Binani Cement

Binani Cement Limited (Subsidiary of Binani Industries Limited)

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BOARD OF DIRECTORSMr. Braj Binani - ChairmanMs. Nidhi SinghaniaMr. S. PadmakumarDr. V.C. ShahMr. V. SubramanianMr. M.K. ChattopadhyayaMr. Ramakrishna MoogimaneMr. P. Acharya - Wholetime DirectorMr. Sanjai Vohra - Upto 20th July, 2009Mr. Shishir Jain - (Alternate Director to Mr. Sanjai Vohra upto 20th July, 2009)

CHIEF FINANCIAL OFFICER (Nominated by Holding Company)Mr. M.K. Chattopadhyaya

COMPANY SECRETARYMr. Atul P. Falgunia

AUDITORSM/s. Haribhakti & Co.M/s. Kanu Doshi Associates

TERM LENDERSIDBI Bank LimitedSyndicate BankAxis Bank LimitedExport Kredit Finansiering A.S.State Bank of IndiaUCO BankCentral Bank of IndiaYes Bank Limited

BANKERSPunjab National BankDena BankOriental Bank of CommerceState Bank of IndoreJammu & Kashmir Bank LimitedIDBI Bank Limited

AUDIT COMMITTEEMr. S. PadmakumarDr. V.C. ShahMr. V. SubramanianMr. M.K. Chattopadhyaya

LOCATIONSRegistered Office:706, Om Tower, 32 Chowringhee Road,Kolkata – 700 071.Tel.: 033-22882516

Corporate & Mumbai Office:Mercantile Chambers,12, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001.Tel.: 022-30263000-02

WORKS1. Binanigram, Pindwara Dist. Sirohi, Rajasthan – 307 031.2. Village: Sirohi, Taluka: Neem Ka Thana Dist. Sikar, Rajasthan

SUBSIDIARIES:

1. Krishna Holdings Pte. Ltd. Singapore (KHL) 24,Raffles Place, #29-04A, Clifford Centre Singapore – 048621.

2. Shandong Binani Rong’An Cement Co. Ltd. (SBRCC) China Fujiazhuang, Dong Guan Town, Ju County, Rizhao City Shangdong Province, China.

3. Mukundan Holdings Limited (MHL) P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortala, British Virgin Islands (BVI)

4. Murari Holdings Limited (MuHL) Akara Building, 24 De Castro Street, Wickham Cay, Road Town, Tortola British Virgin Islands

5. Binani Cement Factory LLC (BCFLLC) Jebel Ali, Dubai

6. Bhumi Resources ( Singapore ) Pte Limited (BRSPL) 24, Raffles Place, #29-04A, Clifford Centre Singapore -048621.

MARKETING OFFICES:1. 703-704, Sakar II, Ellisbridge, Ahmedabad – 380 0062. 231,233,235, Ansal Chambers –II, 6, Bhikaji Cama Place, Delhi – 110 0663. “Miracle” 22, Shubham Enclave Jamnalal Bajaj Marg,C Scheme, Jaipur – 302 001

MANAGEMENT COMMITTEEMr. P. Acharya – Whole Time Director & CEOMr. Darshan Lal – Executive V.P. (Operations)Mr. Mahendra Mehta – Executive V.P.Mr. R.K. Ghia – V.P. (Technical)

CONTENTS Page

Notice for the 14th A.G.M. 2

Directors’ Report 7

Management Discussion & Analysis Report 15

Corporate Governance Report 20

Auditors’ Report 30

Balance Sheet, Profit & Loss Account & Schedules 34

Cash Flow Statement & Part IV 59

Auditors’ Report on Consolidated Financial Statement 61

Consolidated Balance Sheet, Profit & Loss Account & schedules 62

Consolidated Cash Flow Statement 91

Statement Pursuant to Section 212 92

Financial Information of Subsidiaries 93

Proxy Form & Attendance Slip for 14th AGM 95

Binani Cement Limited a n n u a l r e p o r t 2 0 0 9 - 2 0 1 0(Subsidiary of Binani Industries Limited)

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NOTICE TO SHAREHOLDERSNotice is hereby given that the 14th Annual General Meeting of the Members of the Company will be held at 11.30 a.m or immediately after the conclusion of the 10th Annual General Meeting of Binani Zinc Limited if the meeting concludes after 11.30 a.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 on Friday, the 25th June , 2010 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2010 and Profit and Loss Account for the year ended on that date together with the Reports of the Auditors and Directors’ thereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. S. Padmakumar , who, retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a Director in place of Dr. V.C. Shah , who, retires by rotation and being eligible, offers himself for reappointment.

5. To appoint a Director in place of Mr. V. Subramanian , who, retires by rotation and being eligible, offers himself for reappointment.

6. To appoint M/s Haribhakti & Co and M/s Kanu Doshi Associates, Chartered Accountants as Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and authorize the Board of Directors /Committee thereof to fix their remuneration.

SPECIAL BUSINESS:

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

“Resolved that pursuant to the provisions of Sections 198, 269,309, 310 , 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to such other approvals, if any, consent of the Company be and is hereby accorded to the appointment and payment of Remuneration and Perquisites to Mr. P. Acharya, as Wholetime Director designated as Chief Executive Officer w.e.f. 1st July, 2009 to 28th February, 2012 on the terms and conditions as set out in the supplementary agreement dated 31st August, 2009 entered into between the Company and Mr. P. Acharya (a copy of which is placed before the meeting) with liberty to the Board of Directors to alter and vary the terms and conditions of the said supplementary agreement as the Board of Directors may consider necessary and as may be agreed to by Mr. P. Acharya within the overall limits as specified in Section 269, 309 and Schedule XIII to the Companies Act, 1956 for the time being in force or any statutory modification or re-enactment thereof and /or any rules or regulations framed thereunder and the terms of the aforesaid Supplementary Agreement between the Company and Mr. P. Acharya shall be suitably modified to give effect to such variation or increase as the case may be.”

“Resolved further that even in the absence or inadequacy of profits in any Financial Year, subject to the approval of the Central Government and such other approvals as may be required, Mr. P. Acharya be paid the revised remuneration and perquisites as set out in the Supplementary Agreement dated 31st August, 2009 as minimum remuneration for the entire tenure or such period as may be approved by the Shareholders of the Company and Central Government.’

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

“Resolved that pursuant to Section 31 and other applicable provisions, if any of the Companies Act, 1956, Article 126 of the Articles of Association of the Company relating to “The Seal” be and is hereby altered/ amended as under:

THE SEAL

126. The Board shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority previously given by the Board or a Committee of the Board authorized by the Board in the behalf and, save as provided in Article 14 (1) hereof, two Directors or one Director and the Secretary, if any or one Director and Authorized person duly authorized by the Board shall sign every instrument to which seal is affixed. Provided nevertheless, that any instrument bearing the seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same.

By order of the BoardFor Binani Cement Limited

Atul P. FalguniaCompany Secretary

Place : Mumbai

Date : 23rd April, 2010


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NOTES :

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

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

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

4. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, the 18th June, 2010 to Friday, the 25th June, 2010 ( both days inclusive ).

5. Dividend, if declared will be paid to those members whose names appear on the company’s Register of Members on 17th June, 2010 on the paid up capital of the Company as on 31st March, 2010. In respect of shares held in electronic form the dividend will be paid to the beneficial owners of shares as on 17th June, 2010 as per details furnished by the depositories for the purpose.

6. Those members who have not encashed their Dividend Warrants for the Financial Year ended 31st March, 2007, 31st March, 2008 and 31st March, 2009 may lodge a claim with the Company failing which the balance will be transferred to the Investor Education and Protection Fund established by the Central Government on or before 7.08.2014, 4.08.2015 and 7.08.2016 respectively. After the above dates, the shareholders are not entitled to claim the amount pursuant to the existing provisions of Section 205 C (2) of the Companies Act, 1956.

7. Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of items no. 7 and 8 of the notice alongwith a brief write up about the directors coming up for reappointment as required by listing agreement in respect of items no. 3, 4 and 5 of the notice are annexed hereto and forms part of this notice.

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

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

10. Pursuant to the exemption granted by the Central Government under Section 212 (8) of the Companies Act, 1956, the Directors’ Report, Auditors’ Report, Balance Sheet , Profit and Loss Account of the Subsidiaries viz Krishna Holdings Pte Limited, Singapore, Shandong Binani Rongan Cement Company Limited, China, Mukundan Holdings Limited, British Virgin Islands, Murari Holdings Limited, British Virgin Islands and Binani Cement LLC, Dubai for the year ended 31st December, 2009 are not attached to this report. The same will be furnished to the shareholders free of cost on request. They have been kept for inspection at the Registered Office of the Company and have been posted at Company ‘s website www.binani.com. Consolidated Financial Statements for the year ended 31st March, 2010 form part of the report annexed hereto. As directed by the Central Government abstract of the Financial Statements of the subsidiaries is attached to this report.

11. Members are requested to:

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

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

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

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

12. Members may note that the Company’s website is www. Binani.com


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PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, FOLLOWING INFORMATION ARE FURNISHED ABOUT THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 3, 4 AND 5 OF THE NOTICE DATED 23RD APRIL, 2010

Name of the Directors Mr. S. Padmakumar Dr. V.C. Shah Mr. V. Subramanian Age 76 Years 82 Years 79 YearsDate of appointment on the Board as Director

27.01.2003 27.02.2006 27.02.2006

Date of last reappointment as Director

2.07.2007 23.06.2008 23.06.2008

Qualification M.A ( Economics), IAS Ph.d in Economics B.Com, ICWAExpertise in specific functional areas

Retired IAS Officer. Was Chief Secretary to the Govt. of Kerala

Banking & Economist Finance & Accounts.

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

NIL 12,240 Equity Shares of Rs. 10 each.

10 Equity Shares of Rs. 10 each.(Nominee of Binani Industries Limited)

Name of other Companies in which Directorships held

BPL LimitedEnglish India Clays LimitedBinani Industries LimitedGoa Glass Fibre LimitedBinani Zinc LimitedWada Industrial Estate LimitedCity Theatres Pvt. Ltd.

Binani Industries LimitedShardul Securities Limited.Ambalal Sarabhai Enterprises LimitedCoastal Roadways Limited

Binani Zinc LimitedGoa Glass Fibre LimitedBT Composites LimitedBinani Metals LimitedWada Industrial Estate Limited.Sambhaw Holdings LimitedAmrit Kalash Finance Ltd.K.B. Vyapar Private Ltd.B.M. Retailers Private Ltd.Manjushree Holdings Private Ltd.Vijayshree Holdings Private Ltd.Suryamukhi Vintrade Private Ltd.Total Composites Private Ltd.Binani Energy Pvt. Ltd.Everest Goods Pvt. Ltd.

Chairman / Member of the Committees of Board of Directors of the Company(As per clause 49 of the Listing Agreement )

Chairman –Audit Committee Member –Investor Relations Committee

Chairman – Investor Relations CommitteeMember –Audit Committee

Member –Audit CommitteeMember –Investor Relations Committee

Chairman/ Member of the Committees of Board of Directors of other Companies in which he is a Director. ( As per Clause 49 of the Listing Agreement )

Chairman – Audit Committee Binani Industries LimitedBinani Zinc LimitedWada Industrial Estate Limited Member – Audit Committee Goa Glass Fibre Limited BPL Limited Member –Investor Relations CommitteeBinani Industries Limited.Goa Glass Fibre LtdBPL Limited.

Chairman – Investor Relations CommitteeBinani Industries LimitedMember – Investor Relations CommitteeAmbalal Sarabhai Enterprises LimitedMember –Audit CommitteeBinani Industries LimitedAmbalal Sarabhai Enterprises Limited

Chairman – Audit CommitteeBT Composites LimitedMember –Audit CommitteeWada Industrial Estate LimitedBinani Zinc LimitedGoa Glass Fibre Limited Member –Investor Relations CommitteeBinani Zinc LimitedGoa Glass Fibre Limited


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

Item No. 7 :

Mr. P. Acharya had been appointed as Whole-time Director of the Company for the period from 1st January, 2009 to 28th February, 2012. The said appointment was ratified by the shareholders at their Annual General Meeting held on 26th June, 2009.

At the time of his appointment the Board had approved Basic Salary of Rs. 3,50,000 per month plus perquisites. The Board of Directors pursuant to a resolution passed at the Meeting held on 21st July, 2009 promoted and designated Mr. P. Acharya as Chief Executive Officer of the Company on a revised basic pay of Rs. 3,75,000 plus perquisites with effect from 1st July, 2009 till 28th February, 2012. After joining the Company in a short span of nearly 10 months , Mr. P. Acharya has made significant contribution in terms of improvement in productivity and profitability of the Company.

In view of the significant contribution made by Mr. P. Acharya over the past 10 months , the Board of Directors felt that it would be appropriate and in the interest of the Company to increase his Basic Salary from 3,50,000 p.m to Rs. 3,75,000 p.m with effect from 1st July, 2009. The Remuneration Committee and the Board of Directors at their respective meetings held on 21st July, 2009 had unanimously approved the payment of increased remuneration to Mr. P. Acharya.

Mr. P. Acharya, aged about 57 years, is a Mechanical Engineer from M.B.M. Engineering College, University of Jodhpur. He has more than 33 years working experience in cement industries in organisations such as Dalmia Cement (Bharat) Limited as Executive Director, Senior Vice President (Tech) with Gujarat Ambuja Cement Limited and in various managerial capacities in Lakshmi Cement Limited, Manikgarh Cement Limited and Udaipur Cement Limited

Considering his long experience, the remuneration proposed to be paid to Mr. P. Acharya is comparable with the prevailing market rate and commensurate with his practical experience, professional qualifications and technical competence.

The following are the details of the Supplementary Agreement for revised Remuneration and Perquisites payable to Mr. P. Acharya as Wholetime Director designated as Chief Executive Officer of the Company which was duly recommended by the Remuneration Committee and the Board of Directors of the Company.

1. Appointment:

Mr. P. Acharya be appointed as Chief Executive Officer of the Company with effect from 1st July, 2009 to 28th February, 2012.

2. Salary:

Basic Salary of Rs.3,75,000/- (Rupees Three Lakh Seventy Five Thousand only) per month plus perquisites for the period from 1st July, 2009 till 28th February, 2012. The basic salary will be revised in the month of January 2010, 2011 and 2012 by an increment not exceeding 10% of the basic pay or such amount as may be determined by the Chairman.

3. Perquisites:

Category A

1. Housing : Furnished Residential Accomodation will be provided.

2. Medical Reimbursement : 10% of Basic Pay or such sum as applicable to M-B grade of the Company from time to time.

3. Medical and Group Insurance : As per the rules as applicable to M-B grade of the Company from time to time.

4. Leave Travel Concession : 10% of the basic pay.

Category B

1. Provident Fund: 12% of the basic pay.

2. Gratuity: As applicable in case tenure of 5 years is completed inclusive of extension, if any. In the event of non completion of 5 years, compensation equivalent to gratuity amount will be paid.

3. Leave : Leave with full salary as per the rules of the Company. The leave accumulated and not availed may be encashed at the end of the tenure ( As per the Rules of the Company).

Category C

1. Car : Company maintained Car ( without Driver ) will be provided. All expenses of Car for private purposes to be reimbursed to the Company at actuals.

2. Telephone : All personal STD calls to be reimbursed to the Company at actuals.

3. He is not entitled to payment of any sitting fees for attending the Meetings of the Board or a Committee thereof.

4. Termination : The appointment shall be terminable by the Company giving to him a notice of one Calender month or on payment of one month’s Salary in lieu thereof.

It is proposed to pay him the same remuneration as minimum remuneration even in the absence or inadequacy of profits subject to necessary approvals.

Your Directors recommend the resolution for your approval. None of the Directors is concerned or interested in the resolution except Mr P. Acharya


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A copy of the Supplementary Agreement dated 31st August, 2009 entered into between the Company and Mr.P. Acharya referred to in the Resolution as Item No. 7 of the accompanying notice will be open for inspection by the Members of the Company at the Registered Office of the Company between 11.00 a.m to 1.00 p.m on any working day except Saturdays and Sunday’s upto the date of the Annual General Meeting.

Item no. 8

Presently, the Common Seal of the Company is affixed on every instrument on which seal is required to be affixed in the presence of any two Directors and Secretary of the Company. In view of increase in activities of the Company and at times due to exigencies, the documents are required to be signed immediately during which time some of the Directors are not immediately available. Therefore, the directors recommend for your approval that the existing seal provisions in Articles of Association of the Company be amended/ altered as proposed in the Resolution.

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

A copy of the Memorandum and Articles of Association referred to in the Resolution as Item No. 8 of the accompanying notice will be open for inspection by the Members of the Company at the Registered Office of the Company between 11.00 a.m to 1.00 p.m on any working day except Saturdays and Sunday’s upto the date of the Annual General Meeting.

By order of the BoardFor Binani Cement Limited

Atul P. FalguniaCompany Secretary

Place : Mumbai

Date : 23rd April, 2010


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Dear Shareholders,

Your Directors have pleasure in presenting the Fourteenth Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2010 are summarised below:

Rs. in Lakhs

Particulars 2009-10 2008-09 Increase %Net Sales and Other Income 187,216 150,270 25%Operating Costs 128,038 119,631EBIDTA 59,178 30,639 93%Interest & Financial Charges 7,850 7,152Cash Profit 51,327 23,487 119%Depreciation and Amortisation 9,166 8,031Profit Before Tax 40,800 15,456 164%Profit After Tax 28,192 10,867 159%

DIVIDEND

Keeping in view the overall excellent performance of your Company and the future expansion plans, your Directors recommend a Dividend of 35% i.e. Rupees Three and paisa Fifty only per equity share of Rs. 10/- each.

OPERATIONAL PERFORMANCE

Your Company during the year 2009-10 has achieved the highest ever production of 52.80 lacs MT and sold 52.95 lacs MT of cement as against 42.92 lacs MT and 42.43 lacs MT respectively in the previous year. Increase in production is mainly contributed by full year operations at the Neem Ka Thana Grinding Unit and commissioning of 4th Cement Mill at Binanigram in December 2009.

Against the backdrop of sustained growth in cement demand supported by the various stimulus measures introduced by the Government of India, made it possible for the Company to achieve the highest ever Sales . The net sales for the year under review rose to Rs. 1,851 Crores as compared to Rs. 1,490 Crores in the previous year registering a remarkable growth of 24%.

The sustained price of the cement during the year under review, increased sales volume coupled with softening of Coal price in international market during the first three quarters resulted in higher net realisations by your company which ultimately contributed in achieving the highest ever profit before tax of Rs. 408.00 Crores, an increase of 164% over the previous year.

The Cement Production and Captive Power generation details are as under:-

Production 2009-10 2008-09

Cement (Lacs MT) 52.80 42.92

Power Generation - Lacs kWh)* 2,449.07 1,876.39

*Excluding trial generation in 2009-10.

INVESTMENTS IN OVERSEAS COMPANIES

During the year under review the Company has invested in 100% of the paid up Equity Share Capital of Bhumi Resources (Singapore) Pte Limited, a special purpose vehicle registered in Singapore for holding investments in Coal Mines in Indonesia.

PROJECT OVERVIEW :

Expansion Projects / Railway Sidings

Binanigram unit :

During the year, the 4th Cement Mill of 110 TPH capacity was commissioned in December 2009. Packing plant expansion by installation of fifth packer and four additional truck loaders completed in January 2010. 22.3 MW Captive Power Plant (Unit II) commissioned in the month of June 2009.

Further to achieve enhanced capacity upto 8000 TPD from Kiln II and to enable the use of Pet Coke, following modifications in the plant are under progress :

l Up-gradation of existing Pre-heater fans.

DIRECTORS’ REPORT


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l Modification of Raw Mill-II separator.

l Building construction for installation of pre-crushing system for reduction of feed size.

Up-gradation of wagon loading system is being undertaken by introducing third loading point with four additional wagon loaders. This will reduce rake loading time increase dispatches through railway resulting in savings in costs.

Proposed expansion of railway yard by adding fifth line for clinker / coal / gypsum handling.

Neem Ka Thana unit :

Wagon unloading for clinker with wagon tippler started in the month of September 2009. Balance work of railway siding is under progress, expected to be completed by April 2010. Work of 132 KVA power line is in progress and expected to be completed by June 2010.

Overseas Projects

Shandong Binani Rong’An Cement Co. Ltd, China (SBRCC)

SBRCCL , China plant capacity is being expanded from the present 0.5 MTPA to 3.00 MTPA. Land has been acquired and necessary Government permissions from the Republic of China have been received . The Order for the plant and machinery has been placed on the local Chinese Company on a turnkey basis. Contract for civil construction has also been awarded. The project is expected to be commissioned in the first half of 2011.

Binani Cement Factory LLC, Dubai (BCFLLC).

The project for expanding the capacity for Cement Grinding from 1.2 MTPA to 2.00 MTPA has been completed during the year. But the construction industry in Dubai suffered a serious setback in the 2nd half of 2009 resulting in a slump in the demand of cement and the price of Cement also fell sharply. The construction industry in Dubai is not expected to improve in the near future but there is substantial demand of cement in neighbouring middle east countries and in Africa. To capitalize on the demand of Cement in East African and other neighbouring countries, the Company plans to set up marketing offices through its subsidiaries. Further, the Company is setting up a 1.00 MTPA cement grinding unit at Mauritius.

FUTURE PLANS

Cement Project at Sutrapada, District Junagad in Gujarat

The Company proposes to set up a Greenfield Cement plant of 2.5 million tonnes per annum capacity at Sutrapada which is proposed to be funded through a mix of debt and internal accruals.

Orders for the long delivery major equipments and the engineering of the project have been initiated. No further progress could be made as the Company’s application for the lease of mines and government land for the plant are held up pending revision of the mining guidelines by Government of Gujarat. Although, the Government of Gujarat has announced the new mining guidelines, the notification of ML blocks for Saurashtra is yet to be finalized.

Lignite Project at Nimbri Chandrawatan in District. Nagaur, Rajasthan

The Government of India allocated lignite block in District :Nagaur, Rajasthan on 7th February, 2007 for use of lignite as raw materials captively for power generation. 64 Hectare of private land has been acquired by the Company for the project. Most of the Government clearances for the setting up of the project have been obtained. Site location for 120 MW Power plant has been finalized. The project is expected to be completed by March 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis is annexed to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company’s Auditors confirming compliance is set out in the Annexure C and D forming part of this report. Further a declaration on the Code of Conduct signed by the Wholetime Director of the Company is given as Annexure E.

AUDIT COMMITTEE

The Company has complied with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchanges. The Audit Committee comprises of 3 independent Directors and one non executive Director. The details regarding the Audit Committee are provided in details in the Corporate Governance Report.

BOARD OF DIRECTORS

In accordance with Article 100 of the Articles of Association of the Company, Mr. S.Padmakumar, Dr. V. C. Shah and Mr. V. Subramanian retire by rotation and being eligible, offer themselves for reappointment.


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Mr. P. Acharya, Wholetime Director, was promoted as Chief Executive Officer of the Company with effect from 1st July, 2009 with increase in remuneration. The proposal for the payment of increased remuneration to the Wholetime Director has been placed before you for approval.

During the year Mr. Sanjai Vohra and Mr. Shishir Jain, Nominee Directors of JP Morgan Special Situations (Mauritius) Limited resigned as Directors of the Company with effect from 20th July, 2009.

AUDITORS

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

AUDITORS’ OBSERVATIONS

The Auditors in their report on standalone and consolidated accounts have made one observation and comments of Directors against the said observation is mentioned below:

Observations on Consolidated accounts

The Accounting year of the Overseas subsidiaries ends on 31st December, 2009 while the accounting year of the holding company ends on 31st March, 2010. During the period 1st January, 2010 to 31st March, 2010 the holding company has paid application money for investment in capital of subsidiary - pending allotment and granted loans to subsidiary companies but due to different accounting periods the same could not be eliminated on consolidation. However, in Note 2(ix) and (x) of Schedule 15 to notes on consolidated accounts the Company has explained how the significant amounts advanced towards investments and loans by the holding company have been broadly utilized by the overseas subsidiaries.

COST AUDIT

Audit of Cost Accounts of the Company relating to Cement for the plants at Binanigram and Neem Ka Thana for the year ended 31st March, 2010 will be audited by Cost Auditors, M/s K. G. Goyal & Co., Jaipur, Cost Accountants and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India. Approval of the Central Government for the reappointment of M/s K. G. Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the year 2010-11 is being obtained.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Accounting Standard –AS -21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of the Company and its subsidiaries except Bhumi Resources (Singapore ) Pte Limited whose first accounting year ends on 31st December, 2010 are attached.

SUBSIDIARY ACCOUNTS

Krishna Holdings Pte Limited (KHL) and Shandong Binani Rong’An Cement Company Limited ( SBRCCL) subsidiary of Krishna Holdings Limited are subsidiaries of your Company. Further your Company has invested in Mukundan Holdings Limited and Murari Holdings Limited, 100% subsidiary formed in British Virgin Islands. Mukundan Holdings Limited (MHL) and Murari Holdings Limited (MuHL)have further invested in 100% of the holdings of Binani Cement Factory LLC, Dubai. The Company has made further investment in Murari Holdings Limited and Mukundan Holdings Limited during the year. The Company has further invested in 100% wholly owned subsidiary M/s Bhumi Resources (Singapore ) Pte Limited and since the first accounting year of Bhumi Resources (Singapore ) Pte Limited ends on 31.12.2010 no financial statements are drawn and hence the accounts are not furnished.

As required under Section 212 of the Companies Act, 1956 the Statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiaries i.e Krishna Holdings Pte Limited,Singapore, Mukundan Holdings Limited, British Virgin Islands, Murari Holdings Limited, British Virgin Islands, Shandong Binani Rong’An Cement Company Limited, China and Binani Cement LLc, Dubai are annexed to this report. The Company has been granted exemption by the Ministry of Corporate Affairs from attaching the accounts of subsidiaries to the Annual Report for the year 2009-10.

Bhumi Resources ( Singapore ) Pte Limited was incorporated on 26th October, 2009 and its first accounting period will end of 31st December, 2010. The Company became wholly owned subsidiary on 26th October, 2009. In the absence of any financial statements of the Company as on 31st March, 2010 the financial statements have not been considered for consolidation.

DIRECTOR’S RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2010 , the applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;


10

b) accounting policies as listed in Schedule 15 to the financial statements have been selected, consistently applied and prudent judgments and estimates have been made so as to give true and fair view of the state of affairs of the Company as on 31.03.2010 and of the profit of the Company for the year ended on that day;

c) proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 has been taken so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo :

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

Particulars of Employees:

The statement of particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure B

STOCK EXCHANGES – COMPLIANCES OF LISTING AGREEMENTS

The Company has paid the listing fee for the year 2010-11 to both the Stock Exchanges. As required by the listing agreements with the Stock Exchanges and AS -21, Consolidated Accounts and Auditors Report thereon have been annexed forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Board of Directors places on record its sincere appreciation for the continued co-operation and support received from the Holding Company, Banks, Financial Institutions and other term lenders, various State and Central Government agencies, valued Customers, Dealers, Distributors, Market Organisers, Suppliers, Contractors and all who have directly or indirectly contributed in the success of your Company.

Your Directors also take this opportunity to appreciate the committed and dedicated services of the employees and contract workers at all levels, which have largely contributed to the present growth of the Company.

By Order of the BoardFor Binani Cement Limited

Braj Binani Chairman

Place : MumbaiDate : 23rd April, 2010.


11

[A] CONSERVATION OF ENERGY

a) Energy conservation measures taken

Cement Plant, Binanigram

1. Installed energy saving module in coal mill 2 fine coal transport circuit screw conveyor (L92.SC1).

2. In cooling tower of Unit 1 existing fan (02 nos.) metallic blades replace with FRP blades.

3. Installed energy efficient drum motors in packing plant.

4. Installed additional capacitor banks in Unit 2 bag house and cement mill substation.

5. Replacement of 70 W Street Lights with CFL to reduce energy consumption and increase the illumination.

6. Installed 100 KVA servo voltage stabilizers to maintain constant lighting voltage of Unit 2 bag house and kiln, cooler substation area.

7. To reduce pumping cost of waste water to colony plantation by changing pipe line layout to transport water through gravity.

8. Installed variable speed drive in Cement mill no 3 sepax dedusting fan.

9. Modified PID control in Kiln no 2 ESP fan to maintain cooler hood draft by speed regulation against damper control.

10. Construction of new road from Amli mine to LS crusher to reduce lead subsequent reduction in diesel consumption.

11. Construction of Water tank on hill which saves pumping cost to overhead tank in mines office and workshop.

12. Optimized dedusting in coal firing system in Kiln 2 by blocking 2 no jet pulse filter.

CGU, Neem ka Thana

1. Blower for nip trap hopper removed in fly ash system.

2. Jet pulse filter and Screw conveyor at discharge of ESP removed in cement mill.

3. Cement silo aeration blower 2 nos motor changed from 18.5 kw to 15 kw and shifted to blower house for smooth and dust free operation.

4. Installed compact fluorescent lamp (CFL) at public locations and residences.

5. Installed automatic power factor controller to control power factor on LT side.

6. HP pumps for mill inlet and outlet continuously run with mill. Modified the DCS logic. Now pumps run for 15 min only as per design manual.

Thermal Power Plant

1. Soft water for CPP-2 and 3 in normal operation is transferred directly from water treatment plant to cooling tower without using pump.

2. In CPP-2 Air cooled condenser two nos. metallic blade fan replaced with high efficiency FRP blade fan.

3. In normal operation of CPP-2 and 3, DM water is transfer to condensate receiver tank by vacuum resulting DM water pump stopped and thereby electrical energy saving.

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

Cement plant

1. Replacement of cooling water pumps with higher energy efficient pumps.

2. Installing secondary crusher and LNV technology in separator with additional mill inlet air duct for production increase and better energy efficiency in Raw mill 2.

3. Replacement of existing pre-heater fans in Kiln 2 with higher capacity fans for higher production.

4. Techno –economic feasibility study of shifting intermediate diaphragm towards first chamber in Cement mill 3/4.

5. Provision of enhancement of mining operations by procure high capacity machine.

6. Installation of energy saving insulating bricks in Kiln 2.

7. To upgrade silo feed bucket elevator of CM 2 to match increased feed rate of mill.

ANNEXURE A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956


12

Measures to improve efficiency- 1. Installation of acoustic horns to dislodge coating from pre-heater fans impeller. 2. Development of substitutes for imported and original equipment spares to reduce spares cost and dependability on

OEMs. 3. Installation of fire resistant belt conveyors for alternate fuel feeding to eliminate fire hazards. 4. Installation of fixture for burner pipe adjustment to reduce time for burner pipe alignment. 5. Installation of lathe of large swing over bed to extend in-house facility to execute large size machining jobs and

reduce breakdown time. 6. Installation of new oil centrifuging machine to recondition / clean the hydraulic oils / roller lubrication oils. 7. Upgradation of Kiln no 1 shell scanner to improve monitoring for refractory life. 8. Upgradation of Kiln no 1 feed solid flow feeder no 1 to avoid breakdown and better accuracy. Thermal Power Plant 1. Replacement of existing ACC fan blade with aerodynamic high efficiency blades (six numbers in phase I). 2. Installation of pneumatic ash conveying system for Air pre heater of Boiler 1 3. Installation of sonic soot blower on CPP 2 boiler (Phase 1) thereby reduction in flue gas temperature by 5 oC. 4. Design and Installation of Water cooled Bed ash cooler for CPP-3. Improved boiler efficiency. 5. Installation of dust suppression system for CPP 1 coal feeding hopper. 6. Installation of dust suppression system for Coal Tippler. 7. Installation of common cooling water pump for CPP-2 and CPP-3. c) Impact of the measures at a) and b) above for reduction of energy consumption and consequent impact on the

cost of production of goods. Cement Plant : Due to various energy conservation measures, there was saving in power and fuel consumption. Thermal Power Plant : Due to various energy conservations measures , there was less internal energy consumption in

plant. d) Total energy consumption and Energy consumption per unit of Production: Please refer Form A attached[B] TECHNOLOGY ABSORPTION a. TECHNOLOGY ABSORPTION – ADAPTATION AND INNOVATION Not Applicable b. TECHNOLOGY ABSORPTION – RESEARCH AND DEVELOPMENT Not Applicable[C] FOREIGN EXCHANGE EARNING AND OUTGO a. Activites relating to exports, initiatives taken to increase exports, development of new export market for products

and services and export plan During the year, the Company has not exported Clinker and Cement since the prices in the domestic market were more

remunerative than export. The company will explore avenues to export its products in the future as and when exports become remunerative.

Rs. / Lakhs

b. TOTAL FOREIGN EXCHANGE USED AND EARNEDForeign Exchange Earnings Nil

Foreign Exchange Outgo *

Loan Repayment 656.04Coal 29,432.75Stores and Spares 1,546.88Interest 288.71Other Expenses 100.25Capital Expenses 2,042.04

* Excluding Investment in / Loan to overseas subsidiaries.


13

FORM AForm as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March, 2010.

CONSERVATION OF ENERGY

Total Energy Consumption and Energy Consumption per Unit of Production.

For the year ended 31/03/2010

For the year ended 31/03/2009

A Power & Fuel Consumption1 Electricity

a PurchasedUnit (KWh) 139032090 166051173Total Cost (Rs. Lakhs) 6352.41 7314.28Cost/Unit Rs. 4.57 4.40

b Own GenerationUnit (KWh) 244906539 187638951Cost of HSD / LDO Consumed (Rs. Lakhs) 67.13 60.27Cost of Coal Consumed (Rs. Lakhs) 5928.71 8553.28Cost of Lignite Consumed (Rs. Lakhs) 59.91 309.57Cost of Pet Coke Consumed (Rs. Lakhs) 1498.75 52.69Cost of Fuel Consumed (Coal, Lignite,HSD/LDO) (Rs. Lakhs) 7554.50 8975.80Cost/Unit Rs. 3.08 4.78

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

(Used in Kiln for Clinker Production)Quantity (M.T.) 537397 531714Total Cost (Rs. Lakhs) 26558.06 35798.00Cost/Unit Rs. 4941.98 6732.57

b Pet Coke (Used in Kiln for Clinker Production)Quantity (M.T.) 3081 452Total Cost (Rs. Lakhs) 184.83 25.07Cost/Unit Rs. 5999.23 5546.21

c Alternative Fuel - (Used in Kiln for Clinker Production)Quantity (M.T.) 12732 10832Total Cost (Rs. Lakhs) 305.08 163.47Cost/Unit Rs. 2396.29 1509.16

d Lignite - (Used in Captive Power Plant)Quantity (M.T.) 3638 13799Total Cost (Rs. Lakhs) 59.91 309.57Cost/Unit Rs. 1646.85 2243.34

e Coal-Imported (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) 129333 94602Total Cost (Rs. Lakhs) 5928.71 6466.36Cost/Unit Rs. 4584.07 6835.35

f Coal-Indegenous (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) - 49658.07Total Cost (Rs. Lakhs) - 2086.92Cost/Unit Rs. - 4202.57

3 a HSD / LDO - (Used in Kiln for Clinker Production)Quantity (Litre) 491658 460048Total Cost (Rs. Lakhs) 155.09 151.43Average Rate Rs. 31.54 32.92

b HSD / LDO - (Used in Captive Power Plant)Quantity (Litre) 212077 183109Total Cost (Rs. Lakhs) 67.13 60.27Average Rate Rs. 31.65 32.91


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B Consumption per ton of Production

Electricity (KWh/MT of Cement) Coal, Lignite, Pet Coke & Alternative Fuel (Kg./MT of Clinker)

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

2009-10 2008-09 2009-10 2008-09 2009-10 2008-09

74.36 74.93 0.13 0.13 0.11 0.11

ANNEXURE - BStatement of Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended for the Financial Year 2009 – 2010

Name Age (Years)

Designation / Nature of Duties

Remuneration Received (Rs.)

Qualification Experience (Years)

Date of commencement of Employment

Previous Employment

Mr. Atul Falgunia

46 Vice President (Secretarial)

31,41,389 B. Com, FCS, I.C.W.A

23 18.04.2001 General Manager (Finance) & Company Secretary – Atcom Technologies Ltd.

Mr. Bhadresh Khara

46 Sr. Vice President (Marketing)

38,93,287 B.E. (Civil) 24 15.01.1997 Dy. Manager (Marketing) Gujarat Ambuja Cement, Ahmedabad

Mr. Darshan Lal

51 Executive Vice President (Operations)

40,77,603 B.E.(Chemical) 28 18.01.1996 Manager (Process) M/s.CCW, Chittorgarh (Raj.)

Mr. Digvijay Singh

50 Vice President (Marketing)

31,94,817 B.Sc., M.B.A. 26 30.08.1997 Manager (Sales) Digvijay Cement Co. Ltd., Ahmedabad

Mr. K.K. Jain 54 Vice President (Finance & Accounts)

26,16,864 B.Com. ,C.A. 29 08.10.1997 Sr. Dy. Manager J.K. Udaipur Udyog Ltd. Udaipur (Raj.)

Mr. Kaushlesh Maheshwari

46 Vice President (Marketing)

29,89,317 B.Sc., M.B.A. 23 01.02.2009 Vice President (Marketing)

Mr. Mahendra Mehta

56 Executive Vice President

42,54,138 B.COM, C.A. & I.C.W.A. (INTER)

30 23.06.2008 Senior Vice President M/s.Binani Industries Ltd.,

Mr. P. Acharya 58 CEO & Whole-time Director

60,64,424 B.E.(Mech.) & MBA

31 17.11.2008 Executive Director M/s Dalmia Cement (Bharat) Ltd.

Mr. R.S. Joshi 55 Joint President (Corporate Affairs)

52,12,661 M.A. (Economics)

33 10.10.2005 Vice President (Commercial) M/s Grasim Industries Ltd.

Mr. S.L. Parakh

58 Sr. Vice President(CPP)

27,75,039 B.E.(Mech.) & B.O.E

32 22.01.1996 Manager (Thermal Power Plant) M/s BCW Chittorgarh (Raj.)

Note:

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

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

3. The nature of employment of all employees as above are non contractual except that of Mr.P. Acharya, Wholetime Director whose appointment is contractual.

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


15

MANAGEMENT DISCUSSION AND ANALYSISINDUSTRY OVERVIEW

The Cement Sector is expected to grow by 9-10% in the Financial Year 2010-11 compared to India’s expected GDP of 8.5% . The housing and construction sector generates 50% of the overall demand of Cement in the country and the demand is expected to continue in the coming years as well. But the expected capacity additions, increased cost of raw material, fuel and logistics, proposed service tax on housing sector and gradual withdrawal of stimulus package granted to the Cement Industry will have pressure on margins in the coming years.

COMPANY’S PERFORMANCE

1. FINANCIAL PERFORMANCE

The financial performance for the year ended 31st March, 2010 is summarized below:

Rs. in lacs

2009-10 2008-09 % Increase

Sales & Other Income 187,216 150,270 25

EBIDTA 59,178 30,639 93

Cash Profit 51,327 23,487 119

Profit Before Tax 40,800 15,456 164

Profit After Tax 28,192 10,867 159

EBIDTA (Rs./Lacs) PROFIT BEFORE TAX (Rs./Lacs)

2. OPERATIONS

During the year under review the Company surpassed all previous bests in all areas and continue to maintain its growth path. The Company produced 52.80 lac MT of Cement compared to 42.92 lac MT in the previous year, an increase of 23%. Sales was 52.95 lac MT compared to 42.43 MT in the previous year, an increase of 25%. Captive Generation of power was 2,449.07 Lac KWh ( Net) compared to 1,876.39 Lac KWh in 2008-09. Profit before tax was the highest ever of Rs. 40,800 Lakhs an impressive growth of 164% compared to Rs. 15,456 Lakhs during 2008-09. The higher profit could be achieved mainly due to increased sales volumes, low coal price and higher net realisation.

59178

30639

107339796

1017813515

10135

23265

34698

5000

15000

25000

35000

45000

55000

65000

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

YEAR

Rs.

in L

akhs

Profit Before Tax40800

15456

613 103 448 700

5807

24484

15657

0

5000

10000

15000

20000

25000

30000

35000

40000

45000

50000

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

YEA R

Rs.

in L

akhs


16

Cement Production Power Generated V/s Purchased

Cement Sales

FUTURE OUTLOOK

Growth in domestic cement demand is expected to remain strong, given the revival in the housing sector, continued Government spending on the rural infrastructure and gradual increase in the number of infrastructure projects being executed by the private sector. The trend in demand growth seen during the last five years is expected to continue over the medium term. Further, with Government targeting 8-10% GDP growth rate, cement demand should grow at 9-10% over the next few years.

The key drivers of Cement Industry in India are

l Buoyant real estate market in non metro cities.

l Increase in infrastructure spending on power, road, port and urban infrastructure.

l Increase in rural demand driven by National Rural Employment Guarantee Scheme (NREGS).

l Low-cost housing in urban and rural areas under schemes like Jawaharlal Nehru National Urban Renewal Mission (JNNURM) and Indira Aawas Yojana

l Favourable interest rates and tax benefits on housing.

l Domestic Industrial growth and major expansion plans announced across different segments.

PROJECT OVERVIEW

Expansion Projects / Railway Sidings

Binanigram unit :

During the year, the 4th Cement Mill of 110 TPH capacity was commissioned in December 2009. Packing plant expansion by installation of fifth packer and four additional truck loaders completed in January, 2010. 22.3 MW Captive Power Plant (Unit II) commissioned in the month of June 2009.

13.9

0

16.4

8

18.2

7

19.2

4

21.1

3

21.9

1

22.3

8

23.4

3

24.0

6

29.6

1 42.4

3 52.9

5

0

10

20

30

40

50

60

LAC

S M

T

98-9999-00

00-0101-02

02-0303-04

04-0505-06

06-0707-08

08-0909-10

YEAR

Cement Production

19.2

1

17.6

4

17.2

5

15.9

7

14.4

9

12.4

3

12.6

4 25.3

8

30.5

7

6.43

8.64

11.8

5 16.9

4

17.5

4 22.2

4

4.77

3.49

0

10

20

30

40

50

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

YEAR

Qty

. in

Lacs

MT

OPC PPC

1295

Lacs

Kw

b

1411

1505

1445

1258

1512

1876

2449

1661

1020

1314

575

502

270

910

253

313

332

0

500

1000

1500

2000

2500

3000

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

YEAR

GeneratedPurchased


17

Further to achieve enhanced capacity upto 8000 TPD from Kiln II and to enable the use of Pet coke, following modifications in the plant are under progress :

l Up-gradation of existing Pre-heater fans.

l Modification of Raw Mill-II separator.

l Building construction for installation of pre-crushing system for reduction of feed size.

Up-gradation of wagon loading system is being undertaken by introducing third loading point with four additional wagon loaders. This will reduce rake loading time increase dispatches through railway resulting in savings in costs.

Proposed expansion of railway yard by adding fifth line for clinker / coal / gypsum handling.

Neem Ka Thana unit :

Wagon unloading for clinker with wagon tippler started in the month of September 2009. Balance work of railway siding is under progress, expected to be completed by April 2010. Work of 132 KVA power line is in progress and expected to be completed by June 2010.

Overseas Projects

Shandong Binani Rong’An Cement Co. Ltd., China (SBRCC)

SBRCCL , China plant capacity is being expanded from the present 0.5 MTPA to 3.00 MTPA. Land has been acquired and necessary Government permissions from the Republic of China have been received . The Order for the plant and machinery has been placed on the local Chinese Company on a turnkey basis. Contract for civil construction has also been awarded. The project is expected to be commissioned in the first half of 2011.

Binani Cement Factory LLC, Dubai (BCFLLC)

The project for expanding the capacity for Cement Grinding from 1.2 MTPA to 2.00 MTPA has been completed during the year. But the construction industry in Dubai suffered a serious setback in the 2nd half of 2009 resulting in a slump in the demand of cement and the price of Cement also fell sharply. The construction industry in Dubai is not expected to improve in the near future but there is substantial demand of cement in neighbouring middle east countries and in Africa. To capitalize on the demand of Cement in East African and other neighbouring countries, the Company plans to set up marketing offices through its subsidiaries. Further, the Company is setting up a 1.00 MTPA cement grinding unit at Mauritius.

FUTURE PLANS

Cement Project at Sutrapada, District Junagad in Gujarat

The Company proposes to set up a Greenfield Cement plant of 2.5 million tonnes per annum capacity at Sutrapada which is proposed to be funded through a mix of debt and internal accruals.

Orders for the long delivery major equipments and the engineering of the project have been initiated. No further progress could be made as the Company’s application for the lease of mines and government land for the plant are held up pending revision of the mining guidelines by Government of Gujarat. Although, the Government of Gujarat has announced the new mining guidelines, the notification of ML blocks for Saurashtra is yet to be finalized.

Lignite Project at Nimbri Chandrawatan in Dist. Nagaur, Rajasthan

The Government of India allocated lignite block in District :Nagaur, Rajasthan on 7th February, 2007 for use of lignite as raw materials captively for power generation. 64 Hectare of private land has been acquired by the Company for the project. Most of the Government clearances for the setting up of the project have been obtained. Site location for 120 MW Power plant has been finalized. The project is expected to be completed by March 2011.

INTERNAL CONTROL SYSTEM

The management maintains adequate internal controls commensurate with the nature and size of operations of the Company, which is designed to provide reasonable assurance that assets are safe-guarded, transactions are correctly executed and recorded in accordance with managements’ authorization, applicable accounting standards and selected accounting policies which are being applied consistently. The company’s SAP Software at its works and in marketing functions is working satisfactorily. To further strengthen the internal controls and integration, the Company is in the process of implementing plant maintenance and Human Capital Management (HCM) and payroll system. Also to document the procedures the Company is in the process of preparation of SOP document.

Your company’s internal control system provides high level of system based checks and controls. Regular internal audits and checks ensure that responsibilities are executed efficiently. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggest improvement for strengthening them from time to time.


18

OPPORTUNITIES/THREATS/RISKS/CONCERNS

Opportunities

Despite being second largest producer of Cement in world after China, India’s per capita consumption of Cement is very low to about 130 kg per year, much lower than global average of about 355 kg, leaving large room for growth. The Company with its brand image, large dealer network and being a major player in Rajasthan and Gujarat will continue participating in this growth. Industry will receive a further boost by increased Government and Private Sector spending on infrastructure..

Threats, Risks and Concerns

Large capacity additions, increasing cost of inputs, gradual withdrawal of stimulus granted to Industry, inflation and upward trend in interest rates may have pressure on margins in the medium term affecting the bottom-line of the Company in the coming years.

RECOGNITION AND AWARDS

During the year 2009-10, your Company received following awards / recognitions :

NCCBM instituted National Awards for Energy Efficiency in Indian Cement Industries in recognition of the Best Electrical Energy & the Best Thermal Energy Performance for the year 2007-08 and

National Quality Excellence Award 2008-09 in Indian Cement Industries in recognition towards its excellence in the field of Quality Management.

ITC CII Sustainability Award 2009 for significant contribution in the field of environment, society and economics.

Greentech Environment Excellence Gold Award 2009 in recognition of its exemplary initiatives in Environment Management.

CII Godrej Green Business Centre, Hyderabad instituted National Award for Excellence in Water Management 2009 and Energy Management 2009 for excellent water efficient unit and Energy Efficient unit.

Certificate of Merit for 2007-08 for Productivity Improvements in recognition of company’s sustained initiatives towards productivity improvements.

Certificate of Excellence – Best Employer Award Competition 2008 in recognition of company’s excellence towards maintaining good Employee-Employer Relationship for the year 2008.

All India Business & Community Foundation (AIBCF) instituted Udyog Bharati Award 2009 & Indian Achievers Award for Quality Excellence for entrepreneurship development leading to economic growth that greatly contributes to generate long term opportunities for the communities.

SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT

As a responsible corporate, your Company continues to adopt best CSR practices. In the recent past the Company has joined hands with M/s RBKS, an NGO for initiating an Integrated Village Development Program titled “Life Skill Education to Community” covering 5 of the nearby adivasi villages viz. Amli, Thandiberi, Malap, Sabela and Varli. The joint venture is aimed at achieving the objective of provision of food and shelter, closed toilets, use of smokeless stoves, to motivate the villagers towards plantation with a view to divert them from de-forestation, Provision of training to adivasis on stitching of traditional dresses which can be sold to consumers through cooperative societies and cattle and poultry development. The programme will not only improve life style of target villagers but also cater to their financial needs.

Apart from above your Company continues to provide necessary support to economically backward people of the adjoining villages through various community development, education and health care programmes. These include providing donation / contributions, small constructions, repairing works, etc. Drinking water is being also supplied to local people in the summer.

The Binani Ladies Club regularly contributes towards community development and charities through distribution of school uniforms, books, clothes to needy tribal people and blankets, mattresses and pillows to Adivasi hostel, Pindwara.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees of the Company are the key assets and your company continuously strives towards the development of its employees, to upgrade their skills and to boost the motivation levels of its human resources through various mechanisms. This reflects in the fact that on an average 3.70 man days per person have been spent on training during the year under review.

Employees are motivated and team spirit strengthened through various departmental quality circles and other awareness programs being organized from time to time. Your company continues to maintain healthy working environment and cordial industrial relations throughout the year.

In order to encourage total employees involvement in the production process, Company has introduced “Employee of the Month” scheme, which inspire employees to be innovative.


19

The efforts put in by employees at all levels have contributed to the excellent performance of the Company. Employee /Industrial Relations have been cordial during the year.

CAUTIONARY STATEMENT

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

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


20

ANNEXURE - C TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2010.

CORPORATE GOVERNANCE REPORT(As required by Clause 49 of the Listing Agreement with the Stock Exchanges)

Corporate Governance Philosophy

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

The Management endeavours the attainment of highest levels of transparency, accountability and enhanced stakeholder value over a sustained period of time through good corporate governance.

Board of Directors

The Board consists of a Non-Executive Promoter Director as Chairman, 1 Executive Director as Wholetime Director, 4 Independent Directors and 2 Non Executive Non Independent Directors. The Board functions both as a full Board and through Committees. The Board of Directors and the Committees meet at regular intervals. There are 5 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders’/Investors Grievance Committee, Remuneration Committee, Finance Committee and Investment Committee. The Composition and category of Directors as on 31st March, 2010 are as follows:

Category Name of Director Non Executive Promoter Chairman Mr. Braj Binani – Chairman Executive Director Mr. P. Acharya – Wholetime DirectorIndependent Directors Mr. S. Padmakumar

Dr. V. C. Shah

Mr. V. Subramanian

Mr. Ramkrishna MoogimaneNon Independent Non Executive Director Mr. M. K. Chattopadhyaya

Ms. Nidhi Singhania

During the year ended 31st March 2010, 5 Board Meetings were held on the following dates viz. 23rd April, 2009, 21st July, 2009, 22nd October, 2009, 6th January, 2010 and 27th January, 2010. None of the Directors on the Board are members of more than 10 Committees and Chairman of more than 5 Committees which are mandatory in nature in public companies in which they are Directors.

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

S r. No.

Name of the Director Category of

Directorship

No. of Board meeting attended

(From 1.4.09 to 31.3.10)

Attend-ance at

last AGM

No. of other

Director-ships

No. of Membership / Chairmanship*in other Board /Committee(s).

Chairman (C) Member (M)1. Mr. Braj Binani,

Chairman Non Independent Non Executive

4 Yes 4 0 0

2 Mr. S. Padmakumar Independent Non Executive Director

4 Yes 6 3 5

3 Dr. V. C. Shah IndependentNon Executive Director

5 Yes 4 1 2

4 Mr. V. Subramanian Independent Non Executive Director

5 Yes 7 1 6

5 Ms. Nidhi Singhania Non Independent Non Executive Director

4 Yes 2 0 0

6 Mr. Ramkrishna Moogimane

Independent Non Executive Director

5 Yes 2 1 1


21

S r. No.

Name of the Director Category of

Director-ship

No. of Board meeting attended

(From1.4.09 to 31.3.10)

Attend-ance at

last AGM

No. of other

Director-ships

No. of Membership / Chairmanship

in other Board /Committee(s).

7 Mr. M.K. Chattopadhyaya

Non Independent Non Executive Director

5 Yes 2 0 1

8 Mr. Sanjay Vohra

(Nominee of JP Morgan Special Situations Mauritius Limited) @


Nil No - - -

9 Mr. Shishir Jain @ ( Alternate Director to Mr. Sanjay Vohra )


1 No - - -

10 Mr. P. Acharya Non Independent Executive Director

4 Yes 0 0 0

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

@ Ceased to be a Director of the Board w.e.f. 20th July, 2009 .Mr. M. K. Chattopadhyaya, who is an employee of the Holding Company, has been nominated as the Chief Financial Officer of the Company. Material Transactions of Directors The Company does not have any pecuniary relationship or transaction with any of the non executive Directors except to the extent of commission and sitting fee being paid to them. Mr. S. Padmakumar is a Director in Binani Industries Limited (Holding Company), Binani Zinc Limited, Goa Glass Fibre Limited and Wada Industrial Estate Limited (Fellow Subsidiaries). Dr. V. C. Shah is Director of Binani Industries Limited while Mr. V. Subramanian is Director in Binani Zinc Limited, Goa Glass Fibre Limited, Wada Industrial Estate Limited and BT Composites Limited which are fellow subsidiaries.Audit CommitteeAudit Committee of the Board was constituted in the year 2000 and has been reconstituted from time to time. The Company has complied with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to the composition and terms of reference of the Audit Committee. The Committee comprised of three independent non Executive Directors one of whom is the Chairman and one non independent non Executive Director. Audit Committee is responsible for the financial reporting and ensuring compliances with accounting standards and reviewing financial policies of the Company and to recommend the appointment of Statutory Auditors, Internal Auditors, Tax Auditors and Cost Auditors and fix their fees.The Committee examines in detail the reports of the Internal Auditors of the Company. The Committee also reviews all the unaudited quarterly Financial Results and the audited results including that of Subsidiaries before submission to the Board. The Chairman of the Audit Committee, Mr. S. Padmakumar was present at the last Annual General Meeting (AGM) of the Company held on 26th June, 2009. The Audit Committee met 4(four) times during the year under review on 22nd April, 2009, 21st July, 2009, 22nd October, 2009 and 26th January, 2010.

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

Name of the Director No. of Meeting Attended Whether attended AGM

Mr. S. Padmakumar – Chairman 4 YesDr. V.C. Shah 4 YesMr. V. Subramanian 4 Yes Mr. M. K. Chattopadhyaya 4 Yes

Mr. P. Acharya, Wholetime Director designated as Chief Executive Officer and Mr. M. K. Chattopadhyaya, the Chief Financial Officer attend all the meetings of the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are invited to attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee.

Shareholders/Investors Relations Committee

The Investor Relations Committee comprises of 3 Independent Directors and 1 Non Independent and Non Executive Director to ensure speedy disposal of the share transfer, Dematerialisation and Rematerialisation requests received by the Company. The Committee, apart from overseeing the Share transfer and dematerialisation and rematerialisation work also looks into various investor complaints.


22

During the year 2009-10,103 complaints were received from investors mainly pertaining to the non receipt of dividend. All the investor’s complaints have been resolved to the satisfaction of the complainants. As on 31.3.2010 there were no complaints pending to be resolved.

The Committee met 4 times during the year on 8th June, 2009, 7th August, 2009, 10th March, 2010 and 22nd March, 2010 to consider requests for rematerialisation of shares. The attendance in the said Committee is as under :-

Name of the Director No. of Meetings AttendedDr. V.C. Shah -- Chairman 4Mr. S. Padmakumar NilMr. V. Subramanian 1Mr. M. K. Chattopadhyaya 3

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

Remuneration Committee

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

The Remuneration Committee at present consists of 3 Independent Directors and 1 Non Executive Non Independent Director. Mr. S. Padmakumar is the Chairman of the Remuneration Committee.

The Committee met once during the year on 21st July, 2009 and approved the revision in the remuneration to be paid to Mr. P. Acharya as Wholetime Director w.e.f 1st July, 2009. All the members of the Committee were present at the meeting held on 21st July, 2009.

The composition of Remuneration Committee is given below:

SI. No. Name of the Member

1. Mr. S. Padmakumar – Chairman

2. Mr. V. Subramanian

3. Dr. V. C. Shah

4. Mr. M. K. Chattopadhyaya

Details of remuneration paid to the Directors for the year ended 31st March, 2010

(i) Executive Directors (Rs in Lakhs)

Name & Position Salary Commission Perquisities Provident Fund Retirement Benefits Total

P. Acharya, Wholetime Director 4537500 0 982424 544500 0 60,64,424

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

There are no stock options available / issued to any Director of the Company.

Non-Executive Directors

Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays Rs. 5000 by way of Sitting Fees for Board Meeting and Rs. 2500 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission to the Non Executive Directors at the Extraordinary General Meeting held on 15th February, 2008 and accordingly commission aggregating to Rs. 18.00 Lakhs was paid to the Non Executive Independent Directors.

There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2009-10 other than the above.

There are no convertible instruments issued to any of the Non-Executive Directors of the Company.

Finance Committee

The Board has also constituted a Committee of Directors to oversee the financial function and for availing various facilities including working capital facilities from bankers. The Committee comprised of Mr. S. Padmakumar, Dr. V. C. Shah, Mr. V. Subramanian and Mr. M. K. Chattopadhyaya. The Committee consisted of 3 independent directors and 1 non independent non executive director.

The Committee met 13 times during the year 2009-10.


23

Disclosuresa) There are no significant Related Party transactions during the year of material nature with the promoters, directors or the

management or their subsidiaries or relatives, etc, potentially conflicting with Company’s interest at large. Related Party transactions are disclosed in the Notes to Accounts forming part of this Annual Report.

b) As per Clause 49(V) of the Listing Agreement, the Chief Financial Officer & Wholetime Director ( CEO) certified to the Board on their review of financial statements and cash flow statements for the financial year ended 31st March, 2010 in the form prescribed by Clause 49 of the Listing Agreement which is given below.

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

The Company has not raised any funds through Public Issue or Rights Issue during the year.

d) Mandatory Requirements : The Company has complied with all Mandatory requirements of the Clause 49 of the listing agreements with Stock Exchanges.

Non-Mandatory requirements :

The extent of Compliance is given below :

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

2. The Company does not have a Whistle Blower policy.

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

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

e) Details of information on re-appointment of directors : A brief resume, nature of expertise in specific functional areas, number of equity shares held in the company by the Director or for other person on beneficial basis, names of companies in which the person already holds directorship and membership of committees of the Board forms part of the Notice convening the 14th Annual General Meeting .

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

g) BCL Code of Conduct for Directors and Senior Management:

The Company has framed and implemented BCL Code of Conduct for its Directors and Senior Management. The Code of Conduct has also been posted on the Company’s website www.binani.net. Affirmation on compliance of Code of Conduct for the financial year 2009-10 has been received from all the Directors and Senior Management personnel of the Company.

h) Disclosures of Accounting Treatment wherever applicable have been made in the Audited Financial Accounts for the year ended 31.03.2010.

i) Shareholding of Non Executive Directors :

The Shareholding of Non Executive Directors as on 31.3.2010 are as under :

S.No Name of the Director No. of Equity Shares held 1 Mr Braj Binani 50 (Nominee of BIL) 2 Ms Nidhi Singhnia Nil 3. Mr S. Padmakumar Nil 4. Dr V.C.Shah 12240 5. Mr V. Subramanian 10 (Nominee of BIL) 6. Mr Ramkrishna Moogimane Nil7. Mr. M. K. Chattopadhyaya 10 (Nominee of BIL)

Subsidiary Companies

The Company now has six overseas subsidiaries namely Mukandan Holdings Limited, Krishna Holdings Pte Limited, Murari Holdings Limited, Shandong Binani Rongan Cement Co. Limited , Binani Cement LLC, Dubai and Bhumi Resources (Singapore) Pte Limited which are non material non listed subsidiaries. The Audit Committee has now reviewed the Financial Statements of all the Subsidiaries except Bhumi Resources ( Singapore ) Pte Limited whose first accounting year ends on 31st December, 2010. The Minutes of the subsidiary companies are also being placed before the Board of Directors of the Company on a regular basis.


24

Chairman / CFO Certificate

In compliance with Clause 49(V) of the Listing Agreement with the Stock Exchanges, the Company has obtained a Certificate from the Wholetime Director & CEO and CFO which has been placed before the Board stating and certifying that :

(a) they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2010 and that to the best of their knowledge and belief:

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

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

(b) there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year 2009 -2010 which are fraudulent, illegal or violative of the Company’s code of conduct.

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

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

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

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

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

Risk Assessment and Minimisation Procedures

The Company has identified certain risk areas with regard to the operations of the Company and have taken steps , wherever possible for minimization of risk. The Company’s Board is conscious of the need to review the risk assessment and minimization procedures on regular intervals.

Annual General Meetings

The last three Annual General Meetings were held as under :

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

2007 11th AGM Kala Mandir 48,Shakespeare Sarani,Kolkata -700017 2nd July, 2007 2.00 p.m. Yes2008 12th AGM Kala Mandir 48,Shakespeare Sarani,Kolkata -700017 23rd June 2008 11.40 a.m No2009 13th AGM Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020 26th June 2009 11.30 a.m No

No item of business relating provisions contained in Section 192A of the Companies Act, 1956, requiring voting by postal ballot were passed by Postal Ballot during the year under review.

Means of Communication :a) Quarterly results are published in the pro-forma prescribed by Stock Exchanges, in The Economic Times and Aajkal, a Bengali

Newspaper.

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

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

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

General Information for Shareholders

(i) Date, Time and Venue of theAnnual General Meeting

: 25th June, 2010 at 11.30 a.m or on completion of the AGM of Binani Zinc Limited

(ii) Financial Year : 1st April to 31st MarchFinancial Results : Will be published on or beforeResults for Quarter ending June 30, 2010 : 31st July, 2010Results for Quarter ending September 30, 2010 : 31st October, 2010


25

Results for Quarter ending December, 31, 2010 : 31st January, 2011Results for Quarter ending March 31, 2011 : 31st May, 2011

(iii) Date of Book closure : 18th June, 2010 to 25th June, 2010 (iv) Dividend Payment Date : on or before 25th July, 2010 Listing on Stock Exchangesa) The Company’s Equity Shares are listed on the following Stock Exchanges:

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

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

b) The Company has paid the Listing Fees for the year 2010-11 to both the Stock Exchange where the Company’s equity shares are listed.

Market Price Data ( BSE & NSE )

Months Price Data (BSE) Price Data (NSE) SENSEXHigh Low High Low High Low

April 09 43.90 29.25 44.00 28.60 11492.10 9546.29May 09 60.25 36.60 60.45 36.15 14930.54 11621.30June 09 64.00 48.10 64.40 46.75 15600.30 14016.95July 09 62.50 45.50 63.70 45.55 15732.81 13219.99August 09 67.00 52.95 67.20 54.50 16002.46 14684.45September 09 73.95 61.50 74.00 61.40 17142.52 15356.72October 09 74.00 62.00 72.80 62.50 17493.17 15805.20November 09 68.00 60.00 68.00 58.00 17290.48 15330.56December 09 73.30 64.05 73.40 58.00 17530.94 16577.78January 10 85.00 68.70 82.50 68.80 17790.33 15982.08February 10 77.00 67.50 76.90 67.65 16669.25 15651.99March 10 79.50 72.00 79.40 70.00 17793.01 16438.45

Registrar and Transfer Agents

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

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

Share Price Performance at BSE in Comparison to BSE Sensex

0.0010.0020.0030.0040.0050.0060.0070.0080.0090.00

Apr-09

May-09

Jun-09

Jul-09Aug-09

Sep-09

Oct-09

Nov-09

Dec-09

Jan-10

Feb-10

Mar-10

Months

Sha

re P

rice

on B

SE

Rs.

02000400060008000100001200014000160001800020000

BS

E S

ense

x

Price Data ( BSE ) High Price Data ( BSE ) Low SENSEX High SENSEX Low

09-10


26

Share Transfer System

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

Distribution of Shareholding as on 31st March, 2010

No. of Shares held No. of Shareholders

% of Shareholders No. of Shares held % of Shareholding

Up to 500 24176 87.90 3435238 1.69501 to 1000 1986 7.22 1463596 0.721001 to 2000 774 2.82 1055435 0.522001 to 3000 176 0.64 454358 0.223001 to 4000 86 0.31 307567 0.154001 to 5000 91 0.33 437082 0.225001 to 10000 102 0.37 772786 0.3810001 and above 112 0.41 195175212 96.10TOTAL 27503 100.00 203101274 100.00

Pattern of Shareholding as on 31st March, 2010 (I) (a) Statement showing Shareholding Pattern as on: 31st MARCH 2010 Name of the Company: BINANI CEMENT LIMITED Scrip Code: BSE : 532849 Scrip Code: NSE : BINANICEM

Category code (I)

Category of shareholder (II) Number of shareholders

(III)

Total number of Shares (IV)

Number of shares held in dematerialized form (V)

Total shareholding as a percentage of total number of Shares

Shares Pledged or Otherwise encumbered

As a percentage of (A+B) (VI)

As a percentage of (A+B+C) (VII)

No. of Shares

(VIII)

As a percentage

(IX )(A) Shareholding of Promoter and

Promoter Group (1) Indian (a) Individuals/ Hindu Undivided

Family6 100 0 0 0 0 0

(b) Central Government/ State Government(s)

(c) Bodies Corporate 1 131825856 131825856 64.91 64.91 0 0(d) Financial Institutions/ Banks (e) Any Other (specify) 0 0 0 0 0 0 0

Sub-Total (A)(1) 7 131825956 131825856 64.91 64.91 0 0(2) Foreign (a) Individuals (Non-Resident

Individuals/ Foreign Individuals) (b) Bodies Corporate(c) Institutions (d) Any Other (specify)

Sub-Total (A)(2) 7 131825956 131825856 64.91 64.91 0 0

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

7 131825956 131825856 64.91 64.91 0 0

(B) Public Shareholding NA NA(1) Institutions NA NA


27

Category code (I)

Category of shareholder (II) Number of share-holders

(III)

Total number of Shares (IV)

Number of shares held in dematerialized form (V)

Total shareholding as a percentage of total number of Shares

Shares Pledged or Otherwise encumbered

As a percentage of (A+B) (VI)

As a percentage of (A+B+C) (VII)

No. of Shares

(VIII)

As a percentage

(IX )(a) Mutual Funds/ UTI 1 193925 193925 0.10 0.10 (b) Financial Institutions/ Banks 5 3846088 3846088 1.89 1.89 (c) Central Government/ State

Government(s) 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 (e) Insurance Companies 0 0 0 0 0 (f) Foreign Institutional Investors 9 5202714 5202714 2.56 2.56(g) Foreign Venture Capital

Investors0 0 0 0 0

(h) Any Other 0 0 0 0 0 Sub-Total (B)(1) 15 9242727 9242727 4.55 4.55

(2) Non-institutions NA NA(a) Bodies Corporate 533 2278775 2278775 1.12 1.12(b) Individuals -

1 Individual shareholders holding nominal share capital up to Rs. 1 lakh.

26389 6934060 6933562 3.41 3.41

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

50 1436519 1436519 0.71 0.71

(c) Any Other (specify)1. Clearing Members 187 289744 289744 0.14 0.142. NRIs 317 305175 305175 0.15 0.15

3.Foreign Companies 3 50775318 50775318 25.00 25.004.Trusts 2 13000 13000 0.01 0.01 Sub-Total (B)(2) Total Public Shareholding

27481 62032591 62032093 30.54 30.54 NA NA

(B)= (B)(1)+(B)(2) 27496 7125318 71274820 35.09 35.09 NA NA

TOTAL (A)+(B) 27503 203101274 203100676 100.00 100.00 0 0(C) Shares held by Custodians

and against which Depository Receipts have been issued

0 0 0 0 0 NA NA

GRAND TOTAL ( A ) + ( B ) + ( C)

27503 203101274 203100676 100.00 100.00 0 0

Dematerialisation of Equity Shares and Liquidity

As on 31st March, 2010, 99.99% of the Company’s Equity Shares have been dematerialized.

As per directives issued by SEBI, it is compulsory to trade in the Company’s shares in the dematerialised form. The ISIN Number allotted by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for trading in the Company’s shares in Demat form is INE042H01019

Outstanding GDRs /ADRs/ Warrants or any Convertible instruments,

There are no outstanding GDRs/ADRs/Warrants due for any conversion in future.

Entities comprising “Group” under Regulation 3(1)(e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Binani Industries Limited, Binani Metals Limited, Binani Cement Limited, Binani Zinc Limited, Goa Glass Fibre Limited, R.B.G.Minerals Industries Limited, Binani Energy Private Limited, Ess Vee Alloys Private Limited, B T Composites Limited, Wada Industrial Estate Limited, Sambhaw Holdings Limited, Dharmik Commodeal Private Limited, Krishna Holdings Pte. Ltd., Singapore, Shandong Binani Rong’An Cement Co. Ltd., China, Mukundan Holdings Limited, BVI, Binani Cement Factory LLC. Dubai, Murari Holdings Limited, BVI, Bhumi Resources (Singapore ) Pte Limited, Singapore, Sankalp Holdings Limited, Cyprus, Abhinav Holdings Limited, Cyprus,


28

Suryamukhi Vintrade Pvt. Ltd., K B Vyapar Pvt Ltd, Manjushree Holdings Pvt Ltd., Vijayshree Holdings Pvt Ltd, Triton Trading Co Pvt. Ltd., Akroor Traders Pvt. Ltd., Lucknow Properties & Finance Private Limited, Lexus Holdings & Finance Pvt. Ltd., Ace Portfolio & Finance Pvt. Ltd., Miracle Composites Private Limited, Miracle Securities Private Limited, Mr. Braj Binani, Mrs. Kalpana Binani, Mrs. Nidhi Singhania , Ms. Shradha Binani, Ms. Vidushi Binani (Minor).

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

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

Address of the Registered Office : Binani Cement Limited Om Tower, 32, Chowringhee Road, Kolkata – 700 071. Tel No. 033 22882508 Fax No. 033 22882510

Investor Complaints underClause 47(f) of the Listing Agreement Contact Person : Mr. Atul P. Falgunia Company Secretary [email protected]

Subsidiaries Plant Locations : 1. Shandong Binani Rong’An Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China.

2. Binani Cement Factory LLc Jebel Ali, Dubai, UAE

Address for Communication for BCL , Subsidaries and Associates : Registered Office 1. Binani Cement Limited (BCL) 706, Om Tower, 32, Chowringhee Road Kolkata -700 071. 2. Krishna Holdings Pte Limited (KHL) 24, Raffles Place, # 29-04A, Clifford Centre, Singapore -048621. 3. Mukundan Holdings Limited (MHL) P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortala, British Virgin Islands ( BVI) 4. Shandong Binani Rong’An Cement Company Limited (SBRCC) Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China. 5. Binani Cement Factory LLC (BCFLLC) Jebel Ali, Dubai, U.A.E 6. Murari Holdings Limited (MuHL) Akara Building, 24 De Castro Street Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. 7. Bhumi Resources (Singapore) Pte Limited (BRSPL) 29-04A, Clifford Centre, 24, Raffles Place, Singapore -048621.


29

ANNEXURE - ECODE OF CONDUCT – DECLARATION UNDER CLAUSE 49(1)(D)

This is to certify that:

1. In pursuance of the provisions of Clause 49(1)(D) of the Listing Agreement with Stock Exchanges, a Code of Conduct for the Board Members and the Senior Management Personnel of the Company has been approved by the Board at its meeting held on 27th February, 2006.

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

3. All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct, for the period ended 31st March, 2010.

For Binani Cement Limited

P. Acharya Wholetime Director

Place : Mumbai Dated : 23rd April, 2010.

ANNEXURE - DAUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To,The Members of Binani Cement Limited

We have examined the compliance of conditions of Corporate Goverance by Binani Cement Limited (the Company) for the year ended March, 31, 2010 as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges of India.

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

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

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

For Haribhakti & Co. For Kanu Doshi AssociatesChartered Accountants Chartered AccountantsFRN No.103523W FRN No. 104746W

RAKESH RATHI JAYESH PARMARPartner PartnerMembership No. 45228 Membership No. 45375

Place : Mumbai Place : MumbaiDate : 23rd April 2010 Date : 23rd April 2010


30

AUDITORS’ REPORTTo the Members of Binani Cement Limited

1. We have audited the attached Balance Sheet of BINANI CEMENT LIMITED (‘the Company’) as at March 31, 2010 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the profit and loss account, of the Profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.



Place : Mumbai Place : MumbaiDate : 23rd April, 2010 Date : 23rd April 2010


31

ANNEXURE TO AUDITORS’ REPORT[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of BINANI CEMENT LIMITED on the financial statements for the year ended 31st March 2010]

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

(b) All the fixed assets of the Company have not been physically verified by the management during the year, but there is a regular programme of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. As informed, no material discrepancies was noticed on such verification.

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

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

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

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

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

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

(V) According to the information and explanations given to us, there is no particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 and hence, sub clause (b) of clause (v) is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

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

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

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

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


32

(Rs. In Lacs)

Name of the Statute Nature of Dues Amount (Rs)

Period to which the amount relates

Forum where dispute is pending

Customs Act, 1962 Duty on DEPB licenses and interest there on

6.77 2000-01 Commissioner of Custom Kandla/CESTAT Ahmedabad

Central Excise Act, 1944 ED demand against Dispatch of Cement to Earthquake area

1.78 2001-02 Hon’ble Rajasthan High Court, Jaipur

Central Excise Act, 1944 Clearance of Excess Cement 73.61 2000 to 2004 Hon’ble Rajasthan High Court, Jodhpur

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

Jaipur IICentral Excise Act, 1944 Cenvat on Electrodes etc. 2.10 2008-09 Appeal to be filed before

Commissioner (Appeals), Jaipur II

Customs Act, 1962 Differential Custom Duty 30.61 2002-03 & 2003-04 Hon’ble High Court, Gujarat

Central Excise Act, 1944 CENVAT Credit on Service Tax 0.94 2006-07 & 2007-08 Commissioner (Appeals), Jaipur II

Central Excise Act, 1944 Excise Duty on Sale 1.00 2006-07 & 2007-08 CESTAT, DelhiRajasthan Sales Tax Act, 1994 Sales tax on freight and credit notes 70.21 1997-98 Hon’ble High Court,

JodhpurRajasthan Sales Tax Act, 1994 Sales Tax matters 10.20 1996-97 Hon’ble High Court,

JodhpurRajasthan Sales Tax Act, 1994 Sales Tax matters 0.50 2005-06 Hon’ble High Court,

JodhpurCentral Excise Act, 1944 Cenvat on Capital Goods 34.70 2006-07 Commissioner (Appeals),

Jaipur IIUP Trade tax / Entry tax UP tax on entry of goods 64.77 2004-05 & 2006-08 Hon’ble Allahabad High

CourtUP Trade tax / Entry tax Late deposit of U P VAT 13.30 2008-09 & 2009-10 Additional Commissioner

(Appeals), GhaziabadUP Trade tax / Entry tax Incomplete details on Form 18 0.02 2008-09 Additional Commissioner

(Appeals), GhaziabadRajasthan Finance Act, 2006 Tax on lease hold land 1,228.00 2006 to 2010 Hon’ble Rajasthan High

Court, JaipurRajathan Tax on Entry of Goods into Local Area Act, 1999

Entry tax 725.81 2006 to 2010 Hon’ble Rajasthan High Court

Rajasthan Finance Act, 2006 M R Cess 583.84 2008 to 2010 Hon’ble High Court, Jodhpur

Rajasthan Sales Tax Act, 1994 Sales Tax Exemption 13,327.19 1998-99 Hon’ble Supreme CourtRajasthan Value Added Tax Act, 2006

Sales Tax Exemption 13,143.72 2007 to 2010 Hon’ble High Court, Jodhpur

Income Tax Interest under Section 234B and 234C

323.00 2006-07 Commissioner of Income Tax (Appeals)

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

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

(xii) We are of the opinion that the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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


33

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

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

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised, other than temporary deployment in deposits with banks, pending application of those loans.

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

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

(xix) According to the information and explanations given to us, the Company had issued debenture of Rs. 11,000 lacs. The Company has created security or charge in respect of debentures issued.

(xx) The Company has not raised any money by way of public issues during the year.

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



Place : Mumbai Place : MumbaiDate : 23rd April 2010 Date : 23rd April 2010


34

BALANCE SHEET AS AT 31ST MARCH, 2010 (Rs. Lakhs)

P A R T I C U L A R S SCHEDULE As at 31st March, 2010

As at 31st March, 2009

SOURCES OF FUNDS SHAREHOLDERS’ FUNDS

Share Capital 1 20,310.38 20,310.38 Reserves and Surplus 2 47,205.37 27,330.41

67,515.75 47,640.79 LOAN FUNDS

Secured Loans 3 92,295.59 74,019.60 Unsecured Loans 4 6,013.54 3,813.54

98,309.13 77,833.14 DEFERRED TAX LIABILITY (NET) 18,677.00 15,542.00 (Refer Note No. 22 of Schedule 15)TRADE DEPOSITS 2,871.09 2,476.08

TOTAL 187,372.97 143,492.01 APPLICATION OF FUNDS FIXED ASSETS 5

Gross Block 180,050.99 158,868.08 Depreciation (55,282.38) (47,118.85)Net Block 124,768.61 111,749.23 Capital Work-in-Progress 10,000.86 20,230.14

134,769.47 131,979.37 INVESTMENTS 6 37,457.20 21,129.87 CURRENT ASSETS, LOANS AND ADVANCES 7

Inventories 16,998.15 21,253.95 Cash and Bank Balances 30,943.59 8,721.46 Loans and Advances 24,193.40 18,479.31

72,135.14 48,454.72 CURRENT LIABILITIES AND PROVISIONS 8

Current Liabilities (43,832.71) (51,091.78) Provisions (13,156.13) (6,980.17)

(56,988.84) (58,071.95) NET CURRENT ASSETS 15,146.30 (9,617.23)

TOTAL 187,372.97 143,492.01 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

15

The Schedule referred to above & Notes to Accounts forms integral part of Balance SheetAs per our attached Report of even dateFor Haribhakti & Co. Chartered Accountants

For Kanu Doshi AssociatesChartered Accountants

For and on behalf of the Board of Directors

Rakesh RathiPartnerMembership No. 45228

Jayesh ParmarPartnerMembership No. 45375

M. K. Chattopadhyaya Braj BinaniChief Financial Officer Chairman

Firm Registration No. 103523W Firm Registration No. 104746W

Place : Mumbai Place : Mumbai Atul P. Falgunia P. AcharyaDate : 23rd April, 2010 Date : 23rd April, 2010 Company Secretary Wholetime Director


35

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010(Rs. Lakhs)

P A R T I C U L A R S SCHEDULE

For the Year ended 31st March,

2010

For the Year ended 31st March,

2009 INCOME Gross Sales 9 206,710.86 171,392.50

Less : Excise Duty on Sales 21,605.78 22,413.78 Net Sales 185,105.08 148,978.72 Other Income (Refer Note 12 of Schedule 15) 2,110.51 1,291.18 TOTAL 187,215.59 150,269.90 EXPENDITURERaw Materials, Packing Materials and Goods Consumption 10 25,010.43 13,922.39 Other Manufacturing Expenses 11 54,560.17 62,472.16 Payment to and Provision for Employees 12 3,435.24 2,939.36 Selling and Administration Expenses 13 45,031.73 40,296.56 Interest and Finance Charges 14 7,850.58 7,152.31 Depreciation and Amortisation 9,166.20 8,031.35 TOTAL 145,054.35 134,814.13 Profit Before Taxation and Prior period items 42,161.24 15,455.77 Prior period adjustments (Refer Note 6 of Schedule 15) (1,361.21) -

Profit before Tax 40,800.03 15,455.77 Provision for TaxLess - Current Tax 11,298.52 1,740.00 Add - MAT Credit Entitlement 1,747.73 - Less - Deferred Tax 3,135.00 2,790.00 Less - Fringe Benefit Tax - 59.27 Add - Excess Provision of earlier year written back 77.38 - Profit after Tax 28,191.62 10,866.50 Balance brought forward from Previous Year 19,597.40 13,720.89 Transfer from / (to) Debenture Redemption Reserve 1,200.00 1,100.00 Transfer to General Reserve (2,900.00) (1,100.00)Proposed Dividend (7,108.54) (4,265.13)Tax on Proposed Dividend (1,208.10) (724.86)Balance Carried to Balance Sheet 37,772.38 19,597.40Earning Per Share (Refer Note 26 of Schedule 15) 13.88 5.35Basic and Diluted (in Rupees)

Number of Shares used in computing earning per share 203,101,274 203,101,274(Basic and Diluted) SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 15

The Schedule referred to above & Notes to Accounts forms integral part of Profit & Loss AcoountAs per our attached Report of even dateFor Haribhakti & Co. Chartered Accountants






Firm Registration No. 103523W Firm Registration No. 104746WPlace : Mumbai Place : Mumbai Atul P. Falgunia P. AcharyaDate : 23rd April, 2010 Date : 23rd April, 2010 Company Secretary Wholetime Director


36

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010

(Rs. Lakhs)

PARTICULARS As at31st March, 2010

As at31st March, 2009

SCHEDULE - 1SHARE CAPITAL

AUTHORISED423,899,600 Equity Shares of Rs 10/- each 42,389.96 42,389.96

42,389.96 42,389.96ISSUED, SUBSCRIBED AND PAID-UP203,101,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/- each fully paid-up

20,310.13 20,310.13

Add : Amount paid-up on forfeited Shares 0.25 0.25TOTAL 20,310.38 20,310.38

NOTE : 1) 131,825,956 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company - Binani Industries

Limited and its nominees. 2) 152,322,787 (Previous Year 152,322,787) Equity Shares have been issued for consideration other than cash, pursuant to Schemes of

Arrangement. 3) 50,778,487 (Previous Year 50,778,487) Equity Shares have been issued on conversion of Cumulative Redeemable Preference Shares

as per agreed terms.SCHEDULE - 2

RESERVES AND SURPLUSDEBENTURE REDEMPTION RESERVEAs per Last Balance Sheet 3,700.00 4,800.00Add / Less : Transfer from / (to) Profit and Loss Account (1,200.00) (1,100.00)

2,500.00 3,700.00GENERAL RESERVEAs per last Balance Sheet 4,033.00 2,933.00Add : Transferred from Profit and Loss Account 2,900.00 1,100.00

6,933.00 4,033.00BALANCE IN PROFIT AND LOSS ACCOUNT 37,772.37 19,597.41

TOTAL 47,205.37 27,330.41

SCHEDULE - 3

SECURED LOANS(Refer Note 11 of Schedule 15)A. DEBENTURES 4,875.00 7,375.00 (Falling due for payment within one year Rs. 2,500 Lakhs) (Previous Year Rs. 2,500 Lakhs)B. TERM LOANS Financial Institutions 34,120.88 36,647.63 (Falling due for payment within one year Rs. 5,563.31

Lakhs) (Previous Year Rs. 3,977.36 Lakhs) Banks 53,292.13 29,260.20 (Falling due for payment within one year Rs. 8,523.67 Lakhs) (Previous Year Rs. 25,630.95 Lakhs)C. WORKING CAPITAL DEMAND LOAN / CASH CREDIT 7.58 736.77

TOTAL 92,295.59 74,019.60

SCHEDULE - 4UNSECURED LOANS

Banks 2,200.00 -Deferment of Value Added Tax 3,813.54 3,813.54(Refer Note 5 of Schedule 15)(Falling due for payment within one year Rs. Nil)(Previous Year Rs. Nil)

TOTAL 6,013.54 3,813.54


37

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(Rs. Lakhs)



SCHEDULE - 6

INVESTMENTSNon trade - unquoted (at cost)

LONG TERM INVESTMENTSAPPLICATION MONEY FOR INVESTMENT IN CAPITAL OF SUBSIDIARIES - PENDING ALLOTTMENTMurari Holdings Ltd. 1,926.46Mukundan Holdings Ltd. 5,088.90Krishna Holdings Pte. Ltd., Singapore 6,986.60 14,001.96 -

INVESTMENT IN SUBSIDIARY COMPANIES100,000 Shares (Previous Year 100,000 Shares) of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up

7,437,925 Fully paid up Shares (Previous Year 7,437,925 Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

9,631,835 fully paid up (Previous Year 9,631,835 fully paid-up) 8% Cumulative Preference Shares of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

39.76 39.76

2,020.43 2,020.43

2,616.41 2,616.41

32,500,000 fully paid up Shares (Previous Year 32,500,000 Shares) of Murari Holdings Ltd. of US $ 1 each

16,453.27 16,453.27

5,000,000 fully paid up Shares (Previous Year Nil) of Bhumi Resources (Singapore) Pte. Ltd. of Singapore Dollar 1 each

2,325.37 -

TOTAL 37,457.20 21,129.87

Number of Units / Shares purchased and sold during the year Face Value

(In Rs.)Purchased Sold

Units in Mutual FundsBaroda Pioneer Liquid Fund - Inst Plan - Daily Div 10 118,454,511 118,454,511Baroda Pioneer Treasury Advantage Fund - IP - Dly Dividend 10 94,512,281 94,512,281Birla Sun Life Cash Plus - Institutional Premium Plan - Daily Div 10 61,891,569 61,891,569Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div 10 22,005,923 22,005,923Birla Sun Life Savings Fund - IP - Dly Dividend 10 60,055,262 60,055,262Birla Sun Life Short Term Fund - IP - Dly Dividend 10 18,008,003 18,008,003Fidelity Cash Fund(Institutional ) Daily Dividend 10 5,000,818 5,000,818Fortis Money Plus IP Fund - Daily Dividend 10 49,101,591 49,101,591Fortis Overnight Fund - Daily Dividend 10 48,988,654 48,988,654Templeton India TMA - Super IP - Dly Div 1,000 199,883 199,883Templeton India Ultra Short Bond Fund - Super IP - Dividend 10 20,017,995 20,017,995HDFC Liquid Fund - Premium Plan - DDR 10 8,157,671 8,157,671HDFC Cash Mgmt Fund - Savings Plan - Daily Div 10 14,105,256 14,105,256HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div 10 14,997,147 14,997,147ICICI Prudential Liquid plan-Super Institutional-Daily Dividend 10 8,007,661 8,007,661ICICI Prudential Flexible Income Plan -Premium-Daily Dividend 10 3,790,595 3,790,595JM High Liquidity Fund-Institutional Plan-Daily Dividend 10 3,994,034 3,994,034


39

Number of Units / Shares purchased and sold during the year Face Value

(In Rs.)Purchased Sold

JM Money Manager Fund-Super Institutional Plan-Daily Dividend 10 4,006,070 4,006,070JPMorgan India Liquid Fund- SIP DDR 10 7,994,290 7,994,290JPMorgan India Treasury Fund- SIP DDR 10 8,014,017 8,014,017Kotak Liquid - Inst Premium Plan - Daily Dividend 10 98,553,625 98,553,625Kotak Floater Long Term - Daily Dividend 10 42,740,163 42,740,163Kotak Flexi Debt Fund - IP - Daily Dividend 10 72,538,286 72,538,286LIC MF Liquid Fund - Daily Dividend 10 271,435,220 271,435,220LIC MF Liquid Fund - Growth Plan 10 3,019,707 3,019,707LIC MF Floating Rate Fund - ST - Daily Dividend 10 134,971,372 134,971,372LIC MF Savings Plus Fund - Dly Dividend 10 226,814,065 226,814,065LIC MF Income Plus Fund - Daily Dividend 10 46,600,756 46,600,756L&T Liquid Inst Daily Dividend 10 26,197,691 26,197,691L&T Freedom Income STP-Inst-Daily Dividend Reinvestment Plan 10 26,120,638 26,120,638Principal Cash Management Fund-Liquid Option-Inst Plan-Daily Dividend 10 4,999,313 4,999,313Principal Ultra Short Term Fund-Dividend Reinvestment Daily 10 4,995,169 4,995,169Reliance Liquid Fund-Treasury Plan-Institutional Option -Daily Dividend 10 9,814,198 9,814,198Reliance Liquidity Fund -Daily Dividend Reinvestment 10 2,999,374 2,999,374Reliance Medium Term Fund -Daily Dividend 10 2,927,769 2,927,769Reliance Money Manager Fund Institutional Option -Daily Dividend 1,000 30,135 30,135SBNNP Money Fund Super Inst. Daily Dividend Reinvestment 10 19,825,656 19,825,656SBNNP Ultra Short Term Fund Super Inst. Daily Dividend Reinvestment 10 9,975,917 9,975,917Tata Liquid Super High Investment Fund-Daily Dividend 1,000 44,879 44,879Tata Floater Fund-Daily Dividend 10 4,988,285 4,988,285UTI Liquid Cash Plan Institutional-Daily Income Option Re-Investment 1,000 333,562 333,562UTI Floating Rate Fund - STP - IP - Daily Dividend 1,000 270,308 270,308UTI Treasury Advantage Fund - IP - Daily Dividend 1,000 190,356 190,356UTI Money Market Fund-Daily Dividend Option-Reinvestment 10 2,181,899 2,181,899UTI Money Market Mutual Fund-Instituional Daily Dividend Option-Reinvestment 1,000 149,721 149,721


(Rs. Lakhs)



SCHEDULE - 7

CURRENT ASSETS, LOANS AND ADVANCES

CURRENT ASSETS :INVENTORIES(as taken, valued & certified by the Management)Stores, Spare Parts and Fuel 10,935.32 10,801.52Loose Tools 21.24 12.49Raw Material and Packing Material 1,223.50 734.43Work - In - Process 19.66 24.48Finished Goods 4,798.43 9,681.03

16,998.15 21,253.95CASH AND BANK BALANCESCash In Hand 7.61 5.65

Remittances in transit and cheques in hand - 12.08Balance with Scheduled Banks :


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SCHEDULE - 8CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Acceptances 210.62 469.93Sundry Creditors- For Trade(Refer Note No. 21)

16,540.79 27,070.51

- For Expenses 6,519.63 5,546.75Other Liabilities 17,179.62 13,123.15Advances from Customers 3,361.95 4,779.82Investor Education and Protection Fund shall be credited by the following- Unclaimed dividend 11.70 6.04Interest accrued but not due on loans 8.40 95.58

43,832.71 51,091.78

PROVISIONSFor Current Income Tax (net of Advance Tax Rs. 8,859.14 Lakhs and MAT credit entitlement Rs. 4,397.72 Lakhs deducted per contra)

4,748.58 1,883.82

For Proposed Dividend 7,108.54 4,265.13For Tax on Dividend 1,208.10 724.86For Leave Encashment 90.91 106.36

13,156.13 6,980.17 TOTAL 56,988.84 58,071.95

(Rs. Lakhs)



Current Accounts 12,338.40 3,916.73Collection Accounts 4,202.83 3,159.69Deposit Accounts (Including Rs. 0.75 Lakhs(Previous Year Rs. 1.83 Lakhs) in margin accounts)

14,394.75 30,943.59 1,627.31 8,721.46

LOANS AND ADVANCES (UNSECURED, CONSIDERED GOOD, UNLESS OTHERWISE STATED)Due from Subsidiary Companies 8,934.00 -Due from Holding Company(Refer Note No. 25 of Schedule 15)

9,032.42 8,557.65

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

2,584.54 2,655.95

MAT Credit Entitlement (Less Rs. 4,397.72 Lakhs provision for Income Tax deducted per contra)

1,709.37 4,359.36

Fringe Benefit Tax (net of provision) 10.20 5.20Other Deposits 993.30 708.54Balance with Excise, Customs and VAT Authorities 904.96 2,159.30Assets held for disposal 24.61 24,193.40 33.31 18,479.31TOTAL 72,135.14 48,454.72



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SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

(Rs. Lakhs)PARTICULARS For the Year ended 31st

March, 2010For the Year ended 31st

March, 2009SCHEDULE - 9

SALES Quantity (MT) Value Quantity (MT) ValueCement * 5,294,705 200,435.90 4,243,214 157,184.44

Clinker ** MT 212,956 6,274.96 564,191 14,208.06

TOTAL 206,710.86 171,392.50

* Sales include self consumption (Cement) of 6,391.71 MT amounting to Rs. 126.55 Lakhs (Previous Year 10,174.77 MT amounting to Rs. 218.21 Lakhs).** Includes self consumption of clinker nil (Previous Year 42,774 MT amounting to Rs. 641.68 Lakhs) during Trial period at NKT and samples 0.01 MT (Previous Year Nil) .

SCHEDULE - 10RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION

Raw Materials Consumed (Including Direct Mining cost) 9,877.27 7,952.68Royalty and Cess on Limestone 4,198.42 3,151.38Packing Materials Consumed 6,531.24 5,533.02(Increase)/Decrease in Work-in-ProcessOpening Stock 24.48 42.78Closing Stock 19.66 24.48

4.82 18.30(Increase)/Decrease in Finished StocksOpening Stock 9,681.02 6,878.72Closing Stock 4,798.43 9,681.02

4,882.59 (2,802.30)Excise Duty - on Cement / clinker stock and samples etc. (483.91) (389.34)Stock of Trial Run product of NKT unit, transferred during the year

- 458.65

TOTAL 25,010.43 13,922.39Break-up of Opening and Closing Stock of Finished Goods

Opening Stock Closing StockQuantity (MT) Value Quantity (MT) Value

Cement (MT) 87,370 2,134.79 66,216 1,461.48(30,728) (659.68) (87,370) (2,134.79)

Clinker (MT) 399,471 7,546.23 189,731 3,336.95(392,601) (6,219.04) (399,471) (7,546.23)

TOTAL 9,681.02 4,798.43(6,878.72) (9,681.02)

Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 6,547.40 MT (Previous Year 6,134.06 MT)Closing Stock of Clinker is net of Shortages, Damages & Handling Loss - 993.07 MT (Previous Year 1,473 MT)(Figures in brackets pertain to Previous Year)


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SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

(Rs. Lakhs)PARTICULARS For the Year ended

31st March, 2010For the Year ended 31st

March, 2009SCHEDULE - 11OTHER MANUFACTURING EXPENSES

Power and Fuel 42,985.28 53,599.03Freight and Loading Expenses on Clinker Transfer 4,088.23 2,690.90Consumption of Stores and Spares (Including Oil and Lubricants) 4,738.49 3,837.77Repairs and Maintenance- Buildings 150.41 149.67- Plant and Machinery 892.28 793.69- Others 39.61 67.13Other Operating Expenses 1,665.87 1,333.97TOTAL 54,560.17 62,472.16

SCHEDULE - 12PAYMENTS TO AND PROVISION FOR EMPLOYEES

Salaries and Wages 2,876.47 2,557.12Contribution to Provident and other Funds 381.35 237.56Workmen and Staff Welfare Expenses 177.42 144.68TOTAL 3,435.24 2,939.36

SCHEDULE - 13ADMINISTRATION & SELLING EXPENSES

(Refer Note No. 19 of Schedule 15)Rent 298.89 189.83Insurance 242.53 200.85Rates and Taxes 732.52 661.39Exchange Fluctuation (net) - 2,114.33Advertisement and Sales Promotion 2,864.25 2,598.79Directors Fee 2.33 1.43Outward Freight and Forwarding Expenses 34,331.44 30,190.66Commission to Selling Agents 2,274.41 1,699.66Loss on Disposal/Discard of Fixed Assets (net) 619.28 330.29Miscellaneous Expenses 3,666.08 2,309.33TOTAL 45,031.73 40,296.56

SCHEDULE - 14INTEREST AND FINANCE CHARGES

(Refer Note No. 19 of Schedule 15)Interest- Debentures 740.05 945.48- Term Loans 6,201.99 4,975.45- Others 386.03 867.22Finance Charges 522.51 364.16TOTAL 7,850.58 7,152.31


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SCHEDULE – 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1 SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

USE OF ESTIMATES

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

REVENUE RECOGNITION

a) Sales are recognised on transfer of title of the goods to the customers.

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.

ACCOUNTING OF CLAIMS

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

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

FIXED ASSETS

Fixed Assets are stated at cost, net of Cenvat less specific grants received, if any, and accumulated depreciation. Cost includes trial run and stablisation expenses, interest, finance costs and incidental expenses upto the date of capitalisation.

INTANGIBLE ASSETS

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

DEPRECIATION AND AMORTISATION

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

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

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

Depreciation on Leasehold Land is provided over the period of Lease.

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

Expenditure on major computer software is amortised over the period of expected benefit, not exceeding five years.

IMPAIRMENT OF ASSETS

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

SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010


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VALUATION OF INVENTORIES

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

Work – in – process is valued at weighted average cost.

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

INVESTMENTS

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

FOREIGN EXCHANGE TRANSACTIONS

Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts, the exchange differences are dealt with in the profit and loss account over the period of contracts.

EMPLOYEE BENEFITS

i) Defined Contribution Plan

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

ii) Defined Benefit Plan

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

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.

INCOME TAXES

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

Notes to Accounts :

2 The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (Net of Advances) Rs. 5,979.96 Lakhs (Previous Year 12,382.75 Lakhs).

3 Contingent Liabilities not provided for :

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

(ii) Demands raised by Excise Department including relating to dispute on weight of cement bags and welding electrodes aggregating to Rs. 104.30 Lakhs (Previous Year Rs. 100.33 Lakhs) - (excluding applicable interest). The Company has filed a writ petition in the Hon’ble High Court of Rajasthan, Jodhpur in respect of the disputes related to weight of Cement bags of which next hearing is awaited. However CBEC has issued circular no. 876/14/2008 - CX dt. 20.10.2008 vide which allowed the tolerance of 1% of weight and instructed to decide the pending cases accordingly.


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Regarding Welding Electrodes the case was decided by Commissioner (Appeals), Jaipur in favour of the Company. However , the department has appealed before CESTAT, Delhi.

(iii) Demands raised by Customs Department, Jamnagar in relation to import of coal made in earlier years aggregating to Rs.30.61 Lakhs (Previous Year Rs. 30.61 Lakhs). The Company has filed Appeals before CESTAT, Mumbai. CESTAT Mumbai has set aside the order of the Appellate Commissioner with a direction that the appeal by the department against the Assistant 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 Assistant Commissioner Central Excise, Jodhpur in relation to Cenvat Credit of Service Tax paid on Manpower Supply Services provided at Company Run Hospital Rs. 0.94 Lakhs (Previous Year Rs. 0.94 Lakhs). The Company has filed an Appeal before Commissioner (Appeals), Jaipur II. Case heard, decision awaited.

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

Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 and 83 amounting to Rs. 34.70 Lakhs (Previous Year Rs. Nil). The Company has filed an appeal before Commissioner (Appeals), Jaipur II. Case heard, decision awaited.

(v) Demands raised by Sales Tax Department aggregating to Rs.70.21 Lakhs (Previous Year Rs.70.21 Lakhs) contending that the Company has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before Hon’ble High Court, Jodhpur and has also obtained an interim relief. Besides, the Sales Tax department has also issued demand notices relating to various matters aggregating to Rs.10.70 Lakhs (Previous Year Rs.10.70 Lakhs), which are being contested by the Company, including in appeal and is hopeful of success.

(vi) Demands raised by Uttar Pradesh State Government on account of entry tax on Cement for the year 2003-04 and 2005-06 aggregating to Rs. 23.81 Lakhs ( Previous Year Rs. 23.81 Lakhs), based on market price which was disputed by the Company on the ground that the Entry Tax is payable on stock transfer price. The Company has paid and accounted the same as advances since a stay order has been obtained from Hon’ble Allahabad High Court, pending disposal of the matter.

The demand for the year 2004-05, 2006-07 and April, 07 to June, 07 aggregating to Rs. 69.77 Lakhs ( Previous Year Rs. 69.77 Lakhs) has not been provided for. No demand on account of Entry Tax for the period from July 07 to March 09 has been received. The Company has paid Rs. 5.00 Lakhs under protest against these demands and accounted the same as advances since a stay order has been obtained. The case is pending before the Hon’ble Allahabad High Court.

(vii) U P Commercial Tax, Ghaziabad issued Show cause notice seeking explanation on late deposit of VAT amount for the month of July ’08. The Company has filed reply explaining that VAT was deposited in time but due to Bank Holidays and Strike DD was cleared on 22.08.2008. Department has imposed penalty amounting to Rs. 22.04 Lakhs (Previous Year Rs. 22.04 Lakhs). We have filed an Appeal with Joint Commissioner (Appeals) whereby we have been granted stay for 55% of penalty and balance 45% amounting to Rs. 9.92 Lakhs paid under protest.

In the above case penalty of Rs. 2.15 Lakhs (Previous Year Rs. Nil) was also imposed in respect of late deposit of U P Entry Tax against which Additional Commissioner (Appeals), Commercial Taxes Ghaziabad granted stay for 55% of penalty and balance 45% amounting to Rs. 0.97 Lakhs was deposited.

(viii) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of Rs. 0.46 Lakhs on account of incomplete form no. 38 being carried by Truck of Cement. We have deposited Rs. 0.44 Lakhs under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(ix) Vide public notice under Section 40 of The Rajasthan Finance Act, 2006, the Assessing Authority has assessed the tax on Lease Hold Land at Rs. 638 Lakhs for the year 2006-07 and 07-08 and Rs. 638 Lakhs for 2008-09 and 09-10 (Previous Year Rs. 638 Lakhs for the year 2006-07 and 07-08). Against the above the Company has deposited Rs. 48 Lakhs under protest accounted for as an advance and obtained stay order from Hon’ble High Court, Jaipur.

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

(xi) Guarantees given by Banks Rs. 287.95 Lakhs (Previous Year 279.50 Lakhs)

(xii) Corporate Guarantees given to Bank for Loans to wholly owned subsidiaries of Rs. 34,868.70 Lakhs (US $ 76.50 million) to Mukundan Holdings Ltd. (Previous Year 43,945 Lakhs) and Rs. 13,446.10 Lakhs (US $ 29.50 million) to Murari Holdings Ltd. (Previous Year Rs. Nil).

(xiii) Claims against the Company in respect of certain Income Tax matters Rs. 366.88 Lakhs (Previous Year Rs. Nil). Out of above Rs. 43.88 Lakhs paid.


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4 Claims against the Company not acknowledged as debts :

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

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

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

However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, Rs. 3813.54 Lakhs was deferred and shown as Unsecured Loan.(Refer Schedule 4)

During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company has continued to defer 75% of the VAT liability amounting to Rs. 3967.07 Lakhs for the period 27th May, 2007 to 30th April, 2008.

Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of Rs. 396.72 Crores, but the SLSC sanctioned Rs. 280.47 Crores in Nov.’2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the Hon’ble High Court, Jaipur bench, based on the fact that the SLSC has not replied to our review application within the time frame as per the the New Rajasthan Sales Tax Incentive Scheme, 1989 and the decision is pending for review till date, hence the company has continued to avail the deferment benefit treated as deemed to be sanctioned. The amount of tax liability for the period 30th April, 2008 to 31st March, 2010 is Rs. 9,575.86 Lakhs against which we have deposited Rs. 399.21 Lakhs under protest as per the directions of the Hon’ble High Court.The Matter is pending for decision before Hon’ble Rajasthan High Court.

6 Reduction in interest of Rs. 1,361 Lakhs for the period 1st October, 2004 to 31st March, 2005, converted to Zero Coupon Loan (ZCL) as per the Restructuring Package (RP) of the Industrial Development Bank of India Limited (IDBI) approved during the Financial Year 2004-05 was payable in four annual installments commencing from 31st March, 2010 and ending on 31st March, 2013. The Company had approached IDBI for waiver of the same since as per restructuring the Company had become eligible for waiver as it had complied with all the terms and conditions of the restructuring package. During the current year, the above Zero Coupon Loan has been accounted and same is treated as Prior period expenses. The first installment of Rs. 340.30 lakhs has however been paid under protest with a request to once again review the matter.

7 During the year, the Company has invested Rs. 2,325.37 Lakhs in Bhumi Resources (Singapore) Pte. Ltd. towards 50 Lakhs fully paid-up shares of US $ 1 each.

8 Particulars in respect of goods manufactured:

Particulars For the Year ended 31st March, 2010

For the Year ended 31st March, 2009

Cement (MT) Installed Capacity (Annual) $ 6,250,000 6,000,000

Actual Production # 5,280,099 4,292,089$ Installed Capacity incresed from 6 Mn. MT to 6.25 Mn. MT w.e.f. 31.12.2009# Previous year figure excludes 49,812 MT during Trial Run at NKT Grinding unitClinker (MT) Actual Production 4,406,478 4,173,483

Licensed capacity is not indicated due to abolition of Industrial Licenses as per Notification No. 477(E) dated 25th July, 1991 issued under The Industries (Development and Regulation) Act, 1951.

Installed capacity being a technical matter, the same has been assessed by the management and relied upon by the Auditors.


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9 The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. is shown in Schedule 10 in profit and loss account.

10 The Company has not deposited the sum of Rs. 725.81 Lakhs (Previous Year Rs. 581.90 Lakhs), shown as current liability in Schedule 8, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act , 1999 on notified goods purchased from outside the state from May 06. The Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Pali for notice issued under Section 16(3) of the said “Act”. The said petition has been admitted by the Hon’ble Court and a stay has been granted. Further, the case has been referred to the larger bench of the Hon’ble Court.

11 LOANS - SECURED

A DEBENTURES

i) 11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20% SRNCD) - Outstanding Rs. 3,208.33 Lakhs (Previous Year Rs. 4,375 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company ) and (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited (BIL).

The Debenture shall be redeemable in a period of 6 years in quarterly installments commencing from 31st March, 2007 and ending on 31st December, 2012.

ii) 11.99% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 1,666.67 Lakhs (Previous Year 3,000 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company) and (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited (BIL).

The Debentures shall be redeemable at par in a period of 5 years in quarterly installments commencing from 30th September, 2008 and ending on 30th June, 2011.

B. TERM LOANS

I) Financial Institutions

a) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans - Outstanding Rs. 24,287.48 Lakhs (Previous Year Rs. 27,358.49 Lakhs)

The above term loans include loans aggregating to Rs. 5,953.59 Lakhs (Previous year Rs. 6,668.64 Lakhs), which were transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274 dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September, 2005.

Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present


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and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)/ deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F. L. Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust and Retention Account and (e) Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

b) Industrial Development Bank of India Ltd. (IDBI) - Zero Coupon Loan (ZCL)- Outstanding Rs. 1,020.90 Lakhs (Previous Year Rs. Nil)

Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)/ deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust and Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

Zero Coupon Loan (ZCL) is payable in four annual installments commencing from 31st March, 2010 and ending on 31st March, 2013. The Company has approached IDBI for waiver of the same since as per restructuring, the Company became eligible for waiver as it has complied with all the terms and conditions of the restructuring package.The Company has provided for ZCL and paid the first installment due as on 31.3.2010 under protest.

c) Eksport Kredit Finansiering A/S - Foreign Currency Loans - Outstanding Rs. 2,812.49 Lakhs ( Previous Year Rs. 3,889.14 Lakhs)

Secured by (a) exclusive first charge on the assets imported from M/s. F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered with EKF A/S. (b) Pari Passu charge on Trust and Retention account and (c) Corporate Guarantee of BIL.

d) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loans - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. 5,400 Lakhs)

Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank ) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)/ deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d) Pari Passu charge on Trust and Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

e) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 Lakhs yet to be availed) - Outstanding Rs.Nil ( Previous Year Rs. Nil)


49

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

II) Banks

i) Oriental Bank of Commerce - Rupee Term Loan - Outstanding Rs. Nil (Previous Year Rs. 249.97 Lakhs)

Secured/to be secured by (a) first pari-passu mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) both present and future, (b) first charge by way of hypothecation on all movables of the Company at Binanigram, Pindwara, Distt. Sirohi in Rajasthan (save and except book debts) including movable machinery, machinery spares, tools and accessories, present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debenture Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)/deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/S F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between EKF A/S and Binani Cement Ltd. (c) Corporate Guarantee of BIL (d) pari passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities and (e) pari passu charge on Trust and Retention Account.

ii) J P Morgan Chase Bank National Association - Rupee Term Loans - Outstanding Rs. Nil (Previous Year Rs. 5,571.43 Lakhs)

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of institutions / banks / debenture trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed(s) executed by the Company, (b) pari passu charge on Trust and Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities.

iii) Syndicate Bank - Term Loan - Outstanding Rs. 15,000 Lakhs (Previous Year Rs. Nil)

Secured / to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal.

iv) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 2,772.13 Lakhs (Previous Year Rs. 4,438.80 Lakhs)

Secured by (a) first Mortgage and exclusive charge created on immovable properties of first phase of 2 X 22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, all associated equipments and shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods and equipments forming part of the plant both present and future, (b) Secured by pari passu first mortgage and charge on underlying land and building for the first phase of 2 X 22.30 MW captive power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities situated at Binanigram, Pindwara, Sirohi in Rajasthan both present and future, (c) pari passu charge on Trust and Retention Account and (d) Corporate Guarantee of BIL.

v) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,857 Lakhs (Previous Year Rs. Nil)

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of institutions / banks / debenture trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the


50

Company, (b) pari passu charge on Trust and Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities.

vi) Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)


vii) Yes Bank Limited - Short Term Loans - Outstanding Rs. Nil (Previous Year Rs. 1,500 Lakhs)

Secured/to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal.

viii) Yes Bank Limited - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Corporate Guarantee of Binani Industries Ltd. till the time Yes Bank is included in to working capital consortium b) subservient charge on movable assets of the Company c) Post dated cheques for Principal repayment.

ix) Dena Bank - Short Term Loan - Outstanding Rs. Nil (Previous Year Rs. 2,500 Lakhs)

Secured/to be secured by a) Unconditional and Irrevocable Corporate Guarantee of Binani Industries Ltd. b) Post dated cheques for repayment of Principal.

x) Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. NIL (Previous Year Rs.7,500 Lakhs)

Secured/to be secured by a) Second charge on the Fixed Assets of the Company, b)Corporate Guarantee of Binani Industries Ltd. and c) Post dated cheques for repayment of Principal.

xi) UCO Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs)


xii) UCO Bank - Term Loan - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient Hypothecation charge on the plant and machinery of the Company b) Post dated cheques for repayment of Principal and Interest.

xiii) Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient Hypothecation charge on the movable assets of the Company b) Post dated cheques for repayment of Principal and Interest.

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

Secured/to be secured by a) Exclusive first charge on Plant and Machinery , Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

xv) State Bank of India - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company b) Post dated cheques for repayment of Principal and Interest.

xvi) Bank of India - Short Term Loan - Outstanding Rs. Nil (Previous Year Rs. 2,500 Lakhs)


xvii) Vijaya Bank - Term Loan (Rs. 4,000 Lakhs yet to be received) - Outstanding Rs.Nil (Previous Year Rs.Nil)

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


51

C WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS

Banks - Outstanding Rs. 7.58 Lakhs (Previous Year Rs. 736.77 Lakhs)

Secured against (a) Hypothecation of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods, Consumables, Stores and Spares and Packing Material, Book Debts and other Receivables belonging to the Company, second charge on immovable properties of the Company and Corporate Guarantee of BIL and (b) pari passu charge on Trust and Retention Account.

12 Other Income (Rs. Lakhs)



i) Scrap sales 198.92 285.51ii) Interest on fixed deposits (Includes tax deducted at source Rs. 23.46

Lakhs) (Previous Year Rs. 41.13 Lakhs)192.08 188.87

iii) Dividends Received 195.15 46.24iv) Insurance Claim 333.15 165.39v) Income from ‘inadvertent’ flow of surplus power to Rajasthan Power

Procurement Centre18.86 3.38

vi) Exchange Fluctuation (Net) 1,055.65 -vii) Sale of Carbon Credits (Certified Emission Reduction) - 283.05viii) Miscellaneous Income 116.69 318.74

TOTAL 2,110.50 1,291.18

13 (a) Raw Material Consumption :

(Rs. Lakhs)



QUANTITY (MT) VALUE QUANTITY (MT) VALUEIndigenousLimestone * 6,689,724 6,197.15 6,322,876 5,180.07Silica Sand (with iron ore / red ocher) 5,961 33.79 12,348 56.15Gypsum # 333,290 3,631.89 276,080 2,851.07Fly Ash # 544,540 4,212.86 414,588 3,016.78TOTAL 14,075.69 11,104.07

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

# Previous year figure excludes consumption during Trial Run at NKT Grinding Unit

(b) Spares and Components Consumed:

(Rs. Lakhs)



VALUE % VALUE %

Imported 1,281.63 28.64 706.79 19.66

Indigenous 3,193.43 71.36 2,889.14 80.34

TOTAL 4,475.06 100.00 3,595.92 100.00


52

14 Managerial Remuneration

(Rs Lakhs)



Salary 45.38 42.40

Contribution to Provident and other funds ** 5.45 4.38

Perquisites * 9.82 6.73

Commission to Directors (other than Whole-time Directors) 18.00 9.75

TOTAL 78.65 63.26

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

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

(Rs Lakhs)



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

Profit before Tax 42,161.24 15,455.77

Add : Directors Remuneration 60.64 53.51

Commission to Non Executive Directors 18.00 9.75

Loss on sale of Fixed Assets 619.28 330.29

Donation 75.00 25.00

Net Profit under Section 349 / 350 42,934.15 15,874.32

Maximum Remuneration as per Section 349 / 350 @ 5% 2,146.71 793.72

Commission to Non Executive Directors U/s 309(4) @1% 429.34 158.74

Commission actually paid to Non Executive Directors 18.00 9.75

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

(Rs Lakhs)



Capital Goods 1,403.97 356.04Components and Spare parts of Machinery 1,724.05 1,640.16

16 Expenditure in Foreign Currency (on Payment basis)Interest 288.71 385.37Consultancy 72.02 184.45Others 28.23 10.73TOTAL 388.96 580.55

17 Earnings in Foreign Exchange (on Receipt basis)Exports - F.O.B. basis - 2,648.78


53



18 Remuneration to AuditorsStatutory AuditorsStatutory Audit Fees 15.00 15.00Tax Audit Fees 2.50 -For other matters 5.93 3.00Reimbursement of Expenses 0.57 0.81TOTAL 24.00 18.81

Cost AuditorsCost Audit Fees 0.90 0.80Reimbursement of Expenses 0.13 -TOTAL 1.03 0.80

19 Selling and Administration Expenses includes Rs. 1,725 Lakhs (Previous Year Rs. 750 Lakhs, net of amount capitalised Rs. 192 Lakhs) paid to Binani Industries Limited. (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees.

Interest and Finance charges are net of Rs. 527.52 Lakhs (Previous Year Rs. 473.83 Lakhs), being interest charged by the Company to Binani Industries Limited based on balances in the current account.

20 The Company’s expansion project at its existing site for increasing power generation capacity by captive power plant is under implementation. The Company also has various ongoing projects in hand at Gujarat, Nimbri (Raj.) and Incidental Expenses pertaining to these projects incurred, included under capital work in progress as mentioned in Schedule 5, are as under :

(Rs Lakhs)



Balance Brought forward 2,750.27 469.24Power and Fuel 447.10 161.99Other Operating Expenses 28.84 1,214.93Repairs and Maintenance - Building - 0.09Repairs and Maintenance - Plant & Machinery - 0.74Repairs and Maintenance - Others 1.22 0.88Management / Consultancy Fee 88.57 192.00Salaries and Wages 132.79 138.88Contribution to Provident and other Funds 5.52 7.45Workmen and Staff Welfare Expenses 0.06 6.45Rent 3.10 2.10Rates and Taxes 0.04 3.76Insurance 7.12 5.88Other Sundry Expenses 44.32 152.92Interest - Term Loans 33.65 1,003.10Finance Charges 3.14 901.99

3,545.74 4,262.40Less:Interest Income on Fixed Deposits - 0.24Sales / Power 572.98 1,399.21Miscellaneous Income - 0.58Balance in Capital work in Progress 2,972.76 2,862.37Less : Capitalised 426.19 112.10Balance carried forward 2,546.57 2,750.27

(Rs. Lakhs)


54

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

22 Current tax for the period is provided considering the Minimum Alternative Tax credit applicable under the Income-tax Act, 1961. Deferred tax asset in respect of timing difference and unabsorbed depreciation / business loss has been recognised to the extent of deferred tax liability, representing depreciation, available for set off.

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

(Rs. Lakhs)

Particulars As at 31st March, 2010


a) Deferred Tax Liability

Depreciation 20,692.65 17,351.37

Total 20,692.65 17,351.37

b) Deferred Tax Asset

Disallowance under Income Tax Act, 1961 (2,016.55) (1,814.82)

Unabsorbed losses and depreciation as per previous return * - -

Total (2,016.55) (1,814.82)

Deferred Tax Liability 18,676.10 15,536.55

Provided upto last year 15,542.00 12,752.00

Provision for additional Deferred Tax Liability 3,134.10 2,784.55

Rounded off 3,135.00 2,790.00

23 The Company operates in a single segment i.e., “Production and Sales of Cement and Clinker”. Hence no additional disclosure under Accounting Standard - 17, “Segment Reporting” is required in these financial statements. There is no reportable Geographical Segment.

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

(Rs. Lakhs)

Particulars Currency As at 31st March, 2010


Outstanding Creditors for Coal USD 5,602 7,465

Outstanding Creditors for Spares DKK 0.24 -

Outstanding Creditors for Spares USD 21.53 -

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

Currency Number of Contracts Buy Amount Purpose

USD 9 9,600,000 Creditors Payment

25 Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India :

The Company has entered into transactions in ordinary course of business with related parties at arms length as per details below :

(As certified by the Management) :


55

(Rs. Lakhs)

Particulars Holding Company

Subsidiary/ Associates

Fellow Subsidiary

Enterprises where Key Management

Personnel has got significant

influence

Total

Sale of Fixed Assets- Binani Industries Ltd. - - - - -

(12.65) - - - (12.65)Service Charges for vehicle / Rent etc.- Binani Metals Ltd. - - - 73.55 73.55

- - - (79.76) (79.76)

Donation- G D Binani Charitable Trust - - - 25.00 25.00

(25.00) (25.00)- G D Binani Charitable Foundation - - - 50.00 50.00

- -Sale of Clinker- Binani Cement Factory LLC, Dubai (BCF) - - - - -

- (2,648.78) - - (2,648.78)Investments / Advance for Investments- Krishna Holdings Pte. Ltd. - 6,986.60 - - 6,986.60

- (4,636.84) - - (4,636.84)Balance as on 31st March, 2010 - 11,623.44 - - 11,623.44- Mukundan Holdings Ltd. - 5,088.90 - - 5,088.90

- (39.76) - - (39.76)Balance as on 31st March, 2010 - 5,128.66 - - 5,128.66- Murari Holdings Ltd. - 1,926.46 - - 1,926.46

- (16,453.27) - - (16,453.27)Balance as on 31st March, 2010 - 18,379.73 - - 18,379.73- Bhumi Resources (Singapore) Pte. Ltd. - 2,325.37 - - 2,325.37

- - - - -Balance as on 31st March, 2010 - 2,325.37 - - 2,325.37Due from Subsidiaries- Murari Holdings Ltd. - 4,605.05 - - 4,605.05

- - - - -Balance as on 31st March, 2010 - 4,467.00 - - 4,467.00

- - - - -Maximum Balance Outstanding Rs. 4605.05 Lakhs- Mukundan Holdings Ltd. - 4,596.85 - - 4,596.85

- - - - -Balance as on 31st March, 2010 - 4,467.00 - - 4,467.00

- - - - -Maximum Balance Outstanding Rs. 4596.85 LakhsPayment (Net) arising out of transactions in current account- Shandong Binani Rong’An Cement Co. Ltd., China (SBRCC)

- 8.70 - - 8.70


56


Subsidiary/ Associates

Fellow Subsidiary

Enterprises where Key Management

Personnel has got significant

influence

Total

Balance outstanding as on 31st March, 2010

- 8.70 - - 8.70

Dividends Paid- Binani Industries Ltd. 2,768.34 - - - 2,768.34

(3,295.65) - - - (3,295.65)Payment (Net) arising out of transactions in current account- Binani Industries Ltd. 474.77 - - - 474.77

(511.03) - - - (511.03)Balance outstanding as on 31st March, 2010

9,032.42 - - - 9,032.42

(8,557.65) - - - (8,557.65)Maximum Balance Outstanding Rs. 9,032.42 Lakhs(Previous year Rs. 8,557.65 Lakhs)

(Figures in bracket pertain to previous year)

Note:

1 The remuneration paid to key management personnel Mr. P. Acharya (Rs. 60.65 Lakhs) and payment towards Management Services Fee to holding company and interest allocated to holding company have been separately disclosed vide Note Nos.14 and 19 respectively.

2 Guarantees given/to be given to Banks by holding company on behalf of the Company have been separately disclosed in Note No. 11

3 Guarantee given by the Company to Banks for loans given to subsidiary is disclosed in Note no. 3 (xii).

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Subsidiaries : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited and Bhumi Resources ( Singapore ) Pte Limited.

c) Fellow Subsidiary : Binani Zinc Limited, Goa Glass Fibre Limited , BT Composites Limited, Wada Industrial Estate Limited.

d) Step down Subsidiary : Shandong Binani Rong’An Cement Co. Limited and Binani Cement Factory LLC, Dubai.

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

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

26 Earning per share is calculated as follows: (Rs. Lakhs)



Net Profit after tax 28,191.62 10,866.50

Equity Shares outstanding as at the period end (in Nos.) 203,101,274 203,101,274

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

203101,274 203,101,274

Nominal Value per Equity Share (in Rs.) 10/- 10/-

Earning Per Share (Basic and Diluted) (in Rs.) 13.88 5.35

(Rs. Lakhs)


57

27 EMPLOYEE BENEFITS :

a) Defined benefit plans as per actuarial valuation on 31st March, 2010

(Rs. in Lakhs)

Particulars Gratuity Funded Leave Encashment Non-Funded

I Expenses recognised in the Statement of Profit & Loss

For the year ended 31st

March, 2010


March, 2009


March, 2010


March, 2009

1 Current Service Cost * 46.76 38.88 (15.45) (12.77)

2 Interest Cost 22.31 18.94 - -

3 Employee Contributions - - - -

4 Expected return on plan assets (27.97) (22.06) - -

5 Net Actuarial (Gains) / Losses 117.43 18.81 - -

6 Past Service Cost - - - -

7 Settlement Cost - - - -

8 Total Expenses 158.52 54.57 (15.45) (12.77)

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

Gratuity Funded Leave Encashment Non-Funded

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


March, 2010


March, 2009


March, 2010


March, 2009

1 Present value of Defined Benefit Obligation 444.10 278.85 90.91 106.36

2 Fair value of plan assets 516.88 288.19 - -

3 Funded Status [Surplus/(Deficit)] 72.78 9.35 - -

4 Net Asset/ (Liability) 72.78 9.35 (90.91) (106.36)

Gratuity Funded Leave Encashment Non-Funded

III Change in obligation during the year For the year ended 31st

March, 2010


March, 2009


March, 2010


March, 2009

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

278.85 236.73 106.36 119.13

2 Current Service Cost * 46.76 38.88 (15.45) (12.77)

3 Interest Cost 22.31 18.94 - -

4 Settlement Cost - - - -

5 Past Service Cost - - - -

6 Employee Contributions - - - -

7 Actuarial (Gains) / Losses 117.42 18.81 - -

8 Benefits Payments (21.24) (34.52) - -

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

444.10 278.85 90.91 106.36



58

Gratuity Funded

IV Change in Assets during the Year For the year ended 31st

March, 2010


March, 2009

1 Plan assets at the beginning of the year 288.19 222.36

2 Assets acquired on amalgamation in previous year - -

3 Settlements - -

4 Expected return on plan assets - -

5 Contributions by Employer 221.96 78.28

6 Actual benefits paid (21.24) (34.52)

7 Actuarial (Gains) / Losses - -

8 Actual return on plan assets 27.97 22.06

9 Plan assets at the end of the year 516.88 288.19

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

Qualifying Insurance Policy YES YES

VI Actuarial Assumptions :

Discount Rate 8% 8%

Salary Escalation 7% 7%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is Rs. 90.91 Lakhs based upon following assumptions.

Discount Rate 8% 8%


28 Miscellaneous Expenses in Schedule 13 includes Rs. 25 Lakhs donation, given to G. D. Binani Charitable Trust and Rs. 50 Lakhs to G. D. Binani Charitable Foundation.

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

As per our attached Report of even dateFor Haribhakti & Co. Chartered Accountants








59

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010 (Rs Lakhs)

PARTICULARS For the year ended 31st March, 2010

For the year ended 31st March, 2009

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax 42,161.24 15,455.77Adjustments for :Depreciation/Amortisation 9,166.20 8,031.35Interest and Finance Charges 7,850.58 7,152.31Exchange Fluctuation (Net) - (283.72)(Profit)/ Loss on Sale/Discard of Fixed Assets 619.28 330.29Dividend Received (195.15) (46.24)Interest Income (196.11) (192.94)Operating Profit before working capital changes 59,406.04 30,446.82Adjustments for :Inventories 4,255.76 490.52Trade and Other Receivables 8,013.34 907.70Trade and Other Payables (23,008.89) 16,407.54Cash Generated from Operations 48,666.25 48,252.58Direct Taxes Paid / Refunds (3,888.36) (2,027.90)Net Cash from Operating Activities 44,777.89 46,224.68

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (12,599.59) (16,530.45)(including capital work-in-progress)Sale of Fixed Assets - 48.05Interest and Dividend Income Received 297.58 213.44Investments in Subsidiaries / Associates (16,327.33) (16,453.32)Other Advances (Including advances to Binani Industries Limited, the Holding Company) (474.77) (511.03)Net Cash from / (in) Investing Activities (29,104.11) (33,233.31)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowings 53,395.21 11,767.78Repayment of Long Term Borrowings (18,190.02) (27,429.45)Dividend / Dividend Distribution Tax Paid (4,989.99) (5,940.46)(Repayment of)/ Proceeds from Bank Borrowings (Net) (729.19) (2,476.21)Proceeds from Trade Deposits 395.01 300.72Interest and Finance Charges Paid (9,332.67) (9,085.16)Proceeds from Short Terms Borrowings 15,000.00 22,500.00Repayment of Short Terms Borrowings (29,000.00) (3,500.00)Net Cash from / (in) Financing Activities 6,548.35 (13,862.78)

D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 22,222.13 (871.41)E. OPENING CASH AND CASH EQUIVALENTS 8,721.46 9,592.87F. CLOSING CASH AND CASH EQUIVALENTS 30,943.59 8,721.46









60

2 0 1 0

7 6 6 1 2

N I L

N I L

0 33 1

O R D I N A R Y P O R T L A N D C E M E N T

C L I N K E R

2 5 2 3 2 9

2 5 2 3 1 0

1 3 . 8 8

N I L

N I L

2 1

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I REGISTRATION DETAILS

Registration No. State Code

Balance Sheet Date

II CAPITAL RAISED DURING THE YEAR (Amt. in Rs. Thousands)

Public Issue Right Issue : .

Bonus Issue Private Placement :

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

Total Liabilities Total Assets

SOURCES OF FUNDS

Paid up Capital Reserve & Surplus

Secured Loans Unsecured Loans

Trade Deposits Deferred Tax liability

APPLICATION OF FUNDS

Net Fixed Assets Investments (Including Capital work in progress)

Net Current Assets

IV PERFORMANCE OF COMPANY (Amt. in Rs. Thousands)

Turnover Total Expenditure

Profit / Loss Before Tax Profit / Loss After Tax

Earning Per Share in Rs. Dividend Rate %

V GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)

Item Code No. (ITC Code) Product Description

3 5

PART IV

1 8 7 3 7 2 9 7

1 8 5 1 0 5 0 8

1 3 4 7 6 9 4 7

2 0 3 1 0 3 8 4 7 2 0 5 3 7

4 0 8 0 0 0 3 2 8 1 9 1 6 2

3 7 4 5 7 2 0

1 8 6 7 7 0 0

1 5 1 4 6 3 0

9 2 2 9 5 5 9

2 8 7 1 0 9

1 8 7 3 7 2 9 7

6 0 1 3 5 4

1 4 5 0 5 4 3 5


61

AUDITORS REPORT

AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF BINANI CEMENT LIMITED AND ITS SUBSIDIARIES To the members of Binani Cement Limited:

1. We have audited the attached Consolidated Balance Sheet of Binani Cement Ltd. (the Company) and its Subsidiaries (the Company and its subsidiaries constitute “the group”) as at 31st March 2010, and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. We have not audited the financial statements of the subsidiaries Krishna Holding Pte. Limited (Singapore), Mukundan Holding Limited (British Virgin Islands), Murari Holdings Limited, (British Virgin Island), Shandong Binani Rong’An Cement Co. Limited (China) and Binani Cement Factory LLC (Dubai) drawn up to 31st December, 2009 which are prepared as per respective local GAAP. These financial statements reflect total assets of Rs.1,48,578.88 Lakhs as on 31st December, 2009 and total revenues of Rs.46,770.63 Lakhs for the year ended 31st December, 2009. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of the other auditors.

4. We report that Consolidated Financial Statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standards (AS) 21, Consolidated Financial Statements as notified by the Companies (Accounting Standards) Rules, 2006.

5. We invite attention to note no 2(i) of Schedule 15 to the consolidated financial statements with respect to the financial year end of the subsidiaries and the period considered for the purposes of consolidation. We further invite attention to note no 2(ix) & (x) of Schedule 15 to the consolidated financial statements relating to non elimination of ‘Application money for investment in capital of Subsidiary Companies-Pending allotment’ aggregating Rs. 10,110.68 Lakhs and ‘Loans / Advances to Subsidiary Companies’ amounting to Rs.8,934 Lakhs made by the parent Company during the period from 1st January, 2010 to 31st March, 2010 on account of consolidation of Financial statement of subsidiaries till 31st December, 2009.

6. Based on our audit and on consideration of report of other auditor’s on separate financial statements of the Subsidiary Companies and on the other financial information of the components and to the best of our information and according to the explanations given to us read together with notes thereon, in particular Note No. 2, we are of the opinion that the attached consolidated financial statements give a true and fair view in case of:

a. the Consolidated Balance Sheet, of the state of affairs of the group as at 31st March 2010;

b. the Consolidated Profit and Loss Account, of the profit for the year then ended on that date; and

c. the Consolidated Cash Flow Statement, of the cash flows of the group for the year then ended.

For Haribhakti & Co. Chartered AccountantsFRN No. 103523W

For Kanu Doshi AssociatesChartered AccountantsFRN No. 104746W



Place : Mumbai Place : Mumbai

Date : 23rd April, 2010 Date : 23rd April, 2010


62

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2010 Rs. In Lakhs

Schedule As at31st March, 2010


SOURCES OF FUNDSSHAREHOLDERS’ FUNDSShare Capital 1 20,310.38 20,310.38Reserves and Surplus 2 50,070.28 29,640.12

70,380.66 49,950.50MINORITY INTEREST 3,282.44 11,050.61LOAN FUNDSSecured Loans 3 159,906.86 134,490.03Unsecured Loans 4 8,858.04 168,764.90 3,813.54 138,303.57DEFERRED TAX LIABILITY (NET) 18,677.00 15,542.00(Refer Note no. 15 in Schedule 15)TRADE DEPOSITS 2,871.09 2,476.08TOTAL 263,976.09 217,322.76APPLICATION OF FUNDSFIXED ASSETS 5Gross Block 253,329.17 207,567.86Depreciation (63,044.38) (53,511.92)Net Block 190,284.79 154,055.94Capital Work-in-Progress 27,445.76 23,933.68

217,730.55 177,989.62INVESTMENTS 6 12,436.44 16,453.66CURRENT ASSETS, LOANS AND ADVANCES 7Inventories 21,329.77 29,778.98Sundry Debtors 10,475.58 18,177.96Cash and Bank Balances 37,275.45 19,169.90Loans and Advances 25,582.94 19,874.27

94,663.73 87,001.11CURRENT LIABILITIES AND PROVISIONS 8Current Liabilities (47,538.68) (57,010.65)Provisions (13,315.94) (7,110.98)

(60,854.62) (64,121.63)NET CURRENT ASSETS 33,809.10 22,879.48TOTAL 263,976.09 217,322.76

BASIS OF CONSOLIDATION AND NOTES TO ACCOUNTS

15

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORM INTEGRAL PART OF BALANCE SHEET

As per our Report of even date attachedFor Haribhakti & Co. Chartered Accountants








63

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010Rs. In Lakhs

Schedule For the Year ended31st March, 2010

For the year ended31st March, 2009

INCOMEGross Sales 9 247,583.72 218,461.08Excise Duty 21,605.78 22,413.78Net Sales 225,977.94 196,047.30Other Income (Refer Note No.10 in Schedule 15) 3,288.87 3,202.57TOTAL 229,266.81 199,249.87EXPENDITURERaw Materials, Packing Materials and Goods Consumption 10 52,149.97 44,755.07Other Manufacturing Expenses 11 60,255.62 69,701.87Payments to and Provision for Employees 12 4,310.85 3,583.67Selling and Administration Expenses 13 46,572.91 42,388.57Interest and Finance Charges 14 11,814.34 10,031.56Depreciation and Amortisation on Fixed Assets 10,846.12 9,242.54Amortisation of Miscellaneous Expenditure - -TOTAL 185,949.81 179,703.28

Profit Before Taxation and Prior Period Items 43,317.00 19,546.59Prior Period adjustments (Refer Note No. 6 of Schedule 15) 1,361.21 -

Profit Before Tax 41,955.79 19,546.59Provision for TaxationLess -Current Tax / MAT 11,314.90 1,830.64PreviousYear tax adjustment 84.12 0.11Add -MAT Credit Entitlement 1,747.73 -Less -Deferred Tax 3,135.00 2,790.00( Refer Note No.15 in Schedule 15)Less - Fringe Benefit Tax - 59.27Add - Excess Provision of earlier year written back 77.38 12,708.91 - 4,680.02Profit/(Loss) for the year after tax 29,246.88 14,866.57Minority Interest 7.80 (154.82)Profit/(Loss) for the year after Minority Interest and tax 29,254.68 14,711.75Dividend (7,108.54) (6,846.47)Tax on Dividend (1,208.10) (724.86)Transfer from Debenture Redemtion Reserve 1,200.00 1,100.00Transfer to General Reserve (2,900.00) (1,100.00)Transfer to Statutory Reserve - (491.48)Balance brought forward from previous year 20,333.04 13,720.89Adjustment of preaquisition Profit (440.08) (36.79)Balance Carried to Balance Sheet (Schedule 2) 39,131.00 20,333.04Earnings Per Share (Equity Shares, par value Rs. 10/- each)Basic & Diluted (Rs.) 14.40 7.23Number of Shares used in computing earnings per shareBasic & Diluted 203,101,274 203,101,274BASIS OF CONSOLIDATION AND NOTES TO ACCOUNTS 15

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORM INTEGRAL PART OF PROFIT & LOSS ACCOUNT

As per our Report of even date attachedFor Haribhakti & Co. Chartered Accountants






Firm Registration No. 103523W Firm Registration No. 104746W

Place : Mumbai Place : Mumbai Atul P. Falgunia P. Acharya

Date : 23rd April, 2010 Date : 23rd April, 2010 Company Secretary Wholetime Director


64

Rs. In Lakhs



SCHEDULE - 1

SHARE CAPITAL

AUTHORISED

423,899,600 Equity Shares of Rs. 10/- each 42,389.96 42,389.96

42,389.96 42,389.96

ISSUED, SUBSCRIBED AND PAID UP

203,101,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/- each fully paid up

20,310.13 20,310.13

Add: Amount paid up on Forfeited Shares 0.25 0.25

TOTAL 20,310.38 20,310.38

Note : 1) 131,825,956 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company -

Binani Industries Limited and its nominees. 2) 152,322,787 (Previous Year 152,322,787) Equity Shares have been issued for consideration other than cash, pursuant to

Schemes of Arrangement. 3) 50,778,487 (Previous Year 50,778,487) Equity Shares have been issued on conversion of Cumulative Redeemable

Preference Shares as per agreed terms.

SCHEDULE - 2

RESERVES AND SURPLUS

CAPITAL RESERVE

As per last Balance Sheet 98.17 274.05

(Less)/Add : on account of Consolidation (98.17) - (175.88) 98.17

STATUTORY RESERVE

As per last Balance Sheet 184.08 -

(Less)/Add : on account of Consolidation (184.08) - 184.08 184.08

DEBENTURE REDEMPTION RESERVE

As per last Balance Sheet 3,700.00 4,800.00

Less :Transfer to Profit and Loss Account (1,200.00) 2,500.00 (1,100.00) 3,700.00

FOREIGN CURRENCY TRANSLATION RESERVE 1,506.28 1,291.83

GENERAL RESERVE

As per last Balance Sheet 4,033.00 2,933.00

Add:Transfer from Profit and Loss Account 2,900.00 6,933.00 1,100.00 4,033.00

BALANCE IN PROFIT & LOSS ACCOUNT 39,131.00 20,333.04

TOTAL 50,070.28 29,640.12

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2010


65



SCHEDULE - 3

SECURED LOANS

DEBENTURES

Financial Institutions 4,875.00 7,375.00

(Falling due for payment within one year Rs. 2,500 Lakhs )

(Previous Year Rs.2,166.67 Lakhs)

Interest accrued and due - 4,875.00 - 7,375.00

TERM LOANS

Financial Institutions 34,120.88 36,647.63

(Falling due for payment within one Year Rs. 3,977.36 Lakhs)

(Previous Year Rs. 3,348.23 Lakhs)

Interest accrued and due - 34,120.88 - 36,647.63

Banks 107,219.77 70,422.30

(Falling due for payment within one year Rs. 31,492.65 Lakhs)*

(Previous Year Rs. 14,721.95 Lakhs)

Interest accrued and due 111.16 107,330.93 - 70,422.30

* The repayment amount falling due within one year includes Rs. 5,861.70 Lakhs of the loan taken by Subsidiary from bank. For disclosure purpose, the repayment due amount within one year of subsidiary is taken till December 2010.

WORKING CAPITAL DEMAND LOAN / CASH CREDIT

Banks 13,580.05 20,045.10

(Falling due for payment within one year Rs. 13,572.47 Lakhs)*

(Previous Year Rs. Nil)

* The repayment amount falling due within one year includes Rs.13,572.47 Lakhs of the loan taken by Subsidiary from bank. For disclosure purpose, the repayment due amount within one year of subsidiary is taken till December 2010.

TOTAL 159,906.86 134,490.03

SCHEDULE - 4

UNSECURED LOANS

Short term loans and advances

Banks 2,200.00 -

From Others (Refer Note No.18 of Schedule 15) 2,844.50 -

Deferment of Value Added Tax 3,813.54 3,813.54

(Refer Note 5 of Schedule 15) (Falling due for payment within one year Rs 2,844.50 Lakhs) (Previous Year Rs. Nil

TOTAL 8,858.04 3,813.54


Rs. In Lakhs


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67

Rs. In Lakhs



SCHEDULE - 6

INVESTMENTS

LONG TERM

NON-TRADE (AT COST)

UNQUOTED

A) INVESTMENT IN SUBSIDIARY COMPANIES

i) 100,000 Shares in Mukundan Holdings Ltd. of US $ 1 each fully paid up

- -

ii) 7,437,925 fully paid up Shares in Krishna Holdings Pte. Ltd. of Singapore $ 1 each

- -

iii) 9,631,835 8% Cumulative Preference Shares in Krishna Holdings Pte. Ltd. Singapore of Singapore $ 1 each fully paid

up.

-

iv) In equity capital of Shandong Binani Rong’An Cement Company Ltd.(SBRCC)

- -

Add : Share of Profit of SBRCC - - - -

v) 32,500,000 fully paid up Shares of Murari Holdings Ltd. of US$ 1 each

- 16,453.27

vi) 100 Shares in Riddhi Siddhi Trading (South Africa) Proprietory Limited of R 1 each

- -

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

0.38 0.39

vii) 5,000,000 fully paid Shares of Bhumi Resources (Singapore) Pte. Ltd. of Dollar 1 each.

2,325.37 -

B) APPLICATION MONEY FOR INVESTMENT IN CAPITAL OF SUBSIDIARIES - PENDING ALLOTMENT - Refer Note No. 2(ix) of Schedule 15.

Mukundan Holdings Ltd. 5,088.90 -

Krishna Holdings Pte. Ltd. 4,559.79 -

Murari Holdings Ltd. 461.99 -

C) INVESTMENT IN MUTUAL FUND - -

TOTAL 12,436.44 16,453.66



68

Face Value (In Rs.)

Purchased Sold

Units in Mutual FundsBirla Sunlife Cash Plus -Institutional -DDR 10 47,912,915 47,912,915Sundaram BNP Paribas Money Fund 10 14,868,399 14,868,399Fidelity Cash Fund 10 4,998,750 4,998,750UTI Liquid Cash Plan IP DDR 1,000 304,087 304,087Tata Liquid Super High Investment Fund-DDR 10 4,982,263 4,982,263Tata Floater Fund - Daily Dividend 10 4,984,112 4,984,112Reliance Liquid Fund - Treasury Plan 10 3,270,710 3,270,710Reliance Medium Term - Treasury Plan 10 2,924,420 2,924,420Birla Sunlife Short Term Fund -Institutional -DDR 10 17,991,749 17,991,749Baroda Pioneer Liquid Fund 10 118,435,076 118,435,076Birla Sun Life Cash Plan 10 15,991,204 15,991,204Birla Sun Life Savings Fund 10 52,981,854 52,981,854IDFC Cash Fund 10 12,504,330 12,504,330IDFC Money Manager 10 12,937,816 12,937,816ICICI Prudential Institutional Liquid Plan 10 8,006,424 8,006,424ICICI Prudential Flexible Income Plan 10 3,783,469 3,783,469LIC MF Income Plus 10 36,570,093 36,570,093DWS Insta Cash Plus Fund - Institutional Plan 10 5,969,199 5,969,199DWS Ultra Short Term Fund - Institutional Plan 10 5,989,187 5,989,187Baroda Pioneer Treasury Fund 10 94,421,784 94,421,784Sundaram BNP Paribas Ultra Short Term Fund 10 4,981,968 4,981,968Reliance Liquid Fund - Daily Dividend 10 2,999,070 2,999,070Reliance Medium Term - Treasury Plan 1,000 29,969 29,969LIC Liquid Fund -DDR 10 239,524,231 239,524,231LIC Saving Plus Fund -DDR 10 211,991,714 211,991,714LIC Floating Rate Fund -DDR 10 134,536,994 134,536,994JM High Liquidity Fund Institutional Plan - Daily Dividend 10 3,993,650 3,993,650JM Money Manager Fund Super Plus Plan - Daily Dividend 10 3,998,265 3,998,265Principal Cash Management Fund-DDR 10 4,553,693 4,553,693Principal Ultrashort Term Fund-IP-DDR 10 5,000,537 5,000,537UTI Money Market Fund-DDR 10 2,181,727 2,181,727UTI Treasury Advantage Fund-IP-DDR 1,000 139,982 139,982Canara Robeco Treasury Adv. Inst. DDF 10 3,224,787 3,224,787Birla Sun Life Cash Manager - I P - Daily Dividend 10 20,003,565 20,003,565Kotak Liquid - Inst Premium Plan - Daily Dividend 10 94,454,577 94,454,577Kotak Flexi Debt Fund - IP - Daily Dividend 10 72,220,236 72,220,236Kotak Floater - LT - Daily Dividend 10 42,663,158 42,663,158UTI Money Market - IP - Dly Dividend 1,000 99,791 99,791HDFC Cash Mgmt Fund - Savings Plan - Daily Div 10 23,504,193 23,504,193HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div 10 14,954,304 14,954,304Templeton India TMA - Super IP - Dly Div 1,000 149,899 149,899Templeton India Ultra Short Bond Fund - Super IP - Dividend 10 19,978,548 19,978,548Fortis Overnight Fund - IP - Dly Dividend 10 48,985,305 48,985,305Fortis Money Plus IP Fund - Daily Dividend 10 48,988,165 48,988,165DBS Chola Liquid Fund-IP-Daily Dividend 10 26,419,276 26,419,276DBS Chola FI-ST-IP-DDR 10 26,396,825 26,396,825JPMorgan India Liquid Fund- SIP DDR 10 7,993,685 7,993,685JPMorgan India Treasury Fund- SIP DDR 10 7,993,491 7,993,491UTI Floating Rate Fund - STP - IP - Daily Dividend 1,000 269,815 269,815Investments in sharesBCLBhumi Resources (Singapore) Pte Ltd (US Dollar) 1 5,000,000 -BCF LLCRiddhi-Siddhi Trading (South Africa) (Proprietary) Ltd. (South Africa Rand) 1 100 -BC Trading (Mauritius) Ltd. (Mauritian Rupee) 100 250 -

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


69

Rs. In Lakhs



SCHEDULE - 7

CURRENT ASSETS, LOANS AND ADVANCES

CURRENT ASSETS

INVENTORIES (AS TAKEN, VALUED & CERTIFIED BY THE MANAGEMENT)

Stores, Spare Parts and Fuel 11,462.97 11,195.64

Raw Materials and Packing Materials 4,284.65 6,400.56

Work-in-Process 19.66 24.48

Finished Goods (including by-products) 5,562.49 11,546.88

Goods in transit - 611.42

21,329.77 29,778.98

SUNDRY DEBTORS (UNSECURED, CONSIDERED GOOD UNLESS OTHERWISE STATED)

Debts outstanding for a period exceeding six months 0.75 1,427.89

Other Debts 10,474.83 16,750.07

10,475.58 18,177.96

CASH & BANK BALANCES

Cash in hand 15.82 112.56

Balance with Scheduled Banks:

Current Accounts 15,348.14 7,076.42

Deposit Accounts (Including margin money Rs.0.75 Lakhs ) 21,911.49 4,835.82

(Previous Year Rs 1.83. Lakhs)

Balance with Other Banks - 7,133.02

Cheques in Hand (including remittance in transit) - 12.08

37,275.45 19,169.90

LOANS & ADVANCES (UNSECURED, CONSIDERED GOOD UNLESS OTHERWISE STATED)

Due from Holding Company ( Refer Note No.18 of Schedule 15) 9,032.42 8,557.65

Due from Subsidiary Companies ( Refer Note No. 2(viii) of Schedule 15) 8,937.20 -

Advances recoverable in cash or kind or for value to be received 3,767.02 8,266.19

Fringe Benefit Tax (net of provision) 10.20 5.20

Other Deposits 1,026.04 738.49

Balance with Customs and Excise Authorities 1,074.07 2,266.33

Assets Held For Disposal 24.61 33.31

MAT Credit Entitlement (Less Rs. 4,397.72 Lakhs provision for Income Tax deducted per contra)

1,709.37 -

Other Financial Assets - 5.78

Other Receivables 2.00 1.32

25,582.94 19,874.27

TOTAL 94,663.73 87,001.10



70


Rs. In Lakhs



SCHEDULE - 8

CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Sundry Creditors

For Trade :

Total outstanding dues of creditors other than micro enterprises and small enterprises 18,858.09 30,940.51

For Expenses 7,013.95 5,661.74

Bills Payable - 469.93

Other Liabilities 17,451.51 14,006.16

Advances from Customers 3,545.48 4,908.27

Unclaimed Dividend 11.70 6.04

Interest accrued but not due on loans 657.96 1,018.00

TOTAL 47,538.68 57,010.65

PROVISIONS

For Current Income Tax (net of Advance Tax Rs. 8,859.14 Lakhs and MAT credit entitlement Rs. 4,397.72 Lakhs deducted per contra)

4,749.80 1,883.82

Proposed Dividend 7,108.54 4,265.13

Tax on Proposed Dividend 1,208.10 724.86

Gratuity 116.58 86.07

Leave Encashment 132.92 146.94

Fringe Benefit Tax - 4.16

TOTAL 13,315.94 7,110.98

TOTAL 60,854.62 64,121.63

Rs. In Lakhs


For the year ended 31st March, 2009

SCHEDULE - 9

SALES AND RELATED INCOME Qty (MT) Value Qty (MT) Value

Cement* MT 6,179,614 232,129.54 4,894,300 182,493.87

Clinker** MT 565,834 10,405.82 974,810 18,917.69

GGBFS MT 124,618 5,048.36 373,515 17,049.52

TOTAL 247,583.72 218,461.08

* Sales include self consumption (Cement) of 10,174.77 MT amounting to Rs. 218.21 Lakhs (Previous Year 22,037.68 MT amounting to Rs. 429.90 Lakhs).

** Includes self consumption of clinker 42,774 MT amounting to Rs. 641.68 Lakhs during Trial period at NKT.

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010


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Rs. In Lakhs



SCHEDULE - 10

RAW MATERIALS/PACKING MATERIALS AND GOODS CONSUMPTION

Raw Materials /Packing Material and Goods Consumption * 42,446.26 45,793.54

(including direct mining cost)

Royalty and Cess on Limestone 4,198.42 3,151.38

(Increase)/Decrease in Work-in-Progress

Opening Stock 24.48 42.78

Closing Stock 19.66 4.82 24.48 18.30

(Increase)/Decrease in Finished Goods

Opening Stock 11,546.87 6,878.72

Add : Opening stock on account of consolidation

- 390.70

Closing Stock (5,562.49) 5,984.38 11,546.88 (4,277.46)

Stock of Trial Run product of NKT unit, transferred during the year

- 458.65

Excise Duty on opening / closing Stock of Finished Goods (483.91) (389.34)

TOTAL 52,149.97 44,755.07

SCHEDULE - 11

OTHER MANUFACTURING EXPENSES

Power & Fuel 46,806.51 57,741.48

Freight and Loading expenses on clinker transfer

4,088.23 2,690.90

Consumption of Stores and Spares 5,581.96 5,970.44

Repairs & Maintenance

- Buildings 150.41 149.67

- Plant and Machinery 1,222.04 1,183.90

- Others 39.61 67.13

Other Operating Expenses 2,366.86 1,898.35

TOTAL 60,255.62 69,701.87


72


Rs. In Lakhs



SCHEDULE - 12

PAYMENTS TO AND PROVISION FOR EMPLOYEES

Salaries, Wages and Bonus 3,708.51 3,166.22

Contribution to Provident and other Funds 422.51 263.27

Staff Welfare Expenses 179.83 154.18

TOTAL 4,310.85 3,583.67

SCHEDULE - 13

SELLING AND ADMINISTRATION EXPENSES

(Refer Note No.13 of Schedule 15)

Freight and Transport 34,722.41 30,813.58

Insurance 242.53 200.85

Rates and Taxes 732.52 666.68

Directors’ Fees 2.33 1.43

Rent 358.30 244.86

Advertisement and Sales Promotion 2,865.11 2,606.62

Miscellaneous Expenses 4,555.46 3,453.60

Commission to Selling Agents 2,457.92 1,699.66

Loss on sale/discard of Fixed Assets (net) 619.28 532.00

Exchange Fluctuation (net) 17.05 2,169.29

TOTAL 46,572.91 42,388.57

SCHEDULE - 14

INTEREST AND FINANCE CHARGES

(Refer Note No.13 of Schedule 15)

Interest

- Debentures 740.05 945.48

- Fixed Loans 8,746.10 6,793.69

- Others 1,154.70 1,361.63

Finance Charges 1,173.49 930.76

TOTAL 11,814.34 10,031.56


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SCHEDULE – 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1 SIGNIFICANT ACCOUNTING POLICIES

(i) BASIS OF ACCOUNTING

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

(ii) BASIS FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

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

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 1(vi) (b), 1 (viii) (g), 1(x) (d), 1(xii) (b), 1 (xiii) (c), 1 (xiii) (d), 1 (xiv) (b) and 2(i).

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

d) 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 estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialise.

(iv) REVENUE RECOGNITION

a) Sales are recognised on transfer of title of the goods to the customers.

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

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

d) In case of Shandong Binani Rong’An Cement Co. Ltd. (SBRCC), subsidy Income is recognised when received.

(v) ACCOUNTING OF CLAIMS

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

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

(vi) FIXED ASSETS

a) Fixed Assets are stated at cost, net of Cenvat less specific grants received, if any and accumulated depreciation. Cost includes trial run and stablisation expenses, interest, finance costs and incidental expenses upto the date of capitalization

b) In case of SBRCC, Fixed Assets include Equipments other than the main production equipments with individual values of over RMB 2000 equivalent to Rs. 13,757 as on March 31, 2010 and useful life in excess of two years.

(vii) INTANGIBLE ASSETS

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

(viii) DEPRECIATION AND AMORTISATION

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

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010


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

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

d) Depreciation on Leasehold Land is provided over the period of Lease.

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

f) Expenditure on major computer software is amortised over the period of expected benefit not exceeding five years.

g) In case of SBRCC, the depreciation on fixed assets and intangible assets is provided for on SLM over the estimated useful life at rates permissible under applicable local laws.

(ix) IMPAIRMENT OF ASSETS

At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of Assets” issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss 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 and Spares is valued at lower of moving weighted average cost (Net of Cenvat) and net realisable value. Coal lying at Port is valued at cost on specific consignment basis plus custom duty. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories are not written down below cost if the finished products in which they are used and expected to be sold at or above cost.

b) Work–in–process is valued at weighted average cost.

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

d) In case of Binani Cement Factory LLC (BCF), Dubai, Raw Materials comprising of clinker and slag and Packing Materials are valued at cost using the First in First out (FIFO) method. Consumables are valued at cost using specific identification method. Raw material comprising of gypsum and limestone are valued at cost using the Weighted Average Method (WAC).

(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, the exchange differences are dealt with in the profit and loss account over the period of contracts.

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

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

c) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the accounting year of the respective subsidiaries. Resultant exchange difference is accumulated in Foriegn Currency Translation Reserve Account to be deal with only when the net investment in foreign operation is disposed off.


75

(xiii) EMPLOYEE BENEFITS a) Defined Contribution Plan Contribution to defined contribution plans are recognised as expense in the Profit and Loss Account, as they are

incurred. b) Defined Benefit Plan Company’s liabilities towards gratuity, 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) In case of subsidiary companies employee benefit have been provided in accordance with laws of country in which the company is operating.

d) Staff end-of-service gratuity In case of Binani Cement Factory LLC (BCF), Dubai, the liability in respect of staff end-of-service gratuity on

accrual basis on assumption that all employees were to leave as of the balance sheet date. (xiv) BORROWING COSTS a) Borrowing costs which are directly attributable to acquisition, construction or production of a qualifying asset are

capitalised as a part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

b) In case of Krishna Holdings Pte. Ltd, borrowing cost are accounted for on an accrual basis in the income statement using the effective interest method.

(xv) STATUTORY RESERVE In case of BCF, 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.

(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 subsidiary companies income Tax have been provided in accordance with laws of country in which the company is operating.

2 PRINCIPLES OF CONSOLIDATION i) The Consolidated Financial Statements include the financial statements of Binani Cement Ltd. (BCL) and the following

subsidiaries and step down subsidiaries:

Name of Company Relation with Holding Company

Country of Incorporation

% of Share Holding

Accounting Year / Period

considered for consolidation *

Krishna Holdings Pte Ltd.( KHL) Subsidiary of BCL Singapore 100% ** Jan.’09 - Dec.’09Shandong Binani Rong’an Cement Company Ltd.(SBRCC)

Step-down Subsidiary of KHL

China 85% Jan.’09 - Dec.’09

Mukundan Holdings Ltd.( MHL) Subsidiary of BCL British Virgin Islands 100% Jan.’09 - Dec.’09Binani Cement Factory LLC. (BCF) (Refer Note no. (iv) below)

Step-down Subsidiary of MHL

& MUHL

United Arab Emirates 100% Jan.’09 - Dec.’09

Murari Holdings Limited -(MUHL) Subsidiary of BCL British Virgin Islands 100% 30th Oct.’08 - Dec.’09* Being latest periods for which audited accounts available for consolidation. However, significant transactions have been identified as mentioned in ix & x below which are not considered for consolidation purpose, since complete accounts are not drawn / audited for the intervening period January 2010 to March 2010.

** Includes 50% holding through subsidiary Mukundan Holdings Ltd.


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ii) On 26th October ’09, BCL has promoted a wholly owned subsidiary Bhumi Resources (Singapore) Pte Ltd. Its first accounting period shall end on 31st December ’10. In view of the management, as there are no significant transactions from the date of acquisition till 31st March 10, other than transaction related to investment mentioned herein, its consolidation is not considered necessary. The Company has invested Rs. 2,325.37 Lakhs in Bhumi Resources (Singapore) Pte. Ltd. towards 50 lakhs fully paid-up Shares of US $ 1 each.

iii) On 25th February ‘10, Bhumi Resources (Singapore) Pte. Ltd. has promoted PT. Anggana Energy Resources Pte. Ltd a wholly owned subsidiary. Its first accounting period shall end on 31st December ’10. In view of the management, as there are no significant transactions from the date of acquisition till 31st March 10, the same has not been considered for consolidation purpose.

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

v) BCF had acquired 100% stake in two companies viz Riddhi Siddhi Trading (South Africa) Proprietory Limited and BC Trading (Mauritius) Ltd. on 21st August 2008 and 25th September 2008 respectively. As there are no transaction during the year and considering the size of the balance sheet, their consolidation is not considered necessary. The Board of Directors of Riddhi Siddhi Trading (South Africa) Proprietory Limited vide its resolution dated Oct 19, 2009, has applied for de-registration of the company with the Registrar of Companies in terms of Companies Act, 1973 of South Africa.

vi) BCF had incorporated two Companies viz BC Tradelink Ltd and Binani Cement Factory (SFZ) Limited on August 29,2007 and November 12, 2009 respectively. As there are no transactions during the period and considering the size of the Balance Sheet, their consolidation is not considered necessary.

vii) For calculation of Goodwill / Capital Reserve, the pre acquisition profits and reserves of the acquired subsidiaries, wherever applicable, have been considered on (no. of days) prorata basis. However in the absence of adequate information, the dividend income of MUHL from BCF has been considered as post acquisition income.

The Combined Goodwill / Capital Reserve of all the subsidiaries arising out of consolidation has been netted of in the Consolidated Financial Statements. Company wise information is as follows : Mukundan Holdings Ltd. - Goodwill Rs.20,043.53 Lakhs, Krishna Holdings Pte Ltd. - Capital Reserve Rs.663.61 Lakhs, Binani Cement Limited - Goodwill Rs.743.31 Lakhs, Murari Holdings Limited - Goodwill Rs. 23,313.60 Lakhs. The net goodwill amounts to Rs. 43,436.82 Lakhs and disclosed in the Schedule 5.

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

ix) During the period January 2010 to March 2010, the Company has further paid share application money for investments in 3 overseas subsidiaries aggregating to Rs. 10,110.68 Lakhs ( Refer Schedule No. 6 B ). The Company has given loan of Rs. 8,934 Lakhs during the period from January 2010 to March 2010 to following subsidiaries: Murari Holdings Ltd. - Rs. 4,470.98 Lakhs, Mukundan Holding Ltd - Rs.4,463.02 Lakhs. (Refer Schedule 7)

x) The amount invested / advanced by the Company as referred in the above para which could not be netted off in consolidation have been broadly utilised by the subsidiaries (net of exchange differences) during the period from January 1, 2010 to March 31, 2010 as follows :

a. Repayment of Secured Loan and interest thereon : Rs 10,510.86 Lakhs

b. Repayment of Unsecured Loan and interest theron : Rs 2,731.37 Lakhs

c. Investments in capital of SBRCC by KHL : Rs 1,992.85 Lakhs

d. Paid for Share applications money in Binani Cement Factory (SFZ) Ltd by Binani Cement Factory LLC : Rs 45.06 Lakhs

e. Amount Advanced by BCF to Binani Cement Factory (SFZ) Ltd for business purpose : Rs 85.88 Lakhs

f. Expenses paid (excluding interest expenses) : Rs 13.54 Lakhs

g. Amount deemed to be part of Cash / Bank balance : Rs 3,604.90 Lakhs

3 Estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances):

Binani Cement Ltd. Rs. 5,979.96 Lakhs (Previous Year 12,382.75 Lakhs).

Binani Cement Factory LLC. Rs.208 Lakhs equivalent to AED 1,629,875 . (Previous Year Rs. 3,190 Lakhs equivalent to AED 24,191,462).


77

4 Contingent Liabilities :

A Liabilities not provided for in respect of :

a) Binani Cement Limited.

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

(ii) Demands raised by Excise Department including relating to dispute on weight of cement bags and welding electrodes aggregating to Rs. 104.30 Lakhs (Previous Year Rs. 100.33 Lakhs) - (excluding applicable interest). The Company has filed a writ petition in the Hon’ble High Court of Rajasthan, Jodhpur in respect of the disputes related to weight of Cement bags of which next hearing is awaited. However CBEC has issued circular no. 876/14/2008 - CX dt. 20.10.2008 vide which allowed the tolerance of 1% of weight and instructed to decide the pending cases accordingly.

Regarding Welding Electrodes the case was decided by Commissioner (Appeals), Jaipur in favour of the Company. However , the department has appealed before CESTAT, Delhi.

(iii) Demands raised by Customs Department, Jamnagar in relation to import of coal made in earlier years aggregating to Rs.30.61 Lakhs (Previous Year Rs. 30.61 Lakhs). The Company has filed Appeals before CESTAT, Mumbai. CESTAT Mumbai has set aside the order of the Appellate Commissioner with a direction that the appeal by the department against the Assistant 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 Assistant Commissioner Central Excise, Jodhpur in relation to Cenvat Credit of Service Tax paid on Manpower Supply Services provided at Company Run Hospital Rs. 0.94 Lakhs (Previous Year Rs. 0.94 Lakhs). The Company has filed an Appeal before Commissioner (Appeals), Jaipur II. Case heard, decision awaited.

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

Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 and 83 amounting to Rs. 34.70 Lakhs (Previous Year Rs. Nil). The Company has filed an appeal before Commissioner (Appeals), Jaipur II. Case heard, decision awaited.

(v) Demands raised by Sales Tax Department aggregating to Rs.70.21 Lakhs (Previous Year Rs.70.21 Lakhs) contending that the Company has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before Hon’ble High Court, Jodhpur and has also obtained an interim relief. Besides, the Sales Tax department has also issued demand notices relating to various matters aggregating to Rs.10.70 Lakhs (Previous Year Rs.10.70 Lakhs), which are being contested by the Company, including in appeal and is hopeful of success.

(vi) Demands raised by Uttar Pradesh State Government on account of entry tax on Cement for the year 2003-04 and 2005-06 aggregating to Rs. 23.81 Lakhs ( Previous Year Rs. 23.81 Lakhs), based on market price which was disputed by the Company on the ground that the Entry Tax is payable on stock transfer price. The Company has paid and accounted the same as advances since a stay order has been obtained from Hon’ble Allahabad High Court, pending disposal of the matter.

The demand for the year 2004-05, 2006-07 and April 2007 to June 2007 aggregating to Rs. 69.77 Lakhs (Previous Year Rs. 69.77 Lakhs) has not been provided for. No demand on account of Entry Tax for the period from July’07 to March’09 has been received. The Company has paid Rs. 5.00 Lakhs under protest against these demands and accounted the same as advances since a stay order has been obtained. The case is pending before the Hon’ble Allahabad High Court.

(vii) U P Commercial Tax, Ghaziabad issued Show cause notice seeking explanation on late deposit of VAT amount for the month of July’08. The Company has filed reply explaining that VAT was deposited in time but due to Bank Holidays and Strike DD was cleared on 22.08.2008. Department has imposed penalty amounting to Rs. 22.04 Lakhs (Previous Year Rs. 22.04 Lakhs). We have filed an Appeal with Joint Commissioner (Appeals) whereby we have been granted stay for 55% of penalty and balance 45% amounting to Rs. 9.92 Lakhs paid under protest.


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In the above case penalty of Rs. 2.15 Lakhs (Previous Year Rs. Nil) was also imposed in respect of late deposit of U P Entry Tax against which Additional Commissioner (Appeals), Commercial Taxes Ghaziabad granted stay for 55% of penalty and balance 45% amounting to Rs. 0.97 Lakhs was deposited.

(viii) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of Rs. 0.46 Lakhs on account incomplete form no. 38 being carried by Truck of Cement. We have deposited Rs. 0.44 Lakhs under protest and filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.

(ix) Vide public notice under Section 40 of The Rajasthan Finance Act, 2006, the Assessing Authority has assessed the tax on Lease Hold Land at Rs. 638 Lakhs for the year 2006-07 and 07-08 and Rs. 638 Lakhs for 2008-09 and 09-10 (Previous Year Rs. 638 Lakhs for the year 2006-07 and 07-08). Against the above the Company has deposited Rs. 48 Lakhs under protest accounted for as an advance and obtained stay order from Hon’ble High Court, Jaipur.

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

(xi) Guarantees given by Banks Rs. 287.95 Lakhs (Previous Year 279.50 Lakhs)

(xii) Claims against the Company in respect of certain Income Tax matters Rs. 366.88 Lakhs (Previous Year Rs. Nil). Out of above Rs. 43.88 Lakhs paid.

b) Binani Cement Factory LLC.

(i) Contingent Liability on account of Banker’s letters of guarantee Rs. 27.20 Lakhs equivalent to AED 213,000 (Previous Year Rs. 24.53 Lakhs equivalent to AED 186,000 ).

(ii) Unutilized balances of commercial letters of credit of Rs. 45.70 Lakhs equivalent to AED 357,883 (Previous Year Rs. 1,694.70 Lakhs equivalent to AED 12,851,772).

B Claims against the Company not acknowledged as debts :

Binani Cement Ltd.

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

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

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

However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, Rs. 3813.54 Lakhs was deferred and shown as Unsecured Loan.(Refer Schedule 4)

During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the company has continued to defer 75% of the VAT liability amounting to Rs. 3,967.07 Lakhs for the period 27th May, 2007 to 30th April, 2008.

Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of Rs. 396.72 Crores, but the SLSC sanctioned Rs. 280.47 Crores in Nov.’2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the Hon’ble High Court, Jaipur bench, based on the fact that the SLSC has not replied to our review application within the time frame as per the the New Rajasthan Sales Tax Incentive Scheme, 1989 and the decision is pending for review till date, hence the company has continued to avail the deferment benefit treated as deemed to be sanctioned. The amount of tax liability for the period 30th April, 2008 to 31st March, 2010 is Rs. 9,575.86 Lakhs against which we have deposited Rs. 399.21 Lakhs under protest as per the directions of the Hon’ble High Court.The Matter is pending for decision before Hon’ble Rajasthan High Court.


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6 Reduction in interest of Rs. 1,361 Lakhs for the period 1st October, 2004 to 31st March, 2005, converted to Zero Coupon Loan (ZCL) as per the Restructuring Package (RP) of the Industrial Development Bank of India Limited (IDBI) approved during the Financial Year 2004-05 was payable in four annual installments commencing from 31st March, 2010 and ending on 31st March, 2013. The Company had approached IDBI for waiver of the same since as per restructuring the Company had become eligible for waiver as it had complied with all the terms and conditions of the restructuring package. During the current year, the above Zero Coupon Loan has been accounted and same is treated as Prior period expenses. The first installment of Rs. 340.30 Lakhs has however been paid under protest with a request to once again review the matter.

7 The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. is shown in Schedule 10 in profit and loss account.

8 The Company has not deposited the sum of Rs. 725.81 Lakhs (Previous Year Rs. 581.90 Lakhs), shown as current liability in Schedule 8, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act , 1999 on notified goods purchased from outside the state from May 06. The Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Pali for notice issued under Section 16(3) of the said “Act”. The said petition has been admitted by the Hon’ble Court and a stay has been granted. Further, the case has been referred to the larger bench of the Hon’ble Court.

9 A) LOANS - SECURED (BCL)

A. DEBENTURES

i) 11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20% SRNCD) - Outstanding Rs. 3,208.33 Lakhs (Previous Year Rs. 4,375 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company ) and (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited (BIL).

The Debenture shall be redeemable in a period of 6 years in quarterly installments commencing from 31st March, 2007 and ending on 31st December, 2012.

ii) 11.99% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 1,666.67 Lakhs (Previous Year 3,000 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company) and (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited (BIL).

The Debentures shall be redeemable at par in a period of 5 years in quarterly installments commencing from 30th September, 2008 and ending on 30th June, 2011.

B. TERM LOANS

I) Financial Institutions

a) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans - Outstanding Rs. 24,287.48 Lakhs (Previous Year Rs. 27,358.49 Lakhs)

The above term loans include loans aggregating to Rs. 5,953.59 Lakhs (Previous Year Rs. 6,668.64 Lakhs), which were transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274 dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September, 2005.


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Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) / deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust and Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

b) Industrial Development Bank of India Ltd. (IDBI) - Zero Coupon Loan (ZCL)- Outstanding Rs. 1,020.90 Lakhs (Previous Year Rs. Nil)

Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) / deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L. Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust and Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

Zero Coupon Loan (ZCL) is payable in four annual installments commencing from 31st March, 2010 and ending on 31st March, 2013. The Company has approached IDBI for waiver of the same since as per restructuring, the Company became eligible for waiver as it has complied with all the terms and conditions of the restructuring package.The Company has provided for ZCL and paid the first instalment due as on 31.3.2010 under protest.

c) Eksport Kredit Finansiering A/S - Foreign Currency Loans - Outstanding Rs. 2,812.49 Lakhs (Previous Year Rs. 3,889.14 Lakhs)

Secured by (a) exclusive first charge on the assets imported from M/s. F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered with EKF A/S. (b) Pari Passu charge on Trust and Retention account and (c) Corporate Guarantee of BIL.

d) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loans - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. 5,400 Lakhs)

Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank ) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) / deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s. F.L.Smidth, Denmark under


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the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d) Pari Passu charge on Trust and Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW Captive Thermal Power Plant comprising of 1 X 22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

e) Industrial Development Bank of India Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 Lakhs yet to be availed) - Outstanding Rs.Nil ( Previous Year Rs. Nil)

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

II) Banks

i) Oriental Bank of Commerce - Rupee Term Loan - Outstanding Rs. Nil (Previous year Rs. 249.97 Lakhs)

Secured/to be secured by (a) first pari-passu mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) both present and future, (b) first charge by way of hypothecation on all movables of the Company at Binanigram, Pindwara, Distt. Sirohi in Rajasthan (save and except book debts) including movable machinery, machinery spares, tools and accessories, present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debenture Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s)/deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/S F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between EKF A/S and Binani Cement Ltd. (c) Corporate Guarantee of BIL (d) pari passu second charge on the immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities and (e) pari passu charge on Trust and Retention Account.

ii) J P Morgan Chase Bank National Association - Rupee Term Loans - Outstanding Rs. Nil (Previous Year Rs. 5,571.43 Lakhs)

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of institutions / banks / Debenture trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed(s) executed by the Company, (b) pari passu charge on Trust and Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities.

iii) Syndicate Bank - Term Loan - Outstanding Rs. 15,000 Lakhs (Previous Year Rs. Nil)


iv) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 2,772.13 Lakhs (Previous Year Rs. 4,438.80 Lakhs)

Secured by (a) first Mortgage and exclusive charge created on immovable properties of first phase of 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, all associated equipments & shared facilities situated at Pindwara, Sirohi, Rajasthan and all goods & equipments forming part of the plant both present and future, (b) Secured by pari passu first mortgage and charge on underlying land and building for the first phase of 2 X 22.30 MW captive power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities situated at Binanigram, Pindwara, Sirohi in


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Rajasthan both present and future,(c) pari passu charge on Trust and Retention Account and (d) Corporate Guarantee of BIL.

v) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,857 Lakhs (Previous Year Rs. Nil)

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2 X 22.30 MW captive thermal power plant comprising of 1 X 22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of institutions / banks / Debenture trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the Company, (b) pari passu charge on Trust & Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2 X 22.3 MW captive thermal power plant comprising of 1 X 22.3 MW captive thermal power plant, associated equipments and shared facilities.

vi) Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)


vii) Yes Bank Limited - Short Term Loans - Outstanding Rs. Nil (Previous Year Rs. 1,500 Lakhs)

Secured/to be secured by a) Corporate Guarantee of BIL b) Post dated cheques for repayment of Principal.

viii) Yes Bank Limited - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Corporate Guarantee of Binani Industries Ltd. till the time Yes Bank is included in to working capital consortium b) Subservient charge on movable assets of the Company c) Post dated cheques for Principal repayment.

ix) Dena Bank - Short Term Loan - Outstanding Rs. Nil (Previous Year Rs. 2,500 Lakhs)


x) Punjab National Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs.7,500 Lakhs)

Secured/to be secured by a) Second charge on the Fixed assets of the Company, b)Corporate Guarantee of Binani Industries Ltd. and c) Post dated cheques for repayment of Principal.

xi) UCO Bank - Short Term Corporate Loan - Outstanding Rs. Nil (Previous Year Rs. 5,000 Lakhs)


xii) UCO Bank - Term Loan - Outstanding Rs. 6,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient Hypothecation charge on the plant and machinery of the Company b) Post dated cheques for repayment of Principal and Interest.

xiii) Central Bank of India - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient Hypothecation charge on the movable assets of the Company b) Post dated cheques for repayment of Principal and Interest.

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

Secured/to be secured by a) Exclusive first charge on Plant and Machinery , Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

xv) State Bank of India - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Second pari passu charge on Fixed Assets of the Company b) Post dated cheques for repayment of Principal and Interest.

xvi) Bank of India - Short Term Loan - Outstanding Rs. Nil (Previous Year Rs. 2,500 Lakhs)



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xvii) Vijaya Bank - Term Loan (Rs. 4,000 Lakhs yet to be received) - Outstanding Rs.Nil (Previous Year Rs.Nil)

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

C WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS Banks - Outstanding Rs. 7.58 Lakhs (Previous year Rs. 736.77 Lakhs) Secured against (a) Hypothecation of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods, Consumables,

Stores and Spares and Packing Material, Book Debts and other receivables belonging to the Company, second charge on immovable properties of the Company and Corporate Guarantee of BIL and (b) pari passu charge on Trust and Retention Account.

B) MUKUNDAN HOLDINGS LTD. TERM LOANS Banks : Rs. 39,859 Lakhs (US $ 85 Million) (Previous Year Rs. 43,945 Lakhs (US $ 85 Million) ) The loan is secured by a corporate guarantee from BCL and pledge of all shares in the capital of KHL held by BCL and

MHL, shares in capital of SBRCC held by KHL, shares in capital of BCF held by MHL and shares in capital of MHL held by BCL.

C) BINANI CEMENT FACTORY LLC Bank Borrowings Overdrafts: Rs. 2,774.57 Lakhs (AED 21,728,131) (Previous Year Nil) Trust receipts Rs. 4,406.01 Lakhs (AED 34,504,132) (Previous Year Rs. 8,658.25 Lakhs (AED 65,659,961)) Cheques discounted Rs. 6,391.90 Lakhs (AED 50,055,898) (Previous Year Rs. 10,650.08 Lakhs (AED 80,765,035)) The bank borrowings are secured by: l Hypothecation of floating assets on pari passu basis. l Assignment of insurance policies. l Assignment of bank guarantees provided by customers and issued by reputed local banks. The bank borrowings and loans are subject to certain financial covenants including debt/equity ratios, capital gearing

ratio, leverage ratio, current asset/current liability ratios, minimum net worth and dividend distribution limit. An analysis by bank of amounts outstanding is as follows: Abu Dhabi Commercial Bank - Rs. 5,481.33 Lakhs (AED 42,925,161) (Previous Year Rs. 8,078.81 Lakhs (AED

61,265,773)) BNP Paribas - Rs. 4,781.89 Lakhs (AED 37,447,762) (Previous Year Rs. 8,372.09 Lakhs (AED 63,489,853)) Barclays - Rs. 2,307.93 Lakhs (AED 18,073,800) (Previous Year Rs. 2,857.43 Lakhs (AED 21,669,370)) Bank of Baroda - Rs. 1,001.31 Lakhs (AED : 7,841,438) (Previous Year Nil) D) MURARI HOLDINGS LIMITED The loan are secured by : l Corporate Guarantee of Binani Cement Limited, l Pledging of 100% shares of the Company ( held by Binani Cement Limited), l A negative lien on the assets of the Binani Cement Factory LLC, Dubai. l Non disposal undertaking for the beneficial interest for 51% shares of Binani Cement Factory LLC Dubai l Non disposal undertaking for 49% shares of Binani Cement Factory LLC held by Mukundan Holdings Limited.

An analysis by bank of amounts outstanding is as follows:Punjab National Bank: Rs. 4,689.36 Lakhs (USD 10,000,000)Bank of Baroda: Rs. 2,344.68 Lakhs (USD 5,000,000)State Bank of India: Rs. 4,689.36 Lakhs (USD 10,000,000)

Syndicate Bank: Rs. 2,344.68 Lakhs (USD 5,000,000)


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10 Other Income (Rs. in Lakhs)



i) Scrap sales 198.92 326.41ii) Interest on fixed deposits (Includes tax deducted at source Rs. 23.46 Lakhs)

(Previous Year Rs. 41.13 Lakhs)236.79 418.75

iii) Dividends Received 195.15 -iv) Insurance Claim 333.15 168.33v) Income from ‘inadvertent’ flow of surplus power to Rajasthan Power

Procurement Centre18.86 3.38

vi) Exchange Fluctuation (Net) 1,055.65 209.37vii) Sale of Carbon Credits (Certified Emission Reduction) - 283.05viii) Miscellaneous Income 277.39 497.06ix) Subsidy Income of SBRCC 972.96 1,296.21

TOTAL 3,288.87 3,202.57

11 Managerial Remuneration

(Rs. in Lakhs)



Salary 45.38 59.38

Contribution to Provident and other Funds** 5.45 4.38

Perquisites * 9.82 6.73

Commission to Directors (other than Whole-time Directors) 18.00 9.75

TOTAL 78.65 80.24

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

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



(Calculation of Net Profit as per Section 349/350 of the Companies Act, 1956 for determining the commission to be paid to Non Excecutive Directors.)

Profit before Tax 42,161.24 15,455.77

Add : Directors Remuneration 60.64 53.51

Commission to Non Executive Directors 18.00 9.75

Loss on sale of Fixed Assets 619.28 330.29

Donation 75.00 25.00

Net Profit under Section 349 / 350 42,934.15 15,874.32

Maximum Remuneration as per Section 349 / 350 @ 5% 2,146.71 793.72

Commission to Non Executive Directors u/s 309(4) @ 1% 429.34 158.74

Commission actually paid to Non Executive Directors 18.00 9.75


85

12 Remuneration to Auditors (Rs. in Lakhs)



Statutory Auditors

Statutory Audit Fees 22.41 23.39

Tax Audit Fees 2.50 -

For other matters 5.93 3.00

Reimbursement of Expenses 0.57 0.81

TOTAL 31.42 27.20

Cost Auditors

Cost Audit Fees 0.90 0.80

Reimbursement of Expenses 0.13 -

TOTAL 1.03 0.80

13 BCL : Selling and Administration Expenses includes Rs. 1,725 Lakhs (Previous Year Rs. 750 Lakhs, net of amount capitalised Rs. 192 Lakhs) paid to Binani Industries Limited (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. to its subsidiaries including the Company on payment of monthly Management Services Fees.

Interest and Finance charges are net of Rs. 527.52 Lakhs (Previous Year Rs. 473.83 Lakhs), being interest charged by the Company to Binani Industries Limited based on balances in the current account.

14 BCL : The Company’s expansion project at its existing site for increasing power generation capacity by captive power plant is under implementation. The Company has also having various ongoing projects in hand at Gujarat, Nimbri (Raj.) and Incidental expenses pertaining to these projects incurred, included under capital work in progress as mentioned in Schedule 5, are as under :

(Rs. in Lakhs)



Balance Brought forward 2,750.27 469.24

Power and Fuel 447.10 161.99

Other Operating Expenses 28.84 1,214.93

Repairs and Maintenance - Building - 0.09

Repairs and Maintenance - Plant & Machinery - 0.74

Repairs and Maintenance - Others 1.22 0.88

Management / Consultancy Fee 88.57 192.00

Salaries and Wages 132.79 138.88

Contribution to Provident and other Funds 5.52 7.45

Workmen and Staff Welfare Expenses 0.06 6.45

Rent 3.10 2.10

Rates and Taxes 0.04 3.76

Insurance 7.12 5.88

Other Sundry Expenses 44.32 152.92

Interest - Term Loans 33.65 1,003.10

Finance Charges 3.14 901.99

3,545.74 4,262.40


86



Less:

Interest Income on Fixed Deposits - 0.24

Sales / Power 572.98 1,399.21

Miscellaneous Income - 0.58

Balance in Capital work in Progress 2,972.76 2,862.37

Less : Capitalised 426.19 112.10

Balance carried forward 2,546.57 2,750.27

15 BCL : Current tax for the period is provided considering the Minimum Alternative Tax credit available under the Income-tax Act, 1961. Deferred tax asset in respect of timing difference and unabsorbed depreciation and business loss has been recognised to the extent of deferred tax liability, representing depreciation, available for set off.

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

(Rs. in Lakhs)

Particulars As at 31st March, 2010


a) Deferred Tax Liability Depreciation 20,692.65 17,351.37 Total 20,692.65 17,351.37b) Deferred Tax Asset Disallowance under Income Tax Act, 1961 (2,016.55) (1,814.82) Total (2,016.55) (1,814.82) Deferred Tax Liability 18,676.10 15,536.55 Provided upto 31.03.2009 15,542.00 12,752.00 Provision for additional Deferred Tax Liability 3,134.10 2,784.55 Rounded off 3,135.00 2,790.00

16 BCL:

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

(Rs. in Lakhs)

Particulars Currency As at 31st March, 2010


Outstanding Creditors for Coal USD 5,602 7,465

Outstanding Creditors for Spares DKK 0.24 -

Outstanding Creditors for Spares USD 21.53 -

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

Currency Number of Contracts Buy Amount Purpose

USD 9 9,600,000 Creditors Payment


87

17 Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India.

Since the Company alongwith 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 for sales in India and Dubai for reporting purpose.

(Rs. in Lakhs)

SEGMENT REVENUE INDIA DUBAI Unallocated Inter Segment TOTALSales (Net of Excise) 185,105.08

(148,978.72)35,775.37

(42,145.55)7,933.24

(6,653.32)(2,835.75)(-1,689.6)

225,977.94(196,087.99)

Dividend and Interest Income 452.26(235.11)

--

1,928.37(2,773.41)

(1,883.66)(-2,543.53)

496.97(464.99)

Other Income 1,658.25(1,056.07)

57.65(174.70)

1,076.00(1,506.81)

--

2,791.90(2,737.58)

Total 36,945.69(150,269.90)

(6,487.23)(42,320.25)

4.07(10,933.54)

(4,719.41)(-4,233.13)

29,976.25(199,290.56)

SEGMENT RESULT INDIA DUBAI Unallocated Inter Segment TOTALNet Profit/ (Loss) before tax from ordinary activities.

42,161.24(22,608.08)

3,501.67(6,321.69)

(645.22)(-6,582.78)

(1,700.71)(-2,800.4)

43,316.98(19,546.59)

Total 42,161.24(22,608.08)

3,501.67(6,321.69)

(645.22)(-6,582.78)

(1,700.71)(-2,800.4)

43,316.98(19,546.59)

CAPITAL EMPLOYED INDIA DUBAI Unallocated Inter Segment TOTALTotal Segment Assets 245,105.12

(201,563.93)34,971.83

(41,551.57)156,300.54(77,517.75)

(111,546.79)(-391,88.84)

324,830.70(281,444.40)

Total Segment Liabilities 187,182.29(153,923.17)

18,472.08(26,921.93)

57,321.24(43,472.71)

(8,525.56)(-3874.53)

254,450.05(220,443.28)

Capital Employed 57,922.83(47,640.76)

16,499.75(14,629.64)

98,979.31(34,045.04)

(103,021.23)(-35314.31)

70,380.66(61,001.12)

(Figures in bracket pertain to Previous Year)

18 BCL : Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India :

The Company has entered into transactions in ordinary course of business with related parties at arms length as per details below :

(As certified by the Management) :

(Rs. in Lakhs)


Companies under common

ownership / and / or common management

control

Enterprises where Key

Management Personnel has got significant

influence

Total

Sale of Fixed Assets- Binani Industries Ltd. -

(12.65)--

--

-(12.65)

Service Charges for vehicle / Rent etc.- Binani Metals Ltd. -

---

73.55(79.76)

73.55(79.76)

Donation- G D Binani Charitable Trust - - 25.00 25.00

(25.00) (25.00)- G D Binani Charitable Foundation - - 50.00 50.00Interest Expenses- Kalpvriksh Holding AG - 29.63 29.63


88

Freight service availed- Transnational Trading Services Pte Limited - 2,932.84 - 2,932.84- Transnational Trading - 2,011.77 - 2,011.77

Acquisition of Fixed Asset- Transnational Trading Services Pte Limited - 66.00 - 66.00

Balance outstanding as on 31st March, 2010- Kalpvriksh Holding AG - 2,844.50 2,844.50

- -Dividends Paid- Binani Industries Ltd. 2,768.34 - - 2,768.34

(3,295.65) - - (3,295.65)Payment (Net) arising out of transactions in current account- Binani Industries Ltd. 474.77 - - 474.77

(511.03) - - (511.03)Balance outstanding as on 31st March, 2010 9,032.42 - - 9,032.42

(8,557.65) - - (8,557.65)Maximum Balance Outstanding Rs. 9,032.42 Lakhs(Previous year Rs. 8,557.65 Lakhs)

(Figures in bracket pertain to previous year)

Notes:

1 The remuneration paid to key management personnel Mr. P. Acharya (Rs. 60.65 Lakhs) (PreviousYear Rs. 12.86 Lakhs), Mr. P. Sheoran (Rs. NIL) (PreviousYear Rs. 40.64 Lakhs) and payment towards Management Services Fee to holding company and interest allocated to holding company have been separately disclosed in Note No. 11 and Note No. 13 of Schedule 15.

2 In case of BCF, the remuneration paid to key Managerial personnel (Rs. NIL) (PreviousYear Rs. 16.98 Lakhs)

3 Guarantees given/to be given to Banks by holding company on behalf of the Company have been separately disclosed in Note No. 9

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Fellow Subsidiary : Binani Zinc Limited, Goa Glass Fibre Limited , BT Composites Limited, Wada Industrial Estate Limited.

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

d) Transactions with BML where Key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian.

e) Companies under common ownership / and / or common management control : Transnational Trading Services Pte. Limited, Transnational Trading, Kalpvriksh Holding AG

19 Consolidated Earning per share is calculated as follows : (Rs. Lakhs)



Profit/ (Loss) for the year after Minority Interest and Tax 29,254.68 14,711.74Equity Shares outstanding as at the period end (in Nos.) 203,101,274 203,101,274Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share

203,101,274 203,101,274

Nominal Value per Equity Share (in Rs.) 10/- 10/-Earning Per Share (Basic and Diluted) (in Rs.) 14.40 7.24


89

20 BCL: EMPLOYEE BENEFITS :

a) Defined benefit plans as per actuarial valuation on 31st March, 2010

(Rs. in Lakhs)

Particulars Gratuity Funded Leave Encashment Non-FundedI Expenses recognised in

the Statement of Profit & Loss


March, 2010


March, 2009


March, 2010


March, 20091 Current Service Cost * 46.76 38.88 (15.45) (12.77)2 Interest Cost 22.31 18.94 - - 3 Employee Contributions - - - - 4 Expected return on plan

assets (27.97) (22.06) - -

5 Net Actuarial (Gains) / Losses

117.43 18.81 - -

6 Past Service Cost - - - - 7 Settlement Cost - - - - 8 Total Expenses 158.52 54.57 (15.45) (12.77)* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowanceII Net Asset/(Liability)

recognised in the Balance Sheet


March, 2010


March, 2009


March, 2010


March, 20091 Present value of Defined

Benefit Obligation 444.10 278.85 90.91 106.36

2 Fair value of plan assets 516.88 288.19 - -3 Funded Status [Surplus/

(Deficit)]72.78 9.35 - -

4 Net Asset/(Liability) 72.78 9.35 (90.91) (106.36)

III Change in obligation during the Year


March, 2010


March, 2009


March, 2010


March, 20091 Present value of Defined

Benefit Obligation at beginning of the year

278.85 236.73 106.36 119.13

2 Current Service cost * 46.76 38.88 (15.45) (12.77)3 Interest Cost 22.31 18.94 - -4 Settlement Cost - - - - 5 Past Service Cost - - - -

6 Employee Contributions - - - - 7 Actuarial (Gains) / Losses 117.42 18.81 - - 8 Benefits Payments (21.24) (34.52) - - 9 Present value of Defined

Benefit Obligation at the end of the year

444.10 278.85 90.91 106.36



90

Gratuity FundedIV Change in Assets during the Year For the year

ended 31st March, 2010


March, 2009 1 Plan assets at the beginning of the year 288.19 222.36

2 Assets acquired on amalgamation in previous year - - 3 Settlements - - 4 Expected return on plan assets - - 5 Contributions by Employer 221.96 78.286 Actual benefits paid (21.24) (34.52)

7 Actuarial (Gains) / Losses - - 8 Actual return on plan assets 27.97 22.06

9 Plan assets at the end of the year 516.88 288.19

V The major categories of plan assets as a percentage of total plan Qualifying Insurance Policy

YES YES

VI Actuarial Assumptions :Discount Rate 8% 8%Salary Escalation 7% 7%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is Rs. 90.91 Lakhs based upon following assumptions.

Discount Rate 8% 8%


21 BCL : Miscellaneous Expenses in Schedule 13 includes Rs. 25 Lakhs donation, given to G. D. Binani Charitable Trust and Rs. 50 Lakhs to G. D. Binani Charitable Foundation.

22 BCF:

(i) Dividends paid and declared during the year of AED 12,777,200 (Previous Year AED 44,720,200) represent a dividend per share of AED 400 (Previous Year AED 1400).

(ii) The company has entered into an “Interest Rate Swap” contract with BNP Paribas involving US$ 3 months LIBOR rates with a notional amount of US$ 5 million. The net gain made on this contract of AED 74,015 (Previous AED 15,953) upto the year end is taken to the income statement.

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




Rakesh RathiPartnerMembership No. 45228Firm Registration No 103523W

Jayesh ParmarPartnerMembership No. 45375Firm Registration No 104746W




(Rs. Lakhs)


91




Rakesh RathiPartnerMembership No. 45228Firm Registration No 103523W

Jayesh ParmarPartnerMembership No. 45375Firm Registration No 104746W




CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010(Rs. in Lakhs)

PARTICULARS For the Year ended 31st March, 2010

For the Year ended 31st 31stMarch, 2009

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax 43,317.01 19,546.59Adjustments for :Depreciation/Amortisation 10,846.13 9,242.54Interest and Finance Charges 11,986.35 10,031.56Exchange Fluctuation (Net) - (283.72)(Profit)/ Loss on Sale/Discard of Fixed Assets 605.22 531.99Dividend Received (1,896.15) (46.24)Interest Income (432.91) (411.44)Operating Profit before working capital changes 64,425.65 38,611.28Adjustments for :Inventories 8,449.20 (4,236.13)Trade and Other Receivables 18,858.30 (5,766.24)Trade and Other Payables (25,162.19) 18,654.88

Cash Generated from Operations 66,570.96 47,263.79Direct Taxes Paid / Refunds (4,002.47) (2,064.80)Net Cash from Operating Activities 62,568.49 45,198.99

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (27,633.58) (27,016.46)(including capital work-in-progress)Purchase of Investments (including investment in Subsidiary) (51,472.55) (66,501.51)Sale of Fixed Assets 17.12 48.05Interest and Dividend Income Received 2,073.23 1,735.42Investment in Fixed Deposit (1,080.48) -Sale of Investments - 13,300.00Other Advances (Including advances to Binani Industries Limited, the Holding Company)

(474.77) (1,317.17)

Deferred Expenditure - -Net Cash from / (in) Investing Activities (78,571.03) (79,751.67)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowings 47,659.35 61,961.43Towards Share capital of Subsidiary 22,635.96 10,245.01Repayment of Long Term Borrowings (18,190.02) (27,429.45)Dividend / Dividend Distribution Tax Paid (6,467.44) (9,246.04)(Repayment of)/ Proceeds from Bank Borrowings (Net) 13,450.31 (2,476.21)Proceeds from Trade Deposits 395.01 300.72Interest and Finance Charges Paid (13,292.89) (11,964.41)Proceeds from Short Terms Borrowings (Net) 15,000.00 22,500.00Repayment of Short Terms Borrowings (Net) (29,000.00) (3,500.00)Increase in Unsecured Loan 414.74 -Increase in Reserves 422.59 2,681.45Net Cash from / (in) Financing Activities 33,027.61 43,072.50

D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 17,025.07 8,519.82E. OPENING CASH AND CASH EQUIVALENTS 19,169.90 10,650.08F. CLOSING CASH AND CASH EQUIVALENTS 36,194.97 19,169.90

Note:Cash and Cash Equivalent include cash on hand, bank balance, remittances in transit and cheques in hand (Refer Schedule 7).CLOSING CASH AND CASH EQUIVALENTS AS PER BOOKSParticulars Amount in INRCash in hand 15.82Current Accounts 15,348.14Deposit Accounts (Including margin money Rs.0.75 Lakhs) Less than 3 month 20,831.01Total of cash & Cash Equivalents 36,194.97Fixed Deposit more than 3 months 1,080.48Total of Cash & Bank Balances 37,275.45


92

Statement Pursuant to Section 212 (3) and 212(5) of the Companies Act, 1956 relating to Subsidiary/ Stepdown Subsidiary Companies of Binani Cement Limited for the year ended 31st March 2010.

Sr. No.

Name of the Subsidiary Company Krishna Holdings Pte. Ltd.(KHL)

Mukundan Holdings Ltd. (MHL)

Binani Cement Factory LLC (BCF)

Shandong Binani Rong’An Cement Co. Ltd. (SBRCC)

“Murari Holdings Ltd. (MUHL)”

1 Country of Incorporation Singapore British Virgin Islands United Arab Emirates China British Virgin Islands

2 Financial year / period of the Subsidiary Company

January 1, 2009to

December 31, 2009

January 1, 2009to

December 31, 2009

January 1, 2009to

December 31, 2009

January 1, 2009to

December 31, 2009

October 30, 2008to

December 31, 20093 Relation with Binani Cement Limited (BCL) Subsidiary of BCL Subsidiary of BCL Stepdown Subsidiary of

MHL & MUHLStepdown Subsidiary of KHL Subsidiary of BCL

4 Information pursuant to Sec. 212 (3)A ) Extent of the Holding Company’s interest in the Subsidiary as at the end of the Financial Year / Period :

Number of Shares 14,875,850 Shares of SGD 1 each

100,000 Shares of USD 1 each 31,943 Shares of AED 1,000 each

Share Capital is not divided into No. of Shares ( Amount

of Share Capital in Rmb 3,002.20 Lakhs equivalent to

Rs.20,651.24 Lakhs)

32,500,000 Shares of USD 1 each

Number of Preference shares 9,631,835 Shares of SGD 1 each

- - - -

% of Share Holding (Excluding Preference Share Capital)

50% held by BCL Balance 50% held by MHL

100% held by BCL 49% held by MHL. / 51% held by MUHL (Beneficial

Interest).

85% held by KHL 100% held by BCL.

B ) Net aggregate amount of Profits / (Losses) of the subsidiary so far it concerns members of BCL, not dealt with in the standalone accounts of the company :a) For the financial year / period of the subsidiary aforesaid ( Rs. Lakhs)

16.10 (1,235.04) 2,712.60 (45.42) 510.39

b) For the previous financial year / period of the subsidiary since it became the holding company’s subisidiary ( Rs. Lakhs)

(38.39) 760.19 11.93 417.98 -

5 Information pursuant to Sec. 212 (5)a) Change in the Holding company’s interest between the end of the financial year of the subsidiary and holding company

Shares application money paid Rs 4,559.79 Lakhs to KHL eqivalent to SGD

140.54 Lakhs

Shares application money paid Rs 5,088.90 Lakhs to MHL

equivalent to USD 110 Lakhs.

- KHL has acquired additional share capital of Rmb 300.67

Lakhs in SBRCC equivalent to SGD 61.89 Lakhs

Shares application money paid Rs 461.99 Lakhs to

MUHL equivalent to USD 10 Lakhs.

b) Material change between the end of the financial year of subsidiary and holding company :

i) Subsidiary’s investment KHL has acquired additional share capital of Rmb 300.67 lakhs in SBRCC equivalent

to SGD 61.89 lakhs

- BCF has paid the money for share capital in Binani

Cement Factory (SFZ) Limited of AED 3.68 Lakhs

-

ii) the money lent by Subsidiary - Amount Advance by MHL to BCF of USD 100 lakhs equivakent to AED 367.50

Lakhs

- - Amount Advance by MUHL to BCF of USD 100 lakhs equivakent to AED 367.50

Lakhsiii) Money borrowed by subsidiary for any purpose other than that of meeting current liabilities.

- Amount borrowed from BCL Rs. 4,463.02 Lakhs equivalent to

USD 100 Lakhs

Amount borrowed from MUHL USD 100 lakhs

equivalent to AED 367.50 Lakhs and from MHL by BCF of USD 100 lakhs

equivalent to AED 367.50 Lakhs

- Amount borrowed from BCL Rs. 4470.98 Lakhs equvalent

to USD 100 Lakhs

Notes 1) On October 26, 2009, the Company has promoted a wholly owned subsidiary viz. Bhumi Resources (Singapore) Pte. Ltd (BRS), incorporated in Singapore with a paid up capital of SGD 50 Lakhs. Its first

accounting period will end on December 31, 2010. 2) On Feburary 25, 2010, BRS has promoted a wholly owned subsidiary viz PT Anggana Energy Resources Pte Ltd. (PAER), Incorporated in Indonesia with an Authorised Share Capital of USD 600,000.

The shares are yet to be alloted to BRS. Its first accounting period will end on December 31, 2010.3). BCF had acquired 100% stake in two companies viz Riddhi Siddhi Trading (South Africa) Proprietory Limited and BC Trading (Mauritius) Ltd. on 21st August 2008 and 25th September 2008 respectively.

In view of the management, as there are no material transactions other than transactions related to investments which are also insignificant, their other related information has not been provided in this statement. The Board of Directors of Riddhi Siddhi Trading (South Africa) Proprietory Limited vide its resolution dated Oct 19, 2009, has applied for de-registration of the company with the Registrar of Companies, South Africa.

4) BCF had incorporated two companies viz BC Tradelink Ltd. and Binani Cement Factory (SFZ) Limited on August 29, 2007 and November 12, 2009 respectively. The companies are incorporated in Tanzania and Republic of Sudan respectively. As there are no transactions during the period and considering the size of the Balance Sheet, their consolidation is not considered necessary.



Place: Mumbai Atul P. Falgunia P. AcharyaDate : 23rd April, 2010 Company Secretary Wholetime Director


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4,0

78.9

6 12

,420

.79

34,9

71.8

3 1

8,47

2.08

-

35,

775.

37

3,5

01.6

7 -

3,5

01.6

7 1

,699

.88

5Sh

ando

ng B

inan

i R

ong’

An

Cem

ent

Co.

Ltd

. (SB

RC

C)

Chi

naSu

bsid

iary

of

KHL

31st

D

ecem

-be

r,200

9

RM

B 3

,002

.20

179

.05

3,3

33.4

9 1

52.2

3 -

1,1

07.7

7 8

.46

15.

93

(7.4

7) -

INR

20,6

51.2

4 1

,231

.66

22,9

30.0

7 1

,047

.16

- 7

,933

.24

62.

10

114

.11

(52.

01)

-

Not

es:

1)

Indi

an R

upee

s eq

uiva

lent

figu

res

have

bee

n ar

rived

at b

y ap

plyi

ng th

e ex

chan

ge r

ate

prev

ailin

g on

31s

t Dec

embe

r 20

09 fo

r al

l Ass

ets

& L

iabi

litie

s w

hich

are

as

follo

w: a

) 1U

SD

= R

s. 4

6.89

, b)

1SIN

$ =

Rs.

33.

37, c

) 1R

MB

= R

s. 6

.88

and

d) 1

AE

D =

Rs.

12.7

7. R

even

ue it

ems

are

arriv

ed b

y ap

plyi

ng th

e av

erag

e ra

te p

reva

iling

dur

ing

the

year

w

hich

are

as

follo

w: a

) 1U

SD

for

MH

L =

Rs.

48.

85, b

) 1U

SD

for

MU

HL

= R

s. 4

9.02

, c)

1 S

IN$

= R

s. 3

3.60

, d)

1 R

MB

= R

s. 7

.16

e) 1

AE

D =

Rs

13.3

0

2)

On

Oct

ober

26,

200

9, th

e C

ompa

ny h

as p

rom

oted

a w

holly

ow

ned

subs

idia

ry v

iz. B

hum

i Res

ourc

es (

Sin

gapo

re)

Pte

. Ltd

(B

RS

), in

corp

orat

ed in

Sin

gapo

re w

ith a

pai

d up

ca

pita

l of S

GD

50

Lakh

s. It

s fir

st a

ccou

ntin

g pe

riod

will

end

on

Dec

embe

r 31

, 201

0.

3)

On

Feb

urar

y 25

, 201

0, B

RS

has

pro

mot

ed a

who

lly o

wne

d su

bsid

iary

viz

PT

Ang

gana

Ene

rgy

Res

ourc

es P

te L

td. (

PAE

R),

Inco

rpor

ated

in In

done

sia

with

an

Aut

horis

ed

Sha

re C

apita

l of U

SD

600

,000

. The

sha

res

are

yet t

o be

allo

ted

to B

RS

. Its

firs

t acc

ount

ing

perio

d w

ill e

nd o

n D

ecem

ber

31, 2

010.

4)

BC

F h

ad a

cqui

red

100%

sta

ke i

n t

wo

com

pani

es v

iz R

iddh

i S

iddh

i Tra

ding

(S

outh

Afr

ica)

P

ropr

ieto

ry

Lim

ited

and

BC

Tra

ding

(M

aurit

ius)

Ltd

. on

21s

t A

ugus

t 20

08

and

25th

Sep

tem

ber

2008

res

pect

ivel

y.

In v

iew

of

the

man

agem

ent,

as t

here

are

no

mat

eria

l tra

nsac

tions

oth

er t

han

tran

sact

ions

rel

ated

to

inve

stm

ents

whi

ch a

re a

lso

insi

gnifi

cant

, th

eir

othe

r re

late

d in

form

atio

n ha

s no

t be

en p

rovi

ded

in t

his

stat

emen

t. T

he B

oard

of

Dire

ctor

s of

Rid

dhi S

iddh

i Tra

ding

(S

outh

Afr

ica)

P

ropr

ieto

ry

Lim

ited

vide

its

reso

lutio

n da

ted

Oct

19,

200

9, h

as a

pplie

d fo

r de

-reg

istr

atio

n of

the

com

pany

with

the

Reg

istr

ar o

f Com

pani

es, S

outh

Afr

ica.

5)

BC

F h

ad i

ncor

pora

ted

two

com

pani

es v

iz B

C T

rade

link

Ltd.

and

Bin

ani

Cem

ent

Fact

ory

(SF

Z)

Lim

ited

on A

ugus

t 29

, 20

07 a

nd N

ovem

ber

12,

2009

res

pect

ivel

y. T

he

com

pani

es a

re in

corp

orat

ed in

Tan

zani

a an

d R

epub

lic o

f Sud

an r

espe

ctiv

ely.

As

ther

e ar

e no

tran

sact

ions

dur

ing

the

perio

d an

d co

nsid

erin

g th

e si

ze o

f the

Bal

ance

She

et,

thei

r co

nsol

idat

ion

is n

ot c

onsi

dere

d ne

cess

ary.

For a

nd o

n be

half

of th

e Bo

ard

of D

irect

ors

M. K

. Cha

ttopa

dhya

yaBr

aj B

inan

iCh

ief F

inan

cial O

ffice

rCh

airm

an

Plac

e: M

umba

iAt

ul P

. Fal

guni

aP.

Acha

rya

Date

: 23

rd A

pril,

2010

Com

pany

Sec

reta

ryW

hole

time

Dire

ctor


94

NOTES


95

Bin

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OX

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inan

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nclu

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re _

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f ___

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re(s

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th

e M

embe

r(s)

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ani Z

inc

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if it

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Binani Cement

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Transcript of Binani Cement