BCL AR 2010-11

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Binani Cement Limited (Subsidiary of Binani Industries Limited)

BOARD OF DIRECTORSMr. Braj Binani - ChairmanMs. Nidhi Singhania Mr. S. PadmakumarDr. V.C. ShahMr. V. SubramanianMr. M.K. Chattopadhyaya Mr. Ramakrishna Moogimane Mr. P. Acharya - Sr. Executive Director & Wholetime Director

AUDIT COMMITTEEMr. S. Padmakumar - ChairmanDr. V.C. ShahMr. V. SubramanianMr. M.K. Chattopadhyaya

COMPANY SECRETARYMr. Atul P. Falgunia

CHIEF FINANCIAL OFFICER – GROUP CONTROL ACCOUNTS (Nominated by Holding Company)Mr. R. Venkiteswaran

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

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

TERM LENDERS & BANKERSIDBI Bank LimitedSyndicate Bank Axis Bank Limited Export Kredit Finansiering A.S.State Bank of India UCO Bank Central Bank of India Bank of Baroda Punjab National BankDena BankOriental Bank of CommerceJammu & Kashmir Bank LimitedLOCATIONSRegistered Office:37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157.Corporate & Mumbai Office:Mercantile Chambers,12, J.N. Heredia Marg,Ballard Estate, Mumbai – 400 001.

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

OVERSEAS SUBSIDIARIES:1. Krishna Holdings Pte. Ltd. Singapore (KHL) 24, Raffles Place, #29-04A, Clifford Centre Singapore -048621.2. Shandong Binani Rongan Cement Co. Ltd. China (SBRCC) Fujiazhuang, Dong Guan Town, Ju County, Rizhao City Shangdong Province3. Mukundan Holdings Limited P.O. Box 957, Offshore Incorporations, Centre Road, Town, Tortala, British Virgin Islands (BVI)4. Murari Holdings Limited Akara Building,24 De Castro Street, Wickham Cay, Road Town, Tortola British Virgin Islands (BVI)5. Binani Cement Factory LLC Jebel Ali, Dubai6. Bhumi Resources (Singapore) Pte Limited 24, Raffles Place, #29-04A, Clifford Centre Singapore -048621.

MARKETING OFFICES:1. 705-706, 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 0014. Flat no. 2&3, Jeet Apartments, Airport Road, Ratannada, Jodhpur -3420015. 1st Floor, Eldeco Corporate Chamber-1, Vibhuti Khand, Gomti Nagar, Lucknow -2260106. 401, Krishna Building, 4th Floor, 224-A, A.J.C. Bose Road, Kolkata -700 017. 7. Feltham House, 1st Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai -400 001.

REGISTRAR & TRANSFER AGENTS M/s Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (w)Mumbai -400 078.

CONTENTS PageNotice for the 15th A.G.M. 2Directors’ Report, Management Discussion &Analysis Report 4Corporate Governance Report 13Auditors’ Report 26Balance Sheet, Profit & Loss Account & Schedules 30Cash Flow Statement & Part IV 60Auditors’ Report on Consolidated Financial Statement 63Consolidated Balance Sheet, Profit & Loss Account & Schedules 64Consolidated Cash Flow Statement 96Statement Pursuant to Section 212 98Abstract of Financial Statements of Subsidiaries 99Form for Service of Documents by E-mode 101Proxy Form & Attendance Slip for 15th AGM 103

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annual report 2010-2011

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

ORDINARY BUSINESS:1. To receive, consider and adopt the Balance Sheet as at

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

2. To declare dividend on Equity Shares.

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

4. To appoint a Director in place of Ms. Nidhi Singhania, who, retires by rotation and being eligible, offers herself for reappointment.

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

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

By Order of the BoardFor Binani Cement Limited

Atul P. Falgunia Company Secretary

Place : MumbaiDate : 22nd April, 2011

NOTES :1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

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

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

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

4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 20th June, 2011

NOTICE TO SHAREHOLDERS

to Monday, 27th June, 2011 (both days inclusive ).5. Dividend, if declared, will be paid to those members whose

names appear on the company’s Register of Members on 18th June, 2011 on the paid up capital of the Company as on 31st March, 2011. In respect of shares held in electronic form the dividend will be paid to the beneficial owners of shares as on 18th June, 2011 as per details furnished by the depositories for the purpose.

6. Those members who have not encashed their Dividend Warrants for the Financial Year ended 31st March, 2007, 31st March 2008, 31st March 2009 and 31st March 2010 may lodge a claim with the Company failing which the balance will be transferred to the Investor Education and Protection Fund established by the Central Government on or before 7.08.2014, 4.08.2015, 7.08.2016 and 6.08.2017 respectively. After the above dates, the shareholders are not entitled to claim the amount pursuant to the existing provisions of Section 205 C (2) of the Companies Act, 1956.

7. A brief write up about the directors coming up for reappointment as required by listing agreement in respect of items no. 3, 4, and 5 of the notice are annexed hereto and forms part of this notice.

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

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

10. Recently the Ministry of Corporate Affairs, Government of India, vide Circular No. 17/2011 allowed service of documents by e-mode as a Green initiative in the Corporate Governance. Members are requested to Register their e-mail addresses with the Company’s Registrar & Share Transfer Agents M/s. Link Intime India Pvt. Limited Unit: Binani Cement Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078 for the purpose of service of documents under Section 53 of the Companies Act, 1956. The Form for sending the request is attached seperately.

11. (i) Pursuant to the General Exemption granted by the Central Government, Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956 vide Circular No.2/2011 dated 8th February, 2011, the Board of Directors at its meeting held on 22nd April, 2011, granted its consent not to attach the Director’s Report, Auditors Report, Balance Sheet, Profit & Loss Accounts of the subsidiaries viz Swiss Merchandise Infrastructure Limited, and Merit Plaza Limited for the year ended 31st March 2011, Krishna Holdings Pte Limited, Singapore, Shandong Binani Rongan Cement Company Limited, China, Mukundan Holdings Limited, British Virgin Islands, Murari Holdings Limited, British

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Virgin Islands, Bhumi Resources (Singapore) Pte Limited, PT Anganna Energy Resources , Indonesia, Binani Cement Factory (Mauritius) Limited, Mauritius, Binani Cement Factory (SFZ) Limited, Sudan, Binani Cement Company Limited, Sudan and Binani Cement LLC, Dubai for the year ended 31st December, 2010 with the Company’s Annual Accounts. Accordingly, the same are not attached to the Annual Report of the Company.

(ii) The Company has fulfilled the conditions (i) to (v) & (vii) of the said Circular by attaching the consolidated Financial Statement of the holding and all the Subsidiaries duly audited by the Statutory Auditors.

(iii) The Company undertake to the shareholders that the Annual Accounts of the aforesaid Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and that of the Subsidiary companies free of cost. A copy of the Annual Accounts of the aforesaid subsidiaries shall also be given to Shareholders free of cost on demand.

(iv) The Annual Accounts of the Company and its subsidiaries as above shall be kept for inspection by any shareholder at the Registered Office of the Company at 37/2, Chinar Park, Rajarhat, P.O. Hatiara, Kolkata-700 157 and Head Office of the Company and its subsidiaries at Mercantile Chambers, 12, J N Heredia Marg, Ballard Estate, Mumbai-400 001 between 11.00 a.m. and 1.00 p.m. on any working day

(excluding Saturdays & Sundays). (v) The Annual Accounts of the Company and all its

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

12. Members are requested to:

a) Notify promptly any change in their address and send all correspondence relating to shares including requests for transfers, change of status, change of mandate, fresh mandate etc either to the Company at its Registered Office or to the Company’s Registrar and Share Transfer Agents M/s Link Intime India Pvt. Limited. Unit: Binani Cement Limited, C-13, Pannalal Silk Mills Compound, L.B.S .Marg, Bhandup (W), Mumbai -400 078, Tel. No. 022-25946970 - Fax: 022-25946969 E-mail: [email protected]

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

c) Send their queries, if any, at least 15 days in advance of the meeting at the 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.

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

Name of the Directors Mr. Ramkrishna Moogimane Ms. Nidhi Singhania Mr. P. Acharya

Age 67 26 58Date of appointment on the Board as Director

23.10.2008 23.4.2009 23.10.2008

Date of last reappointment as Director 26.6.2009 at AGM 26.6.2009 at AGM 26.6.2009 at AGM Qualification M.A, LLB B.A (Specialisation in

Economics)B.E (Mechanical Engineer)

Expertise in specific functional areas Banking Coordination in Cement Marketing

Projects & Production

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

Nil Nil Nil

Name of Other Companies in which Directorships held

Director in Mercator Lines Limited Director in St. Gobian Securit India Limited

Director in Binani Industries Limited Director in Binani Metals Limited

Director in Binani Ready Mix Concrete Limited.

Chairman/Member of the Committees of Board of Directors of other companies in which they are Directors

Member of Audit Committee in Mercator Lines Limited Chairman of Audit Committee in St. Gobian Securit India Limited

Nil Nil

By Order of the Board For Binani Cement Limited

Atul P. Falgunia Company Secretary


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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Fifteenth Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2011.

FINANCIAL RESULTSThe financial results for the year ended 31st March, 2011 are summarised below:

Rs. in Lacs

Particulars 2010-11 2009-10 Inc/Dec%Net Sales and Other Income 174,335 187,216 -7%Operating Costs 145,814 128,038 14%EBIDTA 28,521 59,178 -52%Interest & Financial charges 10,344 7,850 32%Cash Profit 18,177 51,327 -65%Depreciation and Amortisation

9,950 9,166 9%

Profit before Tax 8,227 40,800 -80%Profit after Tax 9,051 28,192 -68%

DIVIDEND

Keeping in view the overall requirement of funds for future expansion, your Directors recommend a Dividend of 25% i.e. Rupees Two and paisa Fifty only per equity share of Rs. 10/- each.

OPERATIONAL PERFORMANCE

During the year 2010-11, your Company has achieved the highest ever production of 54.58 lacs MT and sold 54.38 lacs MT of cement compared to 52.80 lacs MT and 52.95 lacs MT respectively in the previous year. Increase in production is mainly contributed by the full year operation of 4th Cement plant at Binanigram, commissioned in December 2009.

During the year under review, despite increase in sales volumes by 2.70%, turnover decreased by 7.05% due to lower Cement price in the market and nil sales of Clinker against previous year sale of Rs. 6275 lacs. The net sales for the year under review was Rs. 1721 Crores compared to Rs. 1851 Crores in the previous year.

The combined effect of cement prices, higher input cost of Coal and other raw materials and higher logistic cost put pressure on the bottom line of the Company resulting in drop in the Net Profits of the Company.

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

Production 2010-11 2009-10Cement (Lacs MT) 54.58 52.80Power Generation (net) - Lacs kWh* 3056.69 2449.07

*Excludes trial generation in 2009-10.

PROJECT OVERVIEW :

MODERNISATION / EXPANSION

Binanigram unit :

During the year 2010-11 following modifications / expansion projects have been commissioned:1) Up-gradation of existing Pre-heater fans for Unit # 2 to

increase capacity of Kiln.2) Modification of Raw Mill-II separator to increase capacity of

the mill.3) Installation of pre-crushing system for reduction of feed

size for Raw Mill # 2.4) Up-gradation of wagon loading system by introducing third

loading point with four additional wagon loaders in order to reduce rake loading time.

5) Installation of air cooled condenser in CPP 1 to conserve water and meet statutory obligation.

6) Installation of additional rail track as per requirement of railways.

7) Interconnection of cement silos in order to have better flexibility in packing operation.

Following modifications / expansion projects have been taken up during the year which are under progress :1. Mechanized loading arrangement of clinker in the rakes.2. Installation of wagon tippler for unloading of coal rakes.3. Installation of Fly ash collection system at Suratgarh

Thermal Power Station in order to ensure uninterrupted supply of flyash to Binanigram and Neem Ka Thana.

Neem Ka Thana unit :

Installation of additional packer at Neem Ka Thana for having redundancy and matching grinding capacity.

OVERSEAS PROJECTS – PROJECT OVERVIEW

Shandong Binani Rongan Cement Co.Ltd., China (SBRCCL)

The construction of new clinker production line of 2.5 MTPA is progressing well and it shall be mechanically completed by end of May 2011. The No-load trials of individual equipment and groups shall start immediately thereafter. The commissioning of the project is expected to be in July 2011. The capacity of the plant will increase to 3 million tons per annum after the commissioning of the new production line.

Binani Cement Factory LLC, Dubai (BCFLLC)

During the year, the Dubai cement grinding unit continues to be non operational barring few intermittent operations for meeting some export requirements. The Dubai market also continues to be in slump during the year under review. To tide over the situation and to capitalise on the demand for Cement in the East African Countries, the Company has opened marketing offices through its subsidiaries in Sudan, Dibjouti, Kuwait, Uganda and Madagascar. Further marketing offices are proposed to be set up in Tanzania, Namibia, Botswana, Mozambique and Mauritius. It is

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also proposed to enhance the packing capacity of the Dubai plant which is expected to be completed by May 2011. This is expected to achieve sales from the Dubai plant upto 1 Lakh MT per month from July 2011 onwards.

FUTURE PLANS

Lignite Project at Nimbri Chandrawatan in District. Nagaur, Rajasthan

The Government of India allocated lignite block (56.4 sq. km) in Dist: Nagaur, Rajasthan on 7th February, 2007 for use of lignite as raw material for captive power generation. Company has acquired 72 Hectare of private land within the Mining Lease area and also requested the State Government to assist in acquiring remaining private and government land for the integrated project.

The Public hearing for the mine and 120 MW Pit Head Power Plant has been successfully completed. The recommendations have been forwarded to the Secretary State Pollution Control Board by Regional Officer, Jodhpur. Formal approval from MoEF, Government of India and State pollution Control Board is awaited.

Cement Grinding Unit, Orissa

The Company has plans to install one million TPA split grinding unit in Orissa. Order for project preplanning has been given to M/s. BIL Infratech Limited. In-principle approval for the acquisition of land has been granted by the Government . Acquisition of land is under progress. Process for EIA study and other statutory compliance is under progress. Basic system engineering has been done and finalization of technical specification is under progress.

Cement Project at Sutrapada, District, Junagad in Gujarat.

The Company proposes to set up a Greenfield Cement plant of 5.0 million tons per annum capacity at Sutrapada in Saurashtra, Gujarat. After a long delay, Government of Gujarat (GOG) announced the new mineral policy for Saurashtra and also notified the ML (Mining Lease) blocks in Saurashtra area. The Company has applied for ML to the GOG on the basis of the new mineral policy and our request for the grant of ML blocks is under consideration of GOG. Further work on the project will be started after grant of ML.

BUY BACK OF SHARES

The Board of Directors had passed a Special Resolution to consider buyback of 1,45,00,000 Equity Shares of the Company in terms of the shareholders approval through Postal ballot on 14th June, 2010. The Company had successfully completed the buyback of 1,45,00,000 Equity Shares of the Company through the tender route at a buy back price of Rs. 90 /- per share and extinguished the shares which were bought back. Since the company had received valid applications for 1,96,32,290 shares, the shares were bought back from the shareholders proportionately.

VOLUNTARY DELISTING

The shareholders of the Company by a special resolution passed by Postal ballot approved the Delisting Offer made by the Promoter/Acquirer (M/s Binani Industries Limited) under SEBI

(Delisting of Equity Shares) Regulations, 2009 and consequent action of Voluntary Delisting of shares by the Company. The delisting offer made by the Promoter/Acquirer was successful and the Promoter/Acquirer received 268 valid bids from Shareholders for 4,73,58,222 shares. The Promoter /Acquirer has acquired the shares at the price of Rs. 90/- which was determined through the reverse book building process and paid the consideration to the shareholders of the Company by 23rd February, 2011. Consequent upon the success of the offer, the shareholding of the Promoter/Acquirer in the Company has increased to 95.01% of the total paid up and issued share capital of the Company. Further, the Company has filed final application to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited for approving the delisting of shares of the Company from the exchanges. The Stock Exchanges are expected to grant approval for delisting of company’s shares shortly.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

Your Company is committed to maintaining the good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the 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. Ramakrishna Moogimane, Ms. Nidhi Singhania and Mr. P. Acharya retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

M/s Haribhakti & Co and M/s Kanu Doshi Associates, Chartered Accountants, the joint Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. M/s Haribhakti & Co, have intimated that they do not desire to be reappointed. M/s Kanu Doshi Associates , the other retiring Auditor has given their consent for re-appointment. The Company has received a certificate under Section 224(1) of the Companies Act, 1956 from the Auditors that their appointment, if made, will be in accordance with the limits as specified as per Section 224(1) of the Companies Act, 1956 and the proposal has been placed before you for approval.

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COST AUDIT

Audit of Cost Accounts of the Company relating to Cement for the plants at Binanigram and Neem Ka Thana for the year ended 31st March, 2011 will be audited by Cost Auditors, M/s K. G. Goyal & Co., Jaipur, Cost Accountants and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India. The cost accounts alongwith the Cost Auditors Report for the year ended 31st March, 2010 has already been filed with the Ministry of Corporate Affairs within specified time limit. Approval of the Central Government for the reappointment of M/s K. G. Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the year 2011-12 is being obtained.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in compliance with the Accounting Standard(AS) 21 issued by the Institute of Chartered Accountants of India. With a view to bridge the gap between the different accounting periods of the holding company and the overseas subsidiaries and step down subsidiaries whose accounting year /first accounting period ending 31st December 2010, the consolidation of their financial statements has been done for the combined year/period ended 31st December, 2010 and quarter ended 31st March 2011.

Accordingly, for the purpose of consolidation i) the audited accounts of the overseas subsidiaries/step down subsidiaries for their year /first accounting period ended 31st December, 2010 ii) their unaudited accounts for the quarter ended 31st March, 2011 iii) unaudited accounts for the period ended 31st March, 2011 of the companies whose first accounting year/period would close on 31st December, 2011 and iv) the audited accounts of Indian/overseas subsidiaries/step down subsidiaries for the year/period ended 31st March, 2011 have been considered, as the case may be.

STATEMENT PURSUANT TO SECTION 212

The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiaries is annexed to this report. The Board of Directors has given its consent for not attaching the financial statements of the subsidiaries referred to in the aforesaid annexed statement, pursuant to the general circular no. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs, Government of India.

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, 2011 , the applicable Accounting Standards have been followed and proper explanation relating to material departures, if any, have been furnished;

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 31.03.2011 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, 2011 have been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217

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

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

� Particulars of Employees:

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

STOCK EXCHANGES – COMPLIANCE OF LISTING AGREEMENT

The Company has paid the listing fee for the year 2011-12 to both the Stock Exchanges. As required by the listing agreements with the Stock Exchanges and AS -21, Consolidated Accounts and Auditors Report thereon have been annexed forming part of the Annual Report.

ACKNOWLEDGEMENT

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

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

By Order of the BoardFor Binani Cement Limited

Braj Binani Chairman

Place : MumbaiDate : 22nd April, 2011.

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[A] CONSERVATION OF ENERGY a) Energy conservation measures taken Cement Plant, Binanigram 1. Installed LNV technology in separator and

additional mill inlet duct in Raw Mill 2 resulting in production increased subsequently power consumption reduced

2. In cooling tower of Unit 2 existing fan (02 nos.) metallic blades replaced with high efficiency FRP blades.

3. Optimized compressors running of CM 4 by changing pressure setting of loading/ unloading and pipe line modification, resulting loading saving in running hours.

4. In CM 4 intermediate diaphragm shifted toward inlet side resulting in main drive power consumption reduction achieved.

5. Installed variable speed drive in Cement mill no 4 bag house vent fan.

6. Installed energy saving insulating bricks in kiln2. 7. Existing water spray system in down comer duct

in kiln 2 replaced with single fluid spill back nozzle spray system and relocated to cyclone top resulting one compressor power saving.

8. In Unit 2 coal firing blower 482BL4 187 KW motor replaced with low rating 160 KW motor, saving in fixed losses of motor.

9. Replaced 70 Nos sodium vapour street lights with LED based street lights in colony.

10. Extension of wagon loading belt to third loading point in both sides. Saving in loading time achieved by 1 hr 30 min hence electrical energy saving.

CGU, Neem Ka Thana 1. Installed 50 KVAR capacitor at wagon tippler MCC

to maintain the power factor with existing LT capacitor bank at PCC circuit.

2. Installed 25KVAR capacitor at colony MCC to maintain the power factor.

3. Installed variable frequency drive in wagon tippler belt conveyor and JPF fan.

4. In packing plant screw conveyor (1 no) removed by modifying the system.

5. Optimized the running of wagon tippler dribble conveyor.

6. Optimized dedusting in clinker hopper feeding system .

Thermal Power Plant 1. Replaced existing ACC fan blade of unit III

with aerodynamic high efficiency blades (six numbers in phase I) hence reduction in. auxiliary consumption.

2. Installed pneumatic ash conveying system for Air

ANNEXURE A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2011.PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

pre heater of Boiler 1. 3. Installed sonic soot blower on CPP 2 boiler APH,

reduction in flue gas temperature by 5˚C. 4. Installed one Common cooling water pump for

CPP-2 & CPP-3. 5. Insulation of bare steam pipe line ( 50 sq.mtr) to

reduce heat losses 6. Installed one, in house arranged, Side Stream

Filtration Unit for Auxiliary cooling tower of unit 1,2&3 CPP.

7. Commissioning of Air cooled condenser for unit 1 as a replacement of water cooled condenser.

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

Cement plant 1 . Installation of grid resistance control in O- sepa

fan of CM 4. 2. Provision of energy saving devices LED lights and

energy saver starters. 3. Replacement of existing motors in coal firing

blowers of kiln 2 with low rating motors. 4. Replacement (9 Nos) of cooler fans existing motor

in both unit with energy efficient motors 5. Provision of enhancement of mining operations by

procuring high capacity machines. 6. Provision of connection of RM 2 with CF Silo 1 (

Avoid stoppage of Kiln 1 in want of raw meal) 7. Installation of automatic clinker loading and coal

unloading system 8. Installation of high capacity gear box in belt

conveyor of lime stone stacker to run lime stone crusher on high output.

Thermal Power Plant 1. Replacement of balance four set of ACC fan blade

of unit II with aerodynamic high efficiency blades (phase II).

2. Installation of over bed firing system at Unit 1 BFBC Boiler

3. Installed sonic soot blower on CPP 3 boiler APH, reduction in flue gas temperature by 5 degree.

4. Installation of semi automatic fin cleaning system for unit III ACC fin cleaning. This will result in better vacuum during summer usage.

Measures to improve efficiency- 1. Installed plate type heat exchanger in Cement mill

1 slide shoe bearing for more cooling of lubration oil.

2. Installed isolation joint between bucket elevator discharge and vibrating screen in packing plant.

3. Installed segmented pulley lagging in packer no 4. 4. Replacement of chain hoist to wire rope hoist at

burner platform of both kilns to improve reliability

8



of hoisting system. 5. Development of substitutes for imported and

original equipment spares to reduce spares cost and dependability on OEMs.

6. Mining operations productivity enhanced by adding high capacity moving machine.

7. Hydraulic rock breaker machine (L &T excavator) modified in hydraulic system, Auto electrical circuit and regulated engine RPM thereby saving in diesel consumption.

8. New and efficient sealant product applied to arrest false air across preheater cyclones.

9. Packers availability enhanced by interconnectivity with silos.

Thermal Power Plant 1. Designed and Installed Water cooled Bed ash

cooler for CPP-3. Improved boiler efficiency. 2. Installed dust suppression system for CPP 1 coal

feeding hopper. 3. Installed dense fog type dust suppression system

for Coal Tippler. 4. Installed semi automatic fin cleaning system

for unit II ACC fin cleaning. This has resulted in better vacuum leading to higher generation during summer.

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 & fuel consumption.

Thermal Power Plant : Due to various energy conservations measures, there was saving in the

internal consumption and boiler heat rate. d) Total energy consumption and Energy consumption

per unit of Production: Please refer Form A attached[B] TECHNOLOGY ABSORPTION a. TECHNOLOGY ABSORPTION – ADAPTATION AND

INNOVATION Not Applicable b. TECHNOLOGY ABSORPTION – RESEARCH &

DEVELOPMENT Not Applicable(C) FOREIGN EXCHANGE EARNING AND OUTGO 1. Activities relating to exports , initiatives taken to

increase exports, development of new export market for products and services and export plan.

During the year , the Company has not exported clinker and cement since the prices in the domestic markets were more remunerative than the price in the export markets. The Company will explore avenues to export its products in the future as and when the exports become remunerative.

Rs./Lacs 2. FOREIGN EXCHANGE USED AND EARNED Foreign Exchange Earnings NIL Foreign Exchange Outgo* Loan Repayment 630.16 Coal 23,958.75 Stores & Spares 1,097.99 Interest 56.80 Other Expenses 42.96 Capital Expenses 1,840.72 *Excluding Investments in /Loan to overseas

subsidiaries.

Statement of Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, for the Financial Year 2010-11

Name Age (Yrs)

Designation / Nature of Duties

Remuneration Received

(Rs. Lacs)

Qualifications Experience (Years)

Date of commencement of Employment

Previous Employment

Mr. P. Acharya 58 Sr. Executive Director & Wholetime Director

65.83 B.E.(Mech.) & MBA 32 17.11.2008 Executive Director Dalmia Cement (Bharat) Ltd.

Mr. R.S. Joshi 56 President (Corporate Affairs)

66.20 M.A. (Economics) 34 10.10.2005 Vice President (Commercial) Grasim Industries Ltd.

Note :

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

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

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

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

ANNEXURE B

9


FORM A

Form as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and forming part of the Director’s Report for the year ended 31st March, 2011.CONSERVATION OF ENERGYTotal Energy Consumption and Energy Consumption per Unit of Production.

For the For theyear ended year ended31/03/2011 31/03/2010

A Power & Fuel Consumption1 Electricity

a PurchasedUnit (KWh) 112356169 139032090Total Cost (Rs. Lacs) 5217.11 6352.41Cost/Unit Rs. 4.64 4.57

b Own GenerationUnit (KWh) 305668870 244906539Cost of HSD / LDO Consumed (Rs. Lacs) 72.64 67.13Cost of Coal Consumed (Rs. Lacs) 7296.40 5928.71Cost of Lignite Consumed (Rs. Lacs) - 59.91Cost of Pet Coke Consumed (Rs. Lacs) 3819.87 1498.75Cost of Fuel Consumed (Coal, Lignite,HSD/LDO) (Rs. Lacs) 11188.91 7554.50Cost/Unit Rs. 3.66 3.08

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

(Used in Kiln for Clinker Production)Quantity (M.T.) 467687 537397Total Cost (Rs. Lacs) 29807.53 26558.06Cost/Unit Rs. 6373.39 4941.98

b Pet Coke (Used in Kiln for Clinker Production)Quantity (M.T.) 37071 3081Total Cost (Rs. Lacs) 2823.06 184.83Cost/Unit Rs. 7615.32 5999.23

c Alternative Fuel - (Used in Kiln for Clinker Production)Quantity (M.T.) 29528 12732Total Cost (Rs. Lacs) 809.45 305.08Cost/Unit Rs. 2741.33 2396.29

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

e Coal-Imported (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) 95032 129333Total Cost (Rs. Lacs) 5886.23 5928.71Cost/Unit Rs. 6193.95 4584.07

f Coal-Indegenous (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) 36,602.00 - Total Cost (Rs. Lacs) 1,410.17 - Cost/Unit Rs. 3,852.71 -

3 a HSD / LDO - (Used in Kiln for Clinker Production)Quantity (Litre) 426827 491658Total Cost (Rs. Lacs) 154.28 155.09Average Rate Rs. 36.15 31.54

b HSD / LDO - (Used in Captive Power Plant)Quantity (Litre) 200039 212077Total Cost (Rs. Lacs) 72.64 67.13Average Rate Rs. 36.31 31.65

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)

2010-11 2009-10 2010-11 2009-10 2010-11 2009-1076.72 74.36 0.12 0.13 0.10 0.11

10



INDUSTRY OVERVIEW

Cement production in India has grown at a brisk pace during

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

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

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

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

infrastructure development and exports recovery continuing to

remain key growth drivers. However, huge capacity addition

in pipeline, increased cost of raw materials, fuel, logistics and

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

line in the short to medium term.

COMPANY’S PERFORMANCE

1. FINANCIAL PERFORMANCE

The financial performance for the year ended 31st March,

2011 is summarized below:

(Rs. in Lacs)

MANAGEMENT DISCUSSION AND ANALYSIS

2. REVIEW OF OPERATIONS

Your Company’s operations continues to maintain its

growth path. During the year under review, the company’s

production and sales figures have surpassed all the previous

highs. The production of the cement has increased by

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

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

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

previous year sales. The company sold 54.38 lacs MT of

cement compared to 52.95 lacs MT in the previous year.

Captive power generation during the year under review was

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

2009-10.

In line with the Industry trend, the Company registered

a much lower profitability during the year compared to

previous year due to lower cement price, increased fuel ,

raw material, logistics costs and increase in Excise Duty

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

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

compared to Rs. 40,800 lacs in the previous year. However,

from January, 2011. onwards there has been sign of

improvement in the cement prices resulting in improved

bottom-line.

Particulars 2010-11 2009-10 % Change

Sales & Other Income 174,335 187,216 -7

EBIDTA 28,521 59,178 -52

Cash Profit 18,177 51,327 -65

Profit before Tax 8,227 40,800 -80

Profit after Tax 9,051 28,192 -68

28521

34698

23265

10135

1351510178979610733

30639

59178

5000

15000

25000

35000

45000

55000

65000

01-0

202

-03

03-0

404

-05

05-0

606

-07

07-0

808

-09

09-1

010

-11

YEAR

Rs.

in Lacs

EBIDTA (Rs./Lacs)

8227

40800

15456

613103 448 700

5807

24484

15657

0

5000

10000

15000

20000

25000

30000

35000

40000

45000

01-0

202

-03

03-0

404

-05

05-0

606

-07

07-0

808

-09

09-1

010

-11

YEA R

Rs.

in Lacs

PROFIT BEFORE TAX (Rs./Lacs)

11


FUTURE OUTLOOK

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

Housing and Infrastructure sector is continuing to be the key driver for cement demand in the coming years as well.

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. After implementation of “SAP” software in previous years at its works and in marketing functions, the Company has successfully implemented plant maintenance and Human Capital Management (HCM) and payroll system to further enhance the Internal controls. Also SOP document will be implemented shortly to document the standard practices. During the year, the Company has framed Risk Management policy and created a detailed Risk Register to identify key risks and safeguard measures to reduce consequent impact. The Company has adequate internal control system which are evaluated periodically by the internal auditors.

Your 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 Board of Directors reviews the adequacy and effectiveness of internal Control System and suggests improvement for strengthening them from time to time.

OPPORTUNITIES/THREATS/RISKS/CONCERNS

Opportunities

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

The Company, with its Brand image, large dealer network and one of the major supplier of Cement in Rajasthan and Gujarat

Cement Production19

.21

17.6

4

17.2

5

15.9

7

14.4

9

12.4

3

12.6

4 25.3

8

30.5

7

33.5

0

6.43 8.64 11.8

5 16.9

4

17.5

4

22.2

4

21.0

8

4.77

3.49

0

10

20

30

40

50

01-0

202

-03

03-0

404

-05

05-0

606

-07

07-0

808

-09

09-1

010

-11

YEA R

Qty. in Lacs

MT

OP C P P C

Power Generated V/s Purchased

1295 1411

1505

1445

1258

1512

1876

2449

3057

1661

1021

750

1314

575

502

270 91

0

253

313

332

0

500

1000

1500

2000

2500

3000

3500

01-0

202

-03

03-0

404

-05

05-0

606

-07

07-0

808

-09

09-1

010

-11

YEAR

Generat edP urc has ed

19

.24

21

.13

21

.91

22

.38

23

.43

24

.06

29

.61

42

.43

52

.95

54

.38

10

0

20

30

40

50

60

LACS

MT

01-0

202-0

303-0

404-0

505-0

606-0

707-0

808-0

909-1

010-1

1

Cement Sales

Year

12



will witness continuous growth. The requisite boost to the industry will be given by increased Government Private Sector spending on infrastructure to achieve double digit GDP growth and Government’s thrust in the low cost housing.

Threats, Risks and Concerns

Despite a strong demand growth forecast of 10-11% in the next 3-4 years, relatively higher capacity addition in the near future and increased cost of inputs, fuel, and logistics, upward revision in interest rates, may put pressure on the bottom-line in the short to medium term.

RECOGNITION AND AWARDS

During the year 2010-11, your Company has been conferred with the following awards / recognitions :

National Award for Prevention of Pollution 2008-09 by the Ministry of Environment & Forests, in recognition for Company’s commendable efforts towards conservation of energy and water, reduction in waste generation and protection of the environment through use of innovative practices.

National Award for Excellence in Water Management by the Confederation of Indian Industries (CII) in recognition of company’s outstanding contribution towards consistent reduction in water conservation, groundwater replenishment and implementing innovative water saving schemes during the year 2009-10.

Safety Innovation Award – 2010 by the Institute of Engineers in recognition for Company’s efforts towards inculcating behaviour based safety culture, reducing the risk of injuries and ill health to its employees as well as surrounding communities and overall improvement in OHS.

Greentech Environment Excellence Gold Award which is third in a row, for Company’s notable contribution towards prevention and control of pollution and overall improvement in the quality of environment.

Certificate of Excellence, Best Employer 2009 given by Employees Association of Rajasthan, Jaipur for company’s commendable efforts towards improving employee-employer relations.

FE-EVI Green Business Leadership Award – 2010 for being the best performer in terms of environmental management in Cement Industry.

Most Useful presentation Award (National Award for Excellence in Water Management) The award was given for making an outstanding presentation, showcasing the best water conservation practices, methods and technologies.

SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT

The Company continues to focus on upliftment of the surrounding community through various programmes like provision of food

and shelter, closed toilets, use of smokeless stoves, to motivate the villagers towards plantation with a view to divert them from de-forestation, Provision of training to adivasis on stitching of traditional dresses which can be sold to consumers through cooperative societies and cattle and poultry development. The above programmes are being carried in partnership with M/s RBKS, an NGO. The programme will not only improve life style of target villagers but also cater to their financial needs.

The Binani Ladies Club regularly contributes towards community development and charity through distribution of school uniforms, books, clothes and blankets to needy tribal people.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The leadership position attained by the Company over the years is due to the dedication and commitment of its employees. Your Company firmly believes that its employees play a vital role in success of the organization. During the year, major emphasis was laid on talent acquisition and enhanced competency of the employees in order to meet challenges of global competition.

Your Company has nurtured a strong learning & performance oriented driven environment by providing training and practical exposure to employees. This reflects in the fact that on an average 3.80 man days per person have been spent on training during the year.

Employee/Industrial Relations have been cordial during the year. Your Company enjoys a very healthy relationship with workmen and union which is authenticated by zero man day’s loss due to IR problem for two consecutive years.

Total employee involvement culture has been promoted across the organization by introducing best employee of the month award which encourages grass root level employees to come up with innovative ideas for enhancing the bottom–line. Besides this nearly three number of QC are running very effectively. The Company has won various State and National level awards.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the 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.

13


ANNEXURE - C TO DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2011

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

Corporate Governance Philosophy

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

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

Board of Directors

The Board of Directors consists of a Non-Executive Promoter Director as Chairman, 1 Executive Director as Wholetime Director, 4 Independent Directors and 2 Non Executive Non Independent Directors.

The Board of Directors functions both as a full Board and through Committees. The Board of Directors and the Committees meet at regular intervals. There are 6 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders’/Investors Grievance Committee, Remuneration Committee, Finance Committee, Buy Back Committee and Investment Committee.

The Composition and category of Directors as on 31st March, 2011 are as follows:

Category Name of Director

Non Executive Promoter Chairman Mr. Braj Binani , Chairman

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

Independent Directors Mr. S. PadmakumarDr. V. C. ShahMr. V. SubramanianMr. Ramkrishna Moogimane

Non Independent Non Executive Director Mr. M. K. ChattopadhyayaMs. Nidhi Singhania

During the year ended 31st March 2011, 9 ( Nine) Board Meetings were held on the following dates viz. 23rd April, 2010, 27th July, 2010, 6th October, 2010, 22nd October, 2010, 14th December, 2010, 15th January, 2011, 28th January, 2011 and 28th March, 2011. None of the Directors on the Board are members of more than 10 Committees and Chairman of more than 5 Committees which are mandatory in nature in public companies in which they are Directors.

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

SI No.

Name of the Director Category of Directorship

No. of Board meeting attended

(From 1.4.10 to 31.3.11)

Attendance 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 Executive6 Yes 4 - -

2 Mr. S. Padmakumar Independent Non Executive Director

6 Yes 5 3 3

3 Dr. V. C. Shah Independent Non Executive Director

9 Yes 4 1 2

14



SI No.

Name of the Director Category of Directorship

No. of Board meeting attended

(From 1.4.10 to 31.3.11)

Attendance at last AGM

No. of other Director-

ships

No. of Membership / Chairmanship * in other

Board Committee(s). Chairman ( C ) Member (M)

4 Mr. V. Subramanian Independent

Non Executive Director6 Yes 8 1 5

5 Ms. Nidhi Singhania Non IndependentNon Executive Director

2 No 2 - -

6 Mr. Ramkrishna Moogimane IndependentNon Executive Director

4 Yes 2 1 1

7 Mr. M.K. Chattopadhyaya Non Independent Non Executive Director

8 Yes 5 - 1

8 Mr. P. Acharya Non Independent Executive Director

6 Yes 1 - -

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

Mr. R. Venkiteswaran who is an employee of the Holding Company, has been nominated as the CFO – Group Control Accounts of the Company.

Material Transactions of Directors

The Company does not have any pecuniary relationship or transaction with any of the non executive Directors except to the extent of commission and sitting fee being paid to them. Mr. S. Padmakumar is a Director in Binani Industries Limited (Holding Company), Binani Zinc Limited, Goa Glass Fibre Limited and Wada Industrial Estate Limited (Fellow Subsidiaries). Dr. V. C. Shah is Director of Binani Industries Limited while Mr. V. Subramanian is Director in Binani Zinc Limited, Goa Glass Fibre Limited, Wada Industrial Estate Limited and BT Composites Limited which are fellow subsidiaries.

Audit Committee

Audit Committee of the Board of Directors was constituted in the year 2000 and has been reconstituted from time to time. The Company has complied with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to the composition and terms of reference of the Audit Committee. The Committee comprised of three independent non Executive Directors one of whom is the Chairman and one non independent non Executive Director.

Audit Committee is responsible for the financial reporting and ensuring compliances with accounting standards and reviewing financial policies of the Company and to recommend the appointment of Statutory Auditors, Internal Auditors, Tax Auditors and Cost Auditors and fix their fees.

The Committee examines in detail the reports of the Internal Auditors of the Company as well as those of the subsidiaries. The Committee reviews the risk management reports on quarterly basis The Committee also reviews all the unaudited quarterly Financial Results and the Audited Results including that of Subsidiaries before submission to the Board.

The Chairman of the Audit Committee, Mr. S. Padmakumar was present at the last Annual General Meeting (AGM) of the Company held on 25th June, 2010 . The Audit Committee met 4(four) times during the year under review on 22nd April, 2010, 26th July, 2010, 21st October, 2010 and 27th January, 2011.

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

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

Mr. S. Padmakumar – Chairman 4 Yes

Dr. V.C. Shah 4 Yes

Mr. V. Subramanian 4 Yes

Mr. M. K. Chattopadhyaya 4 Yes

15


Mr. P. Acharya, Wholetime Director designated as Sr. Executive Director and Mr. M. K. Chattopadhyaya, the erstwhile Chief Financial Officer ( Now Executive Director & Group CFO ) and Mr. R. Venkiteswaran –CFO Group Control Accounts attend all the meetings of the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are invited to attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee.

Shareholders/Investors Relations Committee

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

During the year 2010-11 , 134 complaints were received from investors mainly pertaining to the non receipt of dividend, buy back of shares and delisting of shares. All the investor’s complaints have been resolved to the satisfaction of the complainants. As on 31.3.2011 there were no complaints pending to be resolved.

The Committee met 3 ( Three ) times during the year on 29th November, 2010, 14th December, 2010 and 21st March, 2011 to consider requests for rematerialisation of shares. The attendance in the said Committee is as under :-

Name of the Director No. of Meetings Attended

Dr. V.C. Shah -- Chairman 3

Mr. S. Padmakumar Nil

Mr. V. Subramanian Nil

Mr. 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.

There were no committee meetings during the year as the remuneration committee had already approved the payment of remuneration to Mr. P. Acharya in the earlier year for a period of 5 years.

The composition of Remuneration Committee is given below:

SI. No. Name of the Member

1. Mr. S. Padmakumar –Chairman

2. Mr. V. Subramanian

3. Dr. V. C. Shah

4. Mr. M. K. Chattopadhyaya

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

(i) Executive Directors (Rs in Lacs)

Name & Position Salary Commission Perquisites Provident Fund

Retirement Benefits

Total

P. Acharya, Wholetime Director 49.50 - 10.39 5.94 - 65.83

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

16



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

(ii) Non-Executive Directors

Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays Rs. 5,000 by way of Sitting Fees for Board Meeting and Rs. 2,500 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission to the Non Executive Independent Directors at the Extraordinary General Meeting held on 15th February, 2008 and accordingly commission aggregating to Rs. 18.00 Lakhs was paid to the Non Executive Independent Directors for the year under review.

There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2010-11 other than the above.

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

Finance Committee

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

The Committee met 8 ( Eight ) times during the year 2010-11 to consider matters relating to availing of Corporate Loans, grant of Corporate Guarantee on behalf of subsidiaries for the loans and other credit facilities availed by the Subsidiaries.

Buy Back Committee

The Board of Directors had constituted a Buy Back Committee to oversee the process for the buy back of equity shares of the Company in terms of the shareholders approval by Special Resolution through Postal ballot on 14th June, 2010.

The buy back committee comprised of Mr. Braj Binani, Dr. V.C. Shah, Mr. V. Subramanian, Mr. M.K. Chattopadhyaya and Mr. P. Acharya. The Committee met 5 times during the year to consider matters relating to buy back of shares. The Company successfully completed the buyback of 1,45,00,000 Equity Shares of the Company at a buy back price of Rs. 90 /- per share and extinguished the shares which were bought back. Since the company had received valid applications for 1,96,32,290 shares, the shares were bought back through proportionate allotment.

Voluntary Delisting of Equity Shares of the Company.

The shareholders of the Company have approved the delisting offer to the shareholders made by the Promoter/Acquirer, M/s Binani Industries Limited through resolution passed by Postal Ballot on 26th November, 2010.

The delisting offer was successful and the Promoter /Acquirer (Holding Company) received 268 valid bids from Shareholders for 4,73,58,222 shares. The holding company has acquired the shares at the price of Rs. 90/- which was determined through the reverse book building process and paid the consideration to the shareholders of the Company by 23rd February, 2011. Consequent upon the success of the offer, the shareholding of the holding Company in the Company has increased to 95.01% of the total paid up and issued share capital of the Company. Further, the Company has made final application to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited for approving the delisting of shares of the Company from the exchanges. The approval is awaited.

Disclosures

a) There are no significant Related Party transactions during the year of material nature with the promoters, directors or the management or their subsidiaries or relatives, etc, potentially conflicting with 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 – Group Control Accounts & Wholetime Director (Sr. Executive Director) certified to the Board on their review of financial statements and cash flow statements for the financial year ended 31st March, 2011 in the form prescribed by Clause 49 of the Listing Agreement which is given below.

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

The Company has not raised any funds through Public Issue or Rights Issue during the year. The Company has however bought back 1,45,00,000 Equity Shares of Rs. 10 /- at a buy back price of Rs. 90/- per share from the public.

17


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 appointment of new/re-appointment of directors :

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

f) BCL Code of Conduct for prevention of Insider Trading

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

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

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

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

i) Shareholding of Non Executive Directors :

The Shareholding of Non Executive Directors as on 31.3.2011 are as under :

Sr. No

Names of the Directors No. of Shares held

1. Mr Braj Binani Nil

2. Ms Nidhi Singhania Nil

3. Mr S. Padmakumar Nil

4. Dr V.C.Shah 12,240

5. Mr V. Subramanian Nil

6. Mr Ramkrishna Moogimane Nil

7. Mr. M. K. Chattopadhyaya Nil

Subsidiary Companies

The Company now has six overseas and two subsidiaries in India namely Mukundan Holdings Limited, Krishna Holdings Pte Limited, Murari Holdings Limited, Shandong Binani Rongan Cement Co. Limited , Binani Cement LLC, Dubai and Bhumi Resources (Singapore)

18



Pte Limited and Swiss Merchandise Infrastructure Limited and Merit Plaza Limited which are non material non listed subsidiaries. The Audit Committee has now reviewed the Financial Statements of all the Subsidiaries. The Minutes of the subsidiary companies are also being placed before the Board of Directors of the Company on a regular basis.

Chairman / CFO Certificate

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

(a) they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2011 and that to the best of their knowledge and belief:

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

(ii) these statements together present a true and fair view of the 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 2010 -2011 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

2008 12th AGM Kala Mandir 48,Shakespeare Sarani,Kolkata -700017.

23rd June, 2008 11.40 a.m No.

2009 13th AGM Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020

26th June, 2009 11.30 a.m No.

2010 14th AGM Rotary Sadan, 94/2, Chowringhee Road, Kolkata -700 020

25th June, 2010 11.30 a.m Special Resolution for change in the Articles of Association by amending Article 126 pertaining of affixation of common seal.

19


Postal Ballot

During the year under review, Special Resolution under Section 77A, 77AA, and 77B of the Companies Act 1956 read with SEBI ( Buy Back of Securities) Regulations 1998 for the buyback of 1,45,00,000 Equity Shares of Rs. 10/- each at a buyback price of Rs. 90/- per share alongwith Special Resolution for the alteration of Articles of Association of the Company by insertion of Article 3A was inserted pursuant to postal ballot passed by shareholders on 14th June, 2010. The Special Resolutions were passed with requisite majority.

Further a Special Resolution for the Voluntary Delisting of Equity Shares of the Company from Bombay Stock Exchange Limited and National Stock Exchange of India Limited as per the regulations contained in the SEBI ( Delisting of Equity Shares ) Regulations, 2009 was passed with requisite majority through votes cast by the public shareholders pursuant to postal ballot passed by shareholders on 26th November, 2010.

Means of Communication

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

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

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

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

General Information for Shareholders

(i) Date, Time and Venue of the Annual General Meeting : 27th June 2011 at 3.45 p.m or on completion of the AGM of Binani Zinc Limited

(ii) Financial Year –

Financial Results

Results for Quarter ending June, 30 2011

Results for Quarter ending Sept, 30, 2011

Results for Quarter ending Dec, 31st 2011

Results for Quarter ending March 31, 2012

:

:

:

:

:

:

1st April to 31st March

Will be published on or before

31st July, 2011

31st October, 2011

31st January, 2012

30th April, 2012

(iii) Date of Book closure : 20th June, 2011 to 27th June, 2011

(iv) Dividend Payment Date : 30th June 2011.

Listing on Stock Exchanges

a) 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 2011-12 to both the Stock Exchanges where the Company’s equity shares are listed.

20



Market Price Data ( BSE & NSE )

Months Price Data (BSE ) Price Data (NSE ) SENSEX

High Low High Low High Low

April 10 88.70 74.50 88.80 72.95 18047.86 17276.80

May 10 83.15 75.00 87.70 75.50 17536.86 15960.15

June 10 92.40 78.55 92.00 78.00 17919.62 16318.39

July 10 84.50 79.10 84.45 79.10 18237.56 17395.58

August 10 88.00 76.50 87.00 76.55 18475.27 17819.99

September 10 87.40 77.30 96.60 77.20 20267.98 18027.12

October 10 108.80 80.90 109.00 80.80 20854.55 19758.95

November 10 92.00 81.05 91.95 81.05 21108.64 18954.82

December 10 90.00 81.55 90.50 82.05 20552.03 19074.57

January 11 92.50 86.00 92.30 85.20 20664.80 18038.48

February 11 92.70 84.30 92.90 84.00 18690.97 17295.62

March 11 90.40 86.75 90.40 86.00 19575.16 17792.17

Stock Price Performance in comparison to BSE Sensex

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 078Phone: 022 -25946970Fax: 022- 25946969Email: [email protected]

Share Price Performance at BSE in Compairsion to BSE Sensex

0.00

20.00

40.00

60.00

80.00

100.00

120.00

Apr-10

May-10

Jun-10

Jul-10

Aug-10

Sep-10

Oct-10

Nov-10

Dec-10

Jan-11

Feb-11

Mar-11

Months

Share Price on

BSE

Rs.

0

5000

10000

15000

20000

25000

BSE

Sens

ex

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

SENSEX High SENSEX Low

21


Share Transfer System

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

Distribution of Shareholding as on 31st March, 2011

No. of Shares held No. of Shareholders % of Shareholders No. of Shares held % of Shareholding

Up to 500 17240 90.96 2174157 1.15

501 to 1000 1085 5.72 775955 0.41

1001 to 2000 393 2.07 516565 0.27

2001 to 3000 78 0.41 204994 0.11

3001 to 4000 30 0.16 107681 0.06

4001 to 5000 37 0.20 178607 0.10

5001 to 10000 57 0.30 432637 0.23

10001 and above 34 0.18 184210678 97.67

TOTAL 18954 100.00 188601274 100.00

Pattern of Shareholding as on 31st March, 2011

(I) (a) Statement showing Shareholding Pattern

Name of the Company: BINANI CEMENT LIMITED

Scrip Code: BSE : 532849

Scrip Code: NSE : BINANICEM

Class of Security : EQUITY

As on: 31st March 2011

Cate-gory code

Category of shareholder Number of share-holders

Total number of Shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total

number of Shares

Shares Pledged or Otherwise encumbered

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)

As a percentage

of (A+B)

As a percentage of (A+B+C)

No. of Shares

As a percentage

(A) Shareholding of Promoter and Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family

6 100 0 0 0 0 0

(b) Central Government/ State Government(s)

0 0 0 0 0 0 0

(c) Bodies Corporate 2 179184078 179184078 95.01 95.01 80140000 44.72

(d) Financial Institutions/ Banks 0 0 0 0 0 0 0

(e) Any Other (specify) 0 0 0 0 0 0 0

Sub-Total (A)(1) 8 179184178 179184078 95.01 95.01 80140000 44.72

22



Cate-gory code

Category of shareholder Number of share-holders

Total number of Shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total

number of Shares

Shares Pledged or Otherwise encumbered

(2) Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals)

0 0 0 0 0 0 0

(b) Bodies Corporate 0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0

(d) Any Other (specify) 0 0 0 0 0 0 0

Sub-Total (A)(2) 0 0 0 0 0 0 0

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

8 179184178 179184078 95.01 95.01 80140000 44.72

(B) Public Shareholding NA NA

(1) Institutions NA NA

(a) Mutual Funds/ UTI 1 193925 193925 0.10 0.10

(b) Financial Institutions/ Banks 3 3549786 3549786 1.88 1.88

(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 4 762132 762132 0.40 0.40

(g) Foreign Venture Capital Inves-tors

0 0 0 0 0

(h) Any Other 0 0 0 0 0

Sub-Total (B)(1) 8 4505843 4505843 2.38 2.38

(2) Non-institutions NA NA

(a) Bodies Corporate 306 501782 501782 0.27 0.27

(b) Individuals -1. Individual shareholders holding nominal share capital up to Rs. 1 lakh.

18304 3968997 3967589 2.10 2.10

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

16 295061 295061 0.16 0.16

(c) Any Other (specify)

1. Clearing Members 96 49053 49053 0.03 0.03

2. NRIs 215 91360 91360 0.05 0.05

3. Trusts 1 5000 5000 0 0

Sub-Total (B)(2) 18938 4911253 4909845 2.61 2.61 NA NA

Total Public Shareholding (B)= (B)(1)+(B)(2)

18946 9417096 9415688 4.99 4.99 NA NA

TOTAL (A)+(B) 18954 188601274 188599766 100 100

(C) Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0 0 NA NA

GRAND TOTAL 18954 188601274 188599766 100 100

( A ) + ( B ) + ( C)

23


Dematerialisation of Equity Shares and Liquidity

As on 31st March, 2011, 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

(1) Abhinav Holdings Limited, Cyprus (2) Ace Portfolio & Finance Pvt. Ltd., (3) Akroor Traders Pvt. Ltd., (4) Atithi Tie-up Pvt. Ltd., (5) Asian Industry & Information Services Pvt. Ltd. (6) BIL Infratech Limited (7) B T Composites Limited, (8) Binani Cement Factory ( Mauritius) Limited, Mauritius (9) Binani Cement Factory (SFZ) Limited, Sudan (10) B C Tradelink Limited, Tanzania (11) Bhumi Resources (Singapore) Pte Ltd. (12) Binani Cement (Uganda) Limited (13) Binani Cement Co. Ltd (Sudan) (14) Binani Cement Factory (Kenya) Ltd (15) Binani Cement Factory LLC. Dubai, (16) Binani Cement Limited, (17) Binani Cement SARL (Djibouti) (18) Binani Energy Private Limited, (19) Binani Industries Limited, (20) Binani Cement Company WLL ( Kuwait ) (21) Binani Infrastructure ( Mauritius) Limited (22) Binani Metals Limited (23) Binani Ready Mix Concrete Limited (24) Binani Zinc Limited, (25) BZL Minerals Pty Limited, Australia (26) CPI Binani Inc, USA (27) Dharmik Commodeal Pvt. Ltd. (28) Damini Multitrade Pvt. Ltd. (29) Dhaneshwar Solution Pvt. Ltd. (30) Ess Vee Alloys Private Limited, (31) Goa Glass Fibre Limited (32) K B Vyapar Pvt Ltd, (33) Krishna Holdings Pte. Ltd., Singapore, (34) Lexus Holdings & Finance Pvt. Ltd., (35) Lucknow Properties & Finance Private Limited, (36) Manjushree Holdings Pvt Ltd., (37) Merit Plaza Limited (38) Miracle Composites Private Limited, (39) Miracle Securities Private Limited, (40) Nirbhay Management Services Pvt. Ltd. (41) Mr. Braj Binani, (42) Mrs. Kalpana Binani, (43) Ms. Nidhi Singhania, (44) Ms. Shradha Binani, (45) Ms. Vidushi Binani (46) Mukundan Holdings Limited, BVI (47) Murari Holdings Limited, BVI, (48) PT ANGANNA Energy Resources, Indonesia (49) R.B.G. Minerals Industries Limited, (50) Sankalp Holdings Limited, Cyprus (51) Sapan Holdings & Trading Pvt. Ltd. (52) Shandong Binani Rongan Cement Co. Ltd., China, (53) Suryamukhi Vintrade Pvt. Ltd., (54) Swiss Merchandise Infrastructure Ltd (55) Sambhaw Holdings Limited (56) Triton Trading Co Pvt. Ltd., (57) Vijayshree Holdings Pvt Ltd, (58) Wada Industrial Estate Limited

Plant Location : 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 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157 Tel No. 033 25160063 Fax No. 033 25160053

Investor Complaints underClause 47(f) of the Listing Agreement Contact Person : Mr. Atul P. Falgunia Company Secretary [email protected] Plant Locations : 1. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China.

24



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

Address for Communication for BCL ,Subsidaries and Associates : Registered Office 1. Binani Cement Limited 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157 Tel No. 033 25160063 Fax No. 033 25160053

2. Krishna Holdings Pte Limited # 29-04A, Clifford Centre, 24, Raffles Place, Singapore -048621

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

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

5. Binani Cement Factory LLC Jebel Ali, Dubai, U.A.E 6. Murari Holdings Limited Akara Building, 24m De Castro Street Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

7. Bhumi Resources ( Singapore) Pte Limited # 29-04A, Clifford Centre, 24, Raffles Place, Singapore -048621 8. Swiss Merchandise Infrastructure Limited &. Merit Plaza Limited 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157

25


ANNEXURE - E

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

This is to certify that:

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

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

3. All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct, for the period ended 31st March, 2011.

For Binani Cement Limited

P. AcharyaSr. Executive Director & Wholetime Director

Place : MumbaiDated : 22nd April 2011.

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, 2011 as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges of India.

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

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

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

For Uma Lodha & Co.Practising Company Secretaries

Uma LodhaProprietorC.P. No. 2593


26



AUDITORS’ REPORT

To The Members of Binani Cement Limited

1. We have audited the attached Balance Sheet of BINANI CEMENT LIMITED (‘the Company’) as at March 31, 2011 and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the 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 purpose of our audit;

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

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

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

For Haribhakti & Co. For Kanu Doshi AssociatesChartered Accountants Chartered AccountantsFRN 103523W FRN 104746W

RAKESH RATHI JAYESH PARMARPartner PartnerMembership No.45228 Membership No.45375Place : Mumbai Place : MumbaiDate : 22nd April, 2011 Date : 22nd April, 2011

27


ANNEXURE TO AUDITORS’ REPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

28



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

Name of the statute Nature of dues Amount(Rs. in Lakhs)

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

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 Cenvat credit on welding electrodes

21.89 2000 to 2006 CESTAT, Delhi


4.92 2006 to 2008 Commissioner (Appeals), Jaipur II


2.91 2008 to 2010 Commissioner (Appeals), Jaipur II

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 CESTAT, Delhi

Central Excise Act, 1944 Excise duty on sale 1.00 2006-07 & 2007-08 CESTAT, Delhi

Central Excise Act, 1944 Cenvat credit on capital goods 34.70 2006-07 CESTAT, Delhi

Central Excise Act, 1944 Cenvat credit on service tax 43.58 2008 to 2010 Commissioner (Appeals), Jaipur II

Central Excise Act, 1944 Cenvat credit on service tax 2.60 2005-06 & 2006-07 Commissioner (Appeals), Jaipur II

Central Excise Act, 1944 Penalty imposed on service tax

7.20 2007-08 CESTAT, Delhi

Rajasthan Sales Tax Act, 1994

Sales tax on freight and credit notes

70.21 1997-98 Hon’ble High Court, Jodhpur


Sales tax matters 10.20 1996-97 Hon’ble High Court, Jodhpur


Sales tax matters 0.50 2005-06 Hon’ble High Court, Jodhpur

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

UP Trade tax / Entry tax UP tax on entry of goods 109.38 2009-10 Hon’ble Allahabad High Court

UP Trade tax / Entry tax Late deposit of UP VAT 8.64 2009-10 Additional Commissioner (Appeals), Ghaziabad

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

Entry tax 811.00 2006 to 2011 Hon’ble Rajasthan High Court

Rajasthan Finance Act, 2006

M R Cess 925.30 2008 to 2011 Hon’ble High Court, Jodhpur


Sales tax exemption 13,327.19 1998-99 Hon’ble Supreme Court

Rajasthan Value Added Tax Act, 2006

Sales tax exemption 18,734.27 2007 to 2011 Hon’ble High Court, Jodhpur

Income Tax Act, 1961 Interest under section 234B and 234C

301.11 2004-08 Commissioner of Income Tax (Appeals) / High Court

29


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

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

(xii) According to information and explanation given to us, we are of the opinion that the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

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

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans availed by the Company were, prima facie, applied by it during the year for the purpose for which the loans were raised, other than temporary deployment in deposits with banks, pending application of those loans.

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

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

(xix) The Company has created securities or charge in respect of debentures issued and outstanding at the year end.

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

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



30



BALANCE SHEET AS AT 31ST MARCH, 2011(Rs. Lakhs)

P A R T I C U L A R S SCHEDULE As at 31st March, 2011 As at 31st March, 2010

SOURCES OF FUNDSSHAREHOLDERS’ FUNDS

Share Capital 1 18,860.38 20,310.38Reserves and Surplus 2 39,041.98 47,205.37

57,902.36 67,515.75LOAN FUNDS

Secured Loans 3 102,543.59 92,295.59Unsecured Loans 4 21,013.54 6,013.54

123,557.13 98,309.13DEFERRED TAX LIABILITY (NET) 18,999.00 18,677.00

(Refer Note 19 of Schedule 15)

TRADE DEPOSITS 3,143.67 2,871.09TOTAL 203,602.16 187,372.97

APPLICATION OF FUNDSFIXED ASSETS 5

Gross Block 189,703.46 180,050.99Accumulated Depreciation and Amortisation (64,124.79) (55,282.38)Net Block 125,578.67 124,768.61Capital Work-in-Progress (Incl. capital advances) 12,220.65 10,000.86

137,799.32 134,769.47INVESTMENTS 6 54,611.62 37,457.20CURRENT ASSETS, LOANS AND ADVANCES 7

Inventories 16,184.26 16,998.15Cash and Bank Balances 23,046.71 30,943.59Other Current Assets 266.64 71.93Loans and Advances 26,945.59 24,121.47

66,443.20 72,135.14CURRENT LIABILITIES AND PROVISIONS 8

Current Liabilities (49,585.08) (43,832.71)Provisions (5,666.90) (13,156.13)

(55,251.98) (56,988.84)NET CURRENT ASSETS (7-8) 11,191.22 15,146.30

TOTAL 203,602.16 187,372.97SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

15

Braj BinaniChairman

P. AcharyaSr. Executive Director &Wholetime Director

The schedules referred to above form an integral part of the Balance Sheet.

As per our attached report of even date

For Haribhakti & Co.Chartered AccountantsFirm Registration No. 103523W

Rakesh RathiPartnerMembership No. 45228


For Kanu Doshi AssociatesChartered AccountantsFirm Registration No. 104746W

Jayesh ParmarPartnerMembership No. 45375


For and on behalf of the Board of Directors

R. VenkiteswaranChief Financial Officer- Group Control Accounts

Atul P. FalguniaCompany Secretary

31


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

P A R T I C U L A R S SCHEDULEFor the

Year ended31st March, 2011

For theYear ended

31st March, 2010 INCOMEGross Sales 9 197,893.60 206,710.86 Less : Excise Duty 25,840.35 21,605.78Net Sales 172,053.25 185,105.08Other Income 2,281.44 2,110.51(Refer Note 10 of Schedule 15)TOTAL 174,334.69 187,215.59EXPENDITURERaw Materials, Packing Materials and Goods Consumption 10 23,896.72 25,010.43 Other Manufacturing Expenses 11 62,806.79 54,560.17 Payment to and Provision for Employees 12 4,126.81 3,435.24 Administration and Selling Expenses 13 54,983.59 45,031.73 Interest and Finance Charges 14 10,343.56 7,850.58 Depreciation / Amortisation 9,950.27 9,166.20TOTAL 166,107.74 145,054.35Profit Before Taxation and Prior period items 8,226.95 42,161.24Prior period items - (1,361.21)Profit before Tax 8,226.95 40,800.03Provision for TaxLess - Current Tax - 11,298.52Add - MAT Credit Entitlement - 1,747.73Less - Deferred Tax 322.00 3,135.00Add - Excess FBT Provision of earlier years written back 0.59 -Add - Excess Tax Provision of earlier year written back 1,144.99 77.38Profit after Tax 9,050.53 28,191.62Balance brought forward from Previous Year 37,772.38 19,597.40Transfer to Capital Redemption Reserve (1,450.00) -Premium paid on Buy Back of Shares (11,600.00) -Transfer from Debenture Redemption Reserve 1,300.00 1,200.00Transfer to General Reserve (910.00) (2,900.00)Proposed Dividend (4,715.03) (7,108.54)Dividend Distribution Tax on proposed dividend (764.90) (1,208.10)Reversal of Dividend Distribution Tax on Proposed Dividend of earlier year 27.45Surplus Carried to Balance Sheet 28,710.43 37,772.38Earning Per Share (Equity Shares, par value Rs. 10/- each) (Refer Note 23 of Schedule 15) Basic and Diluted (in Rupees) 4.63 13.71SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 15

Braj BinaniChairman


The schedules referred to above form an integral part of Profit & Loss Account.











32



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

(Rs. Lakhs)

PARTICULARS As at 31st March, 2011 As at 31st March, 2010

SCHEDULE - 1SHARE CAPITAL

AUTHORISED423,899,600 (Previous Year 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-UP188,601,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/- each fully paid-up

18,860.13 20,310.13

Add : Amount paid-up on forfeited Shares 0.25 0.25

TOTAL 18,860.38 20,310.38

NOTE :Out of the above Equity Shares :1) 179,184,178 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company - Binani

Industries Limited and its nominees.2) 152,322,787 (Previous Year 152,322,787) Equity Shares of Rs 10/- each have been issued for consideration other than cash,

pursuant to Schemes of Arrangement.3) 50,778,487 (Previous Year 50,778,487) Equity Shares of Rs 10/- each have been issued on conversion of Cumulative Redeemable

Preference Shares as per agreed terms.4) 14,500,000 (Previous Year Nil) Equity Shares of Rs 10/- each have been bought back under tender offer route and later

extinguished. (Refer Note no. 27 of Schedule 15).

SCHEDULE - 2RESERVES AND SURPLUS

CAPITAL REDEMPTION RESERVEAs per last account - -Add : Transfer from Profit and Loss Account 1,450.00 -

1,450.00 -

DEBENTURE REDEMPTION RESERVEAs per last account 2,500.00 3,700.00Less : Transfer to Profit and Loss Account (1,300.00) (1,200.00)

1,200.00 2,500.00

GENERAL RESERVEAs per last account 6,933.00 4,033.00Add : Transferred from Profit and Loss Account 910.00 2,900.00

7,843.00 6,933.00

FOREIGN CURRENCY TRANSLATION RESERVEAs per last account - - -Less : Exchange Difference during the year on net Investment in non integral foreign operations

(161.45) (161.45) - -

PROFIT AND LOSS ACCOUNT 28,710.43 37,772.37

TOTAL 39,041.98 47,205.37

33



(Rs. Lakhs)


SCHEDULE - 3SECURED LOANS

(Refer Note 9 of Schedule 15)

A. DEBENTURES 2,375.00 4,875.00 (Falling due for payment within one year Rs. 1,500 Lakhs)(Previous Year Rs. 2,500 Lakhs)

B. TERM LOANSFinancial Institutions 2,166.38 2,812.49 (Falling due for payment within one year Rs. 622.64 Lakhs)(Previous Year Rs. 625 Lakhs)Banks 98,002.21 84,600.52 (Falling due for payment within one year Rs. 28,587.87 Lakhs)(Previous Year Rs. 13,434.98 Lakhs)

C. WORKING CAPITAL DEMAND LOAN / CASH CREDIT - 7.58

TOTAL 102,543.59 92,295.59

SCHEDULE - 4UNSECURED LOANS

Long TermBanks 17,200.00 2,200.00 (Falling due for payment within one year Rs. 2,200 Lakhs)(Previous Year Rs. Nil)Deferment of Value Added Tax 3,813.54 3,813.54 (Refer Note 5 of Schedule 15)

TOTAL 21,013.54 6,013.54

34


annual report 2010-2011SC

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35



(Rs. Lakhs)


SCHEDULE - 6 INVESTMENTS

Non trade - unquoted (at cost)

LONG TERM INVESTMENTS

APPLICATION MONEY FOR INVESTMENT IN CAPITAL OF SUBSIDIARIES - PENDING ALLOTMENT

Murari Holdings Ltd. 1,627.41 1,926.46

Mukundan Holdings Ltd. 675.12 5,088.90

Bhumi Resources (Singapore) Pte. Ltd. 1,355.79 -

Swiss Merchandise Infrastructure Ltd. 1,346.00 -

Merit Plaza Ltd. 5.00 -

Krishna Holdings PTE. Ltd., Singapore - 5,009.32 6,986.60 14,001.96

INVESTMENT IN SUBSIDIARY COMPANIES

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

5,128.68 39.76

48,749,925 Fully paid up Equity Shares (Previous Year 7,437,925 Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

15,798.84 2,020.43

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

2,616.41 2,616.41

41,400,000 fully paid up (Previous Year 32,500,000 fully paid-up) Shares of Murari Holdings Ltd. of US $ 1 each

20,606.63 16,453.27

12,000,000 fully paid up Shares (Previous Year 5,000,000) of Bhumi Resources (Singapore) Pte. Ltd. of USD 1 each

5,441.74 2,325.37

50,000 Fully paid up Equity Shares (Previous Year Nil) of Merit Plaza Ltd. of Rs. 10 each

5.00 -

50,000 Fully paid up Equity Shares (Previous Year Nil) of Swiss Merchandise Infrastructure Ltd. of Rs. 10 each

5.00 -

TOTAL 54,611.62 37,457.20

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

Face Value(In Rs.) Purchased Sold

Units in Mutual Funds

Birla Sun Life Cash Plus - Institutional Premium Plan - Daily Div 10 142,785,238 142,785,238

Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div 10 46,027,063 46,027,063

Birla Sun Life Ultra Short Term Fund - Institutional - DDR 10 75,624,879 75,624,879

Birla Sun Life Saving Fund - Inst. - Dly Dividend 10 4,001,811 4,001,811

36





SBI Liquid Fund-Super Institutional-Daily Dividend Reinvest 10 11,464,166 11,464,166

SBI Ultra Short Term Fund-Institutional-Daily Dividend 10 11,566,321 11,566,321

J P Morgan Liquid Super Inst. Daily Div. 10 232,663,832 232,663,832

J P Morgan Treasury Super Inst. Daily Div. 10 92,214,792 92,214,792

HDFC Liquid Fund - Premium Plan - DDR 10 6,525,977 6,525,977

HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div 10 7,991,430 7,991,430

Religare Overnight Fund-Option-DDR 10 7,507,854 7,507,854

Religare Ultra Short Term Fund-Inst-DDR 10 7,503,375 7,503,375

Kotak Floater - Short Term - Daily Dividend 10 80,169,198 80,169,198

Kotak Liquid - Inst Premium Plan - Daily Dividend 10 104,301,749 104,301,749

Kotak Floater Long Term- Daily Dividend 10 25,854,978 25,854,978

Kotak Flexi Debt Fund - IP - Daily Dividend 10 96,952,812 96,952,812

LIC MF Liquid Fund - Daily Dividend 10 213,281,292 213,281,292

LIC MF Floating Rate Fund - ST - Daily Dividend 10 175,534,733 175,534,733

LIC MF Savings Plus Fund - Dly Dividend 10 132,347,029 132,347,029

LIC MF Income Plus Fund - Daily Dividend 10 88,644,484 88,644,484

IDFC Cash Fund -SI-Plan C-Daily Dividend Reinvest 10 9,998,805 9,998,805

IDFC Fixed Maturity Plan Monthly Series 10 5,027,650 5,027,650

IDFC Money Manager Fund-TP-SI-Plan C-Daily Dividend Reinvest 10 10,004,825 10,004,825

Peerless Liquid Super Inst. Liquid Daily Dividend 10 84,057,312 84,057,312

Reliance Liquid Fund-Treasury Plan-Institutional Option -Daily Dividend 10 45,818,167 45,818,167

Reliance Money Manager Fund Institutional Option -Daily Dividend 1,000 400,319 400,319

Canara Robeco Liquid Super Inst. Daily Div. 10 8,956,849 8,956,849

Canara Robeco Treasury Advantage Super Inst. Daily Div. 10 4,839,566 4,839,566

SBNNP Money Fund Super Inst. Daily Dividend Reinvestment 10 14,859,959 14,859,959

SBNNP Ultra Short Term Fund Super Inst. Daily Dividend Reinvestment 10 4,993,301 4,993,301

SBNPP Flexible Fund - ST Inst - DDR 10 9,972,733 9,972,733

J M Financial High Liquidity Super Inst. DD 10 37,445,531 37,445,531

J M Financial High Liquidity Super Inst. DD 76 10 2,499,710 2,499,710


UTI Liquid Cash Plan Institutional-Daily Income Option Re-Investment 1,000 882,983 882,983

UTI Floating Rate Fund - STP - IP - Daily Dividend 1,000 758,619 758,619

UTI Moneymarket - IP - Daily Dividend 1,000 64,841 64,841

IDBI Liquid Fund-DDR 10 15,003,205 15,003,205

IDBI Ultra Short Term Fund-DDR 10 11,517,471 11,517,471

Baroda Pioneer Liquid - Institutional Daily dividend 10 201,891,924 201,891,924


37


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


SCHEDULE - 7CURRENT ASSETS, LOANS AND ADVANCES

CURRENT ASSETS :

INVENTORIES(as taken, valued & certified by the Management and includesGoods in Transit)

Raw Material and Packing Material 715.21 1,223.50

Stores, Spare Parts and Fuel 11,994.02 10,935.32

Loose Tools 27.14 21.24

Work - In - Process 97.70 19.66

Finished Goods 3,350.19 4,798.43

16,184.26 16,998.15

Cash and Bank BalancesCash In Hand 5.38 7.61

Remittances in transit and cheques in hand 2.58 -

Balance with Scheduled Banks :

Current Accounts 13,720.00 16,541.23

Deposit Accounts 9,318.75 14,394.75

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

23,046.71 30,943.59



Baroda Pioneer Treasury Advantage - Institutional Daily Dividend 10 74,705,661 74,705,661

Baroda Pioneer Treasury Advantage - Institutional Weekly Dividend 10 6,520,800 6,520,800

DSP Blackrock Floating Rate Fund Institutional Daily Dividend 1,000 50,023 50,023

DSP Blackrock Liquid Fund Institutional Daily Dividend 1,000 99,980 99,980

DSP Blackrock Money Manager Fund - Institutional Plan - DDR 1,000 50,036 50,036

Investments in Subsidiaries Co.

Swiss Merchandise Infrastructure Ltd. (Rs.) 10 50,000 -

Merit Plaza Ltd. (Rs.) 10 50,000 -

Bhumi Resources (Singapore) Pte Ltd (US Dollar) 1 7,000,000 -

Mukundan Holdings Ltd. (US Dollar) 1 11,000,000 -

Krishna Holdings Pte Ltd. (SGD) 1 41,312,000 -

Murari Holdings Ltd.(US Dollar) 1 8,900,000 -


38



SCHEDULE - 7 (Contd.)(Rs. Lakhs)


Other Current Assets

Interest Receivable 86.78 47.32

Insurance Claims Receivable 166.50 -

Assets held for disposal 13.36 24.61

266.64 71.93

Loans and Advances (Unsecured, considered good, unless otherwise stated)

Due from Subsidiary Companies 13,269.00 8,934.00

Due from Holding Company 5,500.00 9,032.42

Advances recoverable in cash or in kind or for value to be received 2,195.63 2,537.22

Advance Income Tax (Refer Note 29 of Schedule 15) 2,360.12 -

MAT Credit Entitlement (Refer Note 29 of Schedule 15) 1,709.37 1,709.37

Fringe Benefit Tax (net of provision of Rs. 59.27 Lakhs) 10.79 10.20

Other Deposits 1,000.68 993.30

Balance with Excise, Customs and VAT Authorities 900.00 26,945.59 904.96 24,121.47

TOTAL 66,443.20 72,135.14

SCHEDULE - 8CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Acceptances - 210.62

Sundry Creditors

For Trade 15,417.33 16,540.79

(Refer Note no. 18 of Schedule 15)

- For Expenses 8,282.07 6,519.63

Other Liabilities 22,557.31 17,179.62

Advances from Customers 3,305.20 3,361.95

Unclaimed Dividend 16.56 11.70

Interest accrued but not due 6.61 8.40

49,585.08 43,832.71

PROVISIONS

For Current Income Tax (Refer Note 29 of Schedule 15) - 4,748.58

For Proposed Dividend 4,715.03 7,108.54

For Dividend Distribution Tax 764.90 1,208.10

For Leave Encashment 186.97 90.91

5,666.90 13,156.13

TOTAL 55,251.98 56,988.84


39


SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

(Rs. Lakhs)

PARTICULARS For the year ended 31st March, 2011

For the year ended 31st March, 2010

SCHEDULE - 9SALES MT Value MT Value

Cement * 5,437,916 197,893.60 5,294,705 200,435.90

Clinker ** - - 212,956 6,274.96

TOTAL 197,893.60 206,710.86

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

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

(Rs. Lakhs)

SCHEDULE - 10RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION

Raw Materials Consumed (Including Direct Mining cost) 10,753.11 9,877.27

Royalty and Cess on Limestone 4,712.11 4,198.42

Packing Materials Consumed 7,384.77 6,531.24

(Increase)/Decrease in Work-in-Process

Opening Stock 19.66 24.48

Closing Stock 97.70 19.66

(78.04) 4.82

(Increase)/Decrease in Finished Stocks

Opening Stock 4,798.43 9,681.02

Closing Stock 3,350.19 4,798.43

1,448.24 4,882.59

Excise Duty - on Cement / Clinker stock and samples etc. (323.47) (483.91)

TOTAL 23,896.72 25,010.43

Break-up of Opening and Closing Stock of Finished Goods

Opening Stock Closing Stock

MT Value MT Value

Cement 66,216.36 1,461.48 75,563.32 1,869.09

(87,369.80) (2,134.79) (66,216.36) (1,461.48)

Clinker 189,730.58 3,336.95 68,618.50 1,481.10

(399,470.87) (7,546.23) (189,730.58) (3,336.95)

Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 10,787.50 MT (Previous Year 6,547.40 MT)

Closing Stock of Clinker is net of Shortages, Damages & Handling Loss - Nil (Previous Year 993.07 MT)

(Figures in brackets pertain to Previous Year)

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SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

(Rs. Lakhs)



SCHEDULE - 11OTHER MANUFACTURING EXPENSES

Power and Fuel 51,295.85 42,985.28 Freight and Loading Expenses on Clinker Transfer 3,497.34 4,088.23 Consumption of Stores and Spares (Including Oil and Lubricants) 4,901.79 4,738.49 Repairs and Maintenance- Buildings 170.61 150.41 - Plant and Machinery 1,052.42 892.28 - Others 49.41 39.61 Other Operating Expenses 1,839.37 1,665.87 TOTAL 62,806.79 54,560.17

SCHEDULE - 12PAYMENTS TO AND PROVISION FOR EMPLOYEES

Salaries and Wages 3,586.19 2,876.47 Contribution to Provident and other Funds 316.40 381.35 Workmen and Staff Welfare Expenses 224.22 177.42 TOTAL 4,126.81 3,435.24

SCHEDULE - 13ADMINISTRATION & SELLING EXPENSES

(Refer Note 16 of Schedule 15) Rent 382.45 298.89 Insurance 468.25 242.53 Rates and Taxes 594.63 732.52 Exchange Fluctuation (net) 123.10 - Advertisement and Sales Promotion 4,233.06 2,864.25 Directors Fee 2.43 2.33 Outward Freight & Forwarding Expenses 41,022.54 34,331.44 Management Services Fee 2,632.47 1,725.00 Commission to Selling Agents 2,735.70 2,274.41 Loss on Sale/Discard of Fixed Assets (net) 311.79 619.28 Miscellaneous Expenses 2,477.17 1,941.08 TOTAL 54,983.59 45,031.73

SCHEDULE - 14INTEREST AND FINANCE CHARGES

(Refer Note 16 of Schedule 15)Interest- Debentures 428.53 740.05 - Term Loans 9,207.47 6,201.99 - Others 332.03 386.03

Finance Charges 375.53 522.51 TOTAL 10,343.56 7,850.58

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SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

SCHEDULE - 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1 SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

USE OF ESTIMATES

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

REVENUE RECOGNITION

a) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincides with dispatch of products to customers and Export sales are accounted for on the basis of dates of Bill of Lading. Sales are net of Rebate & Discount.

b) In case of sale of Carbon Credits, (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer.

c) Export benefits are accounted for on the basis of application filed with the appropriate authority.

d) Dividend income on investments is accounted for when the right to receive the payment is established. Interest income is recognised on accrual basis.

ACCOUNTING OF CLAIMS

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

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

FIXED ASSETS

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

INTANGIBLE ASSETS

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

DEPRECIATION AND AMORTISATION

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

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

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

Leasehold Land is amortized over the period of Lease.

Assets having individual value below Rs. 5,000 is depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year.

Expenditure on major computer software is amortised over the period of five years.

IMPAIRMENT OF ASSETS

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

VALUATION OF INVENTORIES

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

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

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

CONTINGENCIES / PROVISIONS

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

INVESTMENTS

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

FOREIGN EXCHANGE TRANSACTIONS

Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the exchange differences are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment.

EXPENDITURE DURING CONSTRUCTION PERIOD

In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised.

EMPLOYEE BENEFITS

i) Defined Contribution Plan

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

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BORROWING COSTS

Borrowing costs, which are directly attributable to acquisition, construction or production of a qualifying asset, are capitalised as a part of the cost of the asset. Other borrowing costs are recognised as expenses in the period in which they are incurred.

SEGMENT REPORTING POLICIES:

Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.

OPERATING LEASE:

The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating leases. Operating lease payments are recognized as expenses in the Profit and Loss Account.

EARNING PER SHARE:

Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

INCOME TAXES

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

NOTES TO ACCOUNTS :

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

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 in various matters aggregating to Rs. 31.50 Lakhs (Previous Year Rs. 104.30 Lakhs) - (excluding applicable interest). Appeals are pending with various Appellate Authorities.

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

(iv) Demands raised by Excise Department in various matters in relation to Cenvat Credit of Service Tax Rs. 54.61 Lakhs (Previous Year Rs. 0.94 Lakhs). Appeals are pending with various Appellate Authorities. The cenvat credit amount / paid under protest of Rs. 0.29 Lakhs has been reversed.

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

Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital

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

(v) Demands raised by Sales Tax Department aggregating to Rs.70.21 Lakhs (Previous Year Rs.70.21 Lakhs) contending that the Company has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before 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 & 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 & Apr’ 07 to June’ 07 aggregating to Rs. 69.77 Lakhs (Previous Year Rs. 69.77 Lakhs) has not been provided for. The Company has paid Rs. 5.00 Lakhs under protest against these demands and accounted the same as advances since a stay order has been obtained. The case is pending before the Hon’ble Allahabad High Court.

(vii) Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of entry tax Rs. 268.01 Lakhs based upon the market value of cement stock transfer. We have filed a writ before Hon’ble Allahabad High Court. Case Heard and stay granted.

Against the demand we have deposited Rs. 158.63 Lakhs based upon stock transfer price and provided Bank Guarantee of Rs. 109.38 Lakhs towards security against balance as directed by Hon’ble High Court .

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

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

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

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

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

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

(xiv) The Company has placed a purchase order for procurement of “Steam (Non Coking) coal on M/s Visa Comtrade A.G. and the party supplied the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the Ship M/s Great Eastern Shipping Co. Ltd.has filed the suit against the Company for not providing original Bills of lading. The Company has informed them that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred / to be incurred by Binani Cement Limited till the time matter is finally resolved. The Company have incurred expenses of Rs.171.21 Lakhs up to 31.03.2011 to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the account of supplier which is to be recovered from the party.

4 Claims against the Company not acknowledged as debts : (i) Quality Claims Rs. 1.80 Lakhs (Previous Year Rs. 1.73 Lakhs) (ii) Road Tax Penalty Rs. Nil (Previous Year Rs. 4.24 Lakhs)5 The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee

(SLSC), but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of Rs. 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon’ble Rajasthan High Court, Jodhpur contesting the order of Rajasthan Tax Board, which allowed the Company to avail 75% sales tax incentive. The Hon’ble High Court has dismissed the revision petition of Sales Tax Department. The Department has filed a revision petition before Hon’ble Supreme Court. 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.

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However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to the original limit of EFCI. The Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, Rs. 3,813.54 Lakhs was deferred and shown as Unsecured Loan.(Refer Schedule 4)

During the year 2007-08, the Company has filed an application with Sales Tax Department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with 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 New Rajasthan Sales Tax Incentive Scheme, 1989 and the decision is pending for review till date, hence the Company has continued to avail the deferment benefit treated as deemed to be sanctioned. Further, the Company has made an application to the State Government / SLSC to revise the amount of EFCI from Rs. 396.72 Crores to Rs. 488.50 Crores based on applicable guidelines under the Incentive Scheme. The Company has continued to avail the deferment benefit, pending the decision of State Government / SLSC.

Accordingly the tax liability for the period 30th April, 2008 to 31st March, 2011 is Rs. 15,170.69 Lakhs against which we have deposited Rs. 399.21 Lakhs under protest as per the directions of the Hon’ble High Court.The Matter is pending for decision before Hon’ble Rajasthan High Court / State Government.

6 Particulars in respect of goods manufactured:

Particulars For the Year ended 31st March, 2011

For the Year ended 31st March, 2010

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

Actual Production 5,458,050 5,280,099

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

Clinker (MT) Actual Production 4,479,215 4,406,478

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

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

7 The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the difference between opening stock and closing stock samples etc. is shown in Schedule 10 in Profit & Loss Account.

8 The Company has not deposited a sum of Rs. 811.00 Lakhs (Previous Year Rs. 725.81 Lakhs) net of Rs. 258.88 Lakhs paid under protest (Previous Year Nil) shown as current liability in Schedule 8, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act , 1999 on notified goods purchased from outside the state from May 06. The Company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Deptt., Pali for notice issued under Section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50% of amount assessed and submit Solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of Rs. 258.88 Lakhs being 50% of assessed tax was deposited by the Company under protest.

9 LOANS - SECURED

A DEBENTURES

i) 11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20%SRNCD) - Outstanding Rs. 2,041.67 Lakhs (Previous Year Rs. 3,208.33 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram,

Admin1

Highlight

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Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company (c) Corporate Guarantee of Binani Industries Limited(BIL) and (d) paripassu second charge on the immovable assets of 1st phase of the 2X22.3 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities.

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

ii) 9.16% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 333.33 Lakhs (Previous Year 1666.67 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company) (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited(BIL).

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

B. TERM LOANS

I) Financial Institutions

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

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

II) Banks

a) IDBI Bank Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans - outstanding Rs. 21,216.47 Lakhs (Previous Year Rs. 24,287.48 Lakhs).

The above term loans include loans aggregating to Rs. 5,238.54 Lakhs (Previous Year Rs. 5,953.59 Lakhs), which were transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274 dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September, 2005.

Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge

47


by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

b) IDBI Bank Ltd. (IDBI) - Zero Coupon Loan (ZCL)- Outstanding Rs. 680.60 Lakhs (Previous Year Rs. 1,020.90 Lakhsl) Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

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

c) IDBI Bank Ltd. (IDBI) - Rupee Term Loans - Outstanding Rs. 4,500 Lakhs (Previous Year Rs. 6,000 Lakhs)

Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank ) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

48



d) IDBI - Term Loan - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company,c) Post dated cheques for repayment of Principal

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

f) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,105.13 Lakhs (Previous Year Rs. 2,772.13 Lakhs)

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

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

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of Institutions / Banks / Debenture Trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the Company, (b) pari passu charge on Trust & Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2x22.3 MW captive thermal power plant comprising of 1x22.3 MW captive thermal power plant, associated equipments and shared facilities.

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

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

i) Yes Bank Ltd - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)

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

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

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

49


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

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

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

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

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

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

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


o) Bank of Baroda - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient charge on fixed assets of the Company both Movable & Immovable

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

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company

q) IDBI Bank Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 Lakhs yet to be availed) - Outstanding Rs.Nil (Previous Year Rs. Nil)

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

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

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

C WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS

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

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

50



10 Other Income (Rs. Lakhs)

Particulars For the Year ended 31st March, 2011

For the Year ended 31st March, 2010

i) Scrap Sales 473.08 198.92 ii) Interest on Fixed Deposits (Includes tax deducted at source Rs. 41.44 Lakhs)

(Previous Year Rs. 23.46 Lakhs)471.93 192.08

iii) Dividends Received (Other Investments) 355.04 195.15

iv) Insurance Claim 755.23 333.15 v) Income from ‘inadvertent’ flow of surplus power to Rajasthan Power

Procurement Centre19.46 18.86

vi) Exchange Fluctuation (Net) - 1,055.65 vii) Miscellaneous Income 206.71 116.69

TOTAL 2,281.44 2,110.50

11 (a) Raw Material Consumption :

(Rs. Lakhs)Particulars For the year ended 31st March, 2011 For the year ended 31st March, 2010

QUANTITY (MT) VALUE QUANTITY (MT) VALUE

IndigenousLimestone * 6,828,791 6,968.77 6,689,724 6,197.15 Silica Sand (with iron ore / red ocher) 6,522 35.01 5,961 33.79 Gypsum 345,074 4,212.07 333,290 3,631.89 Fly Ash 512,649 4,249.37 544,540 4,212.86

TOTAL 15,465.22 14,075.69

* Direct Cost of mining and crushing including Royalty and Cess. (b) Spares and Components Consumed:

(Rs. Lakhs) Particulars For the year ended 31st March, 2011 For the year ended 31st March, 2010

VALUE % VALUE %Imported 1,164.99 25.15 1,281.63 28.64 Indigenous 3,466.89 74.85 3,193.43 71.36

TOTAL 4,631.88 100.00 4,475.06 100.00

12 Managerial Remuneration

(Rs Lakhs)Particulars For the year ended

31st March, 2011For the year ended

31st March, 2010 Salary 49.50 45.38 Contribution to Provident and other funds * 5.94 5.45 Perquisites ** 10.39 9.82 Commission to Directors (other than Whole-time Directors) 23.00 18.00

TOTAL 88.83 78.65

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

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

51


(Rs Lakhs)

Particulars For the year ended 31st March, 2011


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 8,226.95 42,161.24

Add : Directors Remuneration 65.83 60.64

Commission to Non Executive Directors 23.00 18.00

Loss on sale of Fixed Assets 311.79 619.28

Donation 100.05 75.00

Net Profit under Section 349 / 350 8,727.61 42,934.15

Maximum Remuneration as per Section 349 / 350 @ 5% 436.38 2,146.71

Commission to Non Executive Directors u/s 309(4) @1% 87.28 429.34

Commission actually paid to Non Executive Directors 23.00 18.00

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

(Rs Lakhs)



Capital Goods 1,121.21 1,403.97

Components and Spare parts of Machinery 1,199.89 1,724.05

14 Expenditure in Foreign Currency (on Payment basis) (Rs Lakhs)

Interest 56.80 288.71

Consultancy 7.06 72.02

Others 35.90 28.23

TOTAL 99.77 388.96

15 Remuneration to Auditors (Rs Lakhs)

Statutory Auditors

Statutory Audit Fees 15.00 15.00

Tax Audit Fees 2.50 2.50

For other matters 9.43 5.93

Reimbursement of expenses 0.92 0.57

TOTAL 27.85 24.00

52



16 Selling and Administration Expenses includes Rs. 2,632.47 Lakhs (Previous Year Rs. 1,725 Lakhs) paid to Binani Industries Ltd. (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees.

Interest and Finance charges are net of Rs. 38.60 Lakhs (Previous Year Rs. 527.52 Lakhs), being interest charged by the Company to Binani Industries Limited based on balances in the current account.

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

(Rs Lakhs)



Balance Brought forward 2,546.57 2,750.27

Power and Fuel 61.23 447.10

Other Operating Expenses - 28.84

Repairs and Maintenance - Others 1.55 1.22

Management / Consultancy Fee 307.47 88.57

Salaries and Wages 114.56 132.79

Contribution to Provident and other Funds 8.27 5.52

Workmen and Staff Welfare Expenses 0.37 0.06

Rent 3.00 3.10

Rates and Taxes - 0.04

Insurance 38.36 7.12

Other Sundry Expenses 113.67 44.32

Depreciation 0.12 -

Interest - Term Loans - 33.65

Finance Charges (294.84) 3.14

2,900.33 3,545.74

Less:

Sales / Power - 572.98

Balance in Capital Work in Progress 2,900.33 2,972.76

Less : Capitalised 79.86 426.19

Balance carried forward 2,820.47 2,546.57

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

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

53


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, 2011

As at 31st March, 2010

a) Deferred Tax Liability

Depreciation 20,932.97 20,692.65

TOTAL 20,932.97 20,692.65

b) Deferred Tax Asset

Disallowance under Income Tax Act, 1961 (1,934.32) (2,016.55)

TOTAL (1,934.32) (2,016.55)

Deferred Tax Liability 18,998.65 18,676.10

Provided upto last year 18,677.00 15,542.00

Provision for additional Deferred Tax Liability 321.65 3,134.10

Rounded off 322.00 3,135.00

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

21 a) Particulars of unhedged foreign currency exposure as at Balance Sheet date (Rs. in Lakhs)

Particulars Currency As at 31st March, 2011


Outstanding Creditors for Coal USD 3,895 5,602.31

Outstanding Creditors for Spares DKK 1.30 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 7 7,200,000 Creditors / FCL Payment

54



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

The Company has entered into transactions in ordinary course of business with related parties as per details below : (As certified by the Management) :

(Rs. Lakhs)Particulars Holding

CompanySubsidiary /

AssociatesFellow

SubsidiaryEnterprises

where Key Management

Personnel has got significant

influence

Total

Sale of Cement - Binani Readyimix Concrete Ltd. -

---

52.39-

--

52.39-

Execution of works contract by- BIL Infratech Ltd

--

--

768.54-

--

768.54 -

Service Charges for vehicle / Rent etc.- Binani Metals Ltd. -

---

--

90.01(73.55)

90.01(73.55)

Donation- G D Binani Charitable Trust

- G D Binani Charitable Foundation

----

----

----

25.00(25.00)75.00

(50.00)

25.00 (25.00)75.00

(50.00)Investments / Advance for Investments- Krishna Holdings Pte. Ltd. -

-6,791.82

(6,986.60)--

--

6,791.82(6,986.60)

Balance as on 31st March, 2011 --

18,415.25(11,623,44)

--

--

18,415.25(11,623,44)

- Mukundan Holdings Ltd. --

675.13(5,088.90)

--

--

675.13(5,088.90)


5,803.79(5,128.66)

--

--

5,803.79(5,128.66)

- Murari Holdings Ltd. --

3,854.31(1,926.46)

--

--

3,854.31(1,926.46)


22,234.04(18,379.73)

--

--

22,234.04(18,379.73)

- Bhumi Resources (Singapore) Pte. Ltd. --

4,472.16(2,325.37)

--

- 4,472.16(2,325.37)


6,797.53(2,325,37)

--

--

6,797.53(2,325,37)

- Swiss Merchandise Infrastructure Ltd. --

1,351.00-

--

--

1,351.00-


1,351.00-

--

--

1,351.00-

- Merit Plaza Ltd. --

10.00-

--

--

10.00-


10.00-

--

--

10.00-

Due from Subsidiaries*- Murari Holdings Ltd.

--

2,247.73(4,605.05)

--

--

2,247.73(4,605.05)

55


(Rs. Lakhs)Particulars Holding

CompanySubsidiary /

AssociatesFellow

SubsidiaryEnterprises

where Key Management

Personnel has got significant

influence

Total

Balance as on 31st March, 2011

Maximum Balance Outstanding Rs. 6,714.73 Lakhs (Previous year Rs. 4,605.05 Lakhs)

--

6,634.50 (4,467.00)

--

--

6,634.50(4,467.00)

- Mukundan Holdings Ltd. --

2,248.72(4,596.85)

--

--

2,248.72(4,596.85)

Balance as on 31st March, 2011

Maximum Balance Outstanding Rs. 6,715.73 Lakhs (Previous year Rs. 4,596.85 Lakhs)*There is no repayment Schedule in respect of the above loans. The above loans are interest free.

--

6,634.50 (4,467.00)

--

--

6,634.50(4,467.00)

(Receipt) / Payment (net) arising out of transactions in current account- Shandong Binani Rong’An Cement Co. Ltd., China (SBRCC) -

-(5.12)(8.70)

--

--

(5.12)(8.70)

Balance outstanding as on 31st March, 2011 --

(4.66)-

--

--

(4.66)-

Balance Outstanding as on 31st March, 2011 - Sundry Creditors - BIL Infratech Ltd - 170.51 - - 170.51Dividends Paid- Binani Industries Ltd. 4,613.91

(2,768.34)--

--

--

4,613.91(2,768.34)

Interest received- Binani Industries Ltd. 1.96

---

--

--

1.96-

(Receipt) / Payment (Net) arising out of transactions in current account- Binani Industries Ltd. (3,532.42)

(474.77)--

--

--

(3,532.42)(474.77)

Balance outstanding as on 31st March, 2011There is no repayment schedule in respect of the above loansMaximum Balance Outstanding Rs. 9,032.42 LakhsPrevious Year Rs. 9,032.42 Lakhs

5,500.00(9,032.42)

--

--

--

5,500.00(9,032.42)

(Figures in bracket pertain to previous year)

Note:

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

56



2 Guarantees given/to be given to Banks by holding company on behalf of the Company have been separately disclosed in note no. 93 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, Swiss Merchandise

Infrastructure Ltd., Merit Plaza Ltd. and Bhumi Resources ( Singapore ) Pte Limited. c) Fellow Subsidiary :Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial

Estate Limited (WIEL), Binani Readymix Concrete Ltd (RMC), BIL Infratech Ltd. d) Step down Subsidiary : Shandong Binani Rongan Cement Co. Limited and Binani Cement Factory LLC, Dubai. e) Step down Subsidiary of Binani Cement Factory LLC, Dubai. : Binani Cement Company WLL, Binani Cement Factory ( SFZ) Ltd.,

BC Tradelink Limited, Binani Cement Factory ( Kenya) Ltd., Binani Cement ( Uganda) Ltd., Binani Cement SARL ( Djibouti), Binani Cement Factory Mauritius, Binani Cement Co Ltd. ( Sudan). Step-down Subsidiary of Bhumi Resources (Singapore) Pte Ltd : PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited. Step-down Subsidiary of Bhumi Resources (Singapore) Pte Ltd : PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani Infrastructure (Mauritius) Limited. Step-down Subsidiary of BZL : R.B.G. Minerals Industries Limited, Binani Energy Private Limited (BEPL) and BZ Minerals (Australia) Pty Limited.

f) Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya. g) Transactions with Binani Metals Ltd., where Key Management Personnel have got significant influence : Mr. Braj Binani and Mr.

V. Subramanian.

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



Net Profit after tax 9,050.53 28,191.62Equity Shares outstanding as at the period end (in Nos.) 188,601,274 203,101,274 Weighted average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share

195,458,393 205,627,455

Nominal Value per Equity Share (in Rs.) 10/- 10/- Earning Per Share (Basic and Diluted) (in Rs.) 4.63 13.71

24 EMPLOYEE BENEFITS :

a) Defined Contribution Plans: During the year the company has recognised Rs. 250.79 Lakhs (Previous Year Rs 209.95 Lakhs) in the Profit and Loss Account

on account of defined contribution plans i.e. Employers Contribution to Provident Funds & ESIC. b) Defined benefit plans as per actuarial valuation on 31st March, 2011. (Rs.Lakhs)

Particulars Gratuity Funded Leave Encashment Non-Funded

I Expenses recognised in the Statement of Profit & Loss





1 Current Service Cost * 55.92 46.76 96.06 (15.45)

2 Interest Cost 26.68 22.31 - -

3 Employee Contributions - - - -

4 Expected return on plan assets (41.35) (27.97) - -

5 Net Actuarial (Gains) / Losses** 14.28 117.43 - -

6 Past Service Cost - - - -

7 Settlement Cost - - - -

8 Total Expenses 55.53 158.52 96.06 (15.45)

57


(Rs Lakhs)

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





1 Present value of Defined Benefit Obligation

500.17 444.10 186.97 90.91

2 Fair value of plan assets 524.63 516.88 - -

3 Funded Status [Surplus/(Deficit)] 24.46 72.78 - -

4 Net Asset/(Liability) 24.46 72.78 (186.97) (90.91)

Gratuity Funded Leave Encashment Non-Funded

III Change in obligation during the year For the year ended 31st March, 2011




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

444.10 278.85 90.91 106.36

2 Current Service cost * 55.92 46.76 96.06 (15.45)

3 Interest Cost 26.68 22.31




7 Actuarial (Gains) / Losses** 11.66 117.42

8 Benefits Payments (38.19) (21.24)

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

500.17 444.10 186.97 90.91

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

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

Gratuity Funded

IV Change in Assets during the Year For the year ended 31st March, 2011


1 Plan assets at the beginning of the year 516.88 288.19

2 Assets acquired on amalgamation in previous year - -

3 Settlements - -

4 Expected return on plan assets - -

5 Contributions by Employer - 221.96

6 Actual benefits paid (38.19) (21.24)

7 Actuarial (Gains) / Losses 4.59 -

8 Actual return on plan assets 41.35 27.97

9 Plan assets at the end of the year 524.63 516.88

58



V The major categories of plan assets as a percentage of total plan For the year ended 31st March, 2011


Qualifying Insurance Policy YES YES

Gratuity FundedVI Actuarial Assumptions : For the year ended

31st March, 2011For the year ended

31st March, 2010Discount Rate 8.25% 8%Rate of Return on Plan Assets 8% 8%Salary Escalation 7% 7%Attrition Rate 2% 2%

b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is Rs. 186.97 Lakhs based upon following assumptions.

Discount Rate 8.25% 8%

Salary Escalation 7% 4%

25 Operating Lease

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

b) General description of the leasing arrangement:

i) Leased Assets:Car and Godowns.

ii) Future lease rentals are determined on the basis of agreed terms.

iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in writing.

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

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

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

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

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

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

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

59


31 No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements at that date or for the period then ended, other than those reflected or fully disclosed in the books of accounts.

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

Braj BinaniChairman













60



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



A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 8,226.93 42,161.24

Adjustments for :

Depreciation/Amortisation 9,950.27 9,166.20

Interest and Finance Charges 10,343.56 7,850.58

(Profit)/ Loss on Sale/Discard of Fixed Assets 311.79 619.28

Dividend Received (355.04) (195.15)

Interest Income (471.93) (196.11)

Operating Profit before working capital changes 28,005.58 59,406.04

Adjustments for :

Inventories 813.93 4,255.76

Trade and Other Receivables 1,272.55 8,013.34

Trade and Other Payables (5,175.30) (23,008.89)

Cash Generated from Operations 24,916.76 48,666.25

Direct Taxes Paid / Refunds (5,922.07) (3,888.36)

Net Cash flow from Operating Activities 18,994.69 44,777.89

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (including capital work-in-progress) (13,647.68) (12,599.59)

Sale of Fixed Assets 56.09 -

Interest and Dividend Income Received 733.85 297.58

Investments in Subsidiaries / Associates (17,154.42) (16,327.33)

Other Advances (Including advances to Binani Industries Limited, the Holding Company) 3,532.42 (474.77)

Net Cash flow from Investing Activities (26,479.74) (29,104.11)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings 41,815.88 53,395.21

Repayment of Long Term Borrowings (11,560.31) (18,190.02)

Dividend / Dividend Distribution Tax Paid (2,836.71) (4,989.99)

(Repayment of)/ Proceeds from Bank Borrowings (Net) (7.58) (729.19)

Proceeds from Trade Deposits 272.58 395.01

Interest and Finance Charges Paid (10,045.69) (9,332.67)

Buy Back of Shares (13,050.00) -

Proceeds from Short Terms Borrowings - 15,000.00

Repayment of Short Terms Borrowings (5,000.00) (29,000.00)

Net Cash flow from Financing Activities (411.83) 6,548.35

61


D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (7,896.88) 22,222.13

E. CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR 30,943.59 8,721.46

F. CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR 23,046.71 30,943.59

Note : 1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 “Cash Flow State ments” as specified in the Companies (Accounting Standards) Rules 2006.

2. CLOSING CASH AND CASH EQUIVALENTS AS PER BOOKS

Particular For the year ended 31st March, 2011


Cash in hand 5.38 7.61

Remittances in transit and cheques in hand 2.58 -

Current Accounts 13,720.00 16,541.23

Deposit Accounts 9,318.75 14,394.75

Total of Cash & Cash Equivalents 23,046.71 30,943.59

3. Cash and Cash Equivalents includes Rs. 16.56 Lakhs (Previous Year Rs.11.70 Lakhs ) in respect of Unclaimed Dividend and Rs. 575.75 Lakhs (Previous Year Rs. 1.83 Lakhs) as margin, the balance of which is not available to the Company.

4. Previous Year figures have been recast/regrouped wherever considered necessary.

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



Braj BinaniChairman












62



PART IV

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I REGISTRATION DETAILS

Registration No. 7 6 6 1 2 State Code 2 1

Balance Sheet Date 3 1 0 3 2 0 1 1

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

Pubic Issue N I L Rights Issue N I L

Bonus Issue N I L Private Placement N I L

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

Total Liabilities 2 0 3 6 0 2 1 6 Total Assets 2 0 3 6 0 2 1 6

SOURCES OF FUNDS

Paid up Capital 1 8 8 6 0 3 8 Reserves & Surplus 3 9 0 4 1 9 8

Secured Loans 1 0 2 5 4 3 5 9 Unsecured Loans 2 1 0 1 3 5 4

Trade Deposits 3 1 4 3 6 7 Deferred Tax Liability 1 8 9 9 9 0 0

APPLICATION OF FUNDS

Net Fixed Assets 1 3 7 7 9 9 3 2 Investments 5 4 6 1 1 6 2

(Including Capital Work inprogress)

Net Current Assets 1 1 1 9 1 2 2

IV PERFORMANCE OF COMPANY (Amount in Rs. Thousands)

Turnover 1 7 2 0 5 3 2 5 Total Expenditure 1 6 6 1 0 7 7 4

Profit/Loss(-) Before Tax 8 2 2 6 9 5 Profit/Loss(-) After Tax 9 0 5 0 5 3

Earnings Per Share in Rs. 4 . 6 3 Dividend Rate % 2 5 %

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

Item Code No. (ITC Code) Product Description

2 5 2 3 2 9 O R D I N A R Y P O R T L A N D C E M E N T

2 5 2 3 1 0 C L I N K E R

63


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

1. We have audited the attached Consolidated Balance Sheet of Binani Cement Limited (“the Company”) and its Subsidiaries (collectively referred to as “the group”) as at 31st March, 2011 and the Consolidated Profit and Loss Account and also the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

3. (a) We have not audited the financial statements of the ten subsidiaries (including six step down subsidiaries) included in the consolidated financial statements whose financial year ended on 31st December, 2010 . These financial statements reflect total assets of ` 2,10,482 lacs as at 31st December, 2010, total revenues of ` 16,721 lacs and net cash inflows of ` 11,190 lacs for the year then ended. Further, we have not audited the financial statements of two subsidiaries included in consolidated financial statements whose financial year ended on 31st March, 2011 and whose financial statements reflect total assets of ` 1,360 lacs as at 31st March, 2011, revenue Nil and net cash inflows of ` 160 lacs for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of other auditors.

(b) As explained in para 3(a) above, in respect of the above ten subsidiaries (including six step down subsidiaries), financial statements have been audited for the financial year ending 31st December, 2010. However, the management has compiled the financial statements of these subsidiaries for the period 1st January, 2011 to 31st March, 2011. The financial statements of these subsidiaries reflect total assets of ` 2,18,159 lacs as at 31st March, 2011, total revenues of ` 4,597 lacs and net cash outflows of ` 6,126 lacs for the three months period then ended.

(c) We have relied on the unaudited financial statements and financial information furnished by the management with respect to five step down subsidiaries, whose financial statements reflect total assets of ` 650 lacs as at 31st March, 2011, total revenues of ` 311 lacs and net cash inflows of ` 207 lacs for the period then ended.

We are unable to comment upon the resultant impact, if any, on the profit, assets and liabilities of the consolidated financial statements of the Group as at 31st March, 2011, had the subsidiaries (including step down subsidiaries) mentioned in para 3(b) and 3(c) been audited. The subsidiaries (including step down subsidiaries) as mentioned in para 3 above do not constitute significant components of the Group.

4. We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standards (AS) 21, Consolidated Financial Statements, notified pursuant to the Companies (Accounting Standards) Rules, 2006 and on the basis of separate financiall statements of Binani Cement Limited and its subsidiaries.

5. Based on our audit and on consideration of reports of other auditors on separate financial statements of the components as explained in para 3(a) and financial statements compiled and furnished by the management for remaining components as explained in para 3(b) and 3(c) above and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2011; (b) in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and (c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.



64



CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011 Rs. In Lakhs

Schedule As at 31st March, 2011 As at 31st March, 2010

SOURCES OF FUNDS SHAREHOLDERS’ FUNDS Share Capital 1 18,860.38 20,310.38 Reserves and Surplus 2 34,366.93 50,070.28

53,227.31 70,380.66 MINORITY INTEREST 3,245.25 3,282.44 LOAN FUNDS Secured Loans 3 161,882.43 159,827.73 Unsecured Loans 4 21,013.54 182,895.97 8,858.04 168,685.77 DEFERRED TAX LIABILITY (NET) 18,999.00 18,677.00 (Refer Note no. 14 in Schedule 15)TRADE DEPOSITS 3,143.67 2,871.09 TOTAL 261,511.20 263,896.96 APPLICATION OF FUNDS FIXED ASSETS 5Gross Block 259,975.08 253,329.17 Accumulated Depreciation and Amortization (73,506.63) (63,044.38)Net Block 186,468.45 190,284.79 Capital Work-in-Progress (incl. capital advance) 59,488.15 27,445.76

245,956.60 217,730.55 INVESTMENTS 6 - 12,436.44 CURRENT ASSETS, LOANS AND ADVANCES 7Inventories 20,761.28 21,329.77 Sundry Debtors 2,579.20 10,475.58 Cash and Bank Balances 34,810.15 37,275.45 Other Current Asset 266.64 73.93 Loans and Advances 16,831.82 25,509.01

75,249.09 94,663.73 CURRENT LIABILITIES AND PROVISIONS 8Current Liabilities (53,895.27) (47,617.81)Provisions (5,799.22) (13,315.94)

(59,694.49) (60,933.75)NET CURRENT ASSETS (7-8) 15,554.60 33,729.97 TOTAL 261,511.20 263,896.96

SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS

15

Braj BinaniChairman



As per our report of even date attached For Haribhakti & Co.Chartered AccountantsFirm Registration No. 103523W









65


CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011 Rs. In Lakhs

Schedule

For the year ended31st March, 2011


INCOME Gross Sales 9 214,270.27 247,583.72 Less : Excise Duty 25,840.35 21,605.78 Net Sales 188,429.92 225,977.94 Other Income (Refer Note 9 of Schedule 15) 3,386.54 3,288.87 TOTAL 191,816.46 229,266.81 EXPENDITURE Raw Materials, Packing Materials and Goods Consumption 10 35,000.34 52,149.97 Other Manufacturing Expenses 11 65,858.04 60,255.62 Payments to and Provision for Employees 12 5,674.14 4,310.85 Selling and Administration Expenses 13 58,031.46 46,572.91 Interest and Finance Charges 14 13,736.82 11,814.34 Depreciation / Amortization 11,758.24 10,846.12 TOTAL 190,059.04 185,949.81 Profit Before Taxation and Prior period items 1,757.42 43,317.00 Prior period items (658.49) (1,361.21)Profit Before Tax 1,098.93 41,955.79 Provision for Tax Less : Current Tax 95.44 11,314.90Less : Previous year tax adjustment 47.81 84.12Add : MAT Credit Entitlement - 1,747.73Less : Deferred Tax 322.00 3,135.00Add : Excess FBT Provision of earlier years written Back 0.59 -Add : Excess Provision of earlier year written back 1,144.99 77.38Profit for the year after tax 1,779.26 29,246.88 Minority Interest (20.49) 7.80 Profit after Tax and Minority Interest 1,758.77 29,254.68 Balance brought forward from previous year 39,131.00 20,333.04Transfer to Capital Redemption Reserve (1,450.00) - Premium paid on Buyback of share (11,600.00) - Transfer from Debenture Redemption Reserve 1,300.00 1,200.00 Transfer to General Reserve (910.00) (2,900.00)Proposed Dividend (4,715.03) (7,108.54)Dividend Distribution Tax on proposed dividend (764.90) (1,208.10)Reversal of Dividend Distribution Tax on Proposed Dividend of earlier year

27.45 -

Adjustment of pre-acquisition Profit 3.60 (440.08)Surplus Carried to Balance Sheet 22,780.89 39,131.00 Earnings Per Share (Equity Shares, par value Rs. 10/- each) Basic & Diluted (Rs.) (Refer Note no.18 of Schedule 15) 0.91 14.22

SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS

15

Braj BinaniChairman


The schedules referred to above form an integral part of the Profit and Loss Account

As per our report of even date attached










66



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

As at 31st March, 2011 As at 31st March, 2010

SCHEDULE - 1SHARE CAPITAL AUTHORISED 423,899,600 (Previous Year 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 188,601,274 (Previous Year 203,101,274) Equity Shares of Rs. 10/- each fully paid up

18,860.13 20,310.13

Add: Amount paid up on Forfeited Shares 0.25 0.25

TOTAL 18,860.38 20,310.38

Note :

Out of the above Equity Shares :

1) 179,184,178 (Previous Year 131,825,956) Equity Shares of Rs 10/- each fully paid-up held by the holding Company - Binani Industries Limited and its nominees.

2) 152,322,787 (Previous Year 152,322,787) Equity Shares of Rs 10/- each have been issued for consideration other than cash, pursuant to Schemes of Arrangement.

3) 50,778,487 (Previous Year 50,778,487) Equity Shares of Rs 10/- each have been issued on conversion of Cumulative Redeemable Preference Shares as per agreed terms.

4) 14,500,000 ( Previous Year Nil ) Equity Shares of Rs 10/- each have been bought back under tender offer route and later extinguished. (Refer Note 22 of Schedule 15)

SCHEDULE - 2RESERVES AND SURPLUS CAPITAL RESERVE As per last account - 98.17 Less : On account of Consolidation - - (98.17) -

CAPITAL REDEMPTION RESERVE - As per last account - - Add :Transfer from Profit and Loss Account 1,450.00 1,450.00 - -

STATUTORY RESERVE As per last account - 184.08 Less : On account of Consolidation - - (184.08) -

DEBENTURE REDEMPTION RESERVE As per last account 2,500.00 3,700.00 Less :Transfer to Profit and Loss Account (1,300.00) 1,200.00 (1,200.00) 2,500.00

GENERAL RESERVE As per last account 6,933.00 4,033.00

Add:Transfer from Profit and Loss Account 910.00 2,900.00

7,843.00 6,933.00

FOREIGN CURRENCY TRANSLATION RESERVE 1,093.04 1,506.28

PROFIT & LOSS ACCOUNT 22,780.89 39,131.00

TOTAL 34,366.93 50,070.28

67


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


SCHEDULE - 3

SECURED LOANS(Refer Note no. 8 in Schedule 16)

DEBENTURES

Financial Institutions 2,375.00 4,875.00

(Falling due for payment within one year Rs. 1500 Lakhs )

(Previous Year Rs.2500 Lakhs)

TERM LOANS

Financial Institutions 2,166.38 2,812.49

(Falling due for payment within one year Rs. 622.24 Lakhs)

(Previous Year Rs. 625.25 Lakhs)

Banks 156,027.10 138,528.16

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

(Previous Year Rs. 19,296.68 Lakhs)

Interest accrued and due (Refer Note 8 (E) (b) of Schedule 15) 19.79 156,046.89 32.03 138,560.19

WORKING CAPITAL DEMAND LOAN / CASH CREDIT

Banks 1,294.16 13,580.05

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

TOTAL 161,882.43 159,827.73

SCHEDULE - 4

UNSECURED LOANS

Long Term

Banks (Falling due for payment within one year Rs. 2,200 Lakhs) (Previous Year Rs. Nil)

17,200.00 2,200.00

Deferment of Value Added Tax (Refer Note 5 of Schedule 15)

3,813.54 3,813.54

From Others(Falling due for payment within one year Rs. Nil) (Previous Year Rs. 2,844.50 Lakhs)

- 2,844.50

TOTAL 21,013.54 8,858.04

68


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69


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


SCHEDULE - 6

INVESTMENTS

LONG TERM INVESTMENTS

UNQUOTED

A) INVESTMENT IN SUBSIDIARY COMPANIES i) 250 Shares of BC Trading (Mauritius) Limited of MUR 100 each by

BCF LLC Dubai- 0.38

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

- 2,325.37

B) APPLICATION MONEY FOR INVESTMENT IN CAPITAL OF SUBSIDIARIES - PENDING ALLOTMENT:

Mukundan Holdings Ltd. - 5,088.90

Krishna Holdings Pte Ltd. - 4,559.79

Murari Holdings Ltd. - 461.99

TOTAL - 12,436.44


Face Value Purchased Sold

(In Rs.)

Units in Mutual Funds

Birla Sun Life Cash Plus - Institutional Premium Plan - Daily Div 10 142,785,238 142,785,238

Birla Sun Life Cash Manager- Institutional Premium Plan - Daily Div 10 46,027,063 46,027,063

Birla Sun Life Ultra Short Term Fund - Institutional - DDR 10 75,624,879 75,624,879

Birla Sun Life Saving Fund - Inst. - Dly Dividend 10 4,001,811 4,001,811

SBI Liquid Fund-Super Institutional-Daily Dividend Reinvest 10 11,464,166 11,464,166

SBI Ultra Short term fund-Institutional-Daily Dividend 10 11,566,321 11,566,321

J P Morgan Liquid Super Inst. Daily Div. 10 232,663,832 232,663,832

J P Morgan Treasuary Super Inst. Daily Div. 10 92,214,792 92,214,792

HDFC Liquid Fund - Premium Plan - DDR 10 6,525,977 6,525,977

HDFC Cash Mgmt Fund - Treasury Advantage - WP - Dly Div 10 7,991,430 7,991,430

Religare Overnight Fund-Option-DDR 10 7,507,854 7,507,854

Religare ultra Short Term Fund-Inst-DDR 10 7,503,375 7,503,375

Kotak Floater - Short Term - Daily Dividend 10 80,169,198 80,169,198

Kotak Liquid - Inst Premium Plan - Daily Dividend 10 104,301,749 104,301,749

Kotak Floater Long Term- Daily Dividend 10 25,854,978 25,854,978

Kotak Flexi Debt Fund - IP - Daily Dividend 10 96,952,812 96,952,812

LIC MF Liquid Fund - Daily Dividend 10 213,281,292 213,281,292

LIC MF Floating Rate Fund - ST - Daily Dividend 10 175,534,733 175,534,733

70



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

Face Value Purchased Sold

(In Rs.)

LIC MF Savings Plus Fund - Dly Dividend 10 132,347,029 132,347,029

LIC MF Income Plus Fund - Daily Dividend 10 88,644,484 88,644,484

IDFC Cash fund -SI-Plan C-Daily Dividend Reinvest 10 9,998,805 9,998,805

IDFC Fixed Maturity Plan Monthly Series 10 5,027,650 5,027,650

IDFC Money Manager Fund-TP-SI-Plan C-Daily Dividend Reinvest 10 10,004,825 10,004,825

Peerless Liquid Super Inst. Liquid Daily Dividend 10 84,057,312 84,057,312

Reliance Liquid Fund-Treasury Plan-Institutional option -Daily Dividend 10 45,818,167 45,818,167

Reliance Money Manager Fund Institutional option -Daily Dividend 1,000 400,319 400,319

Canara Robeco Liquid Super Inst. Daily Div. 10 8,956,849 8,956,849

Canara Robeco Treasuary Advantage Super Inst. Daily Div. 10 4,839,566 4,839,566

SBNNP Money Fund Super Inst. Daily Dividend Reinvestment 10 14,859,959 14,859,959

SBNNP Ultra Short term Fund Super Inst. Daily Dividend Reinvestment 10 4,993,301 4,993,301

SBNPP Flexible Fund - ST Inst - DDR 10 9,972,733 9,972,733

J M Financial High Liquidity Super Inst. DD 10 37,445,531 37,445,531



UTI Liquid Cash Plan Institutional-Daily Income option Re-Investment 1,000 882,983 882,983

UTI Floating Rate Fund - STP - IP - Daily Dividend 1,000 758,619 758,619

UTI Moneymarket - IP - Daily Dividend 1,000 64,841 64,841

IDBI Liquid Fund-DDR 10 15,003,205 15,003,205

IDBI Ultra Short term Fund-DDR 10 11,517,471 11,517,471

Baroda Pioneer Liquid - Institutional Daily Dividend 10 201,891,924 201,891,924

Baroda Pioneer Treasury Advantage - Institutional Daily Dividend 10 74,705,661 74,705,661

Baroda Pioneer Treasury Advantage - Institutional Weekly Dividend 10 6,520,800 6,520,800

DSP Blackrock Floating Rate Fund Institutional Daily Dividend 1,000 50,023 50,023

DSP Blackrock Liquid Fund Institutional Daily Dividend 1,000 99,980 99,980

DSP Blackrock Money Manager Fund - Institutional Plan - DDR 1,000 50,036 50,036

Investments in Subsidiaries Co.

Swiss Merchandise Infrastructure Ltd. (Rs.) 10 50,000 -

Merit Plaza Ltd. (Rs.) 10 50,000 -

Bhumi Resources (Singapore) Pte Ltd (US Dollar) 1 7,000,000 -

Mukundan Holdings Ltd. (US Dollar) 1 11,000,000 -

Krishna Holdings Pte Ltd. (SGD) 1 41,312,000 -

Murari Holdings Ltd.(US Dollar) 1 8,900,000 -

71



As at31st March,

2011

As at31st March,

2010

SCHEDULE - 7

CURRENT ASSETS, LOANS AND ADVANCESCurrent Assets :Inventories (as taken, valued & certified by the management and includes Goods in Transit)Raw Materials and Packing Materials 2,019.97 4,284.65Stores, Spare Parts and Fuel 12,775.20 11,462.97Work-in-Process 97.70 19.66Finished Goods 5,868.41 5,562.49

20,761.28 21,329.77

Sundry Debtors (unsecured, considered good unless otherwise stated)Debts outstanding for a period exceeding six months 1,353.35 0.75Other Debts 1,225.85 10,474.83

2,579.20 10,475.58

Cash & Bank BalancesCash in hand 24.23 15.82Remittances in transit and cheques in hand 2.58 -

Balance with Scheduled Banks:Current Accounts 14,996.63 17,341.52Deposit Accounts 12,890.33 17,708.66Balance with Other BanksCurrent Accounts 4,234.84 1,602.18Deposit Accounts 2,661.54 607.27

34,810.15 37,275.45

Other Current AssetInterest Receivable 86.78 49.32Insurance Claims Receivable 166.50 -Assets held for Disposal 13.36 24.61

266.64 73.93

Loans & Advances (unsecured, considered good unless otherwise stated)Due from Subsidiary Companies 456.66 8,937.20Due from Holding Company 5,500.00 9,032.42Advances recoverable in cash or kind or for value to be received 2,680.99 3,719.70Advance Income Tax (Refer Note 21 of Schedule 15) 2,360.12 -MAT Credit Entitlement (Refer Note 21 of Schedule 15) 1,709.37 1,709.37Fringe Benefit Tax (net of provision of Rs. 59.27 Lakhs)) 10.79 10.20Other Deposits 1,141.62 1,026.04Balance with Customs and Excise Authorities 2,972.27 1,074.07

16,831.82 25,509.01

TOTAL 75,249.09 94,663.74

72




As at31st March,

2011

As at31st March,

2010

SCHEDULE - 8

CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Acceptance - 210.62

Sundry Creditors

- For Trade 17,790.94 18,647.47

- For Expenses 9,149.51 7,013.95

Other Liabilities 22,630.32 17,451.51

Advances from customers 4,092.17 3,545.48

Dividend Payable 16.56 11.70

Interest accrued but not due on loans 215.77 737.09

53,895.27 47,617.81

PROVISIONS

For Current Income Tax (Refer Note 21 of Schedule 15) 0.24 4,749.80

For Proposed Dividend 4,715.03 7,108.54

For Dividend Distribution Tax 764.90 1,208.10

For Gratuity 105.30 116.58

For Leave Encashment 213.75 132.92

5,799.22 13,315.94

TOTAL 59,694.49 60,933.75

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

Rs. In Lakhs



SCHEDULE - 9

SALES AND RELATED INCOME (MT) Value (MT) Value

Cement* 5,728,720 205,946.50 6,179,614 232,129.54

Clinker** 511,724 7,645.34 565,834 10,405.82

GGBFS 26,468 678.43 124,618 5,048.36

TOTAL 214,270.27 247,583.72

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

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

73



Rs. In Lakhs



SCHEDULE - 10

RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION

Raw Materials /Packing Material and Goods Consumption 30,944.60 42,446.26(including direct mining cost)

Royalty and Cess on Limestone 4,763.17 4,198.42

(Increase)/Decrease in Work-in-Process.

Opening Stock 19.66 24.48

Closing Stock (97.70) (78.04) 19.66 4.82

(Increase)/Decrease in Finished Goods

Opening Stock 5,562.49 11,546.87

Closing Stock (5,868.41) (305.92) (5,562.49) 5,984.38

Excise Duty on opening / closing Stock of Finished Goods (323.47) (483.91)

TOTAL 35,000.34 52,149.97

SCHEDULE - 11

OTHER MANUFACTURING EXPENSES

Power & Fuel 53,493.07 46,806.51

Freight and Loading Expenses on inter unit clinker transfer 3,497.34 4,088.23

Consumption of Stores and Spares (incl oil & lubricants) 5,290.28 5,581.96

Repairs & Maintenance

- Buildings 170.61 150.41

- Plant and Machinery 1,445.45 1,222.04

- Others 53.50 39.61

Other Operating Expenses 1,907.79 2,366.86

TOTAL 65,858.04 60,255.62

74




Rs. In Lakhs



SCHEDULE - 12

PAYMENTS TO AND PROVISION FOR EMPLOYEES

Salaries and Wages 4,828.81 3,708.51

Contribution to Provident and other Funds 351.43 422.51

Staff Welfare Expenses 493.90 179.83

TOTAL 5,674.14 4,310.85

SCHEDULE - 13

ADMINISTRATION AND SELLING EXPENSES

(Refer Note no.12 of schedule 15)

Rent 604.90 358.30

Insurance 491.87 242.53

Rates and Taxes 596.11 732.52

Exchange Fluctuation (net) 166.28 17.05

Advertisement and Sales Promotion 4,295.24 2,865.11

Directors’ Fees 5.08 2.33

Outward Freight & Forwarding Expenses 42,531.48 34,722.41

Bad Debt 149.22 -

Management Service Fees 2,632.47 1,725.00

Commission to Selling Agents 2,837.66 2,457.92

Loss on sale / discard of Fixed Assets (net) 311.79 619.28

Miscellaneous Expenses 3,409.36 2,830.46

TOTAL 58,031.46 46,572.91

SCHEDULE - 14

INTEREST AND FINANCE CHARGES

Interest

- Debentures 428.53 740.05

- Term Loans 12,112.35 8,746.10

- Others 567.32 1,154.70

Finance Charges 628.62 1,173.49

TOTAL 13,736.82 11,814.34

75


SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

SCHEDULE – 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1 SIGNIFICANT ACCOUNTING POLICIES

(i) BASIS OF ACCOUNTING

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

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

c) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as holding Company’s separate financial statements, as far as possible, except as provided under para 1(iv) (e), 1(iv) (f), 1(iv) (g), 1(vi) (b), 1 (viii) (g), 1(x) (d), 1(xii) (b), 1 (xiii) (c), 1 (xiv) (b), 1 (xv), 1 (xvi) (b), 1 (xxii)and 1(xxiii).

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

e) Minority Interest’s share of net profit of Consolidated Subsidiaries for the year/period is identified and adjusted against the income of the group in order to arrive at the net income attributable to Shareholders of the Company.

f) 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) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincides with despatch of products to customers and Export sales are accounted on the basis of dates of Bill of Lading. Sales are net of Rebate & Discount.

b) In case of sale of Carbon Credits, (Certified Emission Reductions) revenue is recognized on submission of application with UNFCCC after execution of agreement with the buyer.

c) Export benefits are accounted on the basis of application filed with the appropriate authority.

d) Dividend income on investments is accounted for when the right to receive the payment is established. Interest income is recognised on accrual basis.

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

76



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

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

(v) ACCOUNTING OF CLAIMS

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

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

(vi) FIXED ASSETS

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

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

(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 (SLM), at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered.

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

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

d) Leasehold Land is amortized over the period of Lease.

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

f) Expenditure on major computer software is amortised over the period of five years.

g) In case of SBRCC, PT Anggana Energy Resources and BCF LLC & its subsidiaries, the depreciation on fixed assets and intangible assets is provided for on SLM basis over the estimated useful life at rates permissible under applicable local laws.

(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 & 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

77


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 weighted average cost and Net Realisable Value. Cost for this purpose includes direct cost, attributable overheads and excise duty.

d) In case of Binani Cement Factory LLC (BCF), Dubai, Stocks are valued at the cost or net realisable value. Raw materials comprising of clinker & slag and packing materials are valued at cost using the First in First out (FIFO) method. Consumables are valued at cost using specific identification method. Raw material comprising of gypsum and limestone are valued at cost using the Weighted Average Method (WAM).

(xi) INVESTMENTS

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

(xii) FOREIGN EXCHANGE TRANSACTIONS

a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the exchange differences are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net Investment.

b) In case of SBRCC, the accounting of foreign exchange transaction is as follows:

Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange rates stipulated by the 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.

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

c) Employees’ benefits

In case of Binani Cement Factory LLC (BCF), Dubai, the liability in respect of staff end-of-service gratuity on accrual basis on assumption that all employees were to leave as of the balance sheet date.

In case of BCF LLC’s Subsidiaries and PT Anggana Energy Resources , the provision for liability is provided in accordance with laws of country in which the company is operating.

(xiv) BORROWING COSTS

Borrowing costs which are directly attributable to acquisition, construction or production of a qualifying asset are capitalised as a part of the cost of that asset. Other borrowing costs are recognised as expenses in the period in which they are incurred.

78



(xv) STATUTORY RESERVE

a) In case of BCF LLC, statutory reserve is created by appropriating 10% of the profit of the company as required by Article 255 of the UAE Commercial Companies Law No.8 of 1984, as amended. The company can discontinue such annual transfers when the reserve totals 50% of the paid up share capital. The reserve is not available for distribution except as provided in the Federal Law.

b) In case of Binani Cement Company WLL, Kuwait, Kuwait Commercial Companies’ Law and the Company’s articles and memorandum of association requires that 10% of the profit for the year, before contribution to kuwait Foundation for Advancement of Science and directors’ remuneration, is transferred to the statutory reserve. The Company may resolve to discontinue such transfer when the reserve totals 50% of the paid up share capital. The reserve is not available for distribution except for payment of dividend of 5% of paid up share capital in years when profit in not sufficient for the payment of such dividend.

(xvi) INCOME TAXES

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

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

(xvii) CONTINGENCIES/PROVISIONS

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

(xviii) SEGMENT REPORTING POLICIES:

Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.

(xix) OPERATING LEASE:

The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as operating leases. Operating lease payments are recognized as expenses in the Profit and Loss Account.

(xx) EARNING PER SHARE:

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(xxi) EXPENDITURE DURING CONSTRUCTION PERIOD

BCL: In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised.

79


(xxii) DERIVATIVES

BCF LLC: Derivatives are stated at fair values. Derivatives with positive market values (unrealised gains) are included in assets and derivatives with negative market values (unrealised loses) are included in liabilities. Change in fair values are recognised in profit or loss.

(xxiii) LONG TERM PREPAID:

In case of SBRCC, the expenses incurred during the Company’s pre-operating period were recorded as long-term prepaid expenses and were expensed in the first month of commercial operations.

2 PRINCIPLES OF CONSOLIDATION

i) The Consolidated Financial Statements include the financial statements of Binani Cement Ltd. (BCL) and the following subsidiaries and step down subsidiaries:

Sr.

No

Name of Company Relation with Holding Company

Country of Incorporation

% of Share

Holding

Accounting Year / Period considered for

consolidation1 Krishna Holdings Pte Ltd.

( KHL)*Subsidiary of BCL Singapore 100%* Jan.’10 - Mar.’11

2 Murari Holdings Limited -(MUHL)

-do- British Virgin Islands 100% Jan.’10 - Mar.’11

3 Mukundan Holdings Ltd.( MHL)

-do- British Virgin Islands 100% Jan.’10 - Mar.’11

4 Swiss Merchandise Infrastructure Ltd.

-do- India 100% 2nd Nov 10 - 31st Mar 11

5 Merit Plaza Ltd. -do- India 100% 18th Dec 10 - 31st Mar 116 Bhumi Resources

(Singapore) PTE Ltd-do- Singapore 100% 26th Oct 2009 to 31st

March 20117 Shandong Binani Rong’an

Cement Company Ltd.(SBRCC)

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

China 90% Jan.’10 - Mar.’11

8 Binani Cement Factory LLC. (BCF)

Step-down Subsidiary of BCL. (Subsidiary of MHL

& MUHL)

United Arab Emirates 100% Jan.’10 - Mar.’11

9 Binani Cement Company WLL

Step-down Subsidiary of BCL. (Subsidiary of Binani

Cement Factory LLC,) Dubai

Kuwait 100% 28th July 2010 to 31st March 2011

10 Binani Cement Factory (SFZ) Ltd.

-do- Republic of Sudan 100% 12 Nov 2009 to 31st March 2011

11 BC Tradelink Limited -do- Tanzania 100% 29th Aug 2007 to 31 March 2011

12 Binani Cement Factory (Kenya) Ltd.

-do- Kenya 100% 3rd Sep 2010 to 31st March 2011

13 Binani Cement ( Uganda) Ltd

-do- Uganda 100% 22nd Dec 2010 to 31st March 2011

14 Binani Cement SARL (Djibouti)

-do- Djibouti 100% 3rd Nov 2010 to 31 March 2011

15 Binani Cement Factory Mauritius

-do- Mauritius 100% 25th Sep2007 to 31 March 2011

16 Binani Cement Co Ltd. (Sudan)

-do- Sudan 100% 4th July 2010 to 31 March 2011

17 PT Anggana Energy Resources

Step-down Subsidiary of BCL. (Subsidiary of Bhumi

Resources (Singapore) Pte Ltd)

Indonesia 100% 24th Nov 2009 to 31st March 2011

* Includes 44.46% holding through subsidiary Mukundan Holdings Ltd.

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

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

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

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

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

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. 19,389.02 Lakhs (Previous Year Rs.5,979.96 Lakhs).

Binani Cement Factory LLC. Rs. 73.97 Lakhs equivalent to AED 600,000 (Previous Year Rs. 208 Lakhs equivalent to AED 1,629,875).

Binani Cement Factory (Mauritius) Limited: Rs. 9,410.31 (USD 20.78 Million)

Swiss Merchandise Infrastructure Ltd. Rs. 7,300 Lakhs.

4 Contingent Liabilities :

A Liabilities not provided for in respect of :

a) Binani Cement Ltd.

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

(ii) Demands raised by Excise Department in various matters aggregating to Rs. 31.50 Lakhs (Previous Year Rs. 104.30 Lakhs) - (excluding applicable interest). Appeals are pending with various Appellate Authorities.

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

(iv) Demands raised by Excise Department in various matters in relation to Cenvat Credit of Service Tax Rs. 54.61 Lakhs (previous year Rs. 0.94 Lakhs). Appeals are pending with various Appellate Authorities. The Cenvat Credit amount / paid under protest of Rs. 0.29 Lakhs has been reversed.

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

Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to Rs. 34.70 Lakhs (Previous Year Rs. Nil). The Company filed an appeal before Commissioner (Appeals), Jaipur II and same was rejected. Now Company has filed an appeal with CESTAT New Delhi.

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(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 & 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 & Apr’ 07 to June’ 07 aggregating to Rs. 69.77 Lakhs (Previous Year Rs. 69.77 Lakhs) has not been provided for. The Company has paid Rs. 5.00 Lakhs under protest against these demands and accounted the same as advances since a stay order has been obtained. The case is pending before the Hon’ble Allahabad High Court.

(vii) Demand raised by Uttar Pradesh Commercial Taxes Deptt. on account of entry tax Rs. 268.01 Lakhs based upon the market value of cement stock transfer. We have filed a writ before Hon’ble Allahabad High Court. Case Heard and stay granted.

Against the demand we have deposited Rs. 158.63 Lakhs based upon stock transfer price and provided Bank Guarantee of Rs. 109.38 Lakhs towards security against balance as directed by Hon’ble High Court .

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

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

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

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

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

(xiii) The Company has placed a purchase order for procurement of Steam (Non Coking) coal, on M/s Visa Comtrade A.G. and the party supplied the same under five Bills of lading. However, the Party failed to provide the original bills of lading. The owner of the Ship M/s Great Eastern Shipping Co. Ltd.has filed a suit against the Company for not providing original Bills of lading. The Company has informed them that the balance amount due to them will be paid after adjustment of the losses and expenditure incurred / to be incurred by the Company till the time matter is finally resolved. The Company has incurred expenses of Rs.171.21 Lacs up to 31.03.2011 to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the account of supplier which is to be recovered from the party.

b) Binani Cement Factory LLC.

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

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

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

c) Binani Cement Factory (Mauritius) Limited

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

B Claims against the Company not acknowledged as debts :

Binani Cement Ltd.

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

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

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5 The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee, (SLSC) but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of Rs. 20,266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the 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. 3,813.54 Lakhs was deferred and shown as Unsecured Loan.(Refer schedule 4)

During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The company has filed a case with 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. Further, the company has made an application to the State Government / SLSC to revise the amount of EFCI from Rs. 396.72 Crores to Rs. 488.50 Crores based on applicable guidelines under the Incentive Scheme. The company has continued to avail the deferment benefit, pending the decision of State Government / SLSC.

Accordingly the tax liability for the period 30th April, 2008 to 31st March, 2011 is Rs. 15,170.69 Lakhs against which we have deposited Rs. 399.21 Lakhs under protest as per the directions of the Hon’ble High Court. The matter is pending for decision before Hon’ble Rajasthan High Court / State Govt.

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

7 The company has not deposited a sum of Rs. 811.00 Lakhs (Previous Year Rs. 725.81 Lakhs) net of Rs. 258.88 Lakhs paid under protest (Previous Year Nil) shown as current liability in schedule 8, on account of entry tax on goods under the Rajasthan Tax on Entry of Goods into Local Area Act , 1999 on notified goods purchased from outside the state from May 06. The company has filed a writ petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Deptt., Pali for notice issued under section 16(3) of the said “Act”. The said petition was admitted by the Hon’ble Court and a stay was granted. Subsequently, the case was heard by Hon’ble High Court and passed an order that the stay shall remain continued on the condition that petitioner deposit the 50% of amount assessed and submit Solvent security for the balance amount including interest, penalty etc. Accordingly, in compliance of the order, the entry tax of Rs. 258.88 Lakhs being 50% of assessed tax was deposited by the company under protest.

8 LOANS - SECURED

A. BINANI CEMENT LIMITED

I. DEBENTURES

i) 11.20% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.20%SRNCD) - Outstanding Rs. 2,041.67 Lakhs (Previous Year Rs. 3,208.33 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S

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and the Company) (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company (c) Corporate Guarantee of Binani Industries Limited(BIL) and ((d) paripassu second charge on the immovable assets of 1st phase of the 2X22.3 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities.

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

ii) 9.16% (Reset Rate) Secured Redeemable Non Convertible Debentures (11.99% SRNCD) - Outstanding Rs. 333.33 Lakhs (Previous Year 1,666.67 Lakhs)

Secured by (a) a charge created on the movable and immovable properties of the Company located at Binanigram, Pindwara, Sirohi in Rajasthan both present and future (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank and the assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company) (b) exclusive first charge on plot of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat subject to charges on specified movables created for securing the borrowings for working capital requirements from Banks ranking pari-passu with charges created and/or to be created in favour of Financial Institutions/Banks/Debentures Trustee(s) executed by the Company and (c) Corporate Guarantee of Binani Industries Limited(BIL).

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

II. TERM LOANS

I) Financial Institutions

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

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

II Banks

a) IDBI Bank Ltd. (IDBI) - Rupee Term Loans / Rupee Tied Foreign Currency Loans / Funded Interest Term Loans - outstanding Rs. 21,216.47 Lakhs (Previous Year Rs. 24,287.48 Lakhs)

The above term loans include loans aggregating to Rs. 5,238.54 Lakhs (Previous Year Rs. 5,953.59 Lakhs), which were transferred from BIL to the Company with effect from 1st October, 2004 vide letter No.H.O.CFD-II.B-18/BCL/2274 dated 31st March, 2005 received from IDBI and agreement of take over of loans liabilities dated 30th September, 2005.

Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

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b) IDBI Bank Ltd. (IDBI) - Zero Coupon Loan (ZCL)- outstanding Rs. 680.60 Lakhs (Previous Year Rs. 1,020.90 Lakhs)

Secured / to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis of Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

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

c) IDBI Bank Ltd. (IDBI) - Rupee Term Loans - outstanding Rs. 4,500 Lakhs (Previous Year Rs. 6,000 Lakhs)

Secured/to be secured (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank ) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company, (c) Corporate Guarantee of BIL, (d)Pari Passu charge on Trust & Retention Account and (e)Pari Passu second charge on the immovable assets relating to the first phase of the 2x22.3 MW Captive Thermal Power Plant comprising of 1x22.3 MW Captive Thermal Power Plant, associated equipments and shared facilities.

d) IDBI - Term Loan - Outstanding Rs. 5,500 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by (a) first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank) and of BIL both present and future (b) first charge by way of hypothecation on all movables of the company at Binanigram, Pindwara, Sirohi in Rajasthan and BIL (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, subject to charges on specified movables created and/or to be created for securing the borrowings for working capital requirements from Banks and ranking pari-passu with mortgages and charges created and/or to be created in favour of Institutions/Banks/Debentures Trustee(s)/Other Term Lenders as detailed in the respective loan agreement(s) deed(s) of hypothecation/debenture trust deed(s) executed by the Company except the assets imported from M/s F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and defined clearly in the loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company,c) Post dated cheques for repayment of Principal

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

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

f) Syndicate Bank - Rupee Term Loan - Outstanding Rs. 1,105.13 Lakhs (Previous Year Rs. 2,772.13 Lakhs)

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

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

Secured by a) Pari-passu first mortgage and charge created on immovable properties of the Company at Binanigram, Pindwara, Sirohi, in Rajasthan (except the assets of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Syndicate Bank), both present and future, ranking pari-passu with mortgage and charges created and / or to be created in favour of institutions / banks / Debenture trustee(s) as detailed in respective loan agreement(s) / deed(s) of hypothecation / debenture trust deed (s) executed by the Company, (b) pari passu charge on Trust & Retention Account and (c) pari passu second charge on immovable assets relating to the first phase of the 2x22.3 MW captive thermal power plant comprising of 1x22.3 MW captive thermal power plant, associated equipments and shared facilities.

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


i) Yes Bank Ltd - Term Loan - Outstanding Rs. 5,000 Lakhs (Previous Year Rs. 5,000 Lakhs)

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

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

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

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

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

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

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

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

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

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


o) Bank of Baroda - Term Loan - Outstanding Rs. 10,000 Lakhs (Previous Year Rs. Nil)

Secured/to be secured by a) Subservient charge on fixed assets of the company (Movable & immovable)

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

Secured/to be secured by a) First pari passu charge on Fixed Assets of the Company

q) IDBI Bank Ltd. (IDBI) - Rupee Term Loan (Rs. 10,000 lakhs yet to be availed) - outstanding Rs. Nil ( Previous Year Rs. Nil)

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

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

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

III WORKING CAPITAL DEMAND LOANS / CASH CREDIT FROM BANKS

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

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

B) MUKUNDAN HOLDINGS LTD.

TERM LOANS

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

shares in capital of SBRCC held by KHL, shares in capital of BCF held by MHL and shares in capital of MHL held by BCL.

C) KRISHNA HOLDINGS PTE LTD.

TERM LOANS

Bank

State Bank of India ( HK) : Rs.10,325.52 Lakhs (USD 22,801,000 ) (Previous Year Rs. Nil )

The loan is secured by irrecoverable and unconditional corporate guarantee of Binani Cement Limited, The Holding Company.

D) BINANI CEMENT FACTORY LLC

Bank Borrowings

Overdrafts: Rs. Nil (Previous Year Rs. 2,774.57 Lakhs (AED 21,728,131))

Trust receipts Rs. 1,294.16 Lakhs (AED 10,497,864) (Previous Year Rs. 4,406.01 Lakhs (AED 34,504,132))

Cheques discounted Rs. Nil (Previous Year Rs. 6,391.90 Lakhs (AED 50,055,898))

The bank borrowings are secured by: • Assignment of insurance policies on Stock and trade & other receivable • Assignment of bank guarantees provided by customers and issued by reputed local banks. • Undertaking to maintain own funds of AED 100 million.

87


E) MURARI HOLDINGS LIMITED

TERM LOANS

Banks

a) The loan are secured by :

• Corporate Guarantee of Binani Cement Limited,

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

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

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

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

An analysis by bank of amounts outstanding is as follows:

Punjab National Bank: Rs. 3,396.41 Lakhs (USD 75,00,000) (Previous Year Rs.4,689.36 Lakhs (USD 10,000,000)

Bank of Baroda: Rs. 1,811.42 Lakhs (USD 4,000,000) (Previous Year Rs. 2,344.68 Lakhs (USD 5,000,000)

State Bank of India: Rs.3,849.26 Lakhs (USD 8,500,000) (Previous Year Rs. 4,689.36 Lakhs (USD 10,000,000)

Syndicate Bank: Rs. 1,924.63 Lakhs (USD 4,250,000) (Previous Year Rs. 2,344.68 Lakhs (USD 5,000,000)

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

F) SHANDONG BINANI RONG’AN CEMENT COMPANY LIMITED

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

9 Other Income

(Rs. Lakhs)

Particulars For the Year ended 31st March,

2011

For the Year ended 31st March,

2010

i) Scrap Sales 476.56 198.92

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

625.29 236.79

iii) Dividend Received (Other Investment) 355.04 195.15

iv) Interest Income From others 154.94 -

v) Sundry Balance Written Back 610.62 -

vi) Coal Compensation of SBRCC 47.43 -

vii) Insurance Claim 755.23 333.15

viii) Income from ‘inadvertent’ flow of surplus power to Rajasthan Power Procurement Centre

19.46 18.86

ix) Exchange Fluctuation (Net) - 1,055.65

x) Subsidy Income of SBRCC - 972.96

xi) Miscellaneous Income 341.97 277.39

TOTAL 3,386.54 3,288.87

88



10 Managerial Remuneration

(Rs Lakhs) BCL:


2011


2010

Salary 100.67 45.38

Contribution to Provident and other funds* 5.94 5.45

Perquisites ** 10.39 9.82

Commission to Directors (other than Whole-time Directors) 23.00 18.00

TOTAL 140.00 78.65

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

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

11 Remuneration to Auditors

(Rs Lakhs)


2011


2010

Statutory Auditors

Statutory Audit Fees 26.31 22.41

Tax Audit Fees 2.50 2.50

For other matters 9.43 5.93

Reimbursement of expenses 0.92 0.57

TOTAL 39.16 31.42

12 BCL : Selling and Administration Expenses includes Rs. 2,632.47 Lakhs (Previous Year Rs. 1,725 Lakhs) paid to Binani Industries Ltd. (BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk Management, Purchases, Audit, Taxation, Corporate strategy, Media Services, Project Management etc. BIL provides the above mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees.

Interest and Finance charges are net of Rs. 38.60 Lakhs (Previous Year Rs. 527.52 Lakhs), being interest charged by the Company to Binani Industries Limited based on balances in the current account.

89


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

(Rs Lakhs)


2011


2010

Balance Brought forward 2,546.57 2,750.27

Net Addition / (Deletion) during the year 273.90 (203.70)

Balance carried forward 2,820.47 2,546.57

Binani Cement Factory Mauritius

(Rs Lakhs)

Particulars For the Period ended 31st March,

2011

Net Addition / (Deletion) during the period 937.70

Balance carried forward 937.70

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

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

(Rs. Lakhs)

Particulars As at 31st March, 2011


a) Deferred Tax Liability

Depreciation 20,932.97 20,692.65

Total 20,932.97 20,692.65

b) Deferred Tax Asset

Disallowance under Income Tax Act, 1961 (1,934.32) (2,016.55)

Total (1,934.32) (2,016.55)

Deferred Tax Liability 18,998.65 18,676.10

Provided upto 31.03.2010 18,677.00 15,542.00

Provision for additional Deferred Tax Liability 321.65 3,134.10

Rounded off 322.00 3,135.00

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

(Rs. in Lakhs)

Particulars Currency As at 31st March, 2011


Outstanding Creditors for Coal USD 3,895 5602

Outstanding Creditors for Spares DKK 1.30 0.24

Outstanding Creditors for Spares USD - 21.53

90



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

Currency Number of Contracts

Buy Amount Purpose

USD 7 7,200,000 Creditors/FCL Payment

USD (9) (9,600,000) Creditors Payment

16 Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India.

Since the company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same has been considered the primary reportable segment. Further, it has identified geographical segment as India, Dubai, China and Sudan based on Segment Revenue, Result & Asset for reporting purpose.

(Rs Lakhs)

SEGMENT REVENUE

INDIA DUBAI CHINA SUDAN Unallocated Elimination Inter

Segment

TOTAL

Sales (net of Excise)

172,053 8,104 9,333 2,598 311 (3,970) 188,430

(185,105) (35,775) (7,933) - - (-2,835.75) (225,978)

Dividend and Interest Income

827 87 109 - 290 (177) 1,135

(452) - (15) - (1,913) (-1,883.66) (497)

Other Income 1,454 128 644 25 0 - 2,251

(1,658) (58) (1,076) - - - (2,792)

Total 174,335 8,319 10,086 2,623 601 (4,147) 191,816

(187,216) (35,833) (9,024) - (1,913) (-4,719.41) (229,267)

.

SEGMENT RESULT INDIA DUBAI CHINA SUDAN Unallocated Inter Segment

TOTAL

Net Profit/ (loss) before tax from ordinary activities.

8,227 (2,023) 334 (1,249) (3,319) (213) 1,757

(42,161) (3,502) (62) - (-707.32) (-1,700.71) (43,317)

Total 8,226.95 (2,022.77) 334.11 (1,248.80) (3,318.61) (213.46) 1,757.42

(42,161.24) (3,501.67) (62.10) - (-707.32) (-1,700.71) (43,316.98)

CAPITAL EMPLOYED

INDIA DUBAI CHINA SUDAN Unallocated Inter Segment

TOTAL

Total Segment Assets

258,854 31,409 52,612 1,378 134,770 (157,817) 321,206

(245,105) (34,972) (22,930) - (413,447) (-1,11,546.79) (604,908)

Total Segment Liabilities

200,952 17,469 20,160 2,236 73,081 (49,164) 264,733

(187,182) (18,472) (1,047) - (56,274) (-8,525.56) (254,450)

Capital Employed 57,902 13,940 32,452 (859) 61,690 (108,653) 56,473

(57,923) (16,500) (21,883) - (357,173) (-1,03,021.23) (350,458)


91


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

The Company has entered into transactions in ordinary course of business with related parties at arms length as per details below (Net of Inter Co. Transactions):

(As certified by the Management) :

(Rs. Lakhs)

Particulars Holding Company

Fellow Subsidiary

/ Step down Subsidiary

Companies under common ownership

/ and / or common management

control

Enterprises where Key

Management Personnel has got significant

influence

Total

Execution of works contract by- Binani Infrastructure (Mauritius) Limited - 123.60 - - 123.60

- - - - -- BIL Infratech Ltd - 768.54 - - 768.54Sale of Cement to- Binani Readymix Concrete Limited - 52.39 - - 52.39Service Charges for vehicle / Rent etc. paid to - - - 90.01 90.01- Binani Metals Ltd. - - - (73.55) (73.55)Donation given to- G D Binani Charitable Trust - - - 25.00 25.00

- - - (25.00) (25.00)- G D Binani Charitable Foundation - - - 75.00 75.00

- - - (50.00) (50.00)Interest Expenses paid to- Kalpvriksh Holding AG - - 30.83 - 30.83

- - (29.63) - (29.63)Freight service Availed from- Transnational Trading Services Pte Limited - - 699.93 - 699.93

- - (2,932.84) - (2,932.84)- Transnational Trading - - - - -

- - (2,011.77) - (2,011.77)Acquisition of Fixed Asset from- Transnational Trading Services Pte Limited - - - - -

- - (66.00) - (66.00)Repayment of loan to- Kalpvriksh Holding AG - - 2,844.50 - 2,844.50

- - - - -Dividends Paid to- Binani Industries Ltd. 4,613.91 - - - 4,613.91

(2,768.34) - - - (2,768.34)Interest received from- Binani Industries Ltd. 1.96 - - - 1.96

- - - - -

92



Particulars Holding Company

Fellow Subsidiary

/ Step down Subsidiary

Companies under common ownership

/ and / or common management

control

Enterprises where Key

Management Personnel has got significant

influence

Total

(Receipt) / Payment (Net) arising out of transactions in current account- Binani Industries Ltd. (3,532.42) - - - (3,532.42)

(474.77) - - - (474.77)Balance Outstanding as on 31st March, 2011 - Sundry Creditors- Binani Infrastructure (Mauritius) Limited - 55.80 - - 55.80

- - - - -- BIL Infratech Ltd - 170.51 - - 170.51

- - - - -Balance Outstanding as on 31st March, 2011- Kalpvriksh Holding AG - - - - -

- - (2,844.50) - (2,844.50)Balance outstanding as on 31st March, 2011 5,500.00 - - - 5,500.00

(9,032.42) - - - (9,032.42)Maximum Balance Outstanding Rs. 9,032.42 Lakhs(Previous Year Rs. 9,032.42 Lakhs)(Note - there is no repayment schedule in respect of the above loans)


Note:

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

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

3 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), B T Composites Limited (BTCL), Wada Industrial Estate Limited (WIEL), Binani Readymix Concrete Ltd (RMC), BIL Infratech Ltd.

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

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

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

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

93


18 Consolidated Earning per share is calculated as follows :

(Rs Lakhs)


2011


2010

Profit/(Loss) for the year after tax & before Minority Interest 1,779.26 29,246.88

Equity shares outstanding as at the period end (in Nos.) 188,601,274 203,101,274

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

195,458,393 205,627,455

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

Earning Per Share (Basic and Diluted) (in Rs.) 0.91 14.22

19 BCL: EMPLOYEE BENEFITS :

a) Defined Contribution Plans:

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

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

Particulars Gratuity Funded Leave Encashment Non-Funded

I Expenses recognised in the Statement of Profit & Loss

For the year ended 31st March,

2011



2011


1 Current Service Cost * 55.92 46.76 96.06 (15.45)

2 Interest Cost 26.68 22.31 - -


4 Expected return on plan assets (41.35) (27.97) - -

5 Net Actuarial (Gains) / Losses** 14.28 117.43 - -



8 Total Expenses 55.53 158.52 96.06 (15.45)

(Rs. Lakhs)

Gratuity Funded Leave Encashment Non-FundedII Net Asset/(Liability) recognised in

the Balance SheetFor the year

ended 31st March, 2011



2011


1 Present value of Defined Benefit Obligation

500.17 444.10 24.46 90.91

2 Fair value of plan assets 524.63 516.88 - -3 Funded status [Surplus/

(Deficit)]24.46 72.78 - -

4 Net asset/(liability) 24.46 72.78 24.46 (90.91)

94



(Rs. Lakhs)Gratuity Funded Leave Encashment Non-Funded

III Change in obligation during the year


2011



2011


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

444.10 278.85 90.91 106.36

2 Current Service cost * 55.92 46.76 96.06 (15.45)3 Interest cost 26.68 22.314 Settlement cost - - - -5 Past service cost - - - -6 Employee Contributions - - - -7 Actuarial (Gains) / Losses 11.66 117.42 -8 Benefits Payments (38.19) (21.24) -9 Present value of Defined

Benefit Obligation at the end of the year

500.17 444.10 186.97 90.91

* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance ** The Actuarial valuation of Defined Benefit Obligation (DBO) as at the end of the current year has been considered as per

report of an independent certified Actuary where as at the end of the previous year the same was considered as per Actuarial report of L.I.C. of India with whom the Gratuity liability is funded. As both the Actuaries differ in their assumptions for arriving at the present value of DBO, the Actuarial Loss of Rs. 11.66 Lakhs for the current year is lower by Rs. 127.95 Lakhs which has been adjusted in the Profit & Loss A/c.

(Rs. Lakhs)

Gratuity FundedIV Change in Assets during the Year For the year

ended 31st March, 2011


1 Plan assets at the beginning of the year 516.88 288.192 Assets acquired on amalgamation in previous year - -3 Settlements - -4 Expected return on plan assets - -5 Contributions by Employer - 221.966 Actual benefits paid (38.19) (21.24)7 Actuarial (Gains) / Losses 4.59 -8 Actual return on plan assets 41.35 27.979 Plan assets at the end of the year 524.63 516.88

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

Qualifying Insurance Policy YES YES

VI Actuarial Assumptions :


Rate of Return on Plan Assets 8% 8%


95


b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised). Actuarial value of liability is Rs. 186.97 Lakhs based upon following assumptions. (BCL)



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

21 (a) Advance Income tax is net of provision for income tax of Rs. 12,462.73 Lakhs. (b) MAT Credit Entitlement is net of Income tax deducted: NIL (Previous Year Provision for Income Tax deducted Rs. 4,397.72) per

contra. (c) Provision for income tax is net of Advance Tax: NIL and MAT credit entitlement: NIL (Previous Year net of Advance Tax

Rs. 8,859.14 Lakhs and MAT credit entitlement Rs. 4,397.72 Lakhs deducted per contra)22 BCL: During the year, the buy back of 1,45,00,000 equity shares of Rs.10 each, from the existing shareholders, on proportionate basis

has been completed and the said equity shares have been extinguished on 26th August, 2010. The equity share capital stands reduced to Rs.18,860 Lakhs effective from that date and the premium paid of Rs. 11,600 Lakhs has been reduced from the reserves & surplus of the Company.

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

24 No events or transactions have occurred since the date of Balance Sheet or are pending that would have a material effect on the financial statements at that date or for the period then ended, other than those reflected or fully disclosed in the books of accounts.

25 MHL: The Company incurred loss of US$ 4,473,728 during the 15 months period ended 31 March 2011 and, as of that date, the company’s total current liabilities exceeded its total current assets by US$ 18,904,289 including loan from Binani Cement Limited of US$ 15,000,000, Bhumi Resources ( Singapore ) PTE Ltd of US$ 9,150,000 and Krishna Holdings Pte Ltd.( KHL) US$ 9,700,000. The holding company, however, has agreed to provide unconditional financial support to the company to enable the company to operate as a going concern and to discharge its obligations as and when they fall due.

26 BCF LLC: Dividends declared and paid during the year of AED Nil (Previous Year AED 12,777,200)27 Previous year/ period figures have been regrouped / rearranged wherever necessary to conform with the figures of the current year/

period.

Braj BinaniChairman












96



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

PARTICULARS For the Year ended 31st

March, 2011

For the Year ended 31st

March, 2010A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax before Prior Period Items 1,757.42 43,317.00 Adjustments for :Depreciation/Amortisation 11,758.24 10,846.12 Interest and Finance Charges 13,736.82 11,810.36 Loss on Sale / Discard of Fixed Assets 310.90 605.22 Dividend Received (355.04) (195.82)Interest Income (881.89) (270.90)Operating Profit before working capital changes 26,326.45 66,111.98 Adjustments for :Inventories 568.52 8,449.20 Trade and Other Receivables 21,264.54 18,858.30 Trade and Other Payables 1,181.03 (25,162.19)Cash Generated from Operations 49,340.55 68,257.29 Direct Taxes Paid / Refunds (6,065.74) (4,002.47)Net Cash Flow from Operating Activities 43,274.81 64,254.82

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (including capital work-in-progress) (43,110.50) (27,633.58)Investments (including investment in Subsidiary) (35,900.55) (51,472.55)Sale of Fixed Assets 56.09 17.12 Interest and Dividend Income Received 1,143.81 372.90 Investment / Proceed from Fixed Deposit with Bank 1,080.78 (1,080.48)Other Advances (Including advances to the Holding Company, Subsidiaries & fellow Subsidiaries) 2,884.05 (474.77)Net Cash Flow from Investing Activities (73,846.32) (80,271.36)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowings 39,876.47 61,838.85 Towards Share capital of Subsidiary 49,227.88 22,635.96 Repayment of Long Term Borrowings (25,041.12) (18,190.02)Dividend / Dividend Distribution Tax Paid (8,316.64) (6,467.44)(Repayment of)/ Proceeds from Bank Borrowings (Net) 7,291.92 (729.19)Proceeds from Trade Deposits 272.58 395.01 Buy Back of Shares (13,050.00) - Interest and Finance Charges Paid (13,970.68) (13,292.89)Proceeds from Short Terms Borrowings (Net) - 15,000.00 Repayment of Short Terms Borrowings (Net) (5,000.00) (29,000.00)Net Proceed from Unsecured Loan (2,844.50) 414.74 Increase in Reserves 740.78 436.59 Net Cash Flow from Financing Activities 29,186.70 33,041.61

D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (1,384.82) 17,025.07 E. OPENING CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 36,194.97 19,169.90 F. CLOSING CASH AND CASH EQUIVALENTS AS THE END OF THE YEAR* 34,810.15 36,194.97

97


Note:1. Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 “ Cash Flow

Statements” as specified in the Companies (Accounting Standards) Rules, 2006.

2. CLOSING CASH AND CASH EQUIVALENTS AS PER BOOKS Rs. In Lakhs

Particular For the year ended 31st

March, 2011

For the year ended 31st

March, 2010

Cash in hand 24.23 15.82 Remittances in transit and cheques in hand 2.58 - Current Accounts 19,231.47 18,943.70 Deposit Accounts Less than 3 month 15,551.87 17,235.45 * Total of cash & Cash Equivalents 34,810.15 36,194.97

Fixed Deposit more than 3 month - 1,080.48

Total of Cash & Bank Balances 34,810.15 37,275.45

3. Previous year figures have been recast / regrouped wherever considered necessary.

Braj BinaniChairman












98


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1,

2010

3Re

latio

n w

ith B

inan

i Ce

men

t Ltd

(BCL

)Su

bsid

iary

of

BCL

Subs

idia

ry o

f BC

LSu

bsid

iary

of

BCL

Subs

idia

ry o

f BC

LSu

bsid

iary

of

BCL

Subs

idia

ry o

f BC

LSt

epdo

wn

Subs

idia

ry o

f BC

L (S

ubsi

diar

y of

MH

L &

M

UH

L)

Step

dow

n Su

bsid

iary

of

BCL

(S

ubsi

diar

y of

KH

L)

Step

dow

n Su

bsid

iary

of

BCL

(S

ubsi

diar

y of

Bi

nani

Cem

ent

Fact

ory,

LLC

D

ubai

)

Step

dow

n Su

bsid

iary

of

BCL

(S

ubsi

diar

y of

Bi

nani

Cem

ent

Fact

ory,

LLC

D

ubai

)

Step

dow

n Su

bsid

iary

of

BCL

(S

ubsi

diar

y of

Bi

nani

Cem

ent

Fact

ory,

LLC

D

ubai

)

Step

dow

n Su

bsid

iary

of

BCL

(Sub

sidi

ary

of B

hum

i Re

sour

ces

(Sin

gapo

re) P

te

Ltd)

4In

form

atio

n pu

rsua

nt to

Sec

. 212

(3)

A)Ex

tent

of t

he H

oldi

ng C

ompa

ny's

inte

rest

in th

e Su

bsid

iary

as

at th

e en

d of

the

Fina

ncia

l Yea

r / P

erio

d :

Num

ber o

f Equ

ity

Shar

es8,

77,7

6,67

0 Sh

ares

of S

GD

1 ea

ch

11,

100,

000

Ordi

nary

Sh

ares

of U

SD

1 ea

ch

41,

400,

000

Ordi

nary

Sh

ares

of U

SD

1 ea

ch

50,0

00 S

hare

s of

Rs.

10/-

Eac

h50

,000

Sha

res

of R

s.10

/- E

ach

1,2

0,00

,000

Or

dina

ry

Shar

es o

f USD

1

each

31,

943

Shar

es

of A

ED 1

,000

ea

ch

Shar

e Ca

pita

l is

not d

ivid

ed in

to

No.

of S

hare

s (A

mou

nt o

f Sh

are

Capi

tal

in R

mb

4,49

9.94

lakh

s eq

uiva

lent

to

Rs. 3

1,09

5.06

la

khs)

10

Shar

es o

f U

SD 5

00 e

ach

250

Ord

inar

y Sh

ares

of

Mau

ritia

n Ru

pee

100

each

100

0 Sh

ares

of

SGD

100

eac

h 6

,00,

000

Shar

es o

f ID

R 9,

480

each

Num

ber o

f Pr

efer

ence

sha

res

96,3

1,83

5 Sh

ares

of S

GD

1 ea

ch

-

-

-

-

-

-

-

-

-

-

-

%

of

Shar

e H

oldi

ng

(Exc

ludi

ng

Pref

eren

ce

Shar

e Ca

pita

l)

55.5

4% h

eld

by

BCL

bala

nce

44.4

6% h

eld

by

MH

L

100%

Hel

d By

BC

L10

0% H

eld

By

BCL

100%

Hel

d By

BC

L10

0% H

eld

By

BCL

100%

Hel

d By

BC

L49

% h

eld

by

MH

L / 5

1%

held

by

MU

HL

( Ben

efic

ial

Inte

rest

)

90%

hel

d by

KH

L10

0% h

eld

by B

CF ,L

LC

Dub

ai

100%

hel

d by

BCF

,LLC

D

ubai

100%

hel

d by

BCF

,LLC

D

ubai

100%

hel

d by

Bhu

mi

Reso

urce

s (S

inga

pore

) Pte

Lt

d.B)

Net

agg

rega

te a

mou

nt o

f Pro

fits

/ (Lo

sses

) of t

he s

ubsi

diar

y so

far

it co

ncer

ns m

embe

rs o

f BCL

, not

dea

lt w

ith in

the

stan

dalo

ne a

ccou

nts

of th

e co

mpa

ny :

a) F

or t

he f

inan

cial

ye

ar /

per

iod

of t

he

subs

idia

ry a

fore

said

(R

s. L

akhs

)

54.

81

(1,4

52.2

1) (1

,442

.09)

(0.4

6) (0

.32)

0.6

5 (1

,753

.56)

75.

22

(1,0

59.5

9) -

3

.08

38.

19

b) F

or t

he p

revi

ous

finan

cial

ye

ar

/ pe

riod

of

the

subs

idia

ry

sinc

e it

beca

me

the

hold

ing

com

pany

's

subi

sidi

ary

( Rs

. La

khs)

(22.

29)

(474

.85)

510

.39

-

-

-

1,0

24.6

4 3

82.3

7 -

-

-

-

5In

form

atio

n pu

rsua

nt to

Sec

tion

212

(5) (

SEE

NOT

E 2)

Not

es

1)

B

CF

had

inco

rpor

ated

five

com

pani

es v

iz B

C T

rade

Lin

k Li

mite

d (T

anza

nia)

, B

inan

i Cem

ent

Com

pany

WLL

(Kuw

ait)

, B

inan

i Cem

ent

Fact

ory

(Ken

ya) L

Imite

d, B

inan

i Cem

ent

SAR

L (D

jibou

ti) a

nd B

inan

i Cem

ent

(Uga

nda)

Lim

ited

on 2

9th

Augu

st 2

007,

28t

h Ju

ly 2

010,

3rd

Sep

tem

ber

2010

, 3r

d N

ovem

ber

2010

& 2

2nd

Dec

embe

r 20

10 r

espe

ctiv

ely.

The

ir fi

rst a

ccou

ntin

g pe

riod

wou

ld b

e fr

om th

e da

te o

f inc

orpo

ratio

n to

31s

t D

ecem

ber

2011

. How

ever

, the

ir u

naud

ited

finan

cial

sta

tem

ents

from

the

date

of i

ncor

pora

tion

to 3

1st M

arch

, 201

1 ha

ve b

een

cons

ider

ed fo

r co

nsol

idat

ion.

2)

Dur

ing

the

curr

ent y

ear,

the

finan

cial

sta

tem

ents

of s

ubsi

diar

ies

incl

udin

g st

ep d

own

subs

idia

ries

( w

hose

aco

untin

g ye

ar/p

erio

d en

ded

on 3

1st D

ecem

ber

2010

) for

thei

r re

spec

tive

peri

od e

nded

31s

t Mar

ch, 2

011

have

bee

n co

nsid

ered

for

cons

olid

atio

n w

ith th

e C

ompa

ny’s

fina

ncia

l sta

tem

ents

for

the

year

end

ed o

n th

e sa

me

date

. Hen

ce in

form

atio

n re

quir

ed to

be

prov

ided

pur

suan

t to

sec.

212

(5) i

s no

t app

licab

le.

Bra

j Bin

ani

Cha

irm

an

P. A

char

yaSr

. Exe

cutiv

e D

irec

tor

&W

hole

time

Dir

ecto

rP

lace

: M

umba

iD

ate

: 22

nd A

pril,

201

1

For

and

on b

ehal

f of t

he B

oard

of D

irec

tors

R. V

enki

tesw

aran

Chi

ef F

inan

cial

Off

icer

- G

roup

Con

trol

Acc

ount

s

Atu

l P. F

algu

nia

Com

pany

Sec

reta

ry

99


SUM

MAR

ISED

FIN

ANCI

AL IN

FORM

ATIO

N IN

RES

PECT

OF

SUBS

IDIA

RIES

OF

THE

COM

PAN

Y IN

COM

PLIA

NCE

WIT

H T

HE

EXEM

PTIO

N G

RAN

TED

BY T

HE

MIN

ISTR

Y OF

COR

PORA

TE

AFFA

IRS

UN

DER

SECT

ION

212

(8) O

F TH

E CO

MPA

NIE

S AC

T, 1

956.

(Am

ount

in L

akhs

)Sr

.N

o.N

ame

of th

e Su

bsid

iary

Co

mpa

nyCo

untr

y of

In

corp

orat

ion

Rela

tions

hip

Fina

ncia

l yea

r en

ded

onCu

rren

cyCa

pita

lRe

serv

esTo

tal A

sset

sTo

tal

Liab

ilitie

sDe

tails

of

Inve

stm

ents

(e

xcep

t in

vest

men

t in

subs

idia

ries

)

Turn

Ove

r ex

clud

ing

othe

r in

com

e

Prof

it/(L

oss)

be

fore

ta

xatio

n

Prof

it/(L

oss)

af

ter

Prio

r ite

ms

Prov

isio

n fo

r Ta

xatio

n

Prof

it / (

Loss

) af

ter

taxa

tion

Prop

osed

Di

vide

nd

1Kr

ishn

a H

oldi

ngs

Pte.

Lt

d.(K

HL)

Sing

apor

eSu

bsid

iary

of

BCL

31-D

ec-2

010

USD

682

.78

0.5

3 9

13.2

3 2

29.9

3 -

-

1.2

1 1

.19

0.0

0 1

.19

-

INR

31,

100.

66

23.

97

41,

597.

78

10,

473.

15

-

- 5

5.58

5

5.02

0

.21

54.

81

-

2M

ukun

dan

Hol

ding

s Lt

d.

(MH

L)Br

itish

Virg

in

Isla

nds

Subs

idia

ry o

f BC

L31

-Dec

-201

0U

SD 1

11.0

0 (3

9.08

) 9

95.5

4 9

23.6

2 -

-

(31.

61)

(31.

61)

-

(31.

61)

-

INR

5,0

56.0

5 (1

,779

.87)

45,

347.

05

42,

070.

87

-

- (1

,452

.21)

(1,4

52.2

1) -

(1

,452

.21)

-

3M

urar

i Hol

ding

s Lt

d.

(MU

HL)

Briti

sh V

irgin

Is

land

sSu

bsid

iary

of

BCL

31-D

ec-2

010

USD

414

.00

(20.

98)

802

.52

409

.50

-

- (1

7.96

) (3

1.39

) -

(3

1.39

) -

INR

18,

857.

70

(955

.68)

36,

554.

62

18,

652.

60

-

- (8

24.9

7) (1

,442

.09)

- (1

,442

.09)

-

4Sw

iss

Mer

chan

dise

In

fras

truc

ture

Lim

ited

(Sw

iss)

Indi

aSu

bsid

iary

of

BCL

31-M

ar-2

011

INR

1,3

51.0

0 (0

.46)

1,3

50.6

2 0

.08

-

-

(0.4

6) (0

.46)

-

(0.4

6) -

5M

erit

Plaz

a Li

mite

d (M

erit)

Indi

aSu

bsid

iary

of

BCL

31-M

ar-2

011

INR

10.

00

(0.3

2) 9

.76

0.0

8 -

-

(0

.32)

(0.3

2) -

(0

.32)

-

6Bh

umi R

esou

rces

(Sin

ga-

pore

) Pte

. Ltd

(Bhu

mi)

Sing

apor

eSu

bsid

iary

of

BCL

31-D

ec-2

010

USD

120

.00

0.0

1 1

20.0

5 0

.04

-

-

0.0

1 0

.01

0.0

0 0

.01

-

INR

5,4

66.0

0 0

.65

5,4

68.4

2 1

.79

-

-

0.6

8 0

.68

0.0

3 0

.65

-

7Bi

nani

Cem

ent F

acto

ry

LLC

(BCF

)U

nite

d Ar

ab

Emira

tes

Subs

idia

ry o

f M

HL

& M

UH

L31

-Dec

-201

0AE

D 3

19.4

3 8

33.4

5 2

,314

.26

1,1

61.3

8 -

4

53.9

1 (1

39.2

4) (1

39.2

4) -

(1

39.2

4) -

INR

3,9

62.0

8 1

0,33

7.76

2

8,70

5.16

1

4,40

5.32

-

5

,678

.15

(1,7

53.5

6) (1

,753

.56)

-

(1,7

53.5

6) -

8Sh

ando

ng B

inan

i Ron

g'An

Ce

men

t Co.

Ltd

. (SB

RCC)

Chin

aSu

bsid

iary

of

KHL

31-D

ec-2

010

RMB

4,4

99.9

4 1

90.9

1 7

,265

.12

2,5

74.2

7 -

1

,090

.63

17.

04

17.

04

5.1

9 1

1.86

-

INR

31,

095.

06

1,31

9.19

5

0,20

2.74

1

7,78

8.49

-

7

,410

.93

115

.74

115

.74

35.

24

80.

50

-

9Bi

nani

Cem

ent F

acto

ry

(SFZ

) Ltd

. (BC

F (S

FZ))

Repu

blic

of

Suda

nSu

bsid

iary

of

BCF

31-D

ec-2

010

SDG

0.1

2 (5

2.68

) 2

6.14

7

8.70

-

8

1.25

(5

2.68

) (5

2.68

) -

(5

2.68

) -

INR

2.1

6 (9

66.7

4) 4

79.6

9 1,

444.

27 -

1

,629

.68

(1,0

59.5

9) (1

,059

.59)

-

(1,0

59.5

9) -

10Bi

nani

Cem

ent F

acto

ry

Mau

ritiu

s (B

CF M

)M

aurit

ius

Subs

idia

ry o

f BC

F31

-Dec

-201

0M

UR

0.2

5 -

5

13.8

6 5

13.6

1 -

-

-

-

-

-

-

INR

0.3

8 -

7

97.9

9 7

97.6

0 -

-

-

-

-

-

-

11Bi

nani

Cem

ent C

o. L

td

Suda

n (B

CCL)

Repu

blic

of

Suda

nSu

bsid

iary

of

BCF

31-D

ec-2

010

SDG

1.0

0 0

.16

4.2

2 3

.06

-

44.

70

0.1

6 0

.16

-

0.1

6 -

INR

18.

35

2.8

9 7

7.36

5

6.12

-

8

75.9

7 3

.08

3.0

8 -

3

.08

-

12PT

Ang

gana

Ene

rgy

Reso

urce

s (A

ngga

na)

Indo

nesi

aSt

ep-d

own

Sub

-si

diar

y of

Bhu

mi

Reso

urce

s

31-D

ec-2

010

IDR

54,

630.

00

7,5

43.6

5 2

42,4

54.5

6 1

80,2

80.9

1 -

- 9

,545

.88

9,5

45.8

8 2

,002

.23

7,5

43.6

5 -

INR

280

.42

38.

73

1,2

44.5

1 9

25.3

6 -

- 4

8.32

4

8.32

1

0.13

3

8.19

-

Not

es

1)

Indi

an R

upee

s eq

uiva

lent

figu

res

have

bee

n ar

rived

at b

y app

lyin

g th

e ye

ar e

nd e

xcha

nge

rate

s pr

evai

ling

on 3

1st D

ecem

ber 2

010

for a

ll As

sets

& L

iabi

litie

s w

hich

are

as

follo

ws:

a) f

or K

HL,

MH

L,M

UH

L &

Bhu

mi 1

USD

= R

s. 4

5.55

, b) f

or S

BRCC

1

RMB

= Rs

. 6.9

1, c

) fo

r BCF

(SFZ

) & B

CCL

1 SG

D =

Rs.

18.3

5, d

) for

BCF

1 A

ED =

Rs.

12.

40,

e) fo

r Ang

gana

1 ID

R =

Rs.0

.01,

f) f

or B

CFM

1 M

UR

= Rs

. 1.5

5. R

even

ue it

ems

are

arriv

ed b

y ap

plyi

ng th

e av

erag

e ra

tes

prev

ailin

g du

ring

the

year

/ p

erio

d w

hich

are

as

follo

ws:

a) f

or K

HL,

MH

L &

MU

HL

1 U

SD =

Rs.

45.

94,

b) fo

r Bhu

mi 1

USD

= R

s. 4

6.07

, c)

for B

CF 1

AED

= R

s. 1

2.51

, d)

for S

BRCC

1 R

MB

= Rs

. 6.8

0, e

) for

BCF

(SFZ

) 1 S

GD =

Rs.

20.0

6, f

) for

BCC

L 1

SDG

= R

s 19

.60,

g)

for A

ngga

na 1

IDR

= Rs

. 0.0

0506

2)

BCF

had

inco

rpor

ated

five

com

pani

es v

iz B

C Tr

ade

Link

Lim

ited

(Tan

zani

a),

Bina

ni C

emen

t Com

pany

WLL

(Kuw

ait),

Bin

ani C

emen

t Fac

tory

(Ken

ya) L

Imite

d, B

inan

i Cem

ent S

ARL

(Djib

outi)

and

Bin

ani C

emen

t (U

gand

a) L

imite

d on

29t

h Au

gust

200

7, 2

8th

July

201

0, 3

rd S

epte

mbe

r 201

0, 3

rd N

ovem

ber 2

010

& 2

2nd

Dec

embe

r 201

0 re

spec

tivel

y. Th

eir f

irst a

ccou

ntin

g pe

riod

wou

ld b

e fr

om th

e da

te o

f inc

orpo

ratio

n to

31s

t Dec

embe

r 201

1. H

owev

er, t

heir

unau

dite

d fin

anci

al

stat

emen

ts fr

om th

e da

te o

f inc

orpo

ratio

n to

31s

t Mar

ch, 2

011

have

bee

n co

nsid

ered

for c

onso

lidat

ion.

Bra

j Bin

ani

Cha

irm

an

P. A

char

yaSr

. Exe

cutiv

e D

irec

tor

&W

hole

time

Dir

ecto

rP

lace

: M

umba

iD

ate

: 22

nd A

pril,

201

1

For

and

on b

ehal

f of t

he B

oard

of D

irec

tors

R. V

enki

tesw

aran

Chi

ef F

inan

cial

Off

icer

- G

roup

Con

trol

Acc

ount

s

Atu

l P. F

algu

nia

Com

pany

Sec

reta

ry

100



NOTES

101


BINANI CEMENT LIMITEDRegistered Office: 37/2, Chinar Park, New Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157

Corporate Office: Mercantile Chambers, 12, J.N. Heredia Marg, Ballard Estate, Mumbai – 400001

CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE

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

(2) Registered address of the sole/ : first named shareholder

(3) Registered folio No./DP ID No./Client ID No.* : (*Applicable to investors holding shares in dematerialized form)

(4) No. of Shares held :

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

(6) My email id is:

Place:

Date: ____________________________________________

(Name and Signature of the Member

102



THIS PAGE H

AS BEEN IN

TENTIONALLY

LEFT BLANK

103


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