 1 Note no. 4 1,26,060.91 - - -C. EARC* Trust (Bucket 2) Note no. 2 Note no. 4 28,969.09 - - -D. Syndicate Bank Note no. 2 Note no. 4 - - 22,759.33 -

Total 3,07,283.37 3,056.97 2,84,368.42 4,904.04* Edelweiss Asset Reconstruction Company (EARC).

notes -

1 Term Loans/ working capital facilities are Secured/to be secured respectively by a) First / Second pari passu charge on the Fixed Assets, both present & future and Second / First paripassu charge on the current assets of the Company, (b) Personal Guarantee of a promoter Director, (c) Pledge of 42.55%, being 80,258,854 Equity Shares of Binani Cement Limited (BCL) held by BIL on first pari passu basis along with the Working Capital Lenders, (d) Pledge of 51.28%, being 15,175,804 Equity Shares of Binani Industries Limited (BIL) held by its Promoters on first pari passu basis along with Working Capital Lenders (sought for waiver), (e) Corporate Guarantee of BIL and (f) Charge on brand "BINANI" on pari passu basis.

2 ` 962.83 Lakhs is secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) First pari passu charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

` 9,793.43 Lakhs is secured by a) First pari passu charge on Fixed Assets of the Company both present and future and b) Personal Guarantee of a Promoter Director.

` 8,195.25 Lakhs is secured by Second pari passu charge on the Company's fixed assets both present and future.

` 10,017.58 Lakhs is secured by a) First pari passu charge on fixed assets of the Company both present & future and b) Corporate Guarantee of Binani Industries Limited.



95

3 Consortium of Bank Loans - Loans of ̀ 139,175.97 Lakhs are repayable in 32 structured quarterly installments beginning from June 30th 2016, ` 13,077.41 Lakhs are payable in 12 structured quarterly installments from June 30th 2016.

There is delay in payment of interest of ` 10,005.43 Lakhs from 1st day to 23 months.

4 During the year, the Company's lenders have assigned the loans to Edelweiss Asset Reconstruction Company ("EARC"). Post the assignment, the Company has approached the lenders for restructuring of its loan. The terms of repayments, rate of interest and other terms and conditions are not finalised with EARC, current maturities on long term borrowings have not been classified separately and no interest on the term loans have been provided from the date of assignment of loan to EARC till the balance sheet date.

II MuKunDAn hOLDIngS LTD.

Bank of Baroda - Term Loans of ` 13,235.48 Lakhs (US $ 20 Million) (Previous Year ` 12,520.88 Lakhs (US $ 20 Million)).

Term Loan is repayable in quarterly Installments of US $ 2.50 Million starts from 10-6-2014 to 11-3-2016.

Security -

1) Pledge of US $ 20 million Share of Mukundan Holdings Limited, BVI held by Binani Cement Limited

2) Negative Lien on the assets of the Binani Cement Factory LLC Dubai

3) Non disposal undertaking for beneficial interest of 51% share of Binani Cement Factory LLC Dubai held by the Murari Holdings Ltd.

4) Non disposal undertaking for beneficial interest of 49% share of Binani Cement Factory LLC Dubai held by Mukundan Holdings Ltd 100% WOS of Binani Cement Limited

5) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd, India

6) First pari passu charge on the fixed assets of Binani Cement Factory LLC, Dubai.

There is delay in payment of principal of US $ 20 Million and Interest of US $ 2.925 Million for 21 days to 660 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL & from operational cashflow of the Company as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2016 is ̀ 12433 lakhs. Bank of Baroda has kept ̀ 1134 Lakhs as FDR which would be first utilized for payment of Murari Holdings Limited dues of US $ 1.25 Millon loan and interest thereon and balance for dues of Mukundan Holdings Limited.

Since many of the Banks have not sanctioned and disbursed sales tax loan, nine Banks/ Financial Institution have assigned their exposure to Assets Reconstruction Company Limited and considering the overall liquidity position of the Company, the Company has requested Bank to restructure the loan.

III KRIShnA hOLDIngS pTE LTD.

State Bank of India (hK) : Term Loan of ` 3,971.31 Lakhs (US $ 6,001,000 ) (Previous Year - ` 4,805.51 Lakhs (US $ 7,676,000))

Term Loan is repayable in 15 quarterly Installments starts from 30-09-2012.

Secured / to be secured -

1) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd., India

2) Pledge of share of SBRCCL to the extent of RMB 180 Million

There is delay in payment of principal of US $ 4.122 Million and Interest of US $ 0.135 Million for 1 day to184 days.

IV BInAnI CEMEnT FACTORY LLC

Bank Borrowings- National Bank of Fujairah, Dubai

Bill discounting & Trade Facilities - ` 4,034.74 Lakhs (AED 22,393,467) (Previous Year ` nil (AED nil))

The bank borrowings are secured by -

1) Assignment of Insurance Policy covering stocks for AED 60,000,000 in favour of the Bank.

2) Notatized Chattel Mortgage over assets in Production line 3 in Unit no. L1490 on Plot no 0599-0450, Dubai Real Estate Corporation UAE in favour of the Bank for AED 60,000,000 (minimum valuation of mortgage assets to be AED 100,000,000).

3) Assignment of Insurance Policy covering assets in production line 3 in Unit no. L1490 on Plot no 0599-0450, Dubai Real Estate Corporation UAE in favour of the Bank for AED 60,000,000 (minimum valuation of mortgage assets to be AED 60,000,000).

4) Assignment of Bank Guarantees held by the Borrower, in favour of the Bank.



96

Other Bank Borrowings Trust Receipts & Bill discounted with Recourse ` 9,346.49 Lakhs (AED 51,874,483) (Previous Year ` 7,624.75 Lakhs (AED 44,733,847))

The bank borrowings are secured by -

1) Charge over plant & machinery and receivables

2) Assignment of insurance policies covering stocks

3) Lien over fixed deposits and margin deposits

4) Subordination of long term loan of AED 10 Million

5) Corporate guarantee of Murari Holdings Limited, Mukundan Holdings Limited and Binani Cement Ltd.

V MuRARI hOLDIngS LIMITED Banks - Term Loans of ` 5,128.75 Lacs (US$ 7,750,000) (Previous Year `4,851.85 Lacs (US$ 7,750,000)

Term loans are repayable in quarterly Installments starts from 30-1-2010.

Secured / to be secured -

1) Pledge of 100% shares of Murari Holdings Limited held by Binani Cement Ltd.

2) A Negative Lien on the Binani Cement Factory LLC Dubai

3) Non Disposal undertaking for beneficial interest of 51% shares in Binani Cement Factory LLC held by Murari Holdings Limited

4) Corporate Guarantee of Binani Cement Ltd.

There is delay in payment of principal of US $ 7.750 Million for 387 days to 701 days and Interest of US $ 1.148 Million for 387 days to 701 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL & from operational cashflow of the Company as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2016 is ̀ 12433 lakhs. Bank of Baroda has kept ̀ 1134 Lakhs as FDR which would be first utilized for payment of Murari Holdings Limited dues of USD 1.25 Millon loan and interest thereon and balance for dues of Mukundan Holdings Limited. Punjab National Bank, Ilaco House Branch, Mumbai is having FDR of ` 1447.35 Lakhs for payment of US $ 2 Million plus interest due by Murari Holdings Limited with their London Branch

Since many of the Banks have not sanctioned and disbursed sales tax loan, nine Banks/ Financial Institution have assigned their exposure to Assets Reconstruction Company Limited and considering the overall liquidity position of the Company, the Company has requested Bank to restructure the loan.

VI ShAnDOng BInAnI ROng'An CEMEnT COMpAnYLoan Outstanding is ` 18,983.04 Lakhs (RMB 185,000,000) (Previous Year ` 18,822.73 Lakhs (RMB 185,000,000))

The Loan is secured by clinker production lines 1 and 2 equipment, land and mining rights.

Term loan repayment is scheduled from 14-4-2015 to 1-7-2016.

nOTE nO. - 32The Company has also made defaults in repayment of loan amounting ` 1,099.00 Lakhs for the period of three months to five months and payment of Interest of unsecured term loan (Commercial Paper from United Bank of India) amounting to ` 109.42 Lakhs for the period of one day to five months.



97

nOTE nO. - 33REMunERATIOn TO AuDITORS (` in Lakhs)pARTICuLARS 31st March 2016 31st March 2015Statutory Auditors

For Audit Fees 50.28 50.70For Taxation Matters 6.00 3.75For other services 6.19 18.31For certifications / others 7.10 13.18Reimbursement of expenses 2.31 1.65

71.88 87.58

Cost AuditorsAs Auditor 1.00 1.00For certifications / others 0.13 0.23For Reimbursement of expenses 0.20 0.23

1.33 1.45

nOTE nO. - 34The Company is still in the process of identifying MSME parties as per the ('The Micro Small & Medium Enterprises Development Act 2006') and accordingly no provision of interest has been made during the year, (previous year nil) in the books of accounts. The applicable interest is being paid as and when claimed by any of the enterprise covered under MSME Act, 2006.

nOTE nO. - 35DEFERRED TAx LIABILITY OF ThE gROup AS On MARCh 31, 2016 COMpRISES OF ThE FOLLOwIng :The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:

(` in Lakhs)pARTICuLARS 31st March 2016 31st March 2015a) Deferred Tax Liability

Depreciation 19,942.49 20,254.28Total (a) 19,942.49 20,254.28

b) Deferred Tax AssetDisallowance under Income Tax Act, 1961 (19,107.53) (13,029.47)Unabsorbed Depreciation and Business (7,484.19) (1,218.06)Total (b) (26,591.72) (14,247.53)Deferred Tax Liability/ (Assets) - (a+b) (6,649.22) 6,006.75Less: Provided upto last year - Liability / (Assets) 6,006.75 10,250.68Deferred Tax for the year - Liability / (Assets) (12,655.97) (4,243.93)Recognised in P&L for the year - Liability / (Assets) * (6,006.75) (4,243.93)

* In the absence of virtual certainty, Deferred Tax Asset on account of unabsorbed depreciation and business loss has been recognised in the statement of profit & loss to the extent it can be realised against reversal of deferred tax liability as on 31st March 2015 i.e. ` 6,006.75 Lakhs.

nOTE nO. - 36Selling and Administration Expenses includes ` nil (Previous Year ` 1,240 Lakhs) paid to Binani Industries Ltd. (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provided the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of ` nil (Previous Year ` 3,419.67 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate name, logos etc. BIL has stopped charging both the above services w.e.f. 13.12.2014.



98

nOTE nO. - 37The Company is having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and other places. Incidental expenses pertaining to these projects incurred, included under capital work in progress, are as under:

(` in Lakhs)pARTICuLARS 31st March 2016 31st March 2015Balance Brought forward 6,676.11 5,735.33 Other Operating Expenses - 1.28 Repairs and Maintenance - 4.27 Management / Consultancy Fee 25.63 999.55 Insurance - 4.01

Other Sundry Expenses 0.47 (9.14) Depreciation 0.05 0.07 Exchange Loss (net) 0.32 0.22

Financial / Bank Charges 68.33 - 6,770.91 6,735.59

Less : Capitalised 20.18 59.48Less : Written Off 806.86 - Balance carried forward 5,943.87 6,676.11

nOTE nO. - 38Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India:The Company has entered into transactions in ordinary course of business with related parties at arms length as per details below :

(` in Lakhs)particulars holding

CompanyFellow

Subsidiary Key Management personnel

(KMp)/ Enterprises where Key Management personnel has got significant influence

Total

A. TRAnSACTIOnSSale of Cement- G D Binani Charitable Foundation 16.16 16.16

(17.24) (17.24)Advance Received- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

3,310.72 - 3,310.72

- - -Interest Income on ICD- Binani Industries Limited - -

(12,753.87) (12,753.87)Issue of preference Share Capital- Binani Industries Limited - -

(6,002.00) (6,002.00)Service Charges for office facilities/ vehicle etc.- Triton Trading Co. Pvt. Limited 145.65 145.65

(132.20) (132.20)Service Charges for office facilities/ vehicle etc.- Binani Metals Ltd.# 31.56 - 31.56

- (29.82) (29.82)purchase of Flyash- Binani Metals Ltd.# 89.44 - 89.44

- (62.16) (62.16)



99


CompanyFellow



Total

Service Charges for Advertisement/ Sales promotion & purchase of gift items, etc.- Media Magix (Div. of Binani Metals Ltd.)# 2,593.82 - 2,593.82

- (1,570.51) (1,570.51)Service Charges for Advertisement/ Sales promotion, etc.- Asian Industry (Div. of Binani Metals Ltd.)# 24.50 - 24.50

- (5.85) (5.85)Execution of transportation / other services contract- Dhaneshawar Solution - A Division of Binani Metals Ltd.#

21,531.00 - 21,531.00

- (44,185.34) (44,185.34)Interest Expenses- Binani Metals Ltd.# 1.11 - 1.11

- - -Service Charges for Manpower Supply- Nirbhay Management Services Private Limited - 768.85 768.85

- - -Inter Corporate Deposit received- Binani Metals Ltd.# 1,150.00 - - 1,150.00

- - - -paid for works / supply contract- BIL Infratech Ltd. - - - -

- (938.50) - (938.50)Interest Income on Advance- BIL Infratech Ltd. - - -

(400.00) - (400.00)Directors Sitting Fees- Mr. Braj Binani - - 1.35 1.35

- - (1.70) (1.70)Loan Received/ (Repaid)- Golden Global Pte Ltd. (Repayment of loan) - - - -

- - (-154.51) (-154.51)Loan given/ (Repayment Received)- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

- (1,046.63) - (1,046.63)

- - - -Interest Income- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

- - - -

- (55.75) - (55.75)



100


CompanyFellow



Total

B. BALAnCE AS On 31.03.16ASSETS(a) Loans and Advances- Binani Industries Ltd. 0.12 - - 0.12

- - - -- Triton Trading Co. Pvt. Limited 15.68 15.68

(58.94) (58.94)- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

- - -

(1,001.67) - (1,001.67)(b) Inter Corporate Deposits- Binani Industries Limited 1,14,857.24 - - 1,14,857.24

(1,14,857.24) - - (1,14,857.24)(c) Interest Receivable- Binani Industries Limited 12,114.97 - - 12,114.97

(16,354.58) - - (16,354.58)- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

- - - -

- (117.17) - (117.17)LIABILITIES(a) Trade payables- Asian Industry (Div. of Binani Metals Ltd.)# 29.74 - - 29.74

- - (5.73) (5.73)- Media Magix (Div. of Binani Metals Ltd.)# 2,277.71 - - 2,277.71

- - (1,514.90) (1,514.90)- Dhaneshawar Solution - A Division of Binani Metals Ltd.#

1,865.71 - - 1,865.71

- - (1,644.51) (1,644.51)- Nirbhay Management Services Private Limited 444.70 - 444.70

- - -- Binani Industries Limited - - - -

(1,980.81) - - (1,980.81)- Binani Metals Ltd.# 64.62 - 64.62

- - (11.15) (11.15)(b) Other payables- Global Composites Holdings Inc. (formerly CPI Binani Inc.)

- 3,310.72 - 3,310.72

- - -- G D Binani Charitable Foundation - - 0.22 0.22

- - (0.16) (0.16)(Figures in bracket pertain to Previous Year) # Binani Metals Limited has been merged with Binani Industries Limited w.e.f. 01.04.2015 vide H'onble Kolkata High Court order dated 21.01.2016.



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Note:1 The remuneration paid to key management personnel Mr. Jotirmoy Ghose - ` 44.32 Lakhs from the Company (Previous Year ` 131.62

Lakhs) and ` 172.48 Lakhs from its subsidiary (Previous Year ` nil) Mr. K. K. Jain - ` nil (Previous Year ` 38.62 Lakhs), Mr. V. Srikrishnan ` 15.64 Lakhs (Previous Year ` nil), Mr. Amit Kumar Gupta - ` 39.90 Lakhs (Previous Year ` 25.28 Lakhs), Mr. Atul Falgunia - ` nil (Previous Year ` 8.79 Lakhs). The payments, during the previous year, towards Management Services Fee & Royalty to Holding Company have been separately disclosed vide note no. 36.

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. 27 (d).4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limitedb) Fellow Subsidiary : Edayar Zinc Limited (EZL) – Formerly Binani Zinc Ltd. (BZL), Goa Glass Fiber Limited (GGFL), BIL Infratech Ltd.,

3B Binani Glassfibre S.a.r.l. (3B Binani), Royalvision Projects Pvt. Ltd. (RPPL), Royalvision Infratech Private Limited**, Royalvision Concrete Private Limited**, RBG Minerals Industries Limited, Global Composites Holdings Inc. (formerly CPI Binani Inc.), Binani Global Cement Holdings Private Limited, Project Bird Holding II S.a.r.l (PBH II), 3B fiberglass SPRL, 3B-Fibreglass A/S and Tunfib S.a.r.l., Nirbhay Management Services Private Limited.

c) Key Management Personnel : Mr. Braj Binani, Mr. Jotirmoy Ghose, Mr. V. Srikrishnan (w.e.f 08.06.2015 to 11.07.2015) and Mr. Amit Kumar Gupta (upto 31.03.2016).

d) Transactions where Key Management Personnel have got significant influence : Mr. Braj Binani with Triton Trading Co. Pvt. Ltd. & Golden Global Pte Ltd.

** Application submitted for striking off under Fast Track Exit Scheme.

5 The company has given Inter-Corporate Deposits (Including interest receivable) to its Holding Company amounting to ` 1,26,972.21 Lakhs, as per Management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the company in its board meeting have decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited effective April 01, 2015. The company has received appropriate opinion to ensure its compliance with the statutory regulations.

nOTE nO. - 39

Particulars of unhedged foreign currency exposure as at Balance Sheet dateBinani Cement Limited

(` in Lakhs)particulars Currency 31st March, 2016 31st March, 2015Outstanding Creditors for Coal USD 8,858.94 4,215.18Outstanding Creditors for Machinery USD 8.70 8.22Outstanding Creditors for Spares DKK 0.98 69.06Outstanding Creditors for Spares USD 0.11 0.10Outstanding Creditors for Spares EURO 3.82 108.93



102

nOTE nO. - 40

Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India.

Since the company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same has been considered the primary reportable segment. Further, it has identified geographical segment as India, Dubai and China based on Segment Revenue, Result & Asset for reporting purpose.

(` in Lakhs)

Segment Revenue India Dubai China unallocated EliminationInter Segment

Total

Sales (net of Excise) 1,51,795.71 29,745.36 23,797.20 206.15 (1,775.83) 2,03,768.60 (1,70,463.94) (22,336.01) (36,628.29) (59.18) (-42.77) (2,29,444.65)

Other Income 259.35 - 211.51 248.13 - 718.99 (118.42) (250.29) (272.94) (129.24) (-8.99) (761.90)

TOTAL 1,52,055.06 29,745.36 24,008.71 454.28 (1,775.83) 2,04,487.59 (1,70,582.36) (22,586.30) (36,901.23) (188.41) (-51.76) (2,30,206.55)

Segment Result India Dubai China unallocated EliminationInter Segment

Total

Net Profit/ (loss) before tax from ordinary activities.

1,572.35 1,566.97 (6,557.34) (53.69) 54.03 (3,417.67)

(7,166.70) (862.30) (-1547.40) (-437.49) (1.55) (6,045.66)Add: Interest & Dividend Income - - - - - 418.46

- - - - - (13,550.76) Less :Financial costs - - - - 41,407.80

- - - - (39,299.75) Less :Income Taxes - - - - (5,962.83)

- - - - (-4106.99)TOTAL (38,444.18)

(-15596.35)

Capital Employed India Dubai China unallocated Inter Segment TOTALTotal Segment Assets 4,18,399.57 57,546.62 74,661.43 2,15,073.64 (2,68,270.41) 4,97,410.85

(4,14,349.43) (43,033.66) (82,750.86) (2,03,100.87) (-251661.17) (4,91,573.65)Total Segment Liabilities 90,879.63 4,794.67 17,200.41 520.98 (4,487.95) 1,08,907.75

(79,388.28) (6,136.31) (16,069.46) (256.75) (-217.98) (1,01,632.82)Capital Employed 3,27,519.93 52,751.94 57,461.02 2,14,552.66 (2,63,782.46) 3,88,503.10

(3,34,961.16) (36,897.35) (66,681.40) (2,02,844.12) (-251443.20) (3,89,940.83)(Figures in bracket pertain to previous year)



103

nOTE nO. - 41EMpLOYEE BEnEFITS :a) Defined Contribution plans : During the year the Company has recognised ` 285.64 Lakhs (Previous Year ` 355.86 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 Ltda) Defined benefit plans : as per actuarial valuation on 31st March, 2016

(` in Lakhs)particulars gratuity Funded Leave Encashment non-Funded

I Expenses recognised in the Statement of profit & Loss

31st March 2016 31st March 2015 31st March 2016 31st March 2015

1 Current Service Cost * 84.74 92.23 28.16 31.422 Interest Cost 60.00 67.70 - -3 Employee Contributions - - - -4 Expected return on plan assets (38.98) (52.84) - -5 Net Actuarial (Gains) / Losses 34.72 18.50 - -6 Past service cost - - - -7 Settlement cost - - - -8 Total expenses 140.48 125.58 28.16 31.42

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

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

gratuity Funded Leave Encashment non-Funded 31st March 2016 31st March 2015 31st March 2016 31st March 2015

1 Present value of Defined Benefit Obligation 814.65 750.02 291.70 263.542 Fair value of plan assets 431.43 487.28 - -3 Funded status [Surplus/(Deficit)] (383.22) (262.74) - -4 Net asset/(liability) (383.22) (262.74) (291.70) (263.54)III Change in obligation during the year gratuity Funded Leave Encashment non-Funded

31st March 2016 31st March 2015 31st March 2016 31st March 20151 Present value of Defined Benefit Obligation at

beginning of the year 750.02 727.14 263.54 232.12

2 Current Service cost * 84.74 92.23 28.16 31.423 Interest cost 60.00 67.704 Settlement cost - - - -5 Past service cost - 27.43 - -6 Employee Contributions - - - -7 Actuarial (Gains) / Losses 38.13 21.43 -8 Benefits Payments (118.24) (185.91) -9 Present value of Defined Benefit Obligation at

the end of the year 814.65 750.02 291.70 263.54

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



104

(` in Lakhs)

IV Change in Assets during the Year gratuity Funded 31st March 2016 31st March 2015

1 Plan assets at the beginning of the year 487.28 607.402 Assets acquired on amalgamation in Previous

Year - -

3 Settlements - -4 Expected return on plan assets 38.98 52.845 Contributions by Employer 20.00 10.006 Actual benefits paid (118.24) (185.91)7 Actuarial (Gains) / Losses 3.41 2.948 Actual return on plan assets - -9 Plan assets at the end of the year 431.43 487.28

V The major categories of plan assets as a percentage of total planQualifying Insurance Policy YES YES

VI Actuarial Assumptions :Discount Rate 8.27% 8.00%Rate of Return on Plan Assets 8.27% 8.00%Salary Escalation 7.00% 7.00%Attrition rate 2.00% 2.00%

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 ` 291.70 Lakhs (Previous Year ` 263.54 Lakhs) based upon following assumptions.

Discount Rate 8.27% 8.00%Salary Escalation 7% 7%

c) In case of BCL, the Company has not considered any provision towards employee loyalty program as the same is accounted on payment basis. During the year ` 7.46 Lakhs (Previous Year ` 2.76 Lakhs) has been paid towards loyalty program.

II) Binani Cement Factory LLCEmployees terminal benefitsFor employees terminal benefit provision, actuarial calculations are not made. Hence, provision is made on the assumption that all employees were to leave as of the end of the reporting period since this provides, in management’s opinion, a reasonable estimate of the present value of the terminal benefits.

nOTE nO. - 42OpERATIng LEASEBinani Cement Limiteda) Future Lease Rental payments

(` in Lakhs)particulars 31st March 2016 31st March 2015i) Not later than one year 6.46 21.72ii) Later than one year and not later than five years - 0.85iii) Later than five years - -

b) Operating lease payment recognised in Profit & Loss Account amounting to ` 539.67 Lakhs (Previous Year ` 514.81 Lakhs).c) General description of the leasing arrangement:

i) Leased Assets: Car, Godowns and Office.ii) Future lease rentals are determined on the basis of agreed terms.iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in writing.



105

nOTE nO. - 43COnSOLIDATED EARnIng pER ShARE IS CALCuLATED AS FOLLOwS :

particulars 31st March 2016 31st March 2015Net Profit after tax attributable to equity shareholder ( ` in Lakhs) (37,500.56) (15,169.66)Net Profit after tax before extraordinary item attributable to equity shareholder (` in Lakhs) (37,500.56) (15,169.66)Equity shares outstanding as at the year end (in Nos.) 18,86,01,274 18,86,01,274Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share ( in Nos.)

18,86,01,274 18,86,01,274

Nominal Value per Equity Share (in `) 10.00 10.00Earning Per Share (Basic) (in `) (19.88) (8.04)Earning Per Share (Diluted) (in `) (19.88) (8.04)

nOTE nO. - 44

Trade Receivables of ` 881.35 Lakhs (Previous Year ` 2,503.83 Lakhs) have been netted off against advance received towards those sales and the excess of advance over such receivables amounting to ` 48.62 Lakhs (Previous Year ` 3,068.47 Lakhs) has been shown under other current liability. Such advances are settled after full amount is received from the debtors.

nOTE nO. - 45The Competition Commission of India (CCI) vide its order dated June 20, 2012 had imposed a penalty of ` 16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. The Company had filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid Order of CCI. The COMPAT,vide its order dated 11/12/2015, has set aside the order passed by the CCI and directed the CCI to hear the matter afresh.

nOTE nO. - 46The Company has not made provision of ` 5,843 Lakhs (Previous Year ` nil) towards non fulfilment of Renewable Power Obligation (RPO) as per the guidelines of Rajasthan Electricity Regulatory Commission (RERC) as the company is of the contention no demand has been raised as of the balance sheet date.

nOTE nO. - 47The company has not achieved the target as required by the Perform Achieve & Trade ("PAT") cycle 1 (FY 2012-2015) as per the assessment carried by external auditor monitoring and verification. The company has not made any provision which may arise, as the company is of the contention no demand has been raised as of the balance sheet date.

nOTE nO. - 48During the previous year, the Board of Director of the Company had decided to withdraw the scheme for hive off of Power Undertaking to Binani Energy Pvt. Ltd. which was proposed in the year 2013. Necessary application for withdrawal of the scheme was filed before Hon’ble High Court of Kolkata and the same has been accepted.

nOTE nO. - 49Trade deposits includes deposits mainly from Dealers and Market Organizers, have classified as a long term liability, keeping in the view the arrangement with them considering long term business associations.

nOTE nO. - 50During the previous year, the Company has provided the interest U/s 234 B and 234 C of Income Tax Act, 1961 of ` 1,282.79 Lakhs, related to earlier financial years, as an exceptional item.

nOTE nO. - 51The company, during the previous year, consequent to enactment of the Companies Act, 2013 and its applicability w.e.f. 01.04.2014, has calculated depreciation on the basis of the useful life of assets as prescribed in part 'C' of schedule II of the Act and the same has been provided for the year 2014-15. Depreciation for the previous year was lower by ` 2,963 Lakhs due to change in the rate of depreciation based



106









on useful life of certain assets. An amount of ̀ 987.68 Lakhs, being the carrying amount of certain assets at the beginning of the previous year had been adjusted to the Retained Earnings in the previous year, where remaining useful life of those assets is nil.

nOTE nO. - 52In case of BCF LLC, during the previous year, on a review and as per industry standards estimated useful life of buildings was changed by the management from 20 years to 25 years. The revised rate was applied prospectively to the carrying amount of the buildings as on 1 January 2014, over the remaining useful life in accordance with IAS 16, and on previous year additions. As a result of the above change, depreciation for the previous period was lower by AED 1,043,644 (` 173.64 Lakhs) and profit was higher by AED 1,043,644 (` 173.64 Lakhs).

nOTE nO. - 53The company had spent an amount of ` 13.04 lakhs in the previous year, towards CSR expenditure as against required to be spent amounting to Rs 49.39 lakhs. The remaining unspent amount of Rs 36.35 lakhs continues to be carried forward in the current year, out of which Rs 18.60 lakhs have been spent towards community welfare activities. During the year the company is not required to spent any additional amount on CSR activities.

nOTE nO. - 54The amendment to the Payment of Bonus Act was notified on January – 2016 with retrospective effect from 1st April, 2014 thereby increasing the eligibility limit and amount of bonus. The Company has provided for Bonus for the year 2014-15 as per the provisions of old “Payment of Bonus Act, 1965. The estimated additional payment on account of bonus payment in respect of 2014-15 would be ` 65.91 Lakhs. The Hon’ble High Court of Kerala and certain other High Courts have stayed operation of amendment with retrospective effect. As such, based on the legal advice received by the Company, management has not paid the additional payment of Bonus. However the same has been provided in the financials.

nOTE nO. - 55No 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. - 56Previous year figures have been reclassified, restated, recasted wherever necessary to conform with the figures of the current year.



107

COnSOLIDATED CASh FLOw STATEMEnT FOR ThE YEAR EnDED 31ST MARCh 2016(` in Lakhs)

pARTICuLARS 31st March, 2016 31st March, 2015

CASh FLOw FROM OpERATIng ACTIVITIES

Loss Before Tax and before prior period items (44,407.01) (19,703.34)

Adjustments for:

Depreciation / Amortisation 13,509.22 13,495.03

Interest and Finance Charges 41,407.80 39,299.75

Unrealised Exchange Rate Fluctuations (net) 433.93 97.82

Loss on sale of Fixed Assets 127.71 -

Interest Income (418.46) (13,549.43)

Dividend Income - (1.33)

Operating profit Before working Capital Changes 10,653.19 19,638.50

Adjustments for:

Inventories 10,629.16 6,670.44

Trade and Other Receivables (29,016.41) (18,033.12)

Trade and Other Payables 3,648.76 (26,222.95)

Cash generated from Operations (4,085.30) (17,947.13)

Direct Taxes Paid (including Fringe Benefit Tax) (Net) (16.15) 1,119.78

A nET CASh FLOw FROM OpERATIng ACTIVITIES (4,101.45) (16,827.35)

Cash Flow from Investing Activities

Purchase of Fixed Assets (including capital work - in progress) (4,669.90) (3,690.03)

Sale of Fixed Assets - 8.53

Other Advances/ Non Current Assets 202.57 4,465.20

Dividend Income Received - 1.33

Interest income Received 4,645.23 716.79

B nET CASh uSED In InVESTIng ACTIVITIES 177.90 1,501.82

Cash Flow from Financing Activities

Repayment of Long term Borrowings (1,39,097.45) (11,197.22)

Proceeds of Long term Borrowings 1,63,173.40 72,535.90

Payment of Deferred Indirect Taxes - (1,434.88)

Proceeds from Issue of Preference Share Capital - 6,002.00

Proceeds/ (Repayment) from Trade Deposit 577.41 (871.31)

Interest & Finance Charges paid (36,279.64) (36,796.09)

Dividend Paid / Dividend Distribution Tax Paid (3.14) (2.76)

Proceeds / (Repayment) from Short Terms Borrowings (Net) 7,393.16 (6,186.32)


108









COnSOLIDATED CASh FLOw STATEMEnT FOR ThE YEAR EnDED 31ST MARCh 2016(` in Lakhs)

pARTICuLARS 31st March, 2016 31st March, 2015

C nET CASh uSED (In)/FROM FInAnCIng ACTIVITIES (4,236.26) 22,049.32

D nET InCREASE / (DECREASE) In CASh & CASh EQuIVALEnTS (A+B+C) (8,159.81) 6,723.79

E OpEnIng CASh & CASh EQuIVALEnTS (CASh AnD BAnK BALAnCES) 13,779.99 7,056.20

F CLOSIng CASh & CASh EQuIVALEnTS (D+E) (CASh AnD BAnK BALAnCES) 5,620.18 13,779.99

notes:-

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 ` 2,752.47 Lakhs (Previous Year ` 5,481.68 Lakhs) as restricted Bank Balances and ` 59.70 Lakhs (Previous year ` nil) in respect of bank accounts freezed by Govt. Authorities, the balance of which is not available to the Company.

3. Previous year figures have been recast / regrouped wherever considered necessary.

Summary of significant accounting policies - Note No. 25.


(COnT...)


109

name of the entity net Assets, i.e., total assets minus total liabilities

Share in profit or loss

As % of consolidated

net assets

Amount (Rs. in Lakhs)

As % of consolidated profit or loss

Amount (Rs. in Lakhs)

1 2 3 4 5

parent Binani Cement Limited 11.26% 23,530.53 75.06% (28,896.97)

Subsidiaries

Indian

1 Swiss Merchandise Infrastructure Pvt. Ltd. 0.00% 8.07 0.00% 1.26

2 Merit Plaza Ltd. 0.00% 3.58 0.00% 1.01

3 Binani Energy Pvt. Ltd. 0.00% 2.93 0.00% (0.06)

4 Binani Ready Mix Concrete Limited -0.16% (329.23) 0.00% (1.37)

Foreign

1 Shandong Binani Rong'an Cement Company Ltd. 12.11% 25,290.62 24.51% (9,436.21)

2 Binani Cement Factory LLC (BCF) 4.53% 9,461.83 -2.09% 802.70

3 BC Tradelink Limited -0.05% (95.94) 0.00% (0.64)

4 Binani Cement Tanzania Limited -0.15% (316.25) 0.16% (62.55)

5 Binani Cement (Uganda) Ltd. 0.00% (0.00) 0.00% -

6 Krishna Holdings Pte Limited 22.28% 46,542.82 -0.91% 351.73

7 Mukundan Holdings Limited 24.97% 52,170.59 2.33% (898.58)

8 Murari Holdings Limited 20.18% 42,167.47 1.02% (394.53)

9 Bhumi Resources (Singapore) Pte Limited 4.84% 10,118.08 0.01% (3.83)

10 PT Anggana Energy Resources 0.11% 233.49 -0.10% 39.53

11 Binani Cement Fujairah LLC 0.00% - 0.00% -

Joint Ventures (as per proportionate consolidation)

Foreign

1 Binani Aspire LLC 0.06% 128.93 0.00% -

100.00% 208,917.51 100.00% (38,498.52)

Elimination/ Consolidation Adjustments (186,320.12) 54.33

Minority Interest in subsidiary 2,529.06 (943.62)

TOTAL 20,068.33 (37,500.56)

COnSOLIDATED STATEMEnT OF nET ASSETS AnD pROFIT OR LOSS FOR YEAR EnDED 31ST MARCh 2016


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%


111

pAR

T B

: Su

MM

AR

ISED

FIn

An

CIA

L In

FOR

MAT

IOn

FO

R T

hE

YEA

R /

pER

IOD

En

DED

On

MA

RCh

31,

201

6, In

RES

pEC

T O

F A

SSO

CIAT

ES A

nD

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InT

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TuR

ES O

F Th

E CO

MpA

nY

In C

OM

pLI

An

CE w

ITh

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ST p

RO

VISO

TO

Su

B-S

ECTI

On

(3) O

F SE

CTIO

n 1

29 O

F CO

MpA

nIE

S A

CT, 2

013

REA

D w

ITh

Ru

LE 5

OF

COM

pAn

IES

(ACC

Ou

nTS

) R

uLE

S, 2

014

Sr.n

on

ame

of th

e As

soci

ates

/ Joi

nt

Vent

ures

Late

st a

udite

d Ba

lanc

e Sh

eet

Date

Shar

es o

f Ass

ocia

te/

Join

t Ven

ture

s he

ld

by th

e co

mpa

ny o

n th

e ye

ar e

nd

Amou

nt o

f In

vest

men

t in

Asso

ciat

es/

Join

t Ven

ture

Exte

nd o

f ho

ldin

g%De

scri

ptio

n of

how

ther

e is

sig

nific

ant

influ

ence

Reas

on w

hy th

e as

soci

ate/

join

t ve

ntur

e is

not

co

nsol

idat

ed

net

wor

th

attr

ibut

able

to

shar

ehol

ding

as

per l

ates

t aud

ited

Bala

nce

Shee

t

profi

t/Lo

ss

for t

he y

ear

(Con

side

red

in

Cons

olid

atio

n)

profi

t/Lo

ss fo

r the

yea

r (n

ot C

onsi

dere

d in

Co

nsol

idat

ion)

12

33

(in n

os.)

4 (`

/ Lak

hs)

5 (in

%)

78

9 (`

in L

akhs

)10

(` in

Lak

hs)

11 (`

in L

akhs

)

1Bi

nani

Asp

ire L

LCN

.A.

7

5,00

0

1

28.9

3 50

%H

oldi

ng o

f 50%

of

the

issu

ed s

hare

ca

pita

l

N.A

.

128.

93

-

-

Not

es:

1) T

he a

bove

Com

pany

is a

Joi

nt V

entu

re b

etw

een

Bin

ani C

emen

t Fac

tory

LLC

, UA

E an

d G

alfa

r A

spir

e R

eady

mix

LLC

, Om

an.

2) T

he a

bove

Joi

nt V

entu

re C

ompa

ny is

yet

to c

omm

ence

ope

ratio

ns.

3) T

he a

bove

info

rmat

ion

is b

ased

on

the

man

agem

ent c

ertif

ied

finan

cial

s.

Fo

r an

d on

beh

alf o

f the

Boa

rd o

f Dir

ecto

rs

S.

Sri

dhar

Jo

tirm

oy g

hose

Pla

ce :

Mum

bai

Dev

endr

a M

ehta

h

eman

t pal

iwal

D

irec

tor

Man

agin

g D

irec

tor

Dat

e :

30th

May

, 201

6 C

hief

Fin

anci

al O

ffic

er

Ass

t. Vi

ce P

resi

dent

(F&

A)

DIN

: 000

0427

2 D

IN: 0

6742

640


112

Ag

M R

Ou

TE M

Ap


113

BInAnI CEMEnT LIMITED[CIN : U26941WB1996PLC076612]


PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies [Management and Administration] Rules, 2014)

Name of the Member(s):______________________________________________________________________________________________

Registered Address: _________________________________________________________________________________________________

E-mail ID: _________________________________________________________________________________________________________

Folio No./Client ID:__________________________________________________________________________________________________

DPID : ____________________________________________________________________________________________________________

I/We, being the member(s) of Binani Cement Limited holding ____________Share(s) of the Company, hereby appoint:

1. Name:__________________________________________Address :________________________________________________________

E-mail ID : _______________________________________Signature : _______________________________________or failing him / her,

2. Name:__________________________________________Address :________________________________________________________

E-mail ID : _______________________________________Signature : ______________________________________or failing him / her,

3. Name:__________________________________________Address :________________________________________________________

E-mail ID : _______________________________________Signature : ______________________________________________________

BInAnI CEMEnT LIMITED[CIN : U26941WB1996PLC076612]


ATTEnDAnCE SLIpPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

DP Id* Folio No.

Client Id* No. of Shares

Name of the Member / Proxy ________________________________________________________________________

I hereby record my presence at the 20th Annual general Meeting of the Company to be held on Thursday, 29th September, 2016 at 3:30 p.M. at Rotary Sadan, 94/2 Chowringhee Road, Kolkata – 700 020.

*Applicable for investors holding shares in electronic form.

Signature of Shareholder / Proxy


114

Affix Revenue Stamp

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual general Meeting of the Company, to be held on Thursday, 29th September, 2016 at 3:30 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata – 700 020, and at any adjournment thereof in respect of such resolutions as are indicated below**I wish my above Proxy to vote in the manner as indicated in the box below:

Item no. Resolution For Against1 Adoption of the Audited Financial Statements including Audited Consolidated Financial

Statements for the financial year ended 31st March, 2016 together with Reports of the Board of Directors and the Auditors thereon.

2 Re-appointment of Mr. Braj Binani as Director of the Company

3 Ratification of appointment of M/s MZSK & Associates, Chartered Accountants as Statutory Auditors of the Company

4 Appointment of Dr. (Mrs.) Sangeeta Pandit as an Independent Director of the Company

5 Appointment of Mrs. Sudha Navandar as an Independent Director of the Company

6 Ratification of Cost Auditors’ remuneration

7 Re-appointment of Mr. S. Sridhar as an Independent Director of the Company

Signed this ________________________ day of __________________ 2016.

Signature of Proxyholder(s)______________________________ Signature of Shareholder ______________________________________

nOTES:1. This Form of Proxy in order to be effective should be duly completed, stamped, signed and deposited at the Registered Office of

the Company 37/2 Chinar Park, New Town, Rajarhat Main Road, P.O : Hatiara, Kolkata – 700157, not less than 48 hours before the commencement of the Meeting.

**2. Appointing proxy does not prevent a member from attending in person if he / she so wishes.

3. The Proxy Form should be signed by the Member or his attorney authorised in writing, or in case of a corporate Member, should be under its seal or should be signed by an officer or attorney authorised by such Member. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.


115

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TENTIONALLY

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116

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