Binani Cement Annual Riport COVER SAP

Transcription

Binani Cement Limited
(A subsidiary of Binani Industries Limited)
BOARD OF DIRECTORS
Mr. Braj Binani – Chairman
Mrs. Nidhi Singhania
Mr. V. Subramanian
Mr. Ramakrishna Moogimane
Mr. P. Acharya - Wholetime Director – upto 15th July 2013
Mr. T.R.C.Nair
Miss Shradha Binani – effective 5th August, 2012
Mr. S.Sridhar – effective 5th August, 2012
AUDIT COMMITTEE
Mr. V. Subramanian
Mr. T.R.C. Nair
EXECUTIVE DIRECTOR & CFO – GROUP CONTROL
ACCOUNTS (Nominated by Holding Company)
Mr. R. Venkiteswaran
COMPANY SECRETARY
PLANT LOCATIONS
1.Binani Cement Limited
Binanigram, Pindwara, Sirohi,
Rajasthan – 307031.
2.
Village : Sirohi, Taluka : Neem Ka Thana
District : Sikar Rajasthan.
3. Shandong Binani RongAn Cement
Company Limited
Fujiazhuang Village, Dongguan Town,
Ju County of Rizhao Municipality
Shandong Province,
Peoples Republic of China.
4.
Binani Cement Factory LLC
Jebel Ali, Dubai, UAE
Mr. Atul P. Falgunia
MARKETING OFFICES
AUDITORS
1.
705-706, Sakar II, Ellisbridge, Ahmedabad – 380 006
2.
231,233,235, Ansal Chambers – II,
6, Bhikaji Cama Place, Delhi – 110 066
3.
Miracle, 22, Shubham Enclave
Parivahan Marg, C Scheme, Jaipur – 302 001
4.
Flat no. 2&3, Jeet Apartments, Airport Road,
Ratanada, Jodhpur – 342001
5.
B-211, Second Floor, Pacific Business Park, Plot No. 37/1,
Site IV, Sahibabad, Ghaziabad - 201010 (U.P.)
6.
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.
M/s. Kanu Doshi Associates
TERM LENDERS & BANKERS
Bank of Baroda
Central Bank of India
Canara Bank
Dena Bank
Indian Overseas Bank
IDBI Bank Limited
Jammu & Kashmir Bank Limited
Oriental Bank of Commerce
Punjab National Bank
State Bank of Patiala
State Bank of Bikaner & Jaipur
Syndicate Bank
State Bank of India
Unicredit Bank AG
Union Bank of India
United Bank of India
Yes Bank Limited
REGISTRAR & SHARE TRANSFER AGENTS
M/s Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (w)
Mumbai - 400 078.
REGISTERED OFFICE
CONTENTSPage
Notice for the 17th Annual General Meeting
Directors’ Report, Management Discussion &
Analysis Report
6-14
Corporate Governance Report
15-22
Auditors Report on Standalone Financial Statements
23-25
Standalone Financial Statements
26-58
601, Axis Mall, C Block, Action Area-1,
New Town, Rajarhat, Kolkata-700 156.
Auditors Report on Consolidated Financial Statements
CORPORATE & MUMBAI OFFICE
Abstract of Financial Statements of Subsidiaries
Mercantile Chambers, 12, J.N. Heredia Marg,
Ballard Estate, Mumbai – 400 001.
2-5
Consolidated Financial Statements
Green Initiative 59
60-91
92
93-94
Proxy Form & Attendance Slip for 17th Annual General Meeting
95
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an n u al re p o rt 2 0 1 2 - 1 3
NOTICE TO SHAREHOLDERS
Notice is hereby given that the 17th Annual General Meeting
of the Members of the Company will be held on Saturday,
28th September, 2013 at 2.15 p.m or immediately after the
conclusion of the 13th Annual General Meeting of Binani Zinc
Limited if the meeting concludes after 2.15 p.m., at Kala Mandir, 48,
Shakespeare Sarani, Kolkata -700 017, to transact the following
business:
257 of the Companies Act, 1956, proposing Mr. S. Sridhar’s
candidature for the office of the Director, be and he is
hereby appointed as a Director of the Company, liable to
retire by rotation.”
7.
To consider, and if thought fit, to pass, with or without
modification(s), the following Resolution, as a Special
Resolution
“RESOLVED THAT pursuant to the provisions of Section 31
and all other applicable provisions, if any of the Companies
Act, 1956 and Rules framed thereunder and subject to
such approvals and permissions as may be necessary, the
Articles of Association of the Company be altered as under
by inserting the following new Articles/Sub-Articles:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Balance Sheet as at
31st March, 2013 and the Statement of Profit & Loss for the
year ended on that date together with the Reports of the
Directors and Auditors thereon.
2.
To appoint a Director in place of Mr. Ramkrishna
Moogimane, who retires by rotation and being eligible,
offers himself for reappointment.
3.
To appoint a Director in place of Mrs. Nidhi Singhania,
who retires by rotation and being eligible, offers herself
for reappointment.
4 To reappoint M/s Kanu Doshi Associates, Chartered
Accountants as Statutory Auditors of the Company to hold
office from the conclusion of this Annual General Meeting
till the conclusion of the next Annual General Meeting and
authorize the Board of Directors / Audit Committee to fix
their remuneration.
SPECIAL BUSINESS:
5.
To consider and if thought fit, to pass, with or without
modification(s), the following, as an Ordinary Resolution
“RESOLVED THAT Miss Shradha Binani who was appointed
as an Additional Director by the Board of Directors and
who in terms of Section 260 of the Companies Act, 1956
read with Article 85, 85A and Article 89 of the Articles of
Association of the Company, holds such office upto the date
of this Annual General Meeting and in respect of whom the
Company has received a notice alongwith a deposit of ` 500
/- from a Member of the Company under Section 257 of
the Companies Act, 1956 proposing Miss Shradha Binani’s
candidature for the office of the Director, be and she is
hereby appointed as a Director of the Company, liable to
retire by rotation.”
6.
To consider and if thought fit, to pass, with or without
modification(s), the following as an Ordinary Resolution
“RESOLVED THAT Mr. S. Sridhar who was appointed
as an Additional Director by the Board of Directors and
who in terms of Section 260 of the Companies Act, 1956
read with Article 85, 85A and Article 89 of the Articles of
Association of the Company, holds such office upto the date
of this Annual General Meeting and in respect of whom
the Company has received a notice alongwith a deposit
of ` 500 /- from a Member of the Company under Section
2
a. Article 67A after existing Article 67
“For the purpose of quorum at any General Meeting
participation by Members in General Meeting through
video conferencing or through any other electronic
or such other media as permitted by applicable laws
from time to time, shall be considered as valid.”
b. Article 76 (3) after Article 76(2)
“The voting in a General Meeting or by Postal Ballots
shall also include electronic voting as permitted by
the applicable laws from time to time.”
c. Article 111A after existing Article 111
“For the purpose of quorum, participation by Directors
at any Board Meeting or Committee Meeting through
video conferencing or through any other electronic or
other media, as permitted by applicable laws from
time to time, shall be considered as valid.”
d. sub-Article 161 (3) after existing Article 161 (2)
“Notwithstanding anything contrary contained in the
Articles of Association, the Company may send any
communication including Notice of General Meeting,
Annual Reports to any person by electronic mode, as
may be permitted under the law.”
“RESOLVED FURTHER THAT the Board of Directors of the
Company be and it is hereby authorized to take all such
steps, as may be necessary to give effect to this Resolution.”
By Order of the Board
For Binani Cement Limited
Atul P. Falgunia
Company Secretary
Place : Mumbai
Date: 27th July, 2013
NOTES :
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED
NOT BE A MEMBER OF THE COMPANY.
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 Member of the Company, unless a certified copy
of the Resolution appointing him/her as duly authorized
representative has been deposited at the Registered Office
of the Company not less than 48 hours before the time fixed
for the meeting.
4. The Register of Members and Share Transfer Books
of the Company will remain closed from Monday,
23rd September, 2013 to Saturday , 28th September, 2013
(both days inclusive).
5.
Those Members who have not encashed their Dividend
Warrants for the Financial Year ended 31st March, 2007,
31st March, 2008 , 31st March, 2009, 31st March, 2010 and
31st March, 2011 may lodge a claim with the Company
failing which the balance will be transferred to the
Investor Education and Protection Fund established by the
Central Government on or before 07.08.2014, 04.08.2015,
07.08.2016, 06.08.2017 and 06.08.2018 respectively. After
the above dates, the Members are not entitled to claim the
amount pursuant to the existing provisions of Section 205 C
(2) of the Companies Act, 1956.
6.
A brief profile in respect of the Directors proposed to be
reappointed under item nos. 2 and 3 of the Notice is
annexed hereto and forms part of this Notice.
7.
Explanatory Statement pursuant to Section 173 (2) of the
Companies Act, 1956 in respect of item nos. 5, 6 and 7 of
the Notice alongwith a brief write up about the Director
proposed to be appointed are also annexed hereto.
8.
The documents, as required under the provisions of the
Companies Act, 1956, will be available for inspection during
working hours from 11.00 a.m. to 1.00 p.m. at the Registered
Office of the Company on any working day except Saturdays
and Sundays upto the date of the Annual General Meeting.
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. The Ministry of Corporate Affairs, Government of India, vide
Circular No. 17/2011 has allowed service of documents
by e-mode as a part of Green initiative. Members are
requested to register their e-mail addresses with the
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
11. The Annual Accounts of the Company and all
its
subsidiaries, have also been posted on the Company’s
website www.binani.com. Any Member may access the
Company’s website for the Annual Accounts of the Company
and its Subsidiaries and also available for inspection at the
Registered Office and Corporate Office of the Company.
12. Members are requested to:
a) notify promptly any change in their address and
send all correspondence relating to shares including
requests for transfers, change of status, change of
mandate, fresh mandate etc either to the Company
at its Registered Office or to the Company’s Registrar
and Share Transfer Agents M/s Link Intime Pvt.
Limited. Unit: Binani Cement Limited, C-13 Pannalal
Silk Mills Compound, L.B.S .Marg, Bhandup (W),
Mumbai -400 071, Tel. No. 022-25946970 - Fax: 02225946969 E-mail: rnt.helpdesk@linkintime.co.in
b)
notify the change in the address and change in the bank
mandate to the concerned Depository Participants
only if the shares are held in dematerialized form.
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.
Explanatory Statement under Section 173 (2) of the Companies
Act, 1956.
Item No. 5
Miss Shradha Binani was appointed as an Additional Director on
the Board effective 5th August, 2012 at the Meeting of the Board
of Directors held on 20th July, 2012. She holds office as Director
upto the date of this Annual General Meeting. The Company has
received a notice from a Member alongwith a deposit of ` 500/proposing her appointment, as a Director of the Company.
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an n u al re p o rt 2 0 1 2 - 1 3
Miss Shradha Binani, aged 25 years, holds a Bachelors Degree
in Science and International Politics from the City University,
London. She belongs to the Promoter Group and is advising on the
International operations of Glass Fibre business. She has, during
her studies, undertaken keen interest in international marketing
and has been associated with acquisition of 3B Fibreglass, Europe,
the rebuild of furnace and expansion of capacity in Glassfibre
business of the Group.
In addition to Binani Cement Limited, Miss Shradha Binani is also
a Director of Binani Industries Limited and Alternate Director in
Binani Metals Limited.
The Board believes that Miss Shradha Binani’s knowledge and
valuable guidance would be beneficial to the Company. Therefore,
your Directors recommend appointment of Miss Shradha Binani,
as Director of the Company.
Except Mr. Braj Binani and Mrs Nidhi Singhania, none of the
Directors is in any way concerned or interested in this Resolution.
Item No. 6
As part of the continous endeavor to broadbase the Board by
inducting professionals from diverse field, Mr. S. Sridhar was
appointed as an Additional Director on the Board effective
5th August, 2012 at the Meeting of the Board of Directors held on
20th July, 2012. He holds office as Director upto the date of this
Annual General Meeting. The Company has received a notice from
a Member alongwith a deposit of ` 500 /- proposing appointment of
Mr. S. Sridhar, as a Director of the Company.
Mr. S. Sridhar, aged 62 years, holds degree from IIT, Delhi and did
his Masters from Jamnalal Bajaj Institute of Management Studies,
Mumbai. He is a banker with more than 38 years experience in
Commercial and Development Banking of which 10 years has been
at CEO/Board level. He had been the Chairman and Managing
Director of Central Bank of India until May 2011 and also of National
Housing Bank. He is widely acknowledged to be a innovative, market
oriented banker and strategic thinker providing transformational
leadership to the organizations he has worked. Mr. Sridhar has
been a pioneer in championing the concept of affordable housing
in India and contributed significantly to public policy formulation.
4
Mr. S. Sridhar is a Director on the Board of Directors of Strides
Arcolab Limited, Ferro Alloys Corporation Limited, Development
Credit Bank Limited, Sewa Grih Rin Private Limited, J.P. Morgan
Mutual Fund India Private Limited and Incube Trustee Company
Private Limited.
Mr. S. Sridhar’s knowledge, expertise and valuable guidance could
be of immense benefit to the Company. Hence, your Directors
recommend appointment of Mr. S. Sridhar as Director of the
Company.
Except for Mr. S. Sridhar, none of the Directors is in any way
concerned or interested in this Resolution.
Item No. 7
The Ministry of Corporate Affairs (MCA) vide Circular No. 27/2011
and 28/2011 dated 20th May, 2011 and Circular No. 35/2011 dated
6th June, 2011 permitted Companies to hold Board Meetings and
Shareholders’ Meeting through Video Conference facility. However,
participating through Video Conference facility at Shareholders
Meeting is currently optional.
Further, MCA vide Circular No. 17/2011 dated 21st April, 2011
allowed Companies to service of documents such as Notices/other
communications as required under Section 53 of the Companies
Act, 1956 through electronic mode provided that Company has
obtained e.mail addresses of its Members by giving advance
opportunity to shareholders to register their e.mail address.
To implement the above, alteration It is proposed to the Articles of
Association by inserting enabling provisions as set out in Special
Resolution under Item no. 7.
In terms of Section 31 of the Companies Act, 1956 approval of the
Members by way of Special Resolution is necessary to alter the
Articles of Association of the Company.
The Directors recommend the passing of the Special Resolution.
None of the Directors is concerned or interested in the Resolution.
The Articles of Association of the Company, incorporating the
proposed alteration will be available for inspection by the Members
of the Company during working hours from 11.00 a.m to 1.00 p.m
at the Registered Office of the Company on any working day except
Saturdays and Sundays upto the date of this Meeting.
PROFILE OF THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 2 and 3 OF THE NOTICE DATED 23rd APRIL, 2013
Name of the Director
Mr. Ramkrishna Moogimane
Date of Birth
69
29
Date of appointment on the Board as Director
23rd October, 2008
23rd April, 2009
Expertise in specific functional areas
Financial Consultant/Advisor
Coordination in International
Operations of Group
Qualification
M.A, LLB.
B.A with specialisation in Economics
Number of Equity shares held in the Company by the Nil
Director or for other persons on a beneficial basis
Nil
List of outside Directorships held
Binani Industries Limited
Binani Metals Limited
St. Gobain Securit India Limited
Summit Securities Limited
Chairman/Member of the Committees of Board of Chairman – Audit Committee
Directors of the Company
Member – Remuneration Committee
Member – Investor Relations Committee
Member – Finance Committee
Nil
Chairman/Member of the Committees of Board of Chairman – Audit Committee in St. Gobain Nil
Directors of other Companies in which he is a Director Securit India Limited
Member – Remuneration Committee in
St. Gobain Securit India Limited
Place:Mumbai
Date:27th July, 2013
By Order of the Board
Atul P. Falgunia
Company Secretary
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an n u al re p o rt 2 0 1 2 - 1 3
DIRECTORS’ REPORT
Dear Shareholders,
INVESTMENTS IN SUBSIDIARIES
Your Directors have pleasure in presenting the Seventeenth
Annual Report of the Company along with the Audited Financial
Statements for the Financial Year ended 31st March, 2013.
During the year under review, with a view to provide back up
support to the operating subsidiaries overseas, the Company has
further invested ` 1,025 lakhs in its subsidiary Murari Holdings
Limited by providing capital support for meeting its long term
obligations. Further, an aggregate amount of ` 17,906 lakhs
granted to Murari Holdings Limited and Mukundan Holdings
Limited as loans, was converted into Preference Shares which
were allotted in April, 2013.
FINANCIAL RESULTS
The Financial Results for the year ended 31st March, 2013 are
summarised below :
(` in Lakhs)
Particulars
Total Revenue
Profit before Depreciation, Interest,
Taxation and Exceptional Items.
Provision for Depreciation
Interest and Financial Charges
Profit/(Loss) before Tax & Exceptional items
Exceptional Items
Provision for Tax
Profit after Tax
Balance of Profit brought forward from
previous year
Surplus available for appropriation
Appropriations:
Transfer from Debenture Redemption Reserve
Balance carried forward to Balance Sheet
31st
March,
2013
228,018
31st
March,
2012
205,668
47,133
10,543
21,090
15,500
3,518
11,982
34,312
33,060
10,355
16,140
6,565
1,250
475
4,840
28,710
46,294
33,550
438
46,732
762
34,312
OPERATIONS OVERVIEW
During the year under review, the Company’s performance has
improved in terms of volume as well as turnover and profitability.
The Company has achieved highest ever production of 56.56
lakhs MT and sold 56.81 lakhs MT of cement as against 55.84
lakhs MT and 56.12 lakhs MT respectively in the previous year.
Operating Income increased from ` 202,781 lakhs to ` 221,694
lakhs i.e. by 9.33%, which is mainly because of higher sales
volume and prices.
Despite higher cost of inputs and logistics, Company’s Profit after
Tax improved to ` 11,982 lakhs mainly due to higher realizations
and lower fuel costs, as against ` 4,840 lakhs in the previous year.
The Cement Production and Power Generation details are as under:Production
Cement (Lakhs MT)
Power Generation (net) - Lakhs kWh
2012-13
56.56
3520.47
2011-12
55.84
3281.65
DIVIDEND
Even though the Company has earned good Profits after tax,
with a view to conserve resources for growth of the business , the
Directors have not recommended dividend for the financial year
ended 31st March, 2013.
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During the year under review, the Company has invested ` 255 lakhs
in Share Capital of Binani Ready Mix Concrete Limited (BRMC).
OUTLOOK
The Company has chalked out plans to implement its different
expansion and new projects in India and Overseas in high growth
markets. These projects, upon commissioning, are expected to
help the Company achieving boost in its performance on long
term sustainable basis.
SUBSIDIARY COMPANIES
In accordance with the general Circular No. 2/2011 dated
8th February, 2011 issued by the Ministry of Corporate Affairs,
Government of India, under Section 212 of the Companies Act,
1956,the Balance Sheet and Statement of Profit and Loss and
other documents of the Subsidiary Companies are not being
attached with the Balance Sheet of the Company. However, the
financial information of the Subsidiary Companies and also the
step down Subsidiaries are disclosed in this Annual Report
in compliance with the said Circular. The Annual Accounts
of the Subsidiary Companies are available to any Member of
the Company and kept for inspection by the Members, at the
Registered Office and Corporate Office of the Company. The
copies of the aforesaid Annual Accounts of the Subsidiary
Companies shall be provided to any Member of the Company
who may be interested in receiving the same.
PERFORMANCE OF SUBSIDIARIES
Binani Energy Private Limited : During the year under review,
the Company has acquired all the shares of Binani Energy
Private Limited (BEPL) to make it a wholly owned subsidiary of
the Company. Presently no activities are being carried out in the
said Company. It has proposed to acquire power assets in the
near future through Scheme of Arrangement. BEPL incurred a
loss of ` 0.23 lakhs for the year 2012-13.
Binani Ready Mix Concrete Limited: Binani Ready Mix Concrete
Limited (BRMC) has achieved a turnover of ` 2,333 lakhs but
due to higher costs the operations resulted in loss of ` 343
lakhs. Considering the liquidity constraints and the fact that
additional investments would not yield results, the Directors of
the Company have considered prudent to discontinue operations
of RMC business for the time being and to review re-entry into
RMC business at an appropriate time.
Swiss Infrastructure Limited & Merit Plaza Limited : Swiss
Infrastructure Limited and Merit Plaza Limited have reported
loss of ` 1.08 lakhs and ` 0.36 lakhs respectively for the year
ended 31st March, 2013.
the Company to its wholly owned subsidiary M/s Binani Energy
Private Limited (BEPL) with the Appointed Date of 1st April, 2013.
The Transfer of Assets and Liabilities shall be at the book value
for a consideration amount of ` 11,362.62 lakhs which is based
on Valuation Report of the Auditors. The Company has initiated
the process to file the Scheme with the High Court at Kolkata in
this regard.
MANAGEMENT DISCUSSION AND ANALYSIS
Overseas Holding Subsidiaries : Krishna Holdings Pte Limited,
incorporated in Singapore, earned a profit of ` 224 lakhs after tax
while Mukundan Holdings Limited (BVI) incurred a loss of ` 656
lakhs. Similarly Murari Holdings Limited (BVI) incurred a loss of
` 499 lakhs and Bhumi Resources (Singapore) Pte Limited
earned a profit of ` 122 lakhs after tax.
The Company’s shares have been delisted with effect from
23rd May, 2011 and as such the Company is not required to give
a Management Discussion and Analysis Report. However, the
Company has, as a measure of good corporate practice, annexed
the Management Discussion and Analysis to this Report.
Overseas Operating Subsidiaries : Shandong Binani Rongon
Cement Company Limited (SBRCC), China achieved a turnover
of ` 35,600 lakhs and incurred a loss of ` 3,600 lakhs due to
higher cost and low realizations. Further, Binani Cement Factory
LLC incorporated in United Arab Emirates (BCF LLC) achieved a
lower turnover of ` 7,553 lakhs. However, due to lower capacity
utilization, lack of demand, higher cost and low price realization,
it incurred loss of ` 4,219 lakhs during the year 2012-13.
Your Company is committed to adopt the good Corporate
Governance practices. The Company’s Equity Shares have been
delisted from the Stock Exchange and as such is not required
to submit Corporate Governance Report. However, a separate
section on voluntary compliance of Corporate Governance
together with a certificate from the Practising Company
Secretary, M/s. Uma Lodha & Company confirming compliance
is set out in the Annexure, forming part of this Report.
A Statement showing the details in respect of all the subsidiary
companies along with their brief results are given in the
Statement under Section 212 (8) as annexed to the Annual Report.
BOARD OF DIRECTORS
EXIT OFFER OF SHARES
The Exit Offer which opened on 30th May, 2011 closed after expiry
of one year on 29th May, 2012. At the end of the Offer on 29th May,
2012, the Promoters’ Shareholding has increased to 98.43%.
CORPORATE GOVERNANCE
In accordance with Article 100 of the Articles of Association
of the Company, Mr. Ramkrishna Moogimane and Mrs. Nidhi
Singhania, retire by rotation and being eligible, offer themselves
for reappointment.
SHIFTING OF REGISTERED OFFICE
During the year under review, Miss Shradha Binani and
Mr. S. Sridhar were appointed as Additional Directors on the
Board effective from 5th August, 2012. They hold office as
Additional Directors upto the date of the ensuing Annual General
Meeting. The Company has received a Notice from a Shareholder
alongwith a deposit of ` 500 /- each proposing the appointment of
Miss Shradha Binani and Mr. S. Sridhar, as Directors at the
ensuing 17th Annual General Meeting. The Board recommends
appointment/reappointment of the above Directors’.
The Company had taken an approval of the Members through
Special Resolution by Postal Ballot for shifting the Registered
Office of the Company from the State of West Bengal to State of
Rajasthan. The Company had filed a petition before the Regional
Director, Eastern Region which has been withdrawn later.
Mr. P. Acharya, Whole-time Director has resigned as Director
of the Company with effect from 15th July, 2013. The Directors
wish to place on record their appreciation for the significant and
valuable contribution made by Mr. P. Acharya during his tenure
as Whole-time Director.
The Company has now shifted its Registered Office from 37/2,
Chinar Park, New Town, Rajarhat Main Road, Kolkata -700 157
to 601, Axis Mall, C Block, Action Area -1, New Town, Rajarhat,
Kolkata -700 156 with effect from 19th June, 2013.
AUDITORS
PRIVATELY PLACED NON-CONVERTIBLE DEBENTURES
The Company had during the year fully redeemed the privately
placed Non-Convertible Debentures issued to Axis Bank Limited
Hence, the Debentures which were listed on Bombay Stock
Exchange have been delisted after 31st December, 2012.
SCHEME FOR TRANSFER OF POWER UNDERTAKING
With a view to give thrust to the Power Business, as a part
of the business strategy of the Group, the Directors of the
Company have proposed the transfer of Power Undertaking of
M/s Kanu Doshi Associates, Chartered Accountants, the Auditors
of the Company, retire at the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The retiring
Auditors have given their consent for re-appointment. The
Company has received a certificate under Section 224(1) of the
Companies Act, 1956 from the Auditors that their reappointment,
if made, will be in accordance with the limits as specified as
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an n u al re p o rt 2 0 1 2 - 1 3
per Section 224(1) of the Companies Act, 1956. The Directors
recommend their reappointment.
AUDITORS’ OBSERVATIONS
There are no qualifications in the Auditors Report on standalone
and consolidated financial statements and hence need no
explanations.
COST AUDIT
The Cost Audit Report for Audit of Cost Accounts of the Company
relating to Cement for the plants at Binanigram and Neem Ka
Thana for the year ended 31st March, 2013 will be filed with the
Ministry of Corporate Affairs, Government of India after approval
by the Board. Approval of the Central Government for the
reappointment of M/s K. G. Goyal & Co, Jaipur, Cost Accountants
as Cost Auditors for the year 2013-14 has been obtained.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared
in compliance with the Accounting Standard(AS) 21 issued by
the Institute of Chartered Accountants of India. With a view to
bridge the gap between the different accounting periods of the
Holding Company and the overseas subsidiaries and step down
subsidiaries whose accounting year /first accounting period
ended 31st December, 2012, the consolidation of their financial
statements has been done for the year/period ended 31st March,
2013.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with Section 217(2AA) of the Companies Act, 1956,
the Directors, to the best of their knowledge and belief and
according to the information and explanation obtained by them,
state that:
a)
in the preparation of the Annual Accounts for the year ended
31st March, 2013 , the applicable Accounting Standards have
been followed and proper explanation relating to material
departures, if any, have been furnished;
b)
accounting policies as listed in Note no. 24 to the standalone
financial statements have been selected, consistently
applied and prudent judgments and estimates have been
made so as to give true and fair view of the state of affairs of
the Company as on 31st March, 2013 and of the Profit of the
Company for the year ended on that date;
c)
proper and sufficient care for the maintenance of adequate
records in accordance with the provisions of the Companies
8
Act, 1956 has been taken so as to safeguard the assets of
the Company and to prevent and detect fraud and other
irregularities;
d) the annual accounts for the year ended 31st March, 2013
have been prepared on a going concern basis.
PARTICULARS UNDER SECTION 217 OF THE COMPANIES ACT
1956
Energy Conservation, Technology Absorption, Foreign Exchange
Earnings & Outgo
Statement of particulars as required under Section 217(1)(e) of
the Companies Act, 1956 read with the Companies ( Disclosure
of Particulars in the report of the Board of Directors) Rules, 1988
regarding conservation of energy, technological absorption,
foreign exchange earnings and outgo are provided in the
Annexure and form part of this Report.
Particulars of Employees
The statement of particulars of employees, as required under
Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended,
is annexed and forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude for the
assistance, continued co-operation and
support received
from the Holding Company, Government of India, the State
Governments, Financial Institutions, Banks, Valued Customers,
Dealers, Distributors, Market Organisers, Suppliers, Contractors
and all Stakeholders who have directly or indirectly contributed
in the growth of your Company.
Your Directors also take this opportunity to appreciate the
committed and dedicated services of the Executives, Staff and
Workers at all levels.
For and on behalf of the Board
Braj Binani
Chairman
Place :Mumbai
Date :27th July, 2013
ANNEXURE TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013.
PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
[A]CONSERVATION OF ENERGY
a)
Energy conservation measures taken
Cement Plant - Binanigram
1. Installed slip power recovery system in Calciner
string fan of Kiln2.
2. Optimized the Kiln string fan speed of Kiln 2 after
installation of analyzer in both calciner outlets.
3. Replacement of 04 nos. Cooler fans of 315kW
motors with 250 kW energy efficient motors
thereby reducing fixed losses.
4. Facilitate connectivity of RM2 to CF Silo 1 to avoid
production loss of Kiln 1 in want to raw meal and
vice versa of CF Silo 1 to RM2.
5.
Optimized performance of some critical jet pulse
filters for lowering differential pressure thereby
saving in power consumption and improved bags life.
6. Installed solar water heater in plant canteen and
colony mess.
7. Replacement of conventional sodium vapor well
glass type lights with LED type lights in Unit 1
Preheater (60 no’s)
8. Replaced 11 kW motor to low rating 7.5 kW
motor in RM 2 Reclaimer belt 332BC1 magnetic
separator.
9. Lighting transformer of CM4 area lighting also
used for CM3 lighting.
10. Facilities of connectivity of transformer (TR#3)
of CPP3 with main Incomer substation (MISS 1)
during stoppage of CPP1 thereby saving in T& D
losses.
Cement Plant – Neem ka Thana
1. Optimized JPFs fan (06 no’s) flow by changing size
of pulley.
2. Idle running of JPFs (411FN5, 411FN6) are avoided
by providing interlocking with respective drives.
3. Facility provided delta to star in low loading motors
(04 no’s drives)
4. Spare transformer breaker was continuously
charged to avoid moisture problem and consumed
No load power. Now charging optimized weekly
basis with 8 hrs.
5.
Installed Variable Frequency Drive (VFD) on Mill
ESP fan, Separator vent fan and wagon tippler JPF
fan and now controlling by VFD in place of damper.
6. Modification in lighting distribution and switching
system in packing house and fly ash system area.
7. Replaced 150 Watt HPSV lamps with 56 watt T5
CFL lamps (10 nos).
Thermal Power Plant
1. Installation of Modified design discharge chutes of
CHP primary & secondary screen out to improve
the CHP feeding rate & to avoid the coal jamming.
b) Additional investment and proposals, if any, being
implemented for reduction of consumption of energy.
Cement Plant – Binanigram
1. Installation of high flame momentum burner in
Kiln 1 to utilize more pet coke and low rating firing
blower and LT motor.
2. Installation of slip power recovery system in Kiln
string fan of Kiln 2.
3. Installation of Waste heat recovery system in both
kilns cooler to utilize waste heat.
4. Installation of additional membrane bags with
modification in modules to optimize the running
of reverse air fan of bag house of unit 2.
5. Upgradation of existing energy management
system incorporating more metering facility,
Indication and switching features of isolated HT
capacitors banks.
6. Provision of enhancement of mining operations by
procuring high capacity machines.
7. Provision of energy saving LED lights in plant
area.
8. Implementation of ISO 50001 (Energy Management
System)
9. Replacement of 2 nos Cooler fans motor with
energy efficient motors.
10. Provision of interchange of grid resistance circuit
of CM3 with CM4.
Thermal Power plant
1. Installation of VFD for CEP pumps in CPP.
2. Installation of sonic soot blower at Super Heater
of Unit 2 & 3.
Measures to improve efficiency
1. Installed Refracta constables and bricks at kiln
outlet tip and adjacent 1.2 mtr bricks to enhance
refractory life in Kiln1.
2. Automation of Physical laboratory for effective
and better control of variation in parameters.
3. Modified grinding media pattern to improve 1 day
compressive strength in PPC Cement.
4. Automation of shell cooling fans of both kiln
interlocking provided with burning zone shell
temperature to enhance refractory life and avoid
unnecessary running of fans.
9
an n u al re p o rt 2 0 1 2 - 1 3
c)
5. Application of tube coating materials in boiler -2
& 3, to improve the life of tubes and to avoid the
Pressure parts failures. Hence, avoiding the boiler
stoppage /breakdown.
Impact of the measures at a) and b) above for reduction
of energy consumption and consequent impact on the
cost of production of goods.
[C]FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Activities relating to exports, initiatives taken to
increase exports, development of new export markets
for products and services and export plan.
The Company has not exported clinker or cement
during the year since the prices in the domestic market
are more remunerative. The Company will however
explore the possibilities of exporting in future, if the
price becomes more remunerative in overseas market.
Cement Plant : Due to various energy conservation
measures, there was saving in power consumption.
Thermal Power Plant : Due to various energy
conservations measures, there was saving in the
internal consumption and boiler heat rate.
d) Total energy consumption and Energy consumption
per unit of Production:
Please refer Form A attached.
a.
TECHNOLOGY ABSORPTION – ADAPTATION AND
INNOVATION
Not Applicable
b.
TECHNOLOGY ABSORPTION
DEVELOPMENT
a.Foreign Exchange Earnings
[B] TECHNOLOGY ABSORPTION
2. Foreign Exchange Earned and Used
(` in Lakhs)
–
RESEARCH
&
b. Foreign Currency Outgo *
Loan Repayment764.81
Coal
12,385.72
Stores & Spares
1,787.05
Interest
380.24
Other Expenses
Not Applicable
Nil
51.60
Capital Expenditure 341.33
* Excl. Investment in overseas subsidiaries.
ANNEXURE B
Statement of Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975
as amended, for the Financial Year 2012-13
Name
Age
(Yrs)
Designation /
Nature of Duties
Remuneration (`
Lakhs)
Qualifications
Mr. P. Acharya
61
Senior Executive
Director & Wholetime
Director
140.15
B.E.(Mech.) & MBA
Mr. R.S. Joshi
58
President
(Corporate Affairs)
90.81
Mr. Darshan Lal
54
President-Tech.
(Cement Group)
Mr. R.P. Sharma
55
Mr. Bhadresh Khara
49
Experience
(Years)
Date of
commencement
of Employment
Previous Employment
34
17.11.2008
Executive Director
M/s Dalmia Cement (Bharat)
Ltd.
M.A. (Economics)
36
10.10.2005
Vice President (Commercial)
M/s Grasim Industries Ltd.
92.27
B.E.(Chemical)
31
18.01.1996
Manager (Process)
M/s. Chittor Cement Works Ltd.
President (Works)
70.31
B.TECH.(Chemical
Engg.) & PGDMM
32
30.11.2011
Vice President
M/s Ambuja Cements Ltd.
Executive Vice
President
(Marketing)
65.08
B.E. (Civil)
27
15.01.1997
Dy. Manager (Marketing)
Gujarat Ambuja Cement Ltd.
Note :
1. Remuneration includes salary and allowances, medical benefits, leave travel assistance and perquisities
2. The appointment of Mr. P. Acharya is contractual and he is not related to the Promoters /Directors.
10
FORM A
Form as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and
forming part of the Directors Report for the year ended 31st March, 2013.
CONSERVATION OF ENERGY
Total Energy Consumption and Energy Consumption per Unit of Production.
A
1
2
Power & Fuel Consumption
Electricity
a Purchased (Grid / Energy Exchange)
Unit
Total Cost
Cost/Unit
b Own Generation
Unit
Cost of HSD / LDO Consumed
Cost of Coal Consumed
Cost of Lignite Consumed
Cost of Pet Coke Consumed
Cost of Fuel Consumed (Coal, Lignite,HSD/LDO)
Cost/Unit
Fuel Consumption
a Coal-Imported (Steam Non-coking)
(Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
b Pet Coke (Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
c Alternative Fuel - (Used in Kiln for Clinker Production)
Quantity
Total Cost
Cost/Unit
d Lignite - (Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
e Coal-Imported (Steam Non-coking)
(Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
f
g
3
a
b
B.
Coal-Indigenous (Steam Non-coking)
(Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
Pet Coke - (Used in Captive Power Plant)
Quantity
Total Cost
Cost/Unit
HSD / LDO - (Used in Kiln for Clinker Production)
Quantity
Total Cost
Average Rate
HSD / LDO - (Used in Captive Power Plant)
Quantity
Total Cost
Average Rate
Consumption per ton of Production
Electricity (KWh/MT of Cement)
2012-13
75.28
2011-12
76.27
Coal, Lignite, Pet Coke & Alternative Fuel
(Kg./MT of Clinker)
2012-13
0.11
2011-12
0.12
For the
year ended
31st March, 2013
For the
year ended
31st March, 2012
(KWh)
(` Lakhs)
`
83829774
4586.04
5.47
102514704
5183.30
5.06
(KWh)
(` Lakhs)
(` Lakhs)
(` Lakhs)
(` Lakhs)
(` Lakhs)
`
352046583
138.68
4646.45
1077.91
7172.02
13035.06
3.70
328165047
80.76
8299.02
182.48
4865.21
13427.47
4.09
(M.T.)
(` Lakhs)
`
414466
28213.98
6807.31
444402
33438.23
7524.32
(M.T.)
(` Lakhs)
`
106070
7417.07
6992.62
83965
6186.65
7368.13
(M.T.)
(` Lakhs)
`
10345
270.62
2615.89
16001
381.71
2385.51
(M.T.)
(` Lakhs)
`
41,144.20
1,077.91
2,619.84
7,383.90
182.48
2,471.38
(M.T.)
(` Lakhs)
`
84954
4646.45
5469.37
108591
6954.35
6404.16
(M.T.)
(` Lakhs)
`
-
34,013
1,344.68
3,953.38
(M.T.)
(` Lakhs)
`
102,296.00
7,172.02
7,011.04
64,575.00
4,865.21
7,534.20
(Litre)
(` Lakhs)
`
436248
183.41
42.04
442874
167.26
37.77
(Litre)
(` Lakhs)
`
314320
138.68
44.12
228861
80.76
35.29
HSD / LDO (Ltr./ Kg. of clinker)
2012-13
0.09
2011-12
0.09
11
an n u al re p o rt 2 0 1 2 - 1 3
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY OVERVIEW
Sale of Cement increased from 56.12 lakhs MT to 56.81 lakhs MT
Cement is part of the core Industry and plays a vital role in the
growth and development of a nation. Presently, the industry is
positioned second in world with 139 large cement plants and
over 365 mini cement plants. The Indian Economy is currently
witnessing its lowest GDP growth in recent years leading to
sluggish demand and capacity utilization. This has impacted the
Cement Industry especially in the Industrial and Infrastructure
segment. However, various major steps taken by the Government
in recent past to fuel the economy, may lead to a more positive
impact in the later part of the year. The pressure on the bottomline will however, remain in short term due to over supply
situation and increase in logistic costs.
registering growth of 1.23%.
Cement Sales
60
OPC
5000
12
28.42
33.36
33.50
448
700
56.12
11-12
56.81
54.38
10-11
52.95
12-13
8227
5315
10-11
09-10
0
Year
In line with previous years, the Company has further reduced its
dependence on Grid Power.
12-13
11-12
10-11
09-10
08-09
0
Year
15456
5807
08-09
28.14
22.48
21.08
22.24
30.57
17.54
12.64
07-08
25.38
12.43
06-07
16.94
14.49
05-06
11.85
15.97
04-05
8.64
17.25
10
03-04
Qty. in Lakhs MT
6.43
15500
15657
15000
10000
40
4.77
20000
PPC
50
24484
25000
12-13
30000
40800
11-12
35000
55.84 lakhs MT in the previous year. Share of blended Cement
` in Lakhs
registered Cement production of 56.56 lakhs MT as against
60
09-10
Profit Before Tax (` in Lakhs)
40000
20
42.43
against ` 5,315 lakhs in the previous year.
leaving behind all previous highs. During the year, Company
Cement Production
08-09
The Company registered Profit Before Tax of ` 15,500 lakhs
45000
production increased from 40.27% to 49.75% in current year.
07-08
remained under control resulting in improved bottomline.
Company’s growth story is continuing to move northwards,
30
29.61
24.06
06-07
in realisations was seen in the year 2012-13, Also, fuel costs
07-08
5,315
4,840
After subdued performance in the last year, some improvement
06-07
15,500
11,982
Year
05-06
31st March
2013
2,28,018
47,133
(` in Lakhs)
31st March
2012
2,05,668
33,060
04-05
Total Revenue
Profit before Interest, Depreciation,
Taxation and Exceptional items
Profit before Tax
Profit after Tax
2. OPERATIONS
23.43
0
The financial performance for the year ended 31st March, 2013
is summarized below:
Particulars
05-06
FINANCIAL PERFORMANCE
22.38
10
04-05
20
03-04
1.
30
21.91
COMPANY’S PERFORMANCE
40
03-04
Qty. in Lakhs MT
50
Captive power plants generated 3,520.47 lakhs units (net) during
2012-13 against 3,281.65 lakhs units during 2011-12.
Power Generated v/s Purchased
4000
Generated
3282
3500
3057
Purchased
3520
2449
2500
1512
1268
1021
1314
05-06
04-05
03-04
0
•
Rajiv Gandhi National Quality Excellence – 2010
Commendation Certificate from Bureau of Indian Standards,
New Delhi.
•
Bhamashah Award from
Government of Rajasthan.
•
NSCI Safety Award - 2011 from National Safety Council,
Mumbai for developing and implementing effective
Management System and procedures and achieving good
performance in Organisation Safety and Health (OSH) for
750
575
270
550
12-13
253
606
910
11-12
502
08-09
1000
During the year, the Company was bestowed with the following
awards / recognitions in functional areas of quality and safety :
1661
10-11
1445
09-10
1505
1500
500
RECOGNITION AND AWARDS
1876
07-08
2000
06-07
Lakhs Kwh
3000
through over supply phase resulting in low capacity utilization
and consequently pressures on prices. The situation is likely to
remain in short term. Also higher inputs, logistics and power
cost, high inflation and Interest rates are cause of concern in
near term.
Year
FUTURE OUTLOOK
Given the supply overhang, muted demand and high price
volatility conditions, the Company plans to improve margins
by changing its product mix by increasing share of Pozzolona
Portland Cement(PPC) to Ordinary Portland Cement(OPC) and
increase the volume by focusing on its primary markets where
it has good brand equity. With all these steps, the Company is
hopeful of fostering improved results in Financial Year 2013-14.
INTERNAL CONTROL SYSTEM
The Company has an appropriate internal control system for
business processes, with regard to efficiency of operations,
financial reporting and controls, compliance with applicable
laws and regulations and risk management policy etc.
Company monitors and controls all operating parameters on an
ongoing basis. Regular internal audits and checks assure that
responsibilities are executed effectively.
The Audit Committee of the Board of Directors reviews the
adequacy and effectiveness of internal control systems and
suggests ways of further strengthening them, from time to time.
OPPORTUNITIES/THREATS/RISKS/CONCERNS
Opportunities
The year 2012-13 was a challenging year for the Indian Economy
when GDP growth pegged lowest in the decade which is estimated
to remain around 5%. However, Government has taken various
steps in recent past which should improve the demand scenario
in the later part of the current year.
Threats, Risks and Concerns
Despite Government’s commitment to bring back the economy
to high growth path, presently Cement Industry is passing
Department
of
Education,
the assessment period of three years -2008 to 2010.
SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT
The Company is carrying out various community development
activities in partnership with M/s. Rajasthan Bal Kalyan Samiti
(RBKS), a NGO. The focus areas under community development
programme are broadly categorized as :
1. Development of infrastructure – Existing Well Development,
Farm Pond, Cattle Troughs, Roof Rain Water harvesting,
irrigation facility creation through providing diesel pumps to
group of beneficiaries.
2. Increase in Literacy / Awareness levels by imparting
education to children and community - Assisting the
villagers, including old-age residents and widows, for
opening post office pension accounts under the Mahatma
Gandhi National Rural Employment Guarantee Act (NREGA).
3. Poverty alleviation and sustaining livelihood through
employment creation and skill development – Improved
seed distribution, upliftment of rural women through setting
up of training centers wherein women are provided training
in tailoring with additional monetary support for purchase
of sewing machines. New Improved Agriculture Technology
provided to farmers.
4. Improvement of medical and health services – Regular
awareness on health issues are provided through meetings
and awareness camps.
5. Development and expansion of green cover in the
surrounding area – Spreading awareness on Natural
Resource Management and soil water conservation.
13
an n u al re p o rt 2 0 1 2 - 1 3
6. Micro Credit- Assisted in the organization and operation of
Self-Help Groups (SHG) across the surrounding villages.
The SHG members are provided with training on aspects
such as book-keeping and opening bank accounts to enable
them take control of their own finances.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employee Relationship have remained very cordial for last
five years. The Company enjoys very healthy relationship with
workmen and unions which is authenticated by zero man day
loss due to Industrial Relations (IR) problem for five consecutive
years. Mutual trust and mutual understanding are neatly blended
in peaceful Industrial Relations (IR) culture.
Measures taken for the safety of employees training and
development continue to get top priority at all levels, which are
reflected in the improved quality and efficiency. Needless to
mention the Management has incorporated safety as one of the
Key Result Areas for each and every employee.
The Company’s training programmes as per Training Need
Identification (TNI) and on value-based teachings enhance
competency and behavioural aspects levels among its people.
The Human Resources has achieved four man-days training per
employee during the year 2012-13.
14
The Company aims at making every employee to contribute to
their full potential in their job. To have robust relationship with
employees, the Company launched a communication platform
named “Rubaru” (Interface) with all employees. It will be
helpful in evolving a value system based on trust, transparency
and fairness within the organisation. The Company has been
practicing “Best Employee of the Month” award to promote the
innovative idea amidst employees to continuously improve and
sustain parameter of Quality, Cost, Delivery, Innovation and
Productivity (QCDIP)
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis
describing the 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 form those expressed in or implied form
such forward looking statements. Important factors that could
influence the Company’s operations include input availability and
prices, demand and pricing of finished products in the Company’s
principal markets, changes in government regulations, tax laws,
economic developments within the country and other incidental
factors.
ANNEXURE TO DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2013
CORPORATE GOVERNANCE REPORT
(The Company is not listed on any Stock Exchange and as such Clause 49 of the Listing Agreement is not applicable to it. The information
provided hereunder by the Company is a part of good governance practice for the benefit of its shareholders.)
1.
Company’s Philosophy
The Company has been committed to the principles of good corporate governance which is an integral part of good values, ethics and
best business practices.
Corporate Governance at Braj Binani Group is a continuing process. The Group is committed to the adoption of good governance
practices and their adherence in true spirit at all times. The Management endeavours the attainment of highest levels of transparency,
accountability and enhanced Stakeholder Value over a sustained period of time through good corporate governance. The Company
continuously strives to achieve excellence in corporate governance through its values –integrity, commitment, passion, seamlessness
and speed.
2.
Board of Directors
The Board of Directors along with the Committees provide guidance to the Management and directs and controls the performance of
the Company. The Board provides strategic direction and ensures that interests of the stakeholders are served.
Presently, the Company’s Board comprises of Non-Executive Promoter Director as Chairman, 4 Independent Directors and 2 Non
Executive Non-Independent Directors. The day-to-day affairs of the Company was managed by the Wholetime Director under the
overall guidance of the Executive Vice Chairman and Managing Director of the Holding Company and subject to the superintendence
and control of the Board of Directors of the Company.
The Board functions both as a full Board and through Committees. The Board of Directors and the Committees meet at regular
intervals. There are 4 Committees which oversee operational issues. The Committees are Audit Committee, Shareholders’/Investors’
Grievance Committee, Remuneration Committee and Finance Committee.
During the year ended 31st March 2013, 8 Board Meetings were held on the following dates viz. 21st April, 2012, 20th July, 2012,
24th July, 2012, 26th September, 2012, 29th October, 2012, 24th December, 2012, 29th January, 2013 and 12th March, 2013.
The composition of Directors, Attendance of each Director at the Meetings of the Board during the year and the last Annual General
Meeting and Directorship held by them in other Public Companies (excluding Directorship in Private Companies, Foreign Companies,
Companies under Section 25) are given below :
SI Name of the Director
No.
Category of
Directorship
No. of Board Attendance
meeting
at last AGM
attended
No. of other
Director-ships
in Domestic
Public
Companies
No. of Membership /
Chairmanship * in other
Board Committee(s).
As Chairman
As Member
1.
Mr. Braj Binani, Chairman Non-Independent
Non-Executive
8
Yes
4
-
-
2
Mr. V. Subramanian
Independent NonExecutive Director
6
Yes
9
2
8
3
Non-Independent NonExecutive Director
1
No
2
-
-
4
Mr. Ramkrishna
Moogimane
7
No
1
1
-
5
Mr. M.K. Chattopadhyaya
(Resigned w.e.f. 21.4.2012)
1
Yes
-
-
-
15
an n u al re p o rt 2 0 1 2 - 1 3
SI Name of the Director
No.
Category of
Directorship
No. of Board Attendance
meeting
at last AGM
attended
No. of other
Director-ships
in Domestic
Public
Companies
No. of Membership /
Chairmanship * in other
Board Committee(s).
As Chairman
As Member
6
Mr. P. Acharya (Resigned
w.e.f. 15.7.2013)
Non-Independent
Executive Director
8
Yes
1
-
-
7
Mr. T.R.C. Nair
7
Yes
7
-
7
8
Mr. S. Sridhar $
6
No
4
-
-
9
Miss Shradha Binani $
5
No
1
-
-
*only Audit Committee and Shareholders’/Investors’ Grievance Committee are considered for the purpose.
$ Appointed as Additional Directors effective 5th August, 2012.
Material Transactions of Directors
The Company does not have any pecuniary relationship or transaction with any of the non-executive Directors except to the extent of sitting
fee paid to them. Mr. V. Subramanian is Director in Binani Industries Limited, Holding Company (w.e.f. 20.11.2011), Binani Zinc Limited,
Goa Glass Fibre Limited, Wada Industrial Estate Limited and BT Composites Limited which are fellow subsidiaries while Mr. T.R.C. Nair is
a Director in Binani Zinc Limited, Goa Glass Fibre Limited and BT Composites Limited
Audit Committee
Audit Committee of the Board was constituted in the year 2000 and has been reconstituted from time to time. The Company has complied
with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to the composition
and terms of reference of the Audit Committee. The Committee comprised of three Independent Non-Executive Directors, one of whom
is the Chairman.
The Audit Committee is responsible for the financial reporting and ensuring compliances with accounting standards and reviewing
financial policies of the Company and to recommend the appointment of Statutory Auditors, Cost Auditors and Internal Auditors and fix
their fees. The Committee examines in detail the reports of the Internal Auditors of the Company as well as those of the subsidiaries.
The Committee reviews the risk management reports on a quarterly basis. The Committee also reviews the unaudited quarterly Financial
Results and the audited annual Financial Results including that of Subsidiaries before submission to the Board.
The Audit Committee met 4(four) times during the year under review on 20th April, 2012, 19th July, 2012, 29th October, 2012 and
28th January, 2013. The Chairman of the Audit Committee could not attend the last Annual General Meeting but other Members of Audit
Committee attended the same.
The names of the Directors who are members of the Audit Committee and their attendance at last AGM is given below.
Name of the Director
Mr. V. Subramanian
Mr. M. K. Chattopadhyaya*
Mr. T.R.C. Nair
No. of Meetings Attended
3
4
1
3
Whether attended AGM
No
Yes
Yes
* Ceased to be a Director effective 21st April, 2012 consequent upon his resignation as Director of the Company.
Mr. P. Acharya, Wholetime Director & Sr. Executive Director and Mr. R. Venkiteswaran – Executive Director and CFO Group Control Accounts
attended all the meetings of the Audit Committee. Representatives of the Statutory Auditors and Internal Auditors are also invited to
attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee. Besides the Executive Vice Chairman &
Managing Director of Holding Company also attends the Meeting.
16
Shareholders’/Investors’ Relations Committee
The Shareholders’ / Investors’ Relations Committee comprises of 3 Independent Directors to ensure speedy disposal of the share transfer,
Dematerialisation and Rematerialisation requests received by the Company. The Committee, apart from overseeing the Share Transfer
and Dematerialisation and Rematerialisation work, also reviews various investor complaints.
During the year 2012-13, 61 Investor complaints were received mainly pertaining to the non-receipt of dividend, exit offer and delisting of
shares. All the Investor complaints have been resolved to the satisfaction of the complainants. As on 31.3.2013 there were no complaints
pending to be resolved.
The Committee met 4 times during the year. The attendance of Members in the said Committee is as under :Name of the Director
No. of Meetings Attended
Mr. V. Subramanian
2
Mr. Ramkrishna Moogimane
3
Mr. T.R.C. Nair
4
Mr. Atul P. Falgunia, Company Secretary of the Company is the Compliance Officer.
Remuneration Committee
The Remuneration Committee has been constituted as required by Schedule XIII of the Companies Act, 1956 to recommend/review the
remuneration package of the Wholetime Directors taking into account their qualification, experience, expertise, contribution and the
prevailing levels of remuneration in peer Companies in the Industry.
The Remuneration Committee at present consists of 3 Independent Directors namely, Mr V. Subramanian, Mr. Ramkrishna Moogimane and
Mr. T. R. C. Nair. No meeting of Remuneration Committee was held during the year.
Details of Remuneration paid to the Directors for the year ended 31st March, 2013
(i) Wholetime & Sr. Executive Director
Name & Position
P. Acharya, Wholetime Director
(` in Lakhs)
Salary and
Allowances
Perquisites
Total
85.30
54.85
140.15
The Wholetime Director and Sr. Executive Director was paid remuneration as decided by the Board of Directors / Remuneration Committee
of the Company with the approval of Shareholders.
Non-Executive Directors
Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays ` 20,000 by way of Sitting Fees for Board
Meeting and ` 10,000 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission to the
Non Executive Independent Directors at the Extraordinary General Meeting held on 15th February, 2008. However no commission was paid
to the Non Executive Independent Directors for the year 2012-13.
There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2012-13
other than the above.
Finance Committee
The Board has also constituted a Committee of Directors interalia delegating powers to avail various facilities including working capital
facilities from bankers, issuance of Corporate Guarantees, Creation of Security in favour of the lenders and to deal in matters connected
therewith. The Committee consisted of three Independent Directors viz, Mr. V. Subramanian and Mr. Ramkrishna Moogimane and
Mr. T.R.C. Nair.
The Committee met 7 times during the year 2012-13.
17
an n u al re p o rt 2 0 1 2 - 1 3
Disclosures
a) There were no significant Related Party transactions of material nature during the year with the Promoters, Directors or the
Management or their Subsidiaries or Relatives, etc, potentially conflicting with Company’s interest at large. Related Party transactions
are disclosed in the Notes to Accounts forming part of this Annual Report.
b) There were no instance of non-compliance on any matter relating to the capital market when the shares were listed. There are no
penalties or strictures imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority relating to the above.
The Company has not raised any funds through Public Issue or Rights Issue during the year. The Exit offer to the Shareholders of
the Company by the Holding Company closed on 29th May, 2012. The Promoters are holding 98.43% of the Company’s paid up share
capital as on 31.3.2013.
c)
Mandatory Requirements : The Company has complied with all Mandatory requirements of the Clause 49 of the Listing Agreements
with Stock Exchanges till it was listed on the Stock Exchanges.
Non-Mandatory requirements :
The Company has also adopted following Non-mandatory requirements:
The extent of Compliance is given below :
1.
The Company has a Remuneration Committee. The details of the same have already been given elsewhere in the Report.
2.
There are no audit qualifications in the Auditors’ Report on the Financial Statements for the Financial Year ended 31st March,
2013.
The Company will attempt to adopt other Non-mandatory requirements, as and when feasible.
d)
Details of information in respect of the Directors proposed to be appointed/re-appointed: A brief Profile of the Directors proposed to
be appointed/re-appointed forms part of the Notice convening the 17th Annual General Meeting .
e)
Code of Conduct for prevention of Insider Trading:
The Company has adopted and implemented a Code of Conduct for prevention of Insider Trading based on SEBI (Prohibition of
Insider Trading) Regulations, 1992 as amended. The Code prohibits purchase / sale of securities of the Company by Insider including
Directors, Designated employees etc., while in possession of unpublished price sensitive information.
f)
Code of Conduct for Directors and Senior Management Personnel:
The Company has framed and implemented Code of Conduct for its Directors and Senior Management Personnel. The Code of
Conduct has also been posted on the Company’s website www.binani.com Affirmation on compliance of Code of Conduct for the
financial year 2012-13 has been received from all the Directors and Senior Management Personnel of the Company.
g)
Disclosures of Accounting Treatment, wherever applicable, have been made in the Audited Financial Statements for the year ended
31.03.2013.
h)
Shareholding of the Non-Executive Directors :
None of the Directors held any shares of the Company as on 31.3.2013 except as Nominees of the Holding Company.
Subsidiary Companies
Presently, the Company has six overseas subsidiaries namely Mukundan Holdings Limited, Krishna Holdings Pte Limited, Murari Holdings
Limited, Shandong Binani Rongan Cement Co. Limited, Binani Cement LLC, Dubai and Bhumi Resources (Singapore) Pte Limited and
four Indian Subsidiaries namely Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Binani Energy Private Limited and Binani
Ready Mix Concrete Limited which are non-material non-listed subsidiaries. The Audit Committee reviews the Financial Statements of
all the Subsidiaries. The Minutes of the subsidiary companies are also being placed before the Board of Directors of the Company on a
regular basis.
18
Wholetime Director / CFO Certificate
The Company has obtained a Certificate from the Senior Executive Director and Wholetime Director & Executive Director and CFO – Group
Control Accounts relating to annual accounts and internal controls which has been placed before the Board and stating and certifying that:
(a) they have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2013 and that to the best of
their knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading.
(ii) these statements together present a true and fair view of the 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 2012-13 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)
(ii) no significant changes in accounting policies during the year; and
no significant changes in the internal control during the year;
(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 Mitigation Procedures
The Company has identified certain risk areas with regard to the operations of the Company and have taken steps, wherever possible for
their mitigation. The Company’s Board is conscious of the need to periodically review the risks mitigation process.
Annual General Meetings:
The last three Annual General Meetings were held as under :
Year
Type
Location
Date
Time
2010
14th AGM
Rotary Sadan, 94/2, Chowringhee
Road, Kolkata -700 020
25th June, 2010
11.30 a.m
2011
15th AGM
27th June, 2011
3.45 p.m.
2012
16th AGM
Special Resolutions passed in the AGM
by the Shareholders
Special Resolution for change in the
Articles of Association by altering
Article 126 pertaining of affixation of
common seal.
No
4th August, 2012
2.15 p.m.
No
Postal Ballot
During the year under review, Special Resolution, under Section 372A of the Companies Act, 1956, was passed by Postal Ballot for
increasing the overall limits for providing the Guarantees / Securities, Intercorporate loans and investments upto ` 4,010 Crores, Further,
a Special Resolution for shifting of the Registered Office from the State of West Bengal to the State of Rajasthan under Section 17 of the
Companies Act, 1956 was passed by Postal Ballot.
Both the above Resolutions were passed with requisite majority.
Means of Communication
a)
Quarterly / half yearly results as applicable were published in the pro-forma prescribed by Stock Exchanges, in either The Economic
Times or Financial Express and Aajkal (Bengali Edition), Newspaper till the shares and debentures were listed.
b) The annual financial results of the Company were also communicated in the prescribed pro-forma to Stock Exchanges and also
published in the newspapers.
c)
The financial results are also displayed on the Company’s website www.binani.com
19
an n u al re p o rt 2 0 1 2 - 1 3
d)
The Company had been submitting its Shareholding Pattern, Financial Results, Report on Corporate Governance till it was listed and
same are posted on the website of BSE/NSE which may be accessed by the Shareholders/Investors. Since the Company’s Debentures
were listed, the Company had submitted Financial results on half yearly basis to BSE. During the year the Company has redeemed
all the above Debentures and now no Shares or Debentures are listed.
General Information for Shareholders
(i)
Date, Time and Venue of the Annual General Meeting (AGM)
:
(ii)
(iii)
Financial Year
Date of Book closure
:
:
Saturday, 28th September, 2013 at Kala Mandir, 48,
Shakespeare Sarani, Kolkata – 700017. at 2.15 p.m. or
immediately after conclusion of the AGM of Binani Zinc
Limited, if the Meeting concludes after 2.15 p.m.
1st April to 31st March
Monday, 23rd
September, 2013 to Saturday, 28th
September, 2013. (Both days inclusive)
Listing on Stock Exchanges
The Company’s Shares have been delisted from all the Stock Exchanges w.e.f. 23rd May, 2011. Further, the privately placed Debentures
which were listed on BSE have also been redeemed in full on due dates.
Registrar and Share Transfer Agents
The Company has appointed Link Intime India Private Limited as its Registrar and Transfer Agents. In respect of shares held in Demat
mode all communications for change of address, bank mandate etc. should be sent through the concerned Depository Participant only.
Shareholders’/Investors’/Depository Participants are requested to send all their documents and communications pertaining to both
physical and demat shares to the Registrar at the following address:
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W), Mumbai – 400 071
Phone: 022 -25946970
Fax: 022- 25946969
Email: rnt.helpdesk@linkintime.co.in
Share Transfer System
Shares lodged in physical form with the Company/RTA are processed and returned, duly transferred, within 30 days from the date of
receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through
the respective Depository Participants.
Distribution of Shareholding as on 31st March, 2013
No. of Shares held
Up to 500
% of
Shareholders
No. of Shares held
% of Shareholding
14,118
92.99
1,643,846
0.87
501 to 1000
712
4.69
506,765
0.27
1001 to 2000
262
1.73
331,200
0.17
2001 to 3000
34
0.22
88,011
0.05
3001 to 4000
12
0.08
43,009
0.02
4001 to 5000
22
0.14
105,102
0.06
5001 to 10000
16
0.10
127,151
0.07
10001 and above
7
0.05
185,756,190
98.49
15,183
100.00
188,601,274
100.00
TOTAL
20
No. of
Shareholders
Category wise distribution of Equity Shareholding as on 31.3.2013
Category
No. of Shares held ( ` 10 each )
Promoter and Promoter Group
Bodies Corporate
Individuals
Clearing Members
NRIs
Trusts
GRAND TOTAL
Percentage of Shareholding ( % )
185,649,464
110,929
2,747,692
19,739
68,450
5,000
188,601,274
98.43
0.06
1.46
0.01
0.04
0.00
100.00
Dematerialisation of Equity Shares and Liquidity
As on 31st March, 2013, 99.99% of the Company’s Equity Shares have been dematerialized.
The ISIN Number allotted by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is
INE042H01019
Outstanding GDR /ADR / Warrants or any Convertible instruments,
The Company has not issued any GDR/ADR/Warrants.
Plant Location
:
1.
Binanigram, Pindwara, Sirohi,
Rajasthan – 307031.
2. Binani Cement Limited
Village : Sirohi, Taluka : Neem Ka Thana
District : Sikar Rajasthan.
Subsidiaries Plant Locations :
1. 2.
Shandong Binani RongAn Cement
Company Limited
Fujiazhuang Village, Dongguan Town,
Ju County of Rizhao Municipality
Shandong Province,
Peoples Republic of China.
Jebel Ali, Dubai, UAE
Address of the Registered Office
:
601, Axis Mall, 6th Floor, C Block,
Action Area -1, New Town,
Rajarhat, Kolkata – 700 156
Tel No. 033 23240063
Fax No. 033 23240023
Contact Person for Investor Complaints
:
Mr. Atul P. Falgunia
Company Secretary
atul@binani.net
Address for Communication
:Registered Office
601, Axis Mall, 6th Floor, C Block,
Action Area -1, New Town,
Rajarhat, Kolkata – 700 156
Tel No. 033 23240063
Corporate Office
Mercantile Chambers,
12, J. N. Heredia Marg, Ballard Estate,
Mumbai - 400 001
Tel No. 022 30263000-02
21
an n u al re p o rt 2 0 1 2 - 1 3
ANNEXURE
CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of Binani Cement Limited
We have examined the compliance of conditions of Voluntary Corporate Goverance by Binani Cement Limited (The Company) for the year
ended March 31, 2013.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For Uma Lodha & Co.
Practising Company Secretaries
Uma Lodha
Proprietor
C.P. No. 2593
Place: Mumbai
Date : 27th July, 2013
ANNEXURE
CODE OF CONDUCT – DECLARATION UNDER CLAUSE 49(1)(D)
This is to certify that:
1.
a Code of Conduct for the Board Members and the Senior Management Personnel of the Company was approved by the Board at its
meeting held on 27th February, 2006.
2.
The said Code of Conduct has been uploaded on the website of the Company and also circulated to the Board Members and the
Senior Management Personnel of the Company.
3.
All Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct, for the year ended
31st March, 2013.
P. Acharya
Sr. Executive Director & Wholetime Director
Place : Mumbai
Dated : 23rd April 2013
22
INDEPENDENT AUDITORS’ REPORT
To,
The Members of Binani Cement Limited
Report on the Financial Statements
We have audited accompanying financial statements of BINANI
CEMENT LIMITED (“the Company”), which comprise the Balance
Sheet as at March 31, 2013 and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in sub
section (3C) of Section 211 of the Companies Act, 1956 (“the
Act”). This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to
fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those Standards require that
we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control
relevant to the Company’s preparation and fair presentation of
the financial statements in order to design audit procedures that
are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the
management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2003,(“the order”) 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 Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
2. As required by Section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations,
which to the best of our knowledge and belief were
necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by
law have been kept by the Company so far as appears
from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report are in
agreement with the books of account.
d) In our opinion, the Balance Sheet, Statement of Profit
and Loss and Cash Flow Statement comply with the
Accounting Standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956.
e) On the basis of the written representations received
from the directors, as on March 31, 2013 and taken on
record by the Board of Directors, we report that none of
the directors is disqualified as on March 31, 2013 from
being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act,
1956.
For Kanu Doshi Associates
Chartered Accountants
Firm Registration No. 104746W
Mihir Hindocha
Partner
Membership No. 112766
Place : Mumbai
Date : April 23, 2013
ANNEXURE TO AUDITORS’ REPORT
[Referred to in paragraph 1 of Report on other Legal and
Regulatory Requirements of the Auditors’ Report of even date
to the members of BINANI CEMENT LIMITED on the financial
statements for the year ended 31st March, 2013]
(i) (a) The Company has maintained proper records showing
full particulars, including quantitative details and
situation of fixed assets.
(b) All the fixed assets have not been physically verified by
the management during the year but there is a regular
programme of verification which, in our opinion, is
reasonable having regard to the size of the Company
and the nature of its assets. As informed, no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and
explanations given to us, a substantial part of fixed
assets has not been disposed off by the Company
during the year.
(ii) (a) As explained to us, the inventory has been physically
verified by the management during the year. In our
opinion, the frequency of verification is reasonable.
23
an n u al re p o rt 2 0 1 2 - 1 3
(b) The procedures of physical verification of inventory
followed by the management are reasonable and
adequate in relation to the size of the Company and the
nature of its business.
(c) The Company is maintaining proper records of inventory
and no material discrepancies were noticed on physical
verification carried out at the end of the year.
(iii) As per information and explanations given to us, the
Company has neither granted nor taken loan, secured or
unsecured, to or from companies, firms or other parties
covered in the register maintained under Section 301 of
the Companies Act, 1956. Accordingly, the sub-clauses
(b), (c), (d), (f) and (g) of clause (iii) are not applicable to the
Company.
(iv) In our opinion and according to the information and
explanations given to us, there exists an adequate internal
control system commensurate with the size of the Company
and the nature of its business with regard to purchase of
inventory, fixed assets and with regard to the sale of goods.
During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal
control system of the Company.
(v) To the best of our knowledge and belief and according to
the information and explanations given to us that there are
no transactions, particulars of contracts or arrangements
required to be entered in the register maintained in
pursuance of Section 301 of the Companies Act, 1956.
Accordingly, clause (v) (b) of the order is not applicable.
(vi) The Company has not accepted any deposits from the public
Name of the Statute
Customs Act, 1962
24
Nature of Dues
within the meaning of Sections 58A and 58AA of the Act and
the rules framed there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii)We have broadly reviewed the books of account maintained
by the Company in respect of products where, pursuant to
the Rules made by the Central Government of India, the
maintenance of cost records has been prescribed under
clause (d) of sub-section (1) of Section 209 of the Act and we
are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues
including provident fund, investor education and
protection fund, employees’ state insurance, incometax, sales-tax, wealth-tax, service tax, customs duty,
excise duty, cess and other material statutory dues
applicable to it.
(b) According to the information and explanations given
to us, no undisputed amounts payable in respect of
provident fund, investor education and protection fund,
employees’ state insurance, income-tax, wealth-tax,
service tax, sales-tax, customs duty, excise duty, cess
and other undisputed statutory dues were outstanding,
at the year end, for a period of more than six months
from the date they became payable.
(c) According to the records of the Company, the dues
outstanding of income-tax, sales-tax, service tax,
customs duty, excise duty and cess on account of any
dispute, are as follows:
Amount
Period to which the
(` in Lakhs)
amount relates
6.77
2000-01
Central Excise Act, 1944
Duty on DEPB licenses and interest
thereon
Cenvat credit on welding electrodes
21.89
4.92
2000 to 2006
2006 to 2008
2.91
2008 to 2010
Customs Act, 1962
Customs Act, 1962
Differential Custom Duty
Differential Custom Duty
Excise Duty on Sale
Cenvat on Capital Goods
30.61
42.16
1.00
1.38
138.55
2002-03 & 2003-04
2008-2009
2006-07 & 2007-08
2009-10 & 2010-11
2007 to 2010
6.55
2007-08 & 2008-09
Differential Excise Duty
0.52
2010-11
CENVAT Credit on Service Tax
21.79
1.76
3.15
0.04
2008 to 2010
2005-06 & 2006-07
2009-10 & 2010-11
2010-2011
Rajasthan Sales Tax Act, 1994
/ CST Act, 1956
Penalty imposed on service tax
Sales tax on freight and credit notes
Difference amount of Central Sale
Tax
7.20
70.21
60.52
2007-08
1997-98
2005-2007
Forum where dispute is
pending
Commissioner of Customs,
Kandla
CESTAT, Delhi
Commissioner (Appeals),
Jaipur II
Jaipur II
Hon'ble High Court, Gujarat
CESTAT, Ahmedabad
CESTAT, Delhi
CESTAT, Delhi
Appeal to be filed before
CESTAT, Delhi.
Jaipur I
Jaipur II
CESTAT, Delhi
CESTAT, Delhi
CESTAT, Delhi
Jaipur II
CESTAT, Delhi
Hon'ble High Court, Jodhpur
Rajasthan Sales Tax Act, 1994 Sales Tax matters
UP Trade tax / Entry tax
UP tax on entry of goods
UP Trade tax / Entry tax
Late deposit of UP VAT
0.50
234.37
8.64
2005-06
2003-04 to 2008-09
2009-10
UP VAT Act, 2008
UP VAT demand
3.29
2008-09
UP VAT Act, 2008
UP VAT demand
3.21
2009-10
Rajathan Tax on Entry of
Goods into Local Area Act,
1999
Rajasthan Finance Act, 2006
Rajathan Value Added Tax
Act, 2006
Rajathan Value Added Tax
Act, 2006
Income Tax Act, 1961
Rajasthan Finance Act, 2006
Competition Act, 2002
Entry Tax
Various appellate authorities
Commercial Taxes Tribunal,
Ghaziabad
Additional Commissioner
(Appeals), Ghaziabad
Appeal to be filed before
Additional Commissioner
(Appeals), Ghaziabad
Hon'ble Rajasthan High
Court
1,405.10
2006 to 2013
M R Cess
Sales Tax Exemption
VAT/CST Deferment
1,628.59
13,327.19
20,707.85
2008 to 2013
1998-99
2007 to 2012
VAT/CST Deferment
2,502.95
2006-07
Hon'ble High Court, Jaipur
Income Tax Matters
Land Tax
Penalty
1,532.13
1,503.40
16,732
2007-08 & 2009-10
2006 to 2012
2012
Assessing Officer
CompAT
(x)The Company does not have accumulated losses at the
end of the year and it has not incurred cash losses in
the current year as well as in the immediately preceding
financial year.
(xi)
In our opinion and according to information and
explanations given to us, the Company has not defaulted
in repayment of dues to financial institutions, banks or
debenture holders.
(xii)According to information and explanation given to us,
we are of the opinion that the Company has not granted
any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii)In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of
clause 4(xiii) of the Companies (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 prima facie prejudicial to the interest of the
Company.
(xvi)To the best of our knowledge and belief and according
to the information and explanations given to us, in our
opinion, the term loans availed by the Company were,
Hon'ble Supreme Court
prima facie, applied by it during the year for the purpose
for which the loans were raised, other than temporary
deployment in deposits with banks and mutual funds,
pending application of those loans.
(xvii)According to the information and explanations given to us
and on an overall examination of the balance sheet of the
Company, we report that no funds raised on short-term
basis have been used for long-term purpose.
(xviii)According to the information and explanations given to us,
the Company has not made any preferential allotment of
shares to parties and companies covered in the register
maintained under Section 301 of the Act.
(xix)There are no debentures outstanding at the year end.
(xx)The Company has not raised any money by way of public
issues during the year.
(xxi)During the course of our examination of the books and
records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and
according to the information and explanations given to us,
we have neither come across any instance of fraud on or by
the Company, noticed or reported during the year, nor have
we been informed of any such case by the management.
Mihir Hindocha
Partner
Place:Mumbai
Date :April 23, 2013
25
an n u al re p o rt 2 0 1 2 - 1 3
BALANCE SHEET AS AT 31ST MARCH, 2013
PARTICULARS
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share Capital
Reserves and Surplus
Note No.
31st March, 2013
(` in Lakhs)
31st March, 2012
1
2
18,860.38
58,753.34
77,613.72
18,860.38
45,825.77
64,686.15
NON-CURRENT LIABILITIES
Long-Term Borrowings
Deferred Tax Liabilities (Net)
Other Long Term Liabilities
Long Term Provisions
3
41
4
5
103,984.35
19,873.30
3,520.17
201.56
127,579.38
114,983.58
19,463.00
3,365.90
173.18
137,985.66
CURRENT LIABILITIES
Short-Term Borrowings
Trade Payables
Other Current Liabilities
Short-Term Provisions
6
40
7
8
TOTAL
ASSETS
NON-CURRENT ASSETS
Fixed Assets
Tangible Assets
Intangible Assets
Capital Work-In-Progress
Non-Current Investments
Long Term Loans and Advances
4,103.48
51,970.07
74,662.46
169.88
130,905.89
336,098.99
6,783.28
37,586.69
73,592.74
78.41
118,041.12
320,712.93
9
9
9
10
11
119,294.61
395.06
13,988.94
103,823.17
16,909.40
254,411.18
121,761.99
208.74
11,719.17
84,633.09
23,790.43
242,113.42
CURRENT ASSETS
Inventories
Trade Receivables
Cash and Bank Balances
Short-Term Loans and Advances
Other Current Assets
12
13
14
15
16
TOTAL
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
14,832.29
174.63
7,507.12
58,904.09
269.68
81,687.81
336,098.99
16,833.79
8,208.22
53,254.87
302.63
78,599.51
320,712.93
24
The accompanying notes are integral part of the financial statements.
As per our attached report of even date
For and on behalf of the Board of Directors
R. Venkiteswaran
Executive Director &
Chief Financial Officer
- Group Control Accounts
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
Sr. Vice President (Secretarial)
& Company Secretary
P. Acharya
Sr. Executive Director &
Wholetime Director
Place : Mumbai
Date : 23rd April, 2013
Place : Mumbai
26
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
PARTICULARS
Revenue from Operations (Gross)
Less: Excise Duty
Revenue from Operations (Net)
Other Income
Note No.
17
18
Total Revenue
Expenses :
Cost of materials consumed
Purchase of Stock-in-Trade
Changes in inventories of finished goods, work-in-progress and Stock-inTrade
Employee Benefit Expense
Financial Costs
Depreciation and Amortization Expense
Other Expenses
31st March, 2013
255,553.09
33,858.63
221,694.46
6,323.38
228,017.84
19
43
29,731.38
1,883.03
26,644.94
236.50
20
(1,597.02)
880.78
21
22
5,786.54
21,089.69
10,542.86
145,081.58
4,996.92
16,140.07
10,354.61
139,848.26
212,518.06
199,102.08
15,499.78
15,499.78
15,499.78
6,565.50
1,250.34
5,315.16
5,315.16
3,107.00
3,107.00
410.30
11,982.48
11,982.48
1,035.00
(1,023.63)
11.37
464.00
4,839.79
4,839.79
6.35
6.35
2.57
2.57
23
Total Expenses
Profit before exceptional and extraordinary items and tax
Exceptional Items
Profit before extraordinary items and tax
Extraordinary Items
Profit Before Tax
Tax Expense:
Current Tax
Less : MAT Credit Entitlement
Net Current Tax
Deferred Tax
Profit/(Loss) for the period from continuing operations
Profit/(Loss) for the period
Earning per Equity Share:
Basic
Diluted
(` in Lakhs)
31st March, 2012
233,211.14
30,430.01
202,781.13
2,886.45
205,667.58
24
The accompanying notes are integral part of the financial statements.
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
27
an n u al re p o rt 2 0 1 2 - 1 3
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 1
SHARE CAPITAL(` in Lakhs)
PARTICULARS
Authorised
423,899,600 Equity Shares (Previous Year 423,899,600) of ` 10/- each
31st March, 2013
Issued, Subscribed and Paid up
188,601,274 (Previous Year 188,601,274) Equity Shares of ` 10/- each fully paid-up
Add: Amount paid up on forfeited Shares
TOTAL
31st March, 2012
42,389.96
42,389.96
42,389.96
42,389.96
18,860.13
0.25
18,860.38
18,860.13
0.25
18,860.38
1) 185,649,464 - 98.43% (Previous Year 181,686,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company Binani Industries Limited and its nominees. 2) 14,500,000 Equity Shares have been bought back in financial year 2010-2011 under tender offer route and later extinguished.
3) Reconciliation of number of shares outstanding at the beginning and at the end of the year
Outstanding at the beginning of the year
Less : Shares bought back
Outstanding at the end of the year
31st March, 2013
No. of Shares
(` in Lakhs)
188,601,274
18,860.13
188,601,274
18,860.13
31st March, 2012
(` in Lakhs)
No. of Shares
188,601,274
18,860.13
188,601,274
18,860.13
4)
Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares entitled to one vote
per share . The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
NOTE NO. - 2
RESERVE & SURPLUS (` in Lakhs)
PARTICULARS
31st March, 2013
Capital Redemption Reserve
As per Last Balance Sheet
Add/Less : Transfer from/(to) Profit and Loss Account
1,450.00
-
Debenture Redemption Reserve
General Reserve
Add : Transferred from Profit and Loss Account
Balance in Profit & Loss Account
Transferred from Profit and Loss Statement
28
31st March, 2012
1,450.00
1,450.00
1,450.00
438.00
(438.00)
-
1,200.00
(762.00)
438.00
7,843.00
-
7,843.00
7,843.00
-
7,843.00
34,312.22
11,982.48
46,294.70
28,710.43
4,839.79
33,550.22
NOTE NO. - 2 CONTD
PARTICULARS
Transfer (to) / from Debenture Redemption Reserve
FOREIGN CURRENCY TRANSLATION RESERVE
Add : Exchange Difference during the year on net Investment in
non integral foreign operations
TOTAL
(` in Lakhs)
31st March, 2013
31st March, 2012
438.00
46,732.70
762.00
34,312.22
1,782.55
945.09
2,727.64
(161.45)
1,944.00
1,782.55
45,825.77
58,753.34
NOTE NO. - 3
LONG TERM BORROWINGS (` in Lakhs)
PARTICULARS
31st March, 2012
31st March, 2013
TERM LOANS
From Bank (Refer Note no. 32 B (I & II))
- Secured
- Unsecured
97,610.16
102,173.21
-
102,173.21
12,500.00
110,110.16
Financial Institutions
- Secured
1,059.88
376.26
DEFERRED PAYMENT LIABILITIES
Unsecured (Refer Note no. 28)
TOTAL
1,434.88
3,813.54
103,984.35
114,983.58
NOTE NO. - 4
OTHER LONG TERM LIABILITIES
(` in Lakhs)
PARTICULARS
31st March, 2013
31st March, 2012
Trade Deposits
3,520.17
3,365.90
TOTAL
3,520.17
3,365.90
NOTE NO. - 5
LONG TERM PROVISIONS PARTICULARS
(` in Lakhs)
31st March, 2013
31st March, 2012
For Leave Encashment
201.56
173.18
TOTAL
201.56
173.18
29
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 6
SHORT TERM BORROWINGS (` in Lakhs)
PARTICULARS
31st March, 2013
31st March, 2012
LOANS REPAYABLE ON DEMAND
From Bank
- Secured (Refer Note no. 32 C)
4,103.48
3,183.28
-
3,600.00
4,103.48
6,783.28
OTHER LOANS AND ADVANCES
- Secured
TOTAL
NOTE NO. - 7
OTHER CURRENT LIABILITIES PARTICULARS
Current maturities of Long term debt
(Refer Note no. 28 and 32 B (I & II) )
(` in Lakhs)
31st March, 2012
31st March, 2013
42,885.75
41,754.57
Interest accrued but not due on borrowings
15.06
7.03
Unpaid Dividends
19.17
19.23
VAT & withholding Taxes Payable
Advance from Customers
26,635.12
28,969.18
3,904.48
TOTAL
74,662.46
4,045.61
73,592.74
73,592.74
74,662.46
NOTE NO. - 8
SHORT TERM PROVISIONS PARTICULARS
(` in Lakhs)
31st March, 2012
31st March, 2013
PROVISION FOR EMPLOYEE BENEFITS
For Gratuity
TOTAL
30
47.61
141.69
28.19
169.88
169.88
30.80
78.41
78.41
277.10
519.31
Vehicles
Office and Other
Equipments
7,324.91
189,703.46
Total Previous Year
1,275.04
1,213.99
-
-
1,213.99
6.80
4.31
0.29
-
-
1,202.59
-
-
-
195,753.33
203,056.83
871.06
871.06
202,185.77
576.53
285.70
284.50
784.12
2,965.17
179,621.28
8,613.91
56.33
8,998.23
31st
March,
2013
64,124.79
73,782.60
313.44
313.44
73,469.16
264.81
126.09
206.47
455.46
515.02
69,021.47
2,871.50
8.34
-
10,354.77
10,543.01
162.56
162.56
10,380.45
49.78
40.75
17.80
53.39
141.95
9,684.29
391.91
0.58
-
Additions
during the
Period
-
-
-
696.96
958.45
-
-
958.45
5.59
3.60
0.29
-
-
948.97
Sales/
Transfers/
Adjustments
3,263.41
8.92
31st
March,
2013
73,782.60
83,367.16
476.00
476.00
82,891.16
309.00
163.24
223.98
508.85
656.97
77,756.79
Depreciation/Ammortisation
1st April,
2012
** Includes expenses of ` 26.57 Lakhs incurred for development of new Mine area from which ores are not yet extracted.
2. Plant & Machinery includes assets built on land not owned by the Company ` 226.34 Lakhs (Previous Year ` 212.83 Lakhs)
* 1. Buildings includes assets built on land not owned by the Company ` 398.02 Lakhs (Previous Year ` 398.02 Lakhs)
Capital Work-inProgress
8,517.49
348.88
195,753.33
522.18
Total Intangible Assets
348.88
8,168.61
64.02
12.91
3.09
-
-
2,578.99
224.60
-
5,285.00
Sales/
Transfers/
Adjustments
Gross Block
Additions
during the
Period
Total Fixed Assets
522.18
Computer Software
Intangible Assets
195,231.15
281.70
Furniture & Fixtures
Total Tangible Assets
784.12
2,965.17
178,244.88
8,389.31
56.33
3,713.23
1st April,
2012
Mine Exploration &
Developments **
Railway Sidings
Plant and Machinery *
Building* (Including
Roads)
Leasehold Land
Freehold Land
Tangible Assets
Fixed Assets
Particulars
FIXED ASSETS NOTE NO. 9
13,988.94
121,970.73
119,689.67
395.06
395.06
119,294.61
267.53
122.46
60.52
275.27
2,308.20
101,864.49
5,350.50
47.41
8,998.23
31st
March,
2013
11,719.17
121,970.73
208.74
208.74
121,761.99
254.50
151.01
75.23
328.66
2,450.15
109,223.41
5,517.81
47.99
3,713.23
31st
March,
2012
Net Depreciated Block
(` in Lakhs)
31
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 10
NON CURRENT INVESTMENTS (` in Lakhs)
31st March, 2012
PARTICULARS
31st March, 2013
Non Trade (valued at cost unless stated otherwise)
Investment in Equity Shares of Subsidiaries
Unquoted
75,600,000 fully paid up Shares (Previous Year 75,600,000 Shares)
of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up
48,749,925 Fully paid up Shares (Previous Year 48,749,925
Shares) of Krishna Holdings Pte. Ltd., Singapore of Singapore
Dollar 1 each
49,300,000 fully paid up (Previous Year 47,300,000 fully paid-up)
Shares of Murari Holdings Ltd. of US Dollar 1 each
15,000,000 fully paid up Shares (Previous Year 15,000,000) of
Bhumi Resources (Singapore) Pte. Ltd. of US Dollar 1 each
50,000 Fully paid up Shares (Previous Year 50,000) of Merit
Plaza Ltd. of ` 10 each
50,000 Fully paid up Shares (Previous Year 50,000) of Swiss
Merchandise Insfrastructure Ltd. of ` 10 each
6,209,000 Fully paid up Shares (Previous Year 3,659,000) of Binani
Ready Mix Concrete Ltd. of ` 10 each
10,000 Fully paid up Shares (Previous Year Nil) of Binani Energy
Pvt. Ltd. of ` 10 each
Investment in Preference Shares of Subsidiaries
Unquoted
9,631,835 fully paid up (Previous Year 9,631,835 fully paid-up)
8% Cumulative Preference Shares of Krishna Holdings Pte. Ltd.,
Singapore of Singapore Dollar 1 each
Aggregate value of Unquoted Investments
Advance for Investments in Subsidiaries
Murari Holdings Ltd.
Mukundan Holdings Ltd.
TOTAL
9,716.65
8,189.88
36,096.24
36,096.24
15,798.84
15,798.84
24,298.04
23,272.67
6,797.53
6,797.53
5.00
5.00
5.00
5.00
296.40
41.40
3.18
-
2,616.41
85,916.64
2,616.41
84,633.09
17,906.53
103,823.17
-
84,633.09
NOTE NO. - 11
LONG TERM LOANS AND ADVANCES (` in Lakhs)
31st March, 2012
PARTICULARS
31st March, 2013
Unsecured Considered Good
2,249.03
Capital Advances (Includes ` 1,000 Lakhs to a related party BIL
1,875.03
Infratech, Fellow Subsidiary)
Security Deposits
891.64
900.81
Loans and Advances to Subsidiary Companies (Refer Note no. 45
15,213.00
9,776.00
for related parties)
Advances recoverable in cash or in kind
218.42
386.47
Advance Tax Including Tax deducted at Source (net)
2,474.55
82.31
Mat Credit Entitlement
2,733.00
3,877.99
Fringe Benefit Tax (net)
10.79
23,790.43
10.79
16,909.40
23,790.43
TOTAL
16,909.40
32
NOTE NO. - 12
INVENTORIES (REFER NOTE NO. 24) (` in Lakhs)
PARTICULARS
Raw Material and Packing Material [(Includes ` 18.44 Lakhs in
transit), (Previous Year ` 5.33 Lakhs)]
Work - In - Progress
Finished Goods
Stores and Spares Parts and Fuel [(Includes ` 271.11 Lakhs in
transit), (Previous Year ` 48.27 Lakhs)]
Loose Tools Stock
TOTAL
31st March, 2012
1,685.81
31st March, 2013
1,203.76
51.33
2,172.57
12,895.37
72.99
4,032.62
9,502.38
20.54
14,832.29
14,832.29
28.71
16,833.79
16,833.79
NOTE NO. - 13
TRADE RECEIVABLES (` in Lakhs)
PARTICULARS
Unsecured, considered good
Other Debts - (less than six months)
TOTAL
31st March, 2013
174.63
31st March, 2012
174.63
174.63
-
-
NOTE NO. - 14
CASH & BANK BALANCES PARTICULARS
CASH & CASH EQUIVALENTS
Balances with Banks :
Current Accounts
Deposit Accounts (original maturity of less than 3 months)
Cheques, drafts on hand
Cash on hand
OTHER BANK BALANCES
Deposit Accounts (original maturity of more than 3 months) (in
margin Accounts)
Dividend Accounts
TOTAL
(` in Lakhs)
31st March, 2013
2,033.76
10.10
2,043.86
7,426.99
152.77
3.10
5.32
7,588.18
600.75
5,444.03
19.23
31st March, 2012
5,463.26
7,507.12
19.29
620.04
8,208.22
NOTE NO. - 15
SHORT TERM LOANS AND ADVANCES PARTICULARS
LOANS AND ADVANCES TO RELATED PARTIES (UNSECURED
CONSIDERED GOOD)
Due from Subsidiary Companies
Inter Corporate Deposits (Refer Note no. 45 for related parties)
OTHERS (UNSECURED CONSIDERED GOOD)
Balance with Statutory Authorities
TOTAL
31st March, 2013
54,704.00
2,055.46
2,144.63
54,704.00
4,200.09
58,904.09
(` in Lakhs)
31st March, 2012
9,651.00
39,950.00
2,237.54
1,416.33
49,601.00
3,653.87
53,254.87
33
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 16
OTHER CURRENT ASSETS (` in Lakhs)
PARTICULARS
Interest Receivable
31st March, 2012
31st March, 2013
135.82
99.35
Assets held for disposal
45.00
91.27
Forward Contract Premium (Unamortised)
88.86
TOTAL
269.68
112.01
302.63
269.68
302.63
31st March, 2013
Quantity MT
Value
5,680,553
254,906.09
647.00
255,553.09
33,858.63
221,694.46
31st March, 2012
Quantity MT
Value
5,611,969
232,334.79
876.35
233,211.14
30,430.01
202,781.13
NOTE NO. - 17
REVENUE FROM OPERATIONS PARTICULARS
Sale of Products
Cement*
Other Operating Revenues
Less : Excise Duty
TOTAL
(` in Lakhs)
* Sales include sale of traded goods of 43,952.75 MT amounting to ` 2,065.93 Lakhs (Previous Year 5,598.90 MT amounting to ` 316.91
Lakhs) and self consumption of 1,494.36 MT amounting to ` 41.37 Lakhs (Previous Year 3,154.48 MT amounting to ` 82.91 Lakhs).
NOTE NO. - 18
OTHER INCOME PARTICULARS
Interest Income (Inter Corporate Deposits)
Interest Income (Fixed Deposits)
Interest Income (Others)
Dividend Received (Current Investment)
Other Miscellaneous Income
TOTAL
(` in Lakhs)
31st March, 2013
5,980.53
31st March, 2012
2,108.33
127.18
49.11
50.99
115.57
6,323.38
413.02
56.05
199.00
110.05
2,886.45
31st March, 2013
6,618.03
58.10
5,252.42
7,722.40
9,316.69
763.74
29,731.38
31st March, 2012
7,386.57
51.61
5,242.97
5,496.05
8,467.74
26,644.94
NOTE NO. - 19
COST OF MATERIALS CONSUMED PARTICULARS
Limestone
Silica Sand (with iron ore/red ocher)
Gypsum
Fly Ash
Packing Materials
Purchased Clinker
TOTAL
34
(` in Lakhs)
NOTE NO. - 20
CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE PARTICULARS
31st March, 2013
(` in Lakhs)
31st March, 2012
(Increase)/Decrease in Work-in-Process
Opening Stock
51.33
Closing Stock
72.99
97.70
(21.66)
51.33
46.37
(Increase)/Decrease in Finished Stocks
Opening Stock
2,172.57
Closing Stock
4,032.62
Excise Duty - on Cement/Clinker stock and
samples etc.
Changes in inventories of finished goods,
work-in-progress and Stock-in-Trade
3,350.18
(1,860.05)
2,172.57
1,177.61
284.69
(343.20)
(1,597.02)
880.78
BREAK-UP OF OPENING AND CLOSING STOCK OF FINISHED GOODS
Opening Stock
Cement (MT)
Clinker (MT)
TOTAL
Closing Stock
Quantity (MT)
Value
Quantity (MT)
Value
45,765
1,226.29
61,253
1,672.92
(75,563)
(1,869.08)
(45,765)
(1,226.29)
40,585
946.29
115,537
2,359.71
(68,618)
(1,481.10)
(40,585)
(946.29)
2,172.57
4,032.62
(3,350.18)
(2,172.57)
Closing Stock of Cement is net of Shortages, Damages & Handling Loss - 3,648.00 MT (Previous Year 7,339.85 MT)
(Figures in brackets pertain to Previous Year)
NOTE NO. - 21
EMPLOYEE BENEFIT EXPENSE PARTICULARS
(` in Lakhs)
31st March, 2013
31st March, 2012
5,051.93
4,360.25
Contribution to Provident and other Funds
310.20
292.38
Gratuity Expenses
138.40
102.52
Workmen and Staff Welfare Expenses
286.01
241.77
5,786.54
4,996.92
31st March, 2013
31st March, 2012
Salaries and Wages
TOTAL
NOTE NO. - 22
FINANCE COSTS PARTICULARS
Interest Expenses
(` in Lakhs)
20,242.80
15,015.94
Other Borrowing Costs
728.16
865.38
(Gain)/Loss on foreign currency transactions (net)
118.73
258.75
21,089.69
16,140.07
TOTAL
35
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NOTE NO. - 23
OTHER EXPENSES PARTICULARS
Power & Fuel
Freight and Loading Expenses on Clinker Transfer
Consumption of Stores and Spares
Repairs and Maintenance
-Buildings
- Plant and Machinery
-Others
Other Operating Expenses
Rent
Insurance
Rates and Taxes
Exchange Fluctuation (net)
Advertisement and Sales Promotion
Royalty on Trademark
Directors Fee
Freight & Forwarding
Commission to Selling Agents
Loss on sale / discard of Fixed Assets (net)
Management Services Fee
Miscellaneous Expenses
TOTAL
36
(` in Lakhs)
31st March, 2013
55,385.83
5,462.71
4,929.37
31st March, 2012
60,256.60
4,412.09
5,110.29
169.68
1,218.46
105.49
2,153.61
423.47
649.99
780.65
1,601.58
11.54
11,045.13
12.27
50,376.57
3,456.39
224.28
3,938.50
3,136.06
145,081.58
182.39
1,115.13
83.83
1,860.36
401.40
607.62
602.08
1,559.87
359.01
8,062.39
2.03
45,533.55
3,284.17
456.31
3,114.30
2,844.84
139,848.26
NOTE NO. - 24
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention, except where impairment is made and on accrual basis
in accordance with accounting principles generally accepted in India and the provisions of the Companies Act, 1956. Accounting policies
have been consistently applied by the Company and are consistent with those used in the Previous Year.
USE OF ESTIMATES
The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and
assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported
amount of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the
period in which the results are known / materialised.
REVENUE RECOGNITION
a) Domestic Sales are accounted for on transfer of substantial risks and rewards which generally coincides with dispatch of products to
customers and Export Sales are accounted for on the basis of dates of Bill of Lading. Sales are net of Rebate & Discount.
b)
In case of sale of Carbon Credits, (Certified Emission Reductions), revenue is recognized on submission of application with UNFCCC
after execution of agreement with the buyer.
c) Export benefits are accounted for on the basis of application filed with the appropriate authority.
d)Dividend Income on Investments is accounted for when the right to receive the payment is established. Interest income is recognised
on accrual basis.
ACCOUNTING OF CLAIMS
a) Claims receivable are accounted for at the time when reasonable certainty of receipt is established. Claims payable are accounted for
at the time of acceptance.
b) Claims raised by Government Authorities regarding taxes and duties, are accounted for based on the merits of each claim. If same is
disputed by the Company, these are shown as ‘Contingent Liabilities’.
FIXED ASSETS
Fixed Assets are stated at cost, net of Cenvat less accumulated depreciation and impairment loss (if any). Cost includes trial run and
stabilization expenses, interest, finance costs and incidental expenses up to the date of capitalization less specific grants received, if any.
INTANGIBLE ASSETS
Intangible Assets are stated at cost of acquisition less accumulated amortisation and impairment loss if any.
DEPRECIATION AND AMORTISATION
Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under Schedule XIV
of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of depreciation is considered.
Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner prescribed as per
Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company. However Buildings & Roads
inside plant are treated as Factory Buildings and depreciation is charged accordingly.
The total expenditure on mine exploration and development is amortised in the ratio of ore extracted to the total estimated exploitable
reserves.
Leasehold Land is amortised on a straight-line basis over the period of lease.
37
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Assets having individual value below ` 5000 is depreciated @ 100% and mobile phones are charged to revenue considering their useful life
to be less than one year.
Expenditure on major computer software is amortised on a straight-line method over the period of five years.
IMPAIRMENT OF ASSETS
At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on assets by
considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of
Assets” issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as
impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognised in the earlier accounting
periods is reversed, if there has been a change in the estimate of recoverable amount.
VALUATION OF INVENTORIES
Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted average cost
(net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment basis plus custom duty and
net realisable value. Loose Tools are charged over a period of three years. However, materials held for use in the production of inventories
are not written down below cost if the finished products in which they are used and expected to be sold at or above cost.
Finished Goods and Work – in – Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for this purpose
includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.
CONTINGENCIES / PROVISIONS
A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources
embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are
not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet
date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed,
unless the possibility of an outflow of resources embodying the economic benefit is remote.
INVESTMENTS
Investments classified as long term investments are stated at cost. Provision is made to recognise any diminution, other than temporary,
in the value of such investments. Current Investments are carried at lower of cost and fair value.
FOREIGN EXCHANGE TRANSACTIONS
Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting
from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies,
are recognized in the profit and loss account. In case of forward contracts (non speculative), the premium / discount are dealt with in the
profit and loss account over the period of contracts. Exchange difference arises on a monetary items in substance form part of enterprises
net investment in non integral foreign operation is accumulated in a foreign currency translation reserve till the disposal of the net
Investment.
EXPENDITURE DURING CONSTRUCTION PERIOD
In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses net of
revenue earned, prior to commencement of commercial production are capitalised.
EMPLOYEE BENEFITS
i) Defined Contribution Plan
Contribution to defined contribution plans are recognised as expense in the Profit and Loss Account, as they are incurred.
ii) Defined Benefit Plan
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.
38
BORROWING COSTS
Borrowing costs, which are directly attributable to acquisition, construction or production of a qualifying asset, are capitalised as a part of
the cost of the asset. Other borrowing costs are recognised as expenses in the period in which they are incurred.
SEGMENT REPORTING POLICIES
Primary Segment is identified based on the nature of products and services, the different risk and returns and the internal business
reporting system. Secondary segment is identified based on geographical area in which major operating divisions of the Company operate.
OPERATING LEASE
The leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items, are classified as
operating leases. Operating lease payments are recognised as expenses in the Profit and Loss Statement.
EARNING PER SHARE
Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity share holders by the weighted
average number of equity shares outstanding during the year. For the purpose of calculating diluted earning per share, the net profit or
loss for the year attributable to equity share holders and the weighted average number of shares outstanding during the year are adjusted
for the effects of all dilutive potential equity shares.
CASH AND CASH EQUIVALENTS
Cash and Cash equivalents for the purpose of Cash Flow Statements comprise Cash in hand and at bank in Current Accounts and Deposit
Accounts with maturity less than 3 months.
INCOME TAXES
Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with Accounting
Standard 22 on “Accounting For Taxes on Income”, issued by the ICAI. Current tax is measured at the amount expected to be paid to the
tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the current period timing differences between
taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are
recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred
tax assets arising on account of unabsorbed depreciation and losses are recognised if there is virtual certainty that sufficient future
taxable income will be available to realise the same.
NOTE NO. - 25
The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances)
` 17,012.16 Lakhs (Previous Year ` 1,830.97 Lakhs).
NOTE NO. - 26
Contingent Liabilities not provided for :
(i)
The Company has imported fuel without payment of Customs Duty aggregating to ` 6.77 Lakhs (Previous Year ` 6.77 Lakhs) by
utilizing transferable DEPB Licenses purchased from the market in the ordinary course of business. The Customs Department has
issued show cause notice alleging that the original purchaser had obtained these licenses fraudulently. The above case is pending
with Commissioner of Customs, Kandla. Company is hopeful of success as the Company is not at fault.
(ii)
Demands raised by Excise Department in various matters aggregating to ` 36 Lakhs (Previous Year ` 31.50 Lakhs) - against this we
have deposited ` 6.28 Lakhs under protest (Previous Year ` Nil). Appeals are pending with various Appellate Authorities.
(iii)
Demands raised by Customs Department, Jamnagar in relation to import of coal made in earlier years aggregating to ` 30.61 Lakhs
(Previous Year ` 30.61 Lakhs). the Company has filed Appeals before CESTAT, Mumbai. CESTAT Mumbai has set aside the order of
the Appellate Commissioner with a direction that the appeal by the department against the Assistant Commissioner’s orders should
be heard denovo on merits by the Commissioner (Appeals). Now Department has filed an appeal before the Hon’ble High Court of
Gujarat against the order of CESTAT.
39
an n u al re p o rt 2 0 1 2 - 1 3
(iv)
Demands raised by Excise Department in various matters in relation to payment of Service Tax / Cenvat Credit of Service Tax
` 58.72 Lakhs (Previous Year ` 59.75 Lakhs). Appeals are pending with various Appellate Authorities. We have reversed cenvat credit/
paid ` 24.78 Lakhs (Previous Year ` 1.08 Lakhs) under protest.
(v)
Commissioner, Central Excise, Jaipur II issued a show cause notice disputing basis of Excise Duty calculated for sales made to
contractual buyers. We have paid duty accordingly before issuing of show cause notice. However Commissioner imposed penalty of
` 1 Lakh (Previous Year ` 1 Lakh) which is disputed by us on the ground that we have paid duty before issuing show cause notice,
and an appeal has been filed before CESTAT and stay granted against recovery of penalty till disposal of appeal.
(vi)
Demands raised by Additional Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital
goods falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 34.70 Lakhs (Previous Year ` 34.70 Lakhs). the Company filed
an appeal before Commissioner (Appeals), Jaipur II and same was rejected. Thereafter Company filed an appeal with CESTAT New
Delhi and CESTAT has set aside the order and matter has been remanded back to the adjudicating authority to deal with the matter
afresh in accordance with the provisions in law.
(vii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods
falling under Chapter 72, 73, 59, 69, 39 & 83 amounting to ` 138.55 Lakhs (Previous Year ` Nil). We are filing an appeal before
CESTAT, New Delhi.
(viii) Demands confirmed by Commissioner Central Excise, Jaipur II in relation to Cenvat Credit of Excise Duty paid on Capital goods
falling under various Chapters amounting to ` 1.38 Lakhs (Previous Year ` Nil). the Company filed an appeal before CESTAT, New
Delhi and stay granted.
(ix)
Demand raised for difference in duty amounting to ` 0.52 Lakhs (Previous Year ` Nil) between duty payable at MRP based assessable
value and duty paid on transaction value in relation to sales made to Industrial buyer which was subsequently resold by them. We
have already deposited differential duty demand alongwith interest before issue of show cause notice. However Commissioner has
reviewed the order for imposition of penalty and in view of this the department has filed an appeal before Commissioner (Appeals)
Jaipur II.
(x)
Demands raised by Additional Commissioner Central Excise, Jaipur I in relation to Cenvat Credit of Excise Duty paid on Capital goods
falling under various Chapters amounting to ` 6.55 Lakhs (Previous Year ` Nil). The Company filed an appeal before Commissioner
(Appeals) Jaipur I.
(xi)
Demands raised for differential Custom duty by Customs Department, Jamnagar in relation to Bill of entry no. F-176 date 06.02.2009
of 24104 MT for Indonesian coal imported in 2009-10, aggregating to ` 42.16 Lakhs (Previous Year ` 42.16 Lakhs), on the ground
of valuation of coal taking C & F value of coal @ $ 154.34 PMT instead of $ 86 PMT on which we have paid the customs duty i.e. the
price finally agreed by the supplier as the coal supplied by the supplier was of inferior quality . The Company filed appeal before the
Commissioner of Customs (Appeals), Jamnagar but the same has been rejected. The Company has filed an appeal before CESTAT,
Ahmedabad against the order of the Commissioner of Customs (Appeals), Jamnagar and stay granted.
(xii) Demands raised by Sales Tax Department aggregating to `70.21 Lakhs (Previous Year `70.21 Lakhs) contending that the Company
has wrongly adjusted sales tax on account of trade discounts. The Company has filed a writ petition before Hon’ble High Court,
Jodhpur and has also obtained an interim relief. Besides this, the Sales Tax department has also issued demand notices relating to
various matters aggregating to ` 0.50 Lakhs (Previous Year `0.50 Lakhs), which are being contested by the Company, including in
appeal and is hopeful of success.
(xiii) Demands raised by U P Commercial Tax Department on account of entry tax on Cement for the year 2003 to 2009 aggregating to
` 270.66 Lakhs (Previous Year ` 169.36 Lakhs), based on market price which was disputed by the Company before various appellate
authorities on the ground that the Entry Tax is payable on stock transfer price. The Company has paid ` 36.29 Lakhs (Previous Year
` 36.29 Lakhs) under protest .
(xiv) Demand assessed by Uttar Pradesh Commercial Taxes Department on account of entry tax ` 263.90 Lakhs for the period
2009-10 (Previous Year ` 268.01 Lakhs), based upon the market value of cement stock transfer. The Case is pending before Hon’ble
Supreme Court. Against the demand we have deposited ` 158.67 Lakhs based upon stock transfer price and balance demand of
` 105.23 Lakhs recovered through encashment of Bank Gurantee has been paid under protest. Also department has raised demand
of ` 36.78 Lakhs towards Interest against which we have paid ` 20.46 Lakhs under protest and balance Interest demand is stayed.
40
(xv) Demand raised by Uttar Pradesh Commercial Taxes Department on account of penalty on late deposit of VAT amounting to ` 21.60
Lakhs (Previous Year ` 21.60 Lakhs). Appeal filed before Commercial Taxes Tribunal, Ghaziabad against the order of Additional
Commissioner (Appeals), Commercial Taxes, Ghaziabad . We have deposited ` 12.96 Lakhs (Previous Year ` 12.96 Lakhs) under
protest.
(xvi) Joint Commissioner Commercial Taxes, Ghaziabad has imposed penalty of ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) on account of
incomplete documents carried by Truck of Cement. We have deposited ` 1.32 Lakhs (Previous Year ` 1.32 Lakhs) under protest and
filed an appeal before Additional Commissioner (Appeals), Commercial Taxes, Ghaziabad.
(xvii) The Joint commissioner (Corporate Circle), UP Commercial Taxes, Ghaziabad has passed the Assessment order for the year 2008-09
& 2009-10 and raised additional demand of ` 8.09 Lakhs. The case for the year 2008-09 is pending before Additional Commissioner
(Appeal), Commercial Taxes Ghaziabad. Against demand of ` 4.88 Lakhs for the year 2008-09 ` 1.59 Lakhs deposited under protest
and stay granted for ` 2.44 Lakhs. For the year 2009-10 we are in process of filling an appeal before Additional Commissioner
(Appeal), Commercial Taxes Ghaziabad.
(xviii) Letters of Credit opened by banks on behalf of the Company ` 233.64 Lakhs (Previous Year ` 183 Lakhs).
(xix) Guarantees given by Banks ` 390.01 Lakhs (Previous Year ` 371.90 Lakhs).
(xx) Corporate Guarantees given to Banks in respect of loans to subsidiaries, step down subsidiaries, holding company and its other
subsidiaries / step down subsidiaries ` 2,21,226.55 Lakhs (Previous Year ` 2,08,859.28 Lakhs).
(xxi) Claims against the Company in respect of certain Income Tax matters ` 2,075.63 Lakhs (Previous Year ` 1,147.86 Lakhs ) out of
which ` 863.31 Lakhs has been paid by the Company or adjustable by the department against the refund due to the Company.
(xxii) the Company has placed a purchase order for procurement of “Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied
the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the Ship M/s Great Eastern
Shipping Co. Ltd. has filed the suit against the Company for providing original Bills of lading. We have informed to that the balance
amount due to them will be paid after adjustment of the losses and expenditure incurred / to be incurred by Binani Cement Limited
till the time matter is finally resolved. the Company have incurred expenses of ` 740.73 Lakhs up to 31.03.2013 (upto Previous Year
` 503.79 Lakhs) to defend the suit filed by M/s Great Eastern Shipping Co. Ltd. and debited the same to the account of supplier as
to be recovered from the party.
(xxiii) Under the Rajasthan Finance Act, 2006, the Assessing Authority has assessed land tax on leasehold land for the year 2006-07 to
2011-12 and raised demand notices for ` 1,701.40 Lakhs. The matter was challenged by the Company in Hon’ble Rajasthan High
Court, Jaipur. Hon’ble High Court has granted stay on demand notices and ordered to deposit certain amount in respect of each year.
The Company has already deposited ` 48 Lakhs in advance for the year 2006-07. In the current year 2012-13, ` 150 Lakhs as been
deposited towards the demands for the year 2007-08 to 2011-12 in compliance of the orders of Hon’ble High Court. The matter is
already protested and is subjudice.
NOTE NO. - 27
Claims against the Company not acknowledged as debts :
(i)
Quality Claims ` 0.07 Lakhs (Previous Year ` 1.80 Lakhs).
(ii)
Other Matters ` 0.25 Lakhs (Previous Year ` 1.54 Lakhs).
NOTE NO. - 28
The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee,
but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit
of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of ` 20,266.98 Lakhs upto
31st March, 2006. The Sales Tax Department filed a revision petition before the 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 ` 13,327.19 Lakhs (excluding interest,
if any) availed by the Company till 31st March, 2006.
41
an n u al re p o rt 2 0 1 2 - 1 3
However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f. 1st April, 2006, an option has been given to switch over
to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989 subject to
the original limit of EFCI. The Company has exercised this option w.e.f. 1st April, 2006 under which 75% of VAT collected and payable after
the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as Unsecured Loan.
(Refer Note no. 3 & 7). The Company has paid ` 59.11 Lakhs under protest during 2012-13.
During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which
was not accepted. The Company has filed a case with 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 ` 3,967.09 Lakhs for the period 27th
May, 2007 to 30th April, 2008.
Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned
` 280.47 Crores in November, 2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the
amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the 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 ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under the Incentive Scheme.
The Company has continued to avail the deferment benefit, pending the decision of State Government / SLSC.
Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 1,7741.77 Lakhs against which we have deposited
` 399.21 Lakhs under protest as per the directions of the Hon’ble High Court and ` 600 Lakhs has been also deposited under protest
during 2012-13. The matter is pending for decision before Hon’ble Rajasthan High Court / State Government.
NOTE NO. - 29
The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related to the
difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in inventories of
finished goods, work-in-progress and Stock-in-Trade in profit and loss account.
NOTE NO. - 30
The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest
(Previous Year ` 333.06 Lakhs) shown as current liability in note 7, on account of entry tax on goods under the Rajasthan Tax on Entry of
Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 2006. the Company has filed a writ petition
on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under Section 16(3) of the
said “Act”. The said petition was admitted by the 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
` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted solvent security for the
balance amount.
NOTE NO. - 31
The Company was selling Cement on inter-state sales @ 6% CST without “C” form u/s 8(5) of CST act as per notification no. F.4(1)FD/Tax
Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of “C” or “D” form in the earlier
notifications issued prior to 11.05.2002 on 27.09.2005, which clearly establishes that prior to amendment in the notification, there was
no requirement of ‘C’ forms unless the notifications are amended. The above referred notification dated 21.01.2000 was rescinded by the
Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has raised demand notices in
respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in Hon’ble Rajasthan High Court,
Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against submission of bank guarantee for
the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank Guarantees of ` 60.52 Lakhs (including
interest) to the Assessing Authority, Commercial Taxes Department, Pali.
42
NOTE NO. - 32: LOANS - SECURED
A
i)
B.
I)
a)
II)
a)
b)
c)
d)
Nature of Loans
DEBENTURES
11.95% (Reset
Rate) Secured
Redeemable
Non Convertible
Debentures
(11.95% SRNCD)
Nature of Security
Secured by a) a charge created on the movable and immovable
properties of the Company both present and future (except (a) the Assets
Specifically charged (see note below) b) exclusive first charge on plot
of land situated at village Mouj, Dhanot, Kalol, Distt. Mehsana, Gujarat
subject to charges on specified movables created for securing the
borrowings for working capital requirements from Banks ranking paripassu with charges created and/or to be created in favour of Financial
Institutions/Banks/Debentures Trustee(s) executed by the Company and
c) Corporate Guarantee of Binani Industries Limited (BIL).
The Debenture redeemed in a period of 6 years in quarterly instalments
of ` 291.70 Lakhs, commencing from 31st March, 2007 and ending on
31st December, 2012.
TERM LOANS
Eksport Kredit
Secured by a) Exclusive first charge on the assets imported from M/s.
F.L.Smidth, Denmark under the Export Contract dated 14.09.2005 and
Finansiering
defined clearly in the loan agreement dated 06.02.2007 entered with
A/S - Foreign
Currency Loans EKF A/s. b) Pari Passu charge on Trust and Retention account and c)
Corporate Guarantee of BIL. Loan repayable in 11 equal half yearly
instalments of USD 6.86 Lakhs commencing from June, 2009 and
interest rate 1.26% p.a. (Libor+75 bps).
Banks
IDBI Bank Ltd.
Secured/to be secured a) first mortgage and charge created on
movable and immovable properties of the Company both present and
(IDBI) - Term
future ((a) except the assets charged Specifically (see note below) b)
Loans
Corporate Guarantee of BIL, except the term loan of ` 6,000 Lakhs
and ` 7,500 Lakhs (whose outstanding as on 31st March, 2013 is `
1,500 Lakhs and ` 7,500 Lakhs) and c) Pari Passu charge on Trust
& Retention Account (Except for term loan of ` 6,000 Lakhs and
` 7,500 Lakhs). Term Loans repayable ` 7,071.01 Lakhs in Financial
Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 2014-15 to 201516, ` 2,615.96 Lakhs for Financial Year 2016-17, ` 2,290.92 Lakhs for
Financial Year 2017-18 and ` 954.55 Lakhs for Financial Year 2018-19
and Interest rate ranging from 12.50% to 14.25% per annum.
Syndicate Bank
Secured/to be secured by a) Exclusive first charge on Plant and
Machinery, Equipments of 4th cement grinding unit situated at
- Term Loan
Binanigram, Pindwara, Sirohi, Rajasthan and b) pari passu first charge
on the portion of land pertaining to the 4th cement grinding unit
situated at Binanigram, Pindwara, Sirohi, Rajasthan.
Loan repayable in 14 equal quarterly instalments of ` 285.71 Lakhs
commencing from December, 2011 and Interest rate 13.50% per annum.
Syndicate Bank
Secured/to be secured by a) First pari passu charge on Fixed Assets
of the Company except the Assets Specifically charged (see note
- Term Loan
below) b) Post dated cheques for payment of principal & interest and c)
Personal Guarantee of a promoter Director. Loan repayable in 8 equal
quarterly instalments of ` 937.50 Lakhs commencing from June, 2015
and Interest rate @ 12.50% per annum.
Syndicate Bank
Secured/to be secured by a) second charge on the Company's fixed
assets both present and future except assets specifically charged (see
- Rupee Term
note below).
Loan
Loan repayable in 5 yearly instalments (at the end of 1st and 2nd year
` 1,500 Lakhs each, at the end of 3rd and 4th year ` 2,500 Lakhs each
and of 5th year ` 2,000 Lakhs) commencing from November, 2012 and
Interest rate @ 12.50% per annum.
31st March'13
(` in Lakhs)
31st March'12
-
875.00
1,128.78
1,766.47
24,074.46
28,985.77
2,285.70
3,428.56
7,500.00
7,500.00
8,500.00
10,000.00
43
an n u al re p o rt 2 0 1 2 - 1 3
e)
44
Nature of Loans
UCO Bank Term Loan
f)
Central Bank
of India - Term
Loan
g)
State Bank of
India - Term
Loan
h)
Punjab National
Bank - Term
Loan
i)
Bank of Baroda
- Term Loan
j)
Central Bank
of India - Term
Loan
k)
Yes Bank - Term
Loan
l)
Bank of Baroda
- Term Loan
m)
Indian Overseas
Bank - Term
Loan
n)
Ratnakar Bank Term Loan
Nature of Security
31st March'13
Secured/to be secured by a) pari passu subservient hypothecation
charge on the plant and machinery of the Company except assets
specifically charged (see note below) b) Post dated cheques for
repayment of Principal & Interest.
Loan repaid in 4 equal quarterly instalments of ` 1,500 Lakhs
commencing from June, 2012 and Interest rate @ 12.70% per annum.
Secured/to be secured by a) pari passu subservient hypothecation
charge on the movable assets of the Company except assets specifically
charged (see note below). b) Post dated cheques for repayment of
Principal & Interest.
commencing from December, 2012.
Secured/to be secured by a) Second pari passu charge on Fixed Assets
of the Company except assets specifically charged (see note below).
Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, ` 3,500
Lakhs and ` 3,500 Lakhs commencing from September, 2012.
Secured / to be secured by pari passu subservient hypothecation charge
5,000.00
on the Fixed Assets of the Company except assets specifically charged
(see note below)
Loan repayable in 2 equal quarterly instalments of ` 2,500 Lakhs
commencing from October, 2013 and Fixed Interest rate @ 11% per
annum.
Secured/to be secured by a) Subservient charge on fixed assets of
5,000.00
the Company both movable & immovable except assets specifically
charged (see note below).
commencing from December, 2012 and Interest rate @ 12.75%% per
annum.
Secured/to be secured by a) First pari passu charge on Fixed Assets
14,000.00
commencing from December, 2011 and Interest rate @ 12.75% per
annum.
Secured/to be secured by a) Exclusive first charge on movable and
8,750.00
immovable properties including land of first phase of 2x22.30 MW
captive thermal power plant, comprising of 1x22.30 MW power plant,
all associated equipments and shared facilities situated at Pindwara,
Sirohi, Rajasthan and all goods and equipments forming part of the
plant and on other such assets. b) post dated cheques.
Loan repayable in 16 equal quarterly instalments of ` 625 Lakhs
commencing from December, 2012 and Interest rate @13.10% per
annum.
Secured/to be secured by a) First pari passu charge on Fixed Assets of
7,500.00
the Company except assets specifically charged (see note below).
Loan repayable in 8 equal quarterly instalments of ` 937.50 Lakhs
commencing from January, 2015 and Interest rate @ 12.50% per annum.
Secured/to be secured by a) First pari passu charge on Fixed Assets of
15,000.00
the Company except assets specifically charged (see note below).
commencing from June, 2015 and Interest rate @ 13% per annum.
Secured/to be secured by a) Subservient hypothecation charge on the
entire current assets and movable fixed assets both present and future
of the Company except assets specifically charged (see note below). b)
Post dated cheques for payment of principal.
Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs
commencing from January, 2013.
(` in Lakhs)
31st March'12
6,000.00
5,000.00
10,000.00
5,000.00
10,000.00
18,000.00
10,000.00
7,500.00
15,000.00
3,600.00
31st March'13
(` in Lakhs)
31st March'12
Secured / to be secured by a) first pari passu charge on the fixed assets
of the Company except assets specifically charged (see note below)
Loan repayable in 7 yearly Instalments of ` 700 Lakhs in 1st year, ` 1,300
Lakhs in 2nd year, ` 2,000 Lakhs, in each from 3rd year to 7th year,
commencing from 31.03.2015 and Interest rate @ 12.75% per annum.
12,000.00
-
Union Bank of
India - Rupee
Term Loan
of the Company except assets specifically charged (see note below)
b) second charge on current assets of the Company and c) Corporate
Guarantee of Binani Industries Limited. Loan repayable ` 290 Lakhs in
Financial Year 2014-15, ` 540 Lakhs in Financial Year 2015-16 and ` 834
Lakhs from Financial Year 2016-17 to 2020-21 and Interest rate @ 12%
per annum.
5,000.00
-
q)
State bank of
Patiala - Term
Loan
of the Company except assets specifically charged (see note below) .
b) second charge on current assets of the Company and c) Corporate
Guarantee of Binani Industries Limited.
Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380 Lakhs in
Financial Year 2015-16 and ` 583 Lakhs from Financial Year 2016-17 to
2020-21 and Interest rate @ 12.75% per annum.
2,500.00
-
r)
Bank of Baroda
- Term Loan
Secured / to be secured by first pari passu charge on the fixed assets of
the Company except assets specifically charged (see note below)
Loan repayable ` 525 Lakhs in Financial Year 2014-15, ` 975 Lakhs in
Financial Year 2015-16 and ` 1,500 Lakhs from Financial Year 2016-17
to 2020-21 and Interest rate @ 11.75% per annum.
9,000.00
-
s)
Punjab National
Bank - Term
Loan
Secured / to be secured by first pari passu charge on the fixed assets
Loan repayable in 20 quarterly instalments I.e.. 30-1-2014 and Interest
rate @ 13.25% per annum.
2,245.55
-
C.
WORKING CAPITAL DEMAND LOANS / CASH CREDIT
4,103.48
3,183.28
Nature of Loans
Nature of Security
o)
Central Bank of
India - Rupee
Term Loan
p)
From Scheduled
Banks
Secured against (a) First pari passu charge by way of hypothecation
of Raw Materials, Stock in Trade, Stock-in-Process, Finished Goods,
Consumables, Stores & Spares and Packing Material, Book Debts and
other Receivables belonging to the Company, b) Second pari passu
charge on the fixed assets of the Company c) Corporate Guarantee of
BIL and (d) pari passu charge on Trust and Retention Account.
Aggregate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further
secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs),
secured by Personal Guarantee of Shri Braj Binani.
ASSETS SPECIFICALLY CHARGED
i)
The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW thermal
power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes Bank
Limited.
ii)
The assets imported from M/s F.L.Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the loan
agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and
iii)
The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank.
45
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 33 (a) Raw Material Consumption :
(` in Lakhs)
Particulars
31st March, 2012
31st March, 2013
Quantity (Mt)
Value
Quantity (Mt)
Value
7,060,708
6,618.03
7,062,406
7,386.57
Indigenous
Limestone*
Silica Sand (with iron ore / red ochre)
7,985
58.10
8,266
51.61
Gypsum
347,966
5,252.42
331,993
5,242.97
Fly Ash
713,040
7,722.40
560,818
5,496.05
TOTAL
18,177.20
19,650.95
* Direct Cost of mining and crushing including Royalty and Cess.
(b)
Spares and Components Consumed:
(` in Lakhs)
Particulars
Imported
31st March, 2012
31st March, 2013
Value
%
Value
%
1,277.52
27.78
1,993.66
41.65
58.35
100.00
Indigenous
3,321.27
72.22
2,793.36
TOTAL
4,598.80
100.00
4,787.02
NOTE NO. - 34 Managerial Remuneration
(` in Lakhs)
Particulars
Salary
Contribution to Provident and other funds
Perquisites *
Commission to Directors (other than Whole-time Directors)
TOTAL
31st March, 2013
31st March, 2012
139.54
67.51
-
6.47
0.61
14.12
-
18.00
140.15
106.10
* Excluding contribution to gratuity fund and provision for leave encashment since the same are provided on an actuarial basis for
the Company as a whole.
NOTE NO. - 35 Value of imports calculated on C.I.F. basis
(` in Lakhs)
Particulars
31st March, 2013
31st March, 2012
Capital Goods
4,407.73
671.32
Raw Materials
-
287.28
1,743.09
1,031.50
Components and Spare Parts of Machinery
46
NOTE NO. - 36: Expenditure in Foreign Currency (on Accrual basis)
(` in Lakhs)
Particulars
Interest
Consultancy
31st March, 2013
31st March, 2012
453.49
130.44
5.05
19.22
Others
34.64
49.81
TOTAL
493.18
199.46
NOTE NO. - 37: Remuneration to Auditors
(` in Lakhs)
Particulars
31st March, 2013
31st March, 2012
As Auditor
15.00
11.25
For taxation matters
12.10
9.19
For other services
15.00
1.59
Statutory Auditors
For reimbursement of expenses
TOTAL
1.18
0.42
43.28
22.45
1.00
0.90
Cost Auditors
As Auditor
For other services
-
0.18
For Reimbursement of expenses
0.21
-
TOTAL
1.21
1.08
NOTE NO. - 38
Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited
(BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk
Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above
mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of `
11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate
name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses.
47
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 39
The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses
pertaining to these projects incurred, included under capital work in progress, are as under:
Particulars
Balance Brought forward
Power and Fuel
Repairs and Maintenance - Others
Management / Consultancy Fee
Salaries and Wages
Rent
Insurance
Other Sundry Expenses
Depreciation
Exchange Loss (Net)
Finance Charges
Less:
Exchange Fluctuations (net)
Miscellaneous Income
Balance in Capital work in Progress
Less : Capitalised
Balance carried forward
31st March, 2013
4,090.46
2.39
63.23
0.04
125.75
110.45
6.31
0.01
0.68
17.11
104.34
0.16
309.19
119.85
4,949.96
(` in Lakhs)
31st March, 2012
2,820.47
21.81
1,074.86
134.91
8.63
0.09
4.11
13.25
141.59
0.15
23.91
4,243.78
4,949.96
4,949.96
143.29
0.75
4,099.74
9.28
4,090.46
NOTE NO. - 40
There are no Micro, Small and Medium Enterprises as defined in the “Micro, Small and Medium Enterprises Development Act, 2006”
to whom the Company owes dues. This information has been determined to the extent such parties have been identified on the basis
of information available with the Company.
NOTE NO. - 41
The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below:
Particulars
a) Deferred Tax Liability
Depreciation
Total
b) Deferred Tax Asset
Disallowance under Income Tax Act, 1961
Unabsorbed losses and depreciation as per previous return
TOTAL
Deferred Tax Liability
Provided upto last year
Provision for additional Deferred Tax Liability
Rounded off
31st March, 2013
(` in Lakhs)
31st March, 2012
21,610.95
21,610.95
21,253.79
21,253.79
(1,737.66)
(1,791.05)
(1,737.66)
19,873.29
19,463.00
410.29
410.30
(1,791.05)
19,462.74
18,999.00
463.74
464.00
NOTE NO. - 42
The Company operates in a single segment i.e., “Production and Sales of Cement and Clinker”. Hence no additional disclosure
under Accounting Standard - 17, “Segment Reporting” is required in these financial statements. There is no reportable Geographical
Segment.
48
NOTE NO. - 43
Purchase of Stock-in-trade represents Cement.
NOTE NO. - 44
a)
Particulars of unhedged foreign currency exposure as at Balance Sheet date
Particulars
Outstanding Creditors for Coal
Outstanding Creditors for Machinery
Outstanding Creditors for Spares
Loans Payables
b)
Currency
USD
USD
USD
USD
As at 31st March, 2013
13,199.93
1,470.78
1,128.78
(` in Lakhs)
As at 31st March, 2012
8,003.00
15.56
1,583.53
The details of forward contracts outstanding at the year end are as follows:
Currency
Number of Contracts
Buy Amount
Purpose
USD
8
25,276,690
Creditors Payment
NOTE NO. - 45
Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants
of India :
The Company has entered into transactions in ordinary course of business with related parties as per details below :
(As certified by the Management) :
(` in Lakhs)
Particulars
Holding
Company
Subsidiary/
stepdown
subsidiary /
Associates
Fellow
Subsidiary
Enterprises
where Key
Management
Personnel has
got significant
influence
Total
Payment of Services charges /
Reimbursement of Expenses
- Triton Trading Co. Pvt. Limited
-
-
-
92.54
92.54
-
-
-
(95.34)
(95.34)
-
-
-
36.00
36.00
-
-
-
(36.00)
(36.00)
-
411.77
-
-
411.77
-
(376.14)
-
-
(376.14)
- Binani Ready Mix Concrete Ltd.
-
7.32
-
-
7.32
Balance (Receivable) as on 31st March,
2013
-
167.30
-
-
167.30
-
-
-
-
-
-
-
-
37,428.63
37,428.63
-
-
-
(32,878.13)
(32,878.13)
Balance Receivable as on 31st March,
2013
Sale of Cement
Purchases of Assets
Execution of transportation / other
services contract
- Dhaneshawar Solution Pvt. Ltd.
49
an n u al re p o rt 2 0 1 2 - 1 3
(` in Lakhs)
Particulars
Balance (Payable) as on 31st March,
2013
Holding
Company
Subsidiary/
stepdown
subsidiary /
Associates
Fellow
Subsidiary
Enterprises
where Key
Management
Personnel has
got significant
influence
Total
-
-
-
3,646.92
3,646.92
-
-
-
(1,235.84)
(1,235.84)
-
-
-
15.68
15.68
-
Interest paid on Inter Corporate Deposit
- Inter Corporate Deposit received /
repaid
-
-
-
-
-
-
-
2,850.00
2,850.00
-
-
-
-
-
Execution of works / supply contract by
- BIL Infratech Ltd.
Balance (Receivable) as on 31st March,
2013
-
-
518.47
-
518.47
-
-
(941.09)
-
(941.09)
-
-
732.50
-
732.50
-
-
(400.85)
-
(400.85)
-
-
-
92.63
92.63
-
-
-
(97.92)
(97.92)
-
-
-
-
-
-
-
-
(25.00)
(25.00)
-
-
-
125.00
125.00
-
-
-
(75.00)
(75.00)
-
-
-
-
-
-
-
-
-
-
Service Charges for vehicle / Rent etc.
- Binani Metals Ltd.
Donation
- G D Binani Charitable Trust
- G D Binani Charitable Foundation
Investments / Advance for Investments
- Krishna Holdings Pte. Ltd.
Balance as on 31st March, 2013
-
18,415.25
-
-
18,415.25
-
(18,415.25)
-
-
(18,415.25)
- Mukundan Holdings Ltd.
-
8,189.88
-
-
8,189.88
-
(30,292.44)
-
-
(30,292.44)
-
44,286.13
-
-
44,286.13
-
(36,096.24)
-
-
(36,096.24)
-
10,742.02
-
-
10,742.02
-
(1,038.64)
-
-
(1,038.64)
-
34,014.69
-
-
34,014.69
-
(23,272.67)
-
-
(23,272.67)
- Bhumi Resources (Singapore) Pte. Ltd.
-
-
-
-
-
-
-
-
-
-
-
6,797.53
-
-
6,797.53
-
(6,797.53)
-
-
(6,797.53)
- Murari Holdings Ltd.
50
(` in Lakhs)
Particulars
Holding
Company
Subsidiary/
stepdown
subsidiary /
Associates
Fellow
Subsidiary
Enterprises
where Key
Management
Personnel has
got significant
influence
Total
- Swiss Merchandise Pvt. Ltd.
-
-
-
-
-
-
-
-
-
-
-
5.00
-
-
5.00
-
(5.00)
-
-
(5.00)
- Merit Plaza Ltd.
-
-
-
-
-
-
-
-
-
-
-
5.00
-
-
5.00
-
(5.00)
-
-
(5.00)
-
255.00
-
-
255.00
-
(41.40)
-
-
(41.40)
-
296.40
-
-
296.40
-
(41.40)
-
-
(41.40)
-
3.18
-
-
3.18
-
-
-
-
-
-
3.18
-
-
3.18
-
-
-
-
-
- Murari Holdings Ltd.(Loan repayment
received)-net
-
(7,606.50)
-
-
(7,606.50)
-
(972.00)
-
-
(972.00)
-
-
-
-
-
-
(7,606.50)
-
-
(7,606.50)
- Mukundan Holdings Ltd.
(Loan repayment received)-net
-
(7,606.50)
-
-
(7,606.50)
-
(972.00)
-
-
(972.00)
-
-
-
-
-
-
(7,606.50)
-
-
(7,606.50)
-
25.00
-
-
25.00
-
-
-
-
-
-
25.00
-
-
25.00
-
-
-
-
-
- Binani Energy Pvt. Ltd.
Due from Subsidiaries
Maximum Balance Outstanding
` 7,606.50 Lakhs
(Previous Year ` 7,606.50 Lakhs)
Maximum Balance Outstanding
` 7,606.50 Lakhs
(Previous Year ` 7,606.50 Lakhs)
Maximum Balance Outstanding ` 280
Lakhs (Previous Year ` Nil)
51
an n u al re p o rt 2 0 1 2 - 1 3
(` in Lakhs)
Particulars
Holding
Company
Subsidiary/
stepdown
subsidiary /
Associates
Fellow
Subsidiary
Enterprises
where Key
Management
Personnel has
got significant
influence
Total
-
175.00
-
-
175.00
-
(3,900.00)
-
-
(3,900.00)
-
5,421.00
-
-
5,421.00
-
(5,246.00)
-
-
(5,246.00)
-
(75.00)
-
-
(75.00)
-
(4,400.00)
-
-
(4,400.00)
-
4,330.00
-
-
4,330.00
-
(4,405.00)
-
-
(4,405.00)
- Shandong Binani Rong'An Cement Co.
Ltd., China (SBRCC)
-
15.79
-
-
15.79
-
(-14.34)
-
(-14.34)
Balance outstanding as on 31st March, 2013
-
(4.22)
-
-
Advances to Subsidiaries
- Swiss Merchandise Infrastructure Ltd.
- Merit Plaza Ltd.
(Receipt) / Payment (net) arising out of
transactions in current account
(-20.01)
(4.22)
(-20.01)
-Binani Cement Factory Dubai LLC
-
(22.55)
-
-
(6.90)
Balance outstanding as on 31st March,
2013
-
7.35
-
(22.55)
-
-
(6.90)
-
-
7.35
(29.90)
-
-
(29.90)
-
-
-
-
(4,479.60)
-
-
-
(4,479.60)
5,980.53
-
-
-
5,980.53
(2,143.61)
-
(23.32)
-
(2,166.93)
Dividends Paid
- Binani Industries Ltd.
Interest received on dues / ICD
Inter Corporate Deposit given
-
29,789.00
-
-
-
29,789.00
(40,650.00)
-
(1,600.00)
-
(42,250.00)
54,704.00
-
-
-
54,704.00
(39,950.00)
-
-
-
(39,950.00)
1,650.34
-
-
-
1,650.34
-
-
-
-
-
(Figures in bracket pertain to Previous Year)
Note:
1
The remuneration paid to key management personnel Mr. P. Acharya (` 140.15 Lakhs) and payment towards Management
Services Fee and Royalty to Holding Company have been separately disclosed vide Note nos. 34 and 38 respectively.
2
Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in Note no. 32
52
3
Guarantee given by the Company to Banks for loans given to related parties are disclosed in Note no. 26 (xx).
4
Names of related parties and description of relationship:
a) Holding Company : Binani Industries Limited
b) Subsidiaries / step down subsidiaries where control exists : Krishna Holdings Pte Limited, Mukundan Holdings Limited,
Murari Holdings Limited, Swiss Merchandise Infrastructure Limited, Merit Plaza Limited, Bhumi Resources (Singapore)
Pte Limited, Binani Ready Mix Concrete Limited, Binani Cement Company WLL*, Binani Cement Factory (SFZ) Limited*,
BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement SARL
(Djibouti)*, Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan)*, PT Anggana Energy Resources,
Rightside Investments (Pty) Limited*, Binani Cement Co Limited (South Sudan)*, Trans Africa Cement Limited (Mauritius)*,
Weightbridge Investment (Pty) Limited, Botswana*, Christo Schuttle Investments Number Nine (Pty) Limited Nambia*,
Binani Cimentos (Mozambique) LDA*, Shandong Binani Rong’an Cement Company Limited (SBRCC), Binani Mineral
Resources (Mongolia) LLC, Binani Cement Factory LLC (BCF LLC), Binani Energy Pvt. Limited, Surya Ready Mix Pvt. Limited.
c) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL) , BT Composites Limited (BTCL), Wada
Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals
(Australia) Pty Limited., 3B Binani Glass Fibre Holding S.a.r.l.
d) Step down Subsidiary of Binani Cement Factory LLC, Dubai. : Binani Cement Company WLL, Binani Cement Factory (SFZ)
Ltd., BC Tradelink Limited, Binani Cement Factory (Kenya) Limited, Binani Cement (Uganda) Limited, Binani Cement
SARL (Djibouti), Binani Cement Factory Mauritius, Binani Cement Co Limited (Sudan). Step-down Subsidiary of Bhumi
Resources (Singapore) Pte Limited: PT Anggana Energy Resources. Step-down Subsidiary of BIL Infratech Limited : Binani
Infrastructure (Mauritius) Limited. Step-down Subsidiary of BZL : BZ Minerals (Australia) Pty Limited.
e) Key Management Personnel : Mr. Braj Binani, Mr. P. Acharya.
f)
Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian
with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited
* These Companies were closed down during the year.
NOTE NO. - 46 Earning per share is calculated as follows:
31st March, 2013
31st March, 2012
11,982.48
4,839.79
Equity Shares outstanding as at the period end (in Nos.)
188,601,274
188,601,274
Weighted average number of Equity Shares used as denominator for calculating
Basic and Diluted Earning Per Share (in Nos.)
188,601,274
188,601,274
10.00
10.00
6.35
2.57
Particulars
Net Profit after Tax (` in Lakhs)
Nominal Value per Equity Share (in `)
Earning Per Share (Basic and Diluted) (in `)
53
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 47 EMPLOYEE BENEFITS :
a)
Defined Contribution Plans :
During the year the Company has recognised ` 297.75 Lakhs (Previous Year ` 280.65 Lakhs) in the Profit and Loss Account on
account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC. (` in Lakhs)
Particulars
Leave Encashment Non-Funded
31st March, 2013
31st March, 2012
31st March, 2013
31st March, 2012
Current Service Cost *
86.65
74.09
25.77
17.01
Interest Cost
50.88
41.26
-
-
-
-
-
-
(47.93)
(41.97)
-
-
41.48
23.68
-
-
Past Service Cost
-
-
-
-
Settlement Cost
-
-
-
-
131.08
97.07
25.77
17.01
I
Expenses recognised in the Statement
of Profit & Loss
1
2
3
Employee Contributions
4
Expected return on plan assets
5
Net Actuarial (Gains)/Losses
6
7
8
Total Expenses
Gratuity Funded
* Current service cost in case of leave encashment are net of benefit paid during the year included under salary and allowance
II
Net Asset/(Liability) recognised in the Balance Sheet
1
Present value of Defined Benefit
Obligation
720.30
598.64
229.75
203.98
2
Fair value of plan assets
584.88
557.30
-
-
3
Funded Status [Surplus/(Deficit)]
(135.41)
(41.34)
-
-
4
Net Asset/(Liability)
(135.41)
(41.34)
(229.75)
(203.98)
III
Change in obligation during the year
1
Obligation at beginning of the year
598.64
500.17
203.98
186.97
2
86.65
74.09
25.77
17.01
3
Interest Cost
50.88
41.26
4
Settlement Cost
-
-
-
-
5
Past Service Cost
-
-
-
-
6
-
-
-
-
7
Actuarial (Gains)/Losses
34.46
21.44
8
Benefits Payments
(50.33)
(38.33)
9
Obligation at the end of the year
720.30
598.64
229.75
203.98
54
Gratuity Funded
IV
Change in Assets during the Year
1
Plan assets at the beginning of the year
31st March, 2013
31st March, 2012
557.30
524.63
2
Assets acquired on amalgamation in Previous Year
-
-
3
Settlements
-
-
4
-
-
5
Contributions by Employer
6
Actual benefits paid
7
8
Actual return on plan assets
9
Plan assets at the end of the year
V
The major categories of plan assets as a percentage of total plan
31.27
(50.33)
(38.33)
(7.01)
(2.24)
47.93
41.97
584.88
557.30
YES
YES
Discount Rate
8.25%
8.50%
Rate of Return on Plan Assets
8.70%
8.60%
Salary Escalation
7%
7%
Attrition rate
2%
2%
Qualifying Insurance Policy
VI
37.00
Actuarial Assumptions :
b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (Revised).
Actuarial value of liability is ` 203.98 Lakhs based upon following assumptions.
Discount Rate
Salary Escalation
8.25%
8.50%
7%
7%
NOTE NO. - 48
Operating Lease
a)
Operating lease payment recognised in Profit & Loss Account amounting to ` 498.53 Lakhs (Previous Year ` 498.47 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.
NOTE NO. - 49
Miscellaneous Expenses in Note no. 23 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and
` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation.
NOTE NO. - 50
Trade Receivables of ` 5,559.69 Lakhs have been netted off against advance received towards those sales and the excess of advance over
receivables amounting to ` 3,894.42 Lakhs has been shown under current liability. Such advances are settled after full amount is received
from the debtors.
55
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 51
The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the Company
alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the Competition
Appellate Tribunal (COMPAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors that it has a good
case for the COMPAT to set aside the CCI order and accordingly no provision has been considered necessary by the Company in this regard.
NOTE NO. - 52
Advance Income Tax is net of provision for Income Tax of ` 17,749.72 Lakhs (Previous Year ` 13,497.73 Lakhs)
NOTE NO. - 53
No events or transactions have occurred since the date of Balance Sheet or are pending that would have material effect on the financial
statements at that date or for the period then ended, other than those reflected or fully disclosed in the books of accounts.
NOTE NO. - 54
Previous Year/ period figures have been regrouped / rearranged wherever necessary to conform with the figures of the current period.
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
56
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
(` in Lakhs)
PARTICULARS
A.
31st March, 2012
31st March, 2013
CASH FLOW FROM OPERATING ACTIVITIES
15,499.78
5,315.16
Depreciation/Amortisation
10,542.86
10,354.61
Interest and Finance Charges
21,089.69
16,140.07
Unrealised Exchange Rate Fluctuations( net)
961.20
545.67
(Profit)/ Loss on Sale/Discard of Fixed Assets
224.28
456.31
Dividend Received
(50.99)
(199.00)
Interest Income
(6,156.82)
(2,577.40)
Operating Profit before working capital changes
42,110.00
30,035.42
Net Profit before tax
Adjustments for :
Adjustments for :
Inventories
2,001.51
(649.55)
116.43
1,228.52
Trade and Other Payables
15,803.82
19,046.61
Cash Generated from Operations
60,031.76
49,661.00
Direct Taxes Paid/Refunds
(1,859.75)
(1,149.43)
Net Cash flow from/(used in) Operating Activities
58,172.01
48,511.57
(10,667.26)
(14,502.07)
31.26
121.78
6,171.33
2,779.89
Inter Corporate Deposit (Net)
(14,754.00)
(39,950.00)
Investments in Subsidiaries/Associates
(19,190.08)
(30,021.48)
15,088.00
(11,595.00)
Trade and Other Receivables
B.
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
(including capital work-in-progress)
Sale/Transfer of Fixed Assets
Interest and Dividend Income Received
Due from Subsidiaries/Associates
Other Advances
Net Cash flow from/(used in) Investing Activities
C.
374.00
10,936.92
(22,946.75)
(82,229.96)
30,745.55
67,000.00
(42,885.76)
(32,906.84)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/transfer of Long Term Borrowings
Repayment of Long Term Borrowings
Payment of Deferred Indirect Taxes
Dividend/Dividend Distribution Tax Paid
(Repayment of)/Proceeds from Bank Borrowings (Net)
Proceeds from Trade Deposits
Interest and Finance Charges Paid
Proceeds from Short Terms Borrowings
(59.11)
-
-
(5,479.93)
920.20
3,183.28
154.27
222.24
(21,201.51)
(16,146.81)
-
3,600.00
57
an n u al re p o rt 2 0 1 2 - 1 3
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013 (Contd.)
(` in Lakhs)
PARTICULARS
31st March, 2013
Repayment of Short Terms Borrowings
31st March, 2012
(3,600.00)
-
(35,926.36)
19,471.94
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)
(701.10)
(14,246.45)
E.
CASH AND CASH EQUIVALENTS AS AT BEGINNING OF THE YEAR
8,208.22
22,454.67
F.
CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR
7,507.12
8,208.22
Net Cash flow from/(used in) Financing Activities
D.
Note :1 Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 “Cash Flow
Statements” as specified In the Companies (Accounting Standards) Rules 2006.
2 Cash and Cash Equivalents are Cash and Bank Balances as per Balance Sheet and includes ` 19.23 Lakhs (Previous Year `19.29 Lakhs)
in respect of Unclaimed Dividend and ` 5,444.03 Lakhs (Previous Year ` 600.75 Lakhs) as margin, the balance of which is not available
to the Company.
3 Previous Year figures have been recast / regrouped whereever considered necessary.
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
58
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of Binani Cement Limited
We have audited the accompanying consolidated financial
statements of Binani Cement Limited (“the Company”) and its
subsidiaries, which comprise the consolidated Balance Sheet
as at March 31, 2013, and the consolidated Statement of Profit
and Loss and the consolidated Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and
other explanatory information.
Management’s Responsibility for the Consolidated Financial
Statements
Management is responsible for the preparation of these
consolidated financial statements that give a true and fair view
of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Company in
accordance with accounting principles generally accepted in
India. This responsibility includes the design, implementation
and maintenance of internal control relevant to the preparation
and presentation of the consolidated financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those Standards require that we
comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company’s
preparation and presentation of the consolidated financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
Based on our audit and on consideration of reports of other
auditors on separate financial statements of the components as
explained in paragraph of 2 and 4 below and financial statements
compiled and furnished by the management for remaining
components as explained in paragraph 1 and 3 below and to
the best of our information and according to the explanations
given to us, we are of the opinion that the attached consolidated
financial statements give a true and fair view in conformity with
the accounting principles generally accepted in India:
(a) in the case of the consolidated Balance Sheet, of the state of
affairs of the Company as at March 31, 2013;
(b) in the case of the consolidated Profit and Loss Account, of
the profit for the year ended on that date; and
(c) in the case of the consolidated Cash Flow Statement, of the
cash flows for the year ended on that date.
Other Matters
1. We have not audited the financial statements of the 8
subsidiaries (including 4 step down subsidiaries) included
in the consolidated financial statements. These financial
statements have been audited for the financial year ended
31st December, 2012. However, the management has
compiled these financial statements for the year 1st April,
2012 to 31st March, 2013, since these are not audited up
to and as at 31st March, 2013. These financial statements
reflect total assets of ` 2,72,368 Lakhs as at 31st March,
2013, total revenues of ` 44,124 Lakhs and net cash outflows
of ` 1,195 Lakhs for the year then ended.
2. Further, we have not audited the financial statements of 4
subsidiaries included in consolidated financial statements
whose financial statement reflects total assets of ` 10,253
Lakhs as at 31st March, 2013, revenue of ` 2,334 Lakhs
and net cash outflows of ` 37 Lakhs for the period/year
then ended. These financial statements and other financial
information have been audited by other auditors whose
reports have been furnished to us and our opinion is based
solely on the report of other auditors.
3. We have relied on the unaudited financial statements and
financial information of 14 step down subsidiaries, whose
financial statements reflects total assets of ` 1,121 Lakhs
as at 31st March, 2013, revenue of ` 2,474 Lakhs and net
cash outflows of ` 979 Lakhs for the period/year then ended.
These unaudited financial statements have been furnished
to us by the management of the Company and our report in
so far as it related to the amount included in respect of these
subsidiaries is based solely on such unaudited financial
statements and financial information.
4. Further, we have not audited the financial statement of a
joint venture company of a subsidiary company included
in consolidated financial statements whose financial
statement reflects total assets of ` 46 Lakhs as at 31st
March, 2013, revenue of ` Nil and net cash inflows of ` 21
Lakhs for the period then ended. These financial statements
and other financial information have been audited by other
auditors whose reports have been furnished to us and our
opinion is based solely on the report of other auditors.
We are unable to comment upon the resultant effect of the
change, if any, had the subsidiaries (including 18 step down
subsidiaries) mentioned in para 1 and 3 been audited, on
profit, assets and liabilities of the consolidated financial
statements as at 31st March, 2013, however our opinion is
not qualified in respect of this matter.
Firm Registration Number: 104746W
Mihir Hindocha
Partner
Membership No.112766
Place:Mumbai
Date : April 23, 2013
59
an n u al re p o rt 2 0 1 2 - 1 3
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2013
Particulars
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
(a) Share Capital
(b) Reserves and Surplus
Note No.
MINORITY INTEREST
NON-CURRENT LIABILITIES
(a) Long-Term Borrowings
(b) Deferred Tax Liabilities (net)
(c) Other Long Term Liabilities
(d) Long Term Provisions
(` in Lakhs)
31st March, 2012
3
4
18,860.38
54,415.53
73,275.91
3,636.66
18,860.38
44,047.37
62,907.75
3,758.05
5
137,618.89
19,873.30
3,520.17
406.74
161,419.10
159,001.17
19,463.00
3,366.66
339.18
182,170.01
8
9
10
11
10,329.66
63,187.78
87,399.49
293.99
161,210.92
399,542.59
9,052.90
48,240.50
80,765.73
92.86
138,151.99
386,987.80
12
12
208,287.81
52,479.21
15,802.57
8.99
18,292.72
294,871.30
209,375.57
49,962.12
13,301.11
8.98
22,162.96
294,810.74
20,696.22
4,430.74
13,332.42
65,801.41
410.50
104,671.29
21,392.20
4,487.42
16,222.86
49,771.84
302.74
92,177.06
399,542.59
386,987.80
6
7
CURRENT LIABILITIES
(a) Short-Term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-Term Provisions
31st March, 2013
TOTAL
ASSETS
NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital Work-in-Progress
(iv) Intangible Assets Under Development
(b) Long Term Loans and Advances
CURRENT ASSETS
(a) Inventories
(b) Trade Receivables
(c) Cash and Bank Balances
(d) Short-term Loans and Advances
(e) Other Current Assets
13
14
15
16
17
18
TOTAL
2
The accompanying notes are integral part of the financial Statements
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
60
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013
Particulars
INCOME
Revenue from Operations
Less : Excise Duty
Revenue from Operations (net)
Other Income
TOTAL REVENUE
Note No.
300,832.49
33,939.67
266,892.82
6,586.22
273,479.04
257,740.53
30,430.15
227,310.38
4,899.95
232,210.33
21
42,880.54
2,387.22
(1,421.44)
42,737.12
2,178.13
1,909.70
22
23
8,284.32
24,836.03
15,404.19
173,083.89
265,454.75
8,024.29
6,210.51
18,942.75
12,543.67
147,563.48
232,085.36
124.97
8,024.29
8,024.29
1,250.34
(1,125.37)
(1,125.37)
3,128.19
(200.21)
410.66
3.06
4,682.59
4,682.59
280.45
40.77
464.00
3.11
(1,913.70)
(1,913.70)
2.48
2.48
(1.01)
(1.01)
19
20
Expenses :
Cost of Materials Consumed
Purchase of Stock-in-Trade
Changes in inventories of Finished Goods, Work-inProgress and Stock-in-Trade
Employee Benefits Expenses
Financial Costs
Depreciation and Amortization Expense
Other Expenses
Total Expenses
Profit before prior period item, exceptional and
extraordinary items and tax
Exceptional Items
Profit / (Loss) before extraordinary items and tax
Extraordinary Items
Profit / (Loss) Before Tax
Tax Expense:
Less -Current Tax
Less -Tax of Earlier Years
Less -Deferred Tax (net)
Less - Fringe Benefit Tax
Profit / (Loss) for the period from continuing operations
Profit / (Loss) for the Year
Earning Per Equity Share
Basic
Diluted
(` in Lakhs)
31st March, 2012
31st March, 2013
24
42
2
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
61
an n u al re p o rt 2 0 1 2 - 1 3
NOTES ATTACHED ON CONSOLIDATED BALANCE SHEET & PROFIT & LOSS STATEMENT AS AT AND FOR
THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 1
CORPORATE INFORMATION
Binani Cement Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act,
1956.
NOTE NO. - 2
SIGNIFICANT ACCOUNTING POLICIES
(i)
(ii)
Basis of Accounting
The accompanying consolidated financial statements of the Company, its subsidiary companies have been prepared under the
historical cost convention and on accrual basis in accordance with accounting principles generally accepted in India and in
compliance with all material aspect of Accounting Standards as notified by the Companies (Accounting Standards) Rules, 2006
(as amended) and the relevant provision of Companies Act, 1956.
Basis of Preparation
a) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by
adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intragroup balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial
Statements”.
The financial statements of a Joint Ventures have been consolidated by using the proportionate consolidation method as
per AS-27 -”Financial Reporting of Interests in Joint Ventures”.
b) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances and are presented in the same manner as Holding Company’s separate financial statements, as
far as possible, except as provided under para 2 (iv) (e), 2 (iv) (f), 2 (iv) (g), 2 (vi) (b), 2 (viii) (g), 2 (viii) (h), 2(x) (d), 2 (xii) (b),
2 (xiii) (d), 2 (xv), 2 (xvi) (b), 2 (xxii) and 2 (xxiii).
c) In case of financial statements of an non-integral foreign operation, the assets and liabilities are translated at the closing
rate. Income and expense items are translated at exchange rates at an average rates and all resulting exchange differences
are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment.
d) Minority Interest’s share of net profit of consolidated subsidiaries for the year/period is identified and adjusted against the
income of the group in order to arrive at the net income attributable to shareholders of the Company.
e) The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis
by adding together the book values of like items of asets, libilities, income and expenses, after fully eliminating intragroup balances and intra-group transactions in accordance with Acounting Standard (AS) 21 - “Consolidated Financial
Statements”.
(iii)
Use of Estimates
The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires the
management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities on
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although
these estimates are based on the management’s best knowledge of current events and actions, uncertainity about these
assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amount of assets or
liabilities in future periods.
(iv)
a) Domestic sales are accounted for on transfer of substantial risks and rewards which generally coincide with despatch of
products to customers and Export sales are accounted on the basis of dates of Bill of Lading. Sales are net of Rebates &
Discounts.
b) In case of sale of Carbon Credits (Certified Emission Reductions), revenue is recognized on submission of application with
UNFCCC after execution of agreement with the buyer.
62
Revenue Recognition
c) Export benefits are accounted on the basis of application filed with the appropriate authority.
d) Dividend income on investments is accounted for when the right to receive the payment is established. Interest income is
recognized on accrual basis.
e) In case of Shandong Binani Rong’An Cement Co. Ltd. (SBRCC), subsidy Income is recognized when received and revenue
from operating lease is recognized on a straight line basis over the period of the lease.
f) In case of Binani Cement Factory LLC (BCF LLC) and its subsidiaries, revenue from sale of goods is recognized when goods
are delivered and title has passed, and the Company has no managerial involvement or control over the goods sold.
g) In case of Binani Cement Factory LLC (BCF LLC), interest income is recognized on effective yield basis.
h) Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted
for on receipt basis.
i) Income from service are recognized on accrual basis.
(v)
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)
Tangible Fixed Assets
a) Fixed Assets are stated at cost, net of Cenvat less specific grants received, if any and accumulated depreciation and
impairment loss if any. Cost includes trial run and stablisation expenses, interest, finance costs and incidental expenses
up to the date of capitalization. Subsequent expenditure related to an item of fixed assets is added to its book value only if
it increases the future benefits arising from the existing assests beyond its previously assesed standard of performance.
b) In case of SBRCC, Fixed Assets include assets related to the operation of the Company having useful life over one year.
Fixed Assets also include equipment other than the main production equipment with individual values of over RMB 2,000
equivalent to ` 17,267/- and useful lives in excess of 2 years.
c) Capital Work-in-Progress includes cost of fixed assets that are not yet ready for the intended use, at the Balance Sheet
Date.
(vii)
Accounting of Claims
(viii)
Intangible Assets
Intangible Assets are stated at cost of acquisition less accumulated amortization.
Depreciation & Amortisation
a) Depreciation on Plant and Machinery is provided on Straight Line Method, at the rates and in the manner prescribed under
Schedule XIV of the Companies Act, 1956 as applicable for continuous process plant except silos where the general rate of
depreciation is considered.
b) Depreciation on other Fixed Assets has been provided on Written Down Value Method at the rates and in the manner
prescribed as per Schedule XIV of the Companies Act, 1956 including asset constructed on land not owned by the Company.
However Buildings and Roads inside plant are treated as Factory Buildings and depreciation charged accordingly.
c) In case of Binani Cement Ltd (BCL) the total expenditure on mine exploration and development is amortized in the ratio of
ore extracted to the total estimated exploitable reserves.
d) Leasehold Land is amortised on a straight-line basis over the period of lease.
e) Assets having individual value below ` 5,000 are depreciated @ 100% and mobile phones are charged to revenue considering
their useful life to be less than one year.
f) Expenditure on major computer software is amortised on a straight-line method over the period of five years.
g) In case of Binani Ready Mix Concrete Ltd, SBRCC, PT Anggana Energy Resources, Bhumi Resources (Singapore) PTE
Limited, Binani Mineral Resources LLC and subsidiaries of BCF LLC, the depreciation on fixed assets and intangible assets
is provided for on SLM basis over the estimated useful life at rates permissible under applicable local laws.
h) In case of Binani Cement Factory (BCF LLC) cost of each assets is depreciated over the estimated useful lives on straight
line basis except in respect of Plant and Machinery (Main) where the method of depreciation has been changed from
Straight Line method to unit of production method w.e.f. 1st January 2012. As a result of the above change, depreciation
for the current year is lower by ` 744.17 Lakhs (AED 5,021,565.81) and loss for the year is lower by ` 744.17 Lakhs (AED
5,021,565.81).
i)Intangible Assets are amortised equally over the useful life and goodwill on consolidation is not amortised.
(ix)
Impairment of Assets
At the end of each reporting period, the Company determines whether a provision should be made for impairment loss on fixed
assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28
on “Impairment of Assets” issued by the ICAI. An impairment loss is charged to the Profit and Loss account in the period in
which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment
loss recognized in the earlier accounting periods is reversed, if there has been a change in the estimate of recoverable amount.
63
an n u al re p o rt 2 0 1 2 - 1 3
(x)
Valuation of Inventories
a) Raw Material, Fuel (except for coal lying at Port), Packing Materials, Stores & Spares is valued at lower of moving weighted
average cost (net of Cenvat) and net realisable value. Coal lying at Port is valued at lower of cost on specific consignment
basis plus custom duty and net realisable value. Loose Tools are charged over a period of three years. However, materials
held for use in the production of inventories are not written down below cost if the finished products in which they are used
and expected to be sold at or above cost.
b) Finished Goods and Work – in – Process is valued at lower of weighted average cost and and Net Realisable Value. Cost for
this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.
c) In case of Binani Cement Factory LLC (BCF LLC), Dubai, Stock are valued at the lower of the cost or net realisable value.
Raw Materials comprising of clinker and slag and packing materials are valued at cost using the First in First out (FIFO)
method. Consumables are valued at cost using specific identification method. Raw material comprising of gypsum and
limestone are valued at cost using the Weighted Average Method (WAM).
(xi)Investments
Investments classified as long term investments are stated at cost. Provision is made to recognize any diminution other than
temporary in the value of such investments. Current Investments are carried at lower of cost and fair value.
(xii)
Foreign Exchange Transactions
a) Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated
in foreign currencies, are recognized in the profit and loss account. In case of forward contracts (non speculative), the
premium / discount are dealt with in the profit and loss account over the period of contracts. Exchange difference arises on
a monetary items in substance form part of enterprises net investment in non integral foreign operation is accumulated
in a foreign currency translation reserve till the disposal of the net Investment. Non-monetary items at the balance sheet
date are stated at historical cost. Year end Foreign Debtors/Creditors are restated as per the rate prevailing on the date of
closing of the accounts for respective currencies.
b) In case of SBRCC, the accounting of foreign exchange transaction is as follows:
(xiii)
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.
Employee Benefits
a)
Defined Contribution Plan
Contribution to defined contribution plans are recognized 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 recognized immediately in the Profit and Loss Account. Long term
compensated absences are provided for based on actuarial valuation.
c)
Short Term Employee Benefit
All employee benefits payable within twelve months of rendering the service are recognized in the period in which the
employees renders the related services.
d)
Employees’ Benefits
64
In case of BCF LLC Provision is made for end of service benefits (gratuity) payable to employees in accordance with UAE
Labour Law regulations and is based on current remuneration and cumulative period of service at the reporting date.
In case of BCF LLC’s Subsidiaries and PT Anggana Energy Resources, the provision for liability is provided in accordance
with laws of country in which the Company is operating.
In case of Binani Mineral Resources LLC, as required by law the Company makes contribution to social and health
insurance scheme and such contribution are recognised as an expense in the income statement as incurred.
(xiv)
Borrowing Costs
Borrowing costs which are directly attributable to acquisition, construction or production of a qualifying asset are capitalised
as a part of the cost of that asset. upto the date when such asset is ready for its intended use or sale. Other borrowing costs
are recognized as expenses in the period in which they are incurred.
(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) Tax expense comprises of current tax and deferred tax. Current tax and Deferred tax are accounted for in accordance with
Accounting Standard 22 on “Accounting For Taxes on Income”, issued by the ICAI. Current tax is measured at the amount
expected to be paid to the tax authorities, using the applicable tax rates. Deferred income taxes reflect the impact of the
current period timing differences between taxable income and accounting income for the period and reversal of timing
differences of earlier years / period. Deferred tax assets are recognized only to the extent that there is reasonable certainty
that sufficient future taxable income will be available except that deferred tax assets arising on account of unabsorbed
depreciation and losses are recognized if there is virtual certainty that sufficient future taxable income will be available to
realise the same.
b) In case of foreign subsidiary and step down subsidiary companies Income Tax / Deferred Tax have been provided in
accordance with laws of country in which the Company is operating.
c) Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence
that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes
eligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued by the
ICAI, the said asset is created by way of a credit to the Profit and Loss Account and shown as MAT Credit Entitlement. the
Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement
to the extent there is no longer convincing evidence to the effect that the Company will pay normal income tax during the
specified period.
(xvii)Contingencies/Provisions
A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow
of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can
be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the
obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best
estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit
is remote. Contingent assets are neither recognized nor disclosed in the accounts.
(xviii)
Segment Reporting Policies
Primary Segment is identified based on the nature of products and services, the different risks and returns and the internal
business reporting system. Secondary segment is identified based on geographical area in which major operating divisions of
the Company operate.
(xix)
Operating Lease
The lease where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are
classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Statement.
(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.
65
an n u al re p o rt 2 0 1 2 - 1 3
(xxi)
Expenditure During Construction Period
For Binani Cement Limited in case of new projects and substantial expansion of existing factories, expenditure incurred
including trial production expenses net of revenue earned, prior to commencement of commercial production are capitalised.
(xxii)Derivatives
In case of BCF LLC, Derivatives are stated at fair values. Derivatives with positive market values (unrealised gains) are included
in assets and derivatives with negative market values (unrealised loses) are included in liabilities. Change in fair values are
recognized in profit or loss.
(xxiii)
Long Term Prepaid
In case of SBRCC, During the Previous Year 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.
(xxiv)
Cash and Cash Equivalents
Cash & cash equivalent for the purpose of Cash Flow Statement comprise cash in hand and at bank in current accounts and
deposit accounts with maturity less than 3 months.
(xxv)
Principles of Consolidation
Subsidiaries / step down subsidiaries and Joint Venture considered for consolidation :
The financial statements of all Indian Subsidiaries including Indian Step down subsidiaries and Joint venture are consolidated
on the basis of their stand alone / consolidated accounts available for the year ended 31st March, 2013.
i) The Consolidated Financial Statements include the financial statements of the following overseas / Indian subsidiaries and
overseas step down subsidiaries and Joint Venture:
Name of Company
Relation with Holding
Company
Krishna Holdings Pte Ltd.(KHL)
66
Country of
Incorporation
% of
Share
Holding
Accounting Year /
Period considered for
consolidation
Subsidiary of BCL
Singapore
100%
April’12 - March’13
Murari Holdings Ltd. (MUHL)
-do-
British Virgin
Islands
100%
Mukundan Holdings Ltd.
(MHL)
-do-
British Virgin
Islands
100%
Swiss Merchandise
Infrastructure Ltd.
-do-
India
100%
Merit Plaza Ltd.
-do-
India
100%
Binani Readymix Concrete
Limited (BRMC)
-do-
India
100%
Binani Energy Private Ltd.
-do-
India
100%
October’12 - March’13
Bhumi Resources (Singapore)
PTE Ltd.(Bhumi)
-do-
Singapore
100%
PT Anggana Energy Resources
Step-down Subsidiary of BCL
(Subsidiary of Bhumi)
Indonesia
100%
Shandong Binani Rong’an
Cement Company Ltd. (SBRCC)
Stepdown Subsidiary of BCL
(Subsidiary of KHL)
China
90%
Binani Mineral Resources
(Mongolia) LLC
Stepdown Subsidiary of BCL
(Subsidiary of KHL)
Mongolia
100%
(BCF LLC)
(Subsidiary of MHL & MUHL)
United Arab
Emirates
100%
Binani Cement Company WLL
*
(Subsidiary of BCFLLC)
Kuwait
100%
Binani Cement Factory (SFZ)
Ltd.
*
-do-
Republic of
Sudan
100%
April’12 - October’12
Name of Company
Relation with Holding
Company
Country of
Incorporation
% of
Share
Holding
Accounting Year /
Period considered for
consolidation
BC Tradelink Ltd.
-do-
Tanzania
100%
Binani Cement Factory
(Kenya) Ltd.
-do-
Kenya
100%
Binani Cement (Uganda) Ltd.
-do-
Uganda
100%
-do-
Djibouti
100%
-do-
Mauritius
100%
Binani Cement SARL (Djibouti)
*
Binani Cement Factory
Mauritius
Binani Cement Co Ltd. (Sudan)
*
-do-
Sudan
100%
Rightside Investments (Pty)
Ltd.
*
-do-
Republic of
South Africa
100%
April’12December’12
Binani Cement Co Ltd.
(South Sudan)
*
-do-
South Sudan
100%
April’12 September’12
Trans Africa Cement Ltd.
(Mauritius)
*
-do-
Mauritius
100%
Weighbridge Investments (Pty)
Ltd. Botswana
*
-do-
Botswana
100%
April’12 September’12
Christo Schutte Investments
Number Nine (Pty) Ltd.
Namibia
*
-do-
Namibia
100%
April’12 - Feburary’13
Binani Cimentos (Mozambique)
LDA
*
-do-
Mozambique
100%
Joint Venture of Subsidiary BRMC
India
50%
August’12 to
March’13
Surya Ready Mix Private Ltd.
i)
For calculation of Goodwill / Capital Reserve, the pre acquisition profits and reserves of the acquired subsidiaries, wherever
applicable, have been considered on (no. of days) prorata basis.
ii)
The excess of cost of investment in the Subsidiary Companies over the Company’s portion of equity of the subsidiary at the date
of investment made is recognized in the financial statements as goodwill. 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.
iii)
In view of the management, the effect of exception stated in 2 (ii)(c) above is not quantifiable.
iv)
During the year Binani Readymix Concrete Limited has invested in a Joint venture Surya Ready Mix Private Limited. The
financial statements of Surya Ready Mix Private Limited for the year ended 31st March, 2013 have been consolidated on
proportionate basis.
*
These Companies were closed during the year. The financial statements of these Subsidiaries including step down subsidiaries
are consolidated on the basis of their stand alone accounts available from 1st April, 2012 till closure of the companies.
67
an n u al re p o rt 2 0 1 2 - 1 3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013
NOTE NO. - 3
SHARE CAPITAL
(` in Lakhs)
PARTICULARS
Authorised
423,899,600 Equity Shares (Previous Year 423,899,600) of
` 10/- each
Issued, Subscribed and Paid up
188,601,274 (Previous Year 188,601,274) Equity Shares of
` 10/- each fully paid-up
Add: Amount paid up on forfeited Shares
TOTAL
31st March, 2013
31st March, 2012
42,389.96
42,389.96
42,389.96
42,389.96
18,860.13
18,860.13
0.25
18,860.38
0.25
18,860.38
3.1 Reconciliation of number of shares outstanding at the beginning and at the end of the year
31st March, 2012
31st March, 2013
` in Lakhs
No. of Shares
` in Lakhs No. of Shares
Equity Shares
At the beginning of the year
188,601,274
Add: Issued During the Year
-
Outstanding at the end of the year
188,601,274
18,860.13 188,601,274.00
18,860.13
-
-
18,860.13 188,601,274.00
18,860.13
-
3.2 Terms / Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity share entitled to one
vote per share. The Company declares and pays dividends in indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.
3.3 18,56,49,464 - 98.43% (Previous Year 18,16,86,001 - 96.33%) Equity Shares of ` 10/- each fully paid-up held by the Holding Company
- Binani Industries Limited and its nominees.
3.4 14,500,000 Equity Shares have been bought back in financial year 2010-11 under tender offer route and later extinguished.
NOTE NO. - 4
RESERVE & SURPLUS
PARTICULARS
Capital Redemption Reserve
Opening Balance
Debenture Redemption Reserve
Opening Balance
General Reserve
Opening Balance
Add: Transfer from Profit and Loss Account
68
(` in Lakhs)
31st March, 2013
31st March, 2012
1,450.00
1,450.00
1,450.00
1,450.00
438.00
(438.00)
-
1,200.00
(762.00)
438.00
7,843.00
7,843.00
7,843.00
7,843.00
PARTICULARS
Foreign Currency Translation Reserve
Opening Balance
Add : Exchange Difference during the year on net Investment in
non integral foreign operations
Balance in Profit & Loss Account
Opening Balance
Transferred from Profit and Loss Statement
Minority Interest
Transfer (to)/from Debenture Redemption Reserve
TOTAL
NOTE NO. - 5
LONG TERM BORROWINGS
Term Loans
From Bank
Secured
Unsecured
Secured
Unsecured
Deferred Payment Liabilities
Secured
Unsecured
TOTAL
31st March, 2013
(` in Lakhs)
31st March, 2012
12,581.74
5,347.75
707.57
11,874.17
17,929.49
12,581.74
21,734.63
4,682.59
26,417.22
337.82
438.00
27,193.04
54,415.53
22,780.89
(1,913.70)
20,867.19
105.44
762.00
21,734.63
44,047.37
135,807.75
135,807.75
141,627.75
12,500.00
154,127.75
376.26
376.26
1,059.88
1,059.88
1,434.88
1,434.88
137,618.89
3,813.54
3,813.54
159,001.17
3,520.17
3,520.17
3,366.66
3,366.66
159.21
247.53
406.74
129.69
209.49
339.18
NOTE NO. - 6
OTHER LONG TERM LIABILITIES
Other Payable
Trade Deposits
TOTAL
NOTE NO. - 7
LONG TERM PROVISIONS
Provision for employee benefits
Gratuity (unfunded)
Leave Encashment (unfunded)
TOTAL
69
an n u al re p o rt 2 0 1 2 - 1 3
31st March, 2013
(` in Lakhs)
31st March, 2012
8,418.43
8,418.43
4,626.38
4,626.38
-
4.07
4.07
TOTAL
1,911.23
1,911.23
10,329.66
3,600.00
822.45
4,422.45
9,052.90
NOTE NO. - 9
TRADE PAYABLES
Trade Payables for Goods
Trade Payables for Services
TOTAL
43,410.59
19,777.19
63,187.78
32,321.63
15,918.87
48,240.50
53,252.05
91.74
19.17
4,823.63
29,212.90
47,043.05
275.42
19.23
6,625.06
26,802.97
87,399.49
80,765.73
141.72
28.62
170.34
47.62
33.34
80.96
89.88
33.77
123.65
1.07
10.83
11.90
293.99
92.86
PARTICULARS
NOTE NO. - 8
SHORT TERM BORROWINGS
Short term Loans
Loans repayable on demand
From Bank
- Secured
- Unsecured
Loans and Advances from related parties
- Unsecured
Other Loans
- Secured
- Unsecured
NOTE NO. - 10
OTHER CURRENT LIABILITIES
Current maturities of Long term debt
Interest accrued but not due on borrowings
Unpaid Dividends
Advance from Customer
Other Liabilites (Includes Statutory Liabilities & Payable for
Capex)
TOTAL
NOTE NO. - 11
SHORT TERM PROVISIONS
Provision for employee benefits
For Gratuity
Others
For Current Tax (net)
For Others
TOTAL
70
66.80
16,981.03
8.92
-
-
Sales/Transfers/
Adjustments during
the year
Foreign currency
translation reserve
Total as at 31st March
2013
58.73
11,696.03
As at 31st
March, 2012
3,359.98
1,210.21
3,667.48
90,936.40
518.69
951.54
12,458.20
78,911.05
27,644.87 161,778.93
28,142.35 155,570.83
6,768.64
120.64
-
1,636.28
5,011.72
34,910.99 246,507.23
1,304.54
-
949.85
32,656.60 240,689.98
2,450.15
2,308.20
656.97
-
-
141.95
515.02
2,965.17
-
-
-
2,965.17
5,152.02
4,706.56
2,692.29
85.21
-
710.76
1,896.32
7,398.85
350.52
-
-
7,048.33
Mine
Explorations
&
Developments
423.56
387.22
735.26
8.07
16.65
96.49
647.35
1,122.48
10.05
31.12
72.64
1,070.91
Furniture
& Office
Equipments,
Other
Equipments
Sub Total
5,034.08
1,262.80
9,987.88
737.62
991.97
15,101.27
87,183.62
171.28 209,375.57
133.74 208,287.81
232.06 102,030.54
5.01
23.78
57.01
193.82
365.80 310,318.35
9.26
21.47
12.91
365.10 296,559.19
Transport
Equipments
5,202.14
5,541.58
835.21
11.47
-
302.92
520.82
6,376.79
292.76
-
361.07
5,722.96
Other
Intangible
Assets
-
302.92
-
11.47
-
-
44,759.98
46,937.63
1,275.83
13,700.64
7,504.49
749.09
991.97
15,404.19
87,704.44
6. Intangible Assets include Geographical Investigation Expenses, Design Fee & Exploration, Land Use Rights and Computer Software
87,704.43
2,942.45
1,288.32
12,543.67
73,506.63
49,962.12 259,337.69
52,479.21 260,767.02 259,337.69
4. BCF LLC: Labour camp constructed on a land leased from Government of Dubai under lease agreement of 10 years expiring on September, 2013 and renewable thereafter.
5. BCL : Includes expenses of ` 26.57 Lakhs incurred in previous year for development of new Mine area from which ores are not yet extracted.
74,642.21
1,262.80
10,348.95
835.21 102,865.75
520.82
-
Previous
Year
53,314.42 363,632.77 347,042.12
-
46,937.63
2,470.41
361.07
-
2,177.65
Total
(` in Lakhs)
50,482.94 347,042.13 259,975.10
Sub Total
-
44,759.98
Goodwill
on Consolidation
INTANGIBLE ASSETS
3. BCF LLC: Buildings consist of factory constructed on a land leased from Government of Dubai under lease agreement of 30 years expiring on December, 2027 and renewable thereafter.
2. In BCL, Plant & Machinery includes assets built on land not owned by the Company ` 226.34 Lakhs (Previous Year ` 212.83 Lakhs)
1. * In BCL, Buildings include assets built on land not owned by the Company ` 398.02 Lakhs (Previous Year ` 398.02 Lakhs)
Notes:
57.88
16,981.03
2013
NET BLOCK
0.58
-
Additions during the year
-
8.34
As at 1st April 2012
DEPRECIATION AND
AMORTISATION
2013
(0.27)
-
Foreign currency
translation reserve
-
-
67.07
-
5,285.00
Sales/Transfers/
Adjustments during
the year
11,696.03
Additions during the year
Railway
Sidings
TANGIBLE ASSETS
Free hold Lease hold *Buildings Plant And
Land
Land
(Including Machinery
Roads)
As at 1st April, 2012
GROSS BLOCK
Particulars
NOTE NO. - 12 TANGIBLE & INTANGIBLE ASSETS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013
71
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31st March, 2013
(` in Lakhs)
31st March, 2012
Capital Advances
Security Deposits
Others ( include Advance Tax, MAT Credit )
Advance Tax Including Tax deducted at Source (net)
Mat Credt Entitlement
13,001.25
933.91
15,802.98
923.23
2,485.33
2,733.00
218.42
TOTAL
93.10
3,877.99
386.47
18,292.72
22,162.96
NOTE NO. - 14
INVENTORIES
Raw Material and Packing Material
Work - in - Process
Finished Goods
Stock in Transit
Stores and Spares Parts and Fuel
Stores and Spares Parts and Fuel- in transit
Loose Tools
TOTAL
5,175.68
72.99
5,121.47
18.44
10,015.98
271.12
20.54
20,696.22
3,577.53
51.33
3,672.65
14,054.34
36.35
21,392.20
4,430.67
4,430.67
4,487.42
4,487.42
0.07
0.07
4,430.74
4,487.42
3,731.76
4,101.54
10.73
22.57
7,866.60
13,469.14
2,099.95
16.38
17.35
15,602.82
19.23
19.29
5,446.59
5,465.82
600.75
620.04
13,332.42
16,222.86
PARTICULARS
NOTE NO. - 13
LONG TERM LOANS AND ADVANCES
Unsecured considered good
NOTE NO. - 15
TRADE RECEIVABLES
Trade receivables outstanding for a period less than six
months from the date they are due for payment
Trade receivables outstanding for a period exceeding six
months from the date they are due for payment
TOTAL
NOTE NO. - 16
CASH AND BANK BALANCES
Cash and Cash Equivalent
Balances with Banks :
Current Accounts
Deposit Accounts
Cheques, drafts on hand
Cash on hand
Other Bank Balances
Dividend Accounts
Bank Deposits with more than three months but less than 12
months (in Margin Money)
TOTAL
72
31st March, 2013
(` in Lakhs)
31st March, 2012
1,417.13
54,704.00
56,121.13
4,036.34
39,950.00
43,986.34
5,167.92
2.36
4,510.00
9,680.28
65,801.41
999.06
0.24
4,786.20
5,785.50
49,771.84
276.52
45.00
88.86
0.12
410.50
99.46
203.28
302.74
262,492.04
31,003.05
2,820.83
2,365.44
103.98
298,785.34
2,047.15
300,832.49
249,488.24
6,472.79
649.16
131.73
256,741.92
998.61
257,740.53
TOTAL
6,280.46
50.99
254.77
6,586.22
2,930.95
200.86
1,768.14
4,899.95
NOTE NO. - 21
RAW MATERIALS, PACKING MATERIALS AND GOODS CONSUMPTION
Raw Material Consumed
Limestone
Clinker
Cement
Gypsum
Fly Ash
Other
Packing Materials
9,006.45
3,990.99
1,291.69
5,438.53
9,257.89
4,246.65
9,648.34
8,971.25
4,371.24
2,178.00
5,242.97
9,096.05
4,051.61
8,826.00
42,880.54
42,737.12
PARTICULARS
NOTE NO. - 17
SHORT TERM LOANS AND ADVANCES
Loans and advances to related parties
(Unsecured considered good)
Due from Fellow Subsidiary Companies
Due from Holding Company
Others (Unsecured considered good)
Advance Tax Including Tax deducted at Source
Balance with Statutory and Government Authorities
TOTAL
NOTE NO. - 18
OTHER CURRENT ASSETS
Interest Receivable
Assets held for disposal
Derivative Assets
Preliminary Expense
TOTAL
NOTE NO. - 19
REVENUE FROM OPERATIONS
Sale of Products / By Products / Services
Cement
Clinker
GGBFS
Ready Mix Concrete
Others
Other operating revenues
TOTAL
NOTE NO. - 20
OTHER INCOME
Interest Income
Dividend Income
Other Miscellaneous Income
TOTAL
73
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31st March, 2013
(` in Lakhs)
31st March, 2012
7,333.10
5,385.73
545.38
420.06
405.84
404.72
8,284.32
6,210.51
PARTICULARS
NOTE NO. - 22
EMPLOYEE BENEFIT EXPENSE
Salaries and Wages
TOTAL
NOTE NO. - 23
FINANCE COSTS
Interest Expenses
23,947.41
17,726.32
Other Borrowing Costs
767.68
957.68
Loss on foreign currency transactions (net)
120.94
258.75
24,836.03
18,942.75
TOTAL
NOTE NO. - 24
OTHER EXPENSES
Power & Fuel
77,581.02
62,820.88
Freight and Loading Expenses on Clinker Transfer
5,462.71
4,412.09
Consumption of Stores and Spares
6,272.94
5,753.42
- Buildings
- Plant and Machinery
- Others
Rent
176.64
182.91
1,567.68
1,385.99
118.02
92.93
3,106.13
2,479.03
746.82
796.40
1,013.64
669.67
191.11
601.10
Advertisement and Sales Promotion
76.57
388.49
Directors Fee
12.27
2.03
51,657.42
46,561.50
2,541.53
1,559.87
11,045.13
8,062.39
Insurance
Rates and Taxes
Freight & Forwarding
Foreign Exchange fluctuation (Gain) / Loss (net)
Royalty on Trade mark
Bad Debts written off
Commission to Selling Agents
Loss on sale / discard of Fixed Assets
-
354.43
3,520.45
3,337.45
230.76
456.31
Management Fees
3,938.50
3,114.30
Miscellaneous Expenses
3,824.55
4,532.29
173,083.89
147,563.48
TOTAL
74
NOTE NO. - 25 ESTIMATED AMOUNTS OF CONTRACTS AND COMMITMENTS REMAINING TO BE EXECUTED AND NOT PROVIDED FOR
(NET OF ADVANCES):
(` in Lakhs)
PARTICULARS
The estimated amount of contracts and commitments remaining to be executed on capital
account not provided for (Consolidated)
31st March, 2013
31st March, 2012
27,912.16
13,830.59
31st March, 2013
(` in Lakhs)
31st March, 2012
3,378.16
3,334.97
1,835.32
1,023.34
NOTE NO. - 26 CONTINGENT LIABILITY
I
Contingent Liabilities not provided for:-
b)
PARTICULARS
Claims against the Companies not acknowledged as debts in respect of various Tax
matters (Net of amount paid under protest ` 1,428.89 Lakhs (Previous Year ` 259.87
Lakhs))
Claims against the Companies not acknowledged as debts in respect of other matters.
c)
Guarantees given by Banks
d)
Corporate Guarantees given to Bank for Loans to Holding Company and Fellow
Subsidiaries
Letters of Credit opened by Banks
a)
e)
435.08
409.68
190,443.62
177,399.69
622.84
1,141.03
II
The Company has placed a purchase order for procurement of “Steam (Non Coking) coal and M/s Visa Comtrade A.G. supplied
the same under five Bills of lading. Party failed to provide us the original bills of lading. The owner of the ship M/s Great Eastern
Shipping Co. Ltd. has filed the suit against the Company for the providing original Bills of lading. We have informed to that the
balance amount due to them will be paid after adjustment of the losses and expenditure incurred/to be incurred by Binani
Cement Limited till the time matter is finally resolved. The Company have incurred expenses of ` 740.3 Lakhs up to 31.03.2013
(upto Previous Year ` 503.79 Lakhs) to defend the suit filed by M/s Great Shipping Co.Ltd. and debited the same to the account
of supplier as to be recovered from the party.
NOTE NO. - 27
The Company has opted for Sales Tax Incentive Scheme, 1989. Earlier 25% incentive was allowed by State Level Screening Committee,
but pursuant to order of Rajasthan Tax Board, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to
a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. the Company has availed Sales Tax Incentive of ` 20,266.98
Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the 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 ` 13,327.19 Lakhs
(excluding interest, if any) availed by the Company till 31st March, 2006.
However, on introduction of Value Added Tax (VAT) in the State of Rajasthan w.e.f 1st April, 2006, an option has been given to switch
over to deferment scheme for twice the remaining validity period as available under the erstwhile Sales Tax Incentive Scheme, 1989
subject to the original limit of EFCI. the Company has exercised this option w.e.f 1st April, 2006 under which 75% of VAT collected and
payable after the said date is being deferred for a period of 7 years. Till 26th May, 2007, ` 3,813.54 Lakhs was deferred and shown as
Unsecured Loan. (Refer Note no. 5 & 10). the Company has paid ` 59.11 Lakhs under protest during 2012-13.
During the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme,
which was not accepted. the Company has filed a case with 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 ` 3,967.09 Lakhs for the
period 27th May, 2007 to 30th April, 2008.
Application for grant of sales tax incentive was filed to sanction the EFCI to the extent of ` 396.72 Crores, but the SLSC sanctioned
` 280.47 Crores in Nov.’2000, against which Company has requested vide letter dated 13.12.2000 to the SLSC for reviewing the
amount of EFCI sanctioned, but no action was taken by the SLSC. A writ petition was filed during the year 2008-09 before the 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 ` 396.72 Crores to ` 488.50 Crores based on applicable guidelines under
the Incentive Scheme. The Company has continued to avail the deferment benifit, pending the decision of State Government / SLSC.
Accordingly the tax liability for the period 30th April, 2008 to 31st August, 2011 is ` 17,741.77 Lakhs against which we have deposited
` 399.21 Lakhs under protest as per the directions of the Hon’ble High Court and ` 600 Lakhs has been also deposited under protest
during 2012-13. The Matter is pending for decision before Hon’ble Rajasthan High Court / State Government.
75
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NOTE NO. - 28
The excise duty shown as deduction from turnover is total excise duty on sale of goods for the year. However, the excise duty related
to the difference between opening stock and closing stock samples etc. amounting to ` 284.69 Lakhs is shown under Changes in
inventories of finished goods, work-in-progress and Stock-in-Trade in profit & loss statement.
NOTE NO. - 29
The Company has not deposited a sum of ` 1,405.10 Lakhs (Previous Year ` 1,185.30 Lakhs) net of ` 723.76 Lakhs paid under protest
(Previous Year ` 333.06 Lakhs) shown as current liability in note 10, on account of entry tax on goods under the Rajasthan Tax on Entry
of Goods into Local Area Act, 1999 on notified goods purchased from outside the state from May 06. the Company has filed a writ
petition on 10.07.2006 against the notice of C.T.O. special circle, Commercial Taxes Department, Pali for notice issued under section
16(3) of the said “Act”. The said petition was admitted by the 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 ` 723.76 Lakhs being 50% of assessed tax was deposited by the Company under protest and also submitted
solvent security for the balance amount.
NOTE NO. - 30
The Company was selling Cement on inter-state sales @ 6% CST without “C” form u/s 8(5) of CST act as per notification no. F.4(1)FD/
Tax Div./99-266 dated 21.01.2000. The State Government has amended certain notifications for requirement of “C” or “D” form in the
earlier notifications issued prior to 11.05.2002 on 27.09.2005, which cleary establishes that prior to amendment in the notification,
there was no requirement of ‘C’ forms unless the notifications are amended. The above referred notification dated 21.01.2000 was
rescinded by the Rajasthan Government on 01.12.2006, hence it was in application upto 30.11.2006. The Assessing Authority has
raised demand notices in respect of sale of cement @6% CST for the period 27.09.2005 onwards. The matter was challenged by us in
Hon’ble Rajasthan High Court, Jodhpur. The case was heard on 10.01.2012 and stay has been granted by Hon’ble High Court against
submission of bank guarantee for the demand amount. In compliance of Hon’ble High Court order, the Company has submitted Bank
Guarantees of ` 60.52 Lakhs (including interest) to the Assessing Authority, Commercial Taxes Department, Pali.
NOTE NO. - 31 LOANS- SECURED
I
BINANI CEMENT LIMITED
A
DEBENTURES
11.95% (Reset Rate)
Secured Redeemable
Non Convertible
Debentures (11.95%
SRNCD)
(` in Lakhs)
31st March,
2012
31st March,
2013
Nature of Loans
Secured by a) a charge created on the movable and immovable
properties of the Company both present and future (except (a)
the Assets Specifically charged (see note below) b) exclusive
first charge on plot of land situated at village Mouj, Dhanot,
Kalol, Distt. Mehsana, Gujarat subject to charges on specified
movables created for securing the borrowings for working
capital requirements from Banks ranking pari-passu with
charges created and/or to be created in favour of Financial
Institutions/Banks/Debentures Trustee(s) executed by the
Company and c) Corporate Guarantee of Binani Industries
Limited (BIL).
-
875.00
1,128.78
1,766.47
The Debenture redeemed in a period of 6 years in quarterly
instalments of ` 291.70 Lakhs, commencing from 31st March,
2007 and ending on 31st December, 2012.
B.
I)
a)
76
TERM LOANS
Eksport Kredit
Finansiering A/S Foreign Currency Loans
Secured by a) Exclusive first charge on the assets imported
from M/s. F.L.Smidth, Denmark under the Export Contract
dated 14.09.2005 and defined clearly in the loan agreement
dated 06.02.2007 entered with EKF A/s. b) Pari Passu charge on
Trust and Retention account and c) Corporate Guarantee of BIL.
Loan repayable in 11 equal half yearly instalments of USD 6.86
Lakhs commencing from June, 2009 and interest rate 1.26%
p.a. (Libor+75 bps).
(` in Lakhs)
31st March,
2012
31st March,
2013
Nature of Loans
II)
Banks
a)
IDBI Bank Ltd. (IDBI) Term Loans
Secured/to be secured a) first mortgage and charge created
on movable and immovable properties of the Company both
present and future ((a) except the assets charged Specifically
(see note below) b) Corporate Guarantee of BIL, except
the term loan of ` 6,000 Lakhs and ` 7,500 Lakhs (whose
outstanding as on 31st March, 2013 is ` 1,500 Lakhs and
` 7,500 Lakhs) and c) Pari Passu charge on Trust & Retention
Account (Except for term loan of ` 6,000 Lakhs and ` 7,500
Lakhs). Term loans repayable ` 7,071.01 Lakhs in Financial
Year 2013-14, ` 5,571.01 Lakhs in from Financial Year 201415 to 2015-16, ` 2,615.96 Lakhs for Financial Year 2016-17,
` 2,290.92 Lakhs for Financial Year 2017-18 and ` 954.55 Lakhs
for Financial Year 2018-19 and Interest rate ranging from
12.50% to 14.25% per annum
24,074.46
28,985.77
b)
Syndicate Bank - Term
Loan
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.
2,285.70
3,428.56
Loan repayable in 14 equal quarterly instalments of ` 285.71
Lakhs commencing from December, 2011 and Interest rate
13.50% per annum.
c)
Syndicates Bank - Term
Loan
Secured/to be secured by a) First pari passu charge on Fixed
Assets of the Company except the Assets Specifically charged
(see note below) b) Post dated cheques for payment of principal
& Interest and c) Personal Guarantee of a promoter Director.
Lakhs commencing from June, 2015 and Interest rate @ 12.50%
per annum.
7,500.00
7,500.00
d)
Syndicate Bank - Rupee
Term Loan
Secured/to be secured by a) second charge on the Company’s
fixed assets both present and future except assets specifically
charged (see note below).
8,500.00
10,000.00
-
6,000.00
-
5,000.00
Loan repayable in 5 yearly instalments (at the end of 1st and
2nd year ` 1,500 Lakhs each, at the end of 3rd and 4th year
` 2,500 Lakhs each and of 5th year ` 2,000 Lakhs) commencing
from November, 2012 and Interest rate @ 12.50% per annum.
e)
UCO Bank - Term Loan
Secured/to be secured by a) pari passu subservient
hypothecation charge on the plant and machinery of the
Company except assets specifically charged (see note below)
b) Post dated cheques for repayment of Principal & Interest.
commencing from June 2012 and Interest rate @ 12.70% per
annum.
f)
Central Bank of India Term Loan
Secured/to be secured by a) pari passu subservient
hypothecation charge on the movable assets of the Company
except assets specifically charged (see note below). b) Post
dated cheques for repayment of Principal & Interest.
commencing from December, 2012.
77
an n u al re p o rt 2 0 1 2 - 1 3
g)
h)
i)
State Bank of India Term Loan
Punjab National Bank Term Loan
Bank of Baroda - Term
Loan
j)
Central Bank of India Term Loan
k)
Yes Bank - Term Loan
l)
m)
n)
Loan
Indian Overseas Bank Term Loan
Ratnakar Bank - Term
Loan
Secured/to be secured by a) Second pari passu charge on Fixed
Assets of the Company except assets specifically charged (see
note below).
Loan repaid in 3 quarterly instalments each of ` 3,000 Lakhs, `
3,500 Lakhs and ` 3,500 Lakhs commencing from September, 2012.
Secured / to be secured by pari passu subservient hypothecation
charge on the Fixed Assets of the Company except assets
specifically charged (see note below)
Loan repayable in 2 equal quarterly instalments of ` 2,500
Lakhs commencing from October, 2013 and Fixed Interest rate
@ 11% per annum.
Secured/to be secured by a) Subservient charge on fixed assets
of the Company both movable & immovable except assets
specifically charged (see note below).
Lakhs commencing from December, 2012 and Interest rate @
12.75%% per annum.
note below). Loan repayable in 20 equal quarterly instalments of
` 1,000 Lakhs commencing from December, 2011 and Interest
rate @ 12.75% per annum.
Secured/to be secured by a) Exclusive first charge on movable
and immovable properties including land of first phase of
2x22.30 MW captive thermal power plant, comprising of
1x22.30 MW power plant, all associated equipments and shared
facilities situated at Pindwara, Sirohi, Rajasthan and all goods
and equipments forming part of the plant and on other such
assets. b) post dated cheques.
Loan repayable in 16 equal quarterly instalments of ` 625 Lakhs
commencing from December, 2012 and Interest rate @13.10%
per annum.
note below).
Lakhs commencing from January, 2015 and Interest rate @
12.50% per annum.
note below).
Lakhs commencing from June, 2015 and Interest rate @ 13%
per annum.
Secured/to be secured by a) Subservient hypothecation charge
on the entire current assets and movable fixed assets both
present and future of the Company except assets specifically
charged (see note below). b) Post dated cheques for payment
of principal.
Loan repaid in 3 equal monthly instalments of ` 1,200 Lakhs
commencing from January, 2013.
78
-
(` in Lakhs)
31st March,
2012
10,000.00
5,000.00
5,000.00
5,000.00
10,000.00
14,000.00
18,000.00
8,750.00
10,000.00
7,500.00
7,500.00
15,000.00
15,000.00
-
3,600.00
31st March,
2013
Nature of Loans
31st March,
2013
Nature of Loans
o)
Central Bank of India Rupee Term Loan
Secured / to be secured by a) first pari passu charge on the fixed
assets of the Company except assets specifically charged (see
note below)
(` in Lakhs)
31st March,
2012
12,000.00
-
Loan repayable in 7 yearly Instalments of ` 700 Lakhs in 1st
year, ` 1,300 Lakhs in 2nd year, ` 2,000 Lakhs, in each from
3rd year to 7th year, commencing from 31st March, 2015 and
Interest rate @ 12.75% per annum.
p)
Union Bank of India Rupee Term Loan
Secured / to be secured by a) first pari passu charge on the
fixed assets of the Company except assets specifically charged
(see note below) b) second charge on current assets of the
Company and c) Corporate Guarantee of Binani Industries
Limited. Loan repayable ` 290 Lakhs in Financial Year 2014-15,
` 540 Lakhs in Financial Year 2015-16 and ` 834 Lakhs from
Financial Year 2016-17 to 2020-21 and Interest rate @ 12% per
annum.
5,000.00
-
q)
State bank of Patiala Term Loan
Secured / to be secured by a) first pari passu charge on the fixed
note below). b) second charge on current assets of the Company
and c) Corporate Guarantee of Binani Industries Limited.
2,500.00
-
9,000.00
-
2,245.55
-
4,103.48
3,183.28
r)
Loan
s)
Punjab National Bank Term Loan
Loan repayable ` 525 Lakhs in Financial Year 2014-15,
` 975 Lakhs in Financial Year 2015-16 and ` 1,500 Lakhs from
Financial Year 2016-17 to 2020-21 and Interest rate @ 11.75%
per annum.
Secured / to be secured by first pari passu charge on the fixed
note below).
Loan repayable in 20 quarterly instalments i.e. 30th January,
2014 and Interest rate @ 13.25% per annum.
WORKING CAPITAL DEMAND LOANS / CASH CREDIT
From Scheduled Banks
Secured against a) First pari passu charge by way of
hypothecation of Raw Materials, Stock in Trade, Stock-inProcess, Finished Goods, Consumables, Stores & Spares and
Packing Material, Book Debts and other Receivables belonging
to the Company, b) Second pari passu charge on the fixed
assets of the Company c) Corporate Guarantee of BIL and d)
pari passu charge on Trust and Retention Account.
C.
Loan repayable ` 205 Lakhs in Financial Year 2014-15, ` 380
Lakhs in Financial Year 2015-16 and ` 583 Lakhs from Financial
Year 2016-17 to 2020-21 and Interest rate @ 12.75% per annum.
Secured / to be secured by first pari passu charge on the fixed
note below)
Agreegate Loans outstanding as on 31.03.2013, amounting to ` 39,806 Lakhs (Previous Year ` 23,435 Lakhs), which are further
secured by Corporate Guarantee of Binani Industries Limited, the Holding Company and ` 7,500 Lakhs (Previous Year ` 7,500 Lakhs),
secured by Personal Guarantee of Shri Braj Binani.
Assets Specifically Charged
i)
The assets (including land) of the first phase of the 2X22.30 MW captive thermal power plant comprising of 1X22.30 MW
thermal power plant, associated equipments and shared facilities which are exclusively charged on first charge basis to Yes
Bank Limited.
79
an n u al re p o rt 2 0 1 2 - 1 3
ii)
iii) The assets of 4th Cement grinding unit at Binanigram, Pindwara, Dist. Sirohi, Rajasthan charged to Syndicate Bank.
The assets imported from M/s F. L. Smidth, Denmark under the export contract dated 14.09.2005 and defined clearly in the
loan agreement dated 06.02.2007 entered into between M/s EKF A/S and the Company charged in favour of EKF A/S and
II Mukundan Holdings Limited
TERM LOANS
-Bank
Bank of Baroda : Outstanding - ` 10,901 Lakhs (USD 20,000,000) (Previous Year ` 10,393.24 Lakhs (USD 20,000,000)).
The term facility is secured by following:
•
Pari Passu Pledge of 100% shares of the Company held by Binani Cement Limited, India, the Guarantor.
•
Negative lien on the assets of the Binani Cement Factory LLC, Dubai.
•
Non disposal undertaking for beneficial interest of 51% shares of Binani Cement Factory LLC, Dubai held by Murari Holdings
Limited.
•
•
•
Non disposal undertaking for beneficial interest of 49% shares of Binani Cement Factory LLC, Dubai held by Mukundan
Holding Ltd, 100% WOS of BCL.
Pari Passu charge over the ESCROW Account held under the USD 85,000,000 Syndicate loan facility.
Irrecoverable and unconditional corporate guarantee of Binani Cement Limited as permitted by Foreign Exchange
Management Act, India and Reserve Bank of India guidelines.
The guarantor’s maximum liability under is limited to a total aggregate amount of USD 25,000,000 (the Guarantee Cap) and
shall remain in full force and effect and shall be valid until the date falling six months after the termination date (the Expiry
Date) regardless of any intermediate payment or discharged in whole or in part whichever is earlier.
III Krishna Holdings Pte Limited
TERM LOANS
-Bank
State Bank of India (HK) : `10,179.35 Lakhs (USD 18,676,000) (Previous Year `11,848.81 Lakhs (USD 22,801,000))
The loan is secured by irrecoverable and unconditional corporate guarantee of Binani Cement Limited, the Holding Company.
IV
Bank Borrowings
Trust Receipts & Bill discounted with recourse ` 4,314.95 Lakhs (AED 29,077,683) (Previous Year ` 1,443.10 Lakhs
(AED 10,199,900))
The bank borrowings are secured by:
•
Assignment of insurance policies on Stock and trade & other receivable
•
Assignment of bank guarantees provided by customers and issued by reputed local banks.
•
Undertaking to maintain own funds of ` 24,863.86 Lakhs (AED 167,553,000).
V
Murari Holdings Limited
TERM LOANS
An analysis of the amounts outstanding from bank is as follows:
a)
Punjab National Bank: ` 1,907.68 Lakhs (USD 35,00,000) (Previous Year ` 2,858.14 Lakhs (USD 55,00,000)
b)
Bank of Baroda: ` 1,090.10 Lakhs (USD 2,000,000) (Previous Year ` 1,558.99 Lakhs (USD 3,000,000))
c)
State Bank of India: ` 2,452.73 Lakhs (USD 4,500,000) (Previous Year ` 3,377.80 Lakhs (USD 6,500,000))
d)
Syndicate Bank: ` 1,226.36 Lakhs (USD 2,250,000) (Previous Year ` 1,688.90 Lakhs (USD 32,500,000)
The loan are secured by :
•
Corporate Guarantee of Binani Cement Limited,
•
Pledging of 100% shares of the Company (held by Binani Cement Limited),
•
A negative lien on the assets of the Binani Cement Factory LLC, Dubai.
•
Non disposal undertaking for the beneficial interest for 51% shares of Binani Cement Factory LLC, Dubai
•
Non disposal undertaking for 49% shares of Binani Cement Factory LLC held by Mukundan Holdings Limited.
80
VI Shandong Binani Rong’an Cement Company
Loan Outstanding ` 17,374.80 Lakhs (RMB 200,000,000) (Previous Year ` 16,370 Lakhs (RMB 200,000,000)
The Loan is secured by Plant & Machinery and land purchased for 2nd Clinker Production Line
NOTE NO. - 32 OTHER INCOME (CONSOLIDATED )
PARTICULARS
(` in Lakhs)
31st March, 2013
31st March, 2012
i)
Interest & Dividend from Banks/ Others
6,309.82
3,131.81
ii)
Liability no longer required written back
5.46
-
iii)
Profit on sale of Fixed Assets
0.12
-
iv)
Scrap Sale / Industrial waste
5.16
-
v)
Subsidy income of SBRCC
-
1,655.75
vi)
Others
265.65
112.39
6,586.22
4,899.95
NOTE NO. - 33 REMUNERATION TO AUDITORS
(` in Lakhs)
PARTICULARS
31st March, 2013
31st March, 2012
For Audit Fees
64.51
37.11
For Taxation Matters
12.38
9.48
For other services
15.00
1.59
1.18
0.42
93.07
48.60
Reimbursement of expenses
NOTE NO. - 34 DEFERRED TAX LIABILITY OF THE GROUP AS ON MARCH 31, 2013 COMPRISES OF THE FOLLOWING (CONSOLIDATED)
(` in Lakhs)
31st March, 2013
31st March, 2012
Depreciation
21,610.95
21,253.79
-
-
Total
21,610.95
21,253.79
(1,737.66)
(1,791.05)
(1,737.66)
(1,791.05)
19,873.29
19,462.74
Provided upto last year
PARTICULARS
a)
b)
Deferred Tax Asset
Disallowance under Income Tax Act, 1961
Total
19,463.00
18,999.00
Provision for additional Deferred Tax Liability
410.66
463.74
Rounded off
410.66
464.00
NOTE NO. - 35
Selling and Administration Expenses includes ` 3,938.50 Lakhs (Previous Year ` 3,114.30 Lakhs) paid to Binani Industries Limited
(BIL), the Holding Company towards corporate support services related to Accounting, Finance, Treasury, Forex / Commodity Risk
Management, Purchases, Audit, Taxation, Corporate Strategy, Media Services, Project Management etc. BIL provides the above
mentioned services to its subsidiaries including the Company on payment of monthly Management Services Fees. Also a sum of
` 11,032.35 Lakhs (Previous Year ` 8,062.39 Lakhs) paid to BIL as Royalty on account of license fee for use of trademark, corporate
name, logos etc. and ` 550.85 Lakhs (Previous Year ` Nil) towards capital / recurring cost towards software licenses.
81
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 36
The Company is having various ongoing projects in hand at Gujarat, Nimbri (Rajasthan) and other places. Incidental expenses
pertaining to these projects incurred, included under capital work in progress, are as under:
(` in Lakhs)
PARTICULARS
31st March, 2013
31st March, 2012
4,090.46
2,820.47
2.39
-
63.23
-
-
-
0.04
21.81
Management / Consultancy Fee
125.75
1,074.86
Salaries and Wages
110.45
134.91
6.31
8.63
0.01
0.09
Rent
0.68
4.11
-
-
17.11
13.25
104.34
141.59
0.16
0.15
-
-
Exchange Loss (Net)
309.19
-
Finance Charges
119.85
23.91
4,949.96
4,243.78
Interest Income on Fixed Deposits
-
-
Exchange Fluctuations (net)
-
143.29
Sales / Power
-
-
Miscellaneous Income
-
0.75
4,949.96
4,099.74
-
9.28
4,949.96
4,090.46
Balance Brought forward
Power and Fuel
Repairs and Maintenance - Plant & Machinery
Repairs and Maintenance - Others
Rates and Taxes
Insurance
Other Sundry Expenses
Depreciation
Interest - Debentures
Less:
Dividend Income from Current Investments
Balance in Capital work in Progress
Less : Capitalised
Balance carried forward
82
NOTE NO. - 37
Related Party disclosure as per Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants
of India :
the Company has entered into transactions in ordinary course of business with related parties as per details below :
(As certified by the Management):
PARTICULARS
Holding
Company
Fellow
Subsidiary
Payment of Services charges / Reimbursement of Expenses
- Triton Trading Co. Pvt. Ltd.
Balance Receivable as on 31.03.13
Execution of transportation / other services contract
Balance (Payable) as on 31.03.13
Enterprises
where Key
Management
Personnel has
got significant
influence
(` in Lakhs)
Total
92.54
92.54
(95.34)
36.00
(36.00)
(95.34)
36.00
(36.00)
37,428.63
(32,878.13)
37,428.63
(32,878.13)
3,646.92
(1,235.84)
3,646.92
(1,235.84)
15.68
(-)
2,850.00
(-)
15.68
(-)
2,850.00
(-)
Interest paid on Inter Corporate Deposit
- Inter Corporate Deposit received / repaid
Execution of works / supply contract by
- BIL Infratech Ltd.
Balance (Receivable) as on 31.03.13
518.47
(941.09)
732.50
(400.85)
Service Charges for vehicle / Rent etc.
- Binani Metals Ltd.
Donation
- G D Binani Charitable Trust
- G D Binani Charitable Foundation
Interest Income
3B Binani Glass Fibre SARL
Interest Receivable as on 31.03.13
Loan given during the period
CPI Binani Inc.
518.47
(941.09)
732.50
(400.85)
92.63
(97.92)
92.63
(97.92)
(25.00)
125.00
(75.00)
(25.00)
125.00
(75.00)
148.47
(-)
140.59
(-)
148.47
(-)
140.59
(-)
327.03
(-)
327.03
(-)
83
an n u al re p o rt 2 0 1 2 - 1 3
PARTICULARS
Holding
Company
Balance as on 31.03.13
Loan given during the period
3B Binani Glass Fibre SARL
Balance as on 31.03.13
Dividends Paid
Interest received on dues/ICD
Binani Industries Ltd
Management Services Fee/Royalty on Trademark/capital &
recurring cost of software licenses
Balance outstanding (Payable) as on 31.03.13
(` in Lakhs)
Total
327.03
(-)
327.03
(-)
(4,157.30)
1,090.10
(4,157.30)
(4,157.30)
1,090.10
(4,157.30)
(4,479.60)
5,980.53
(2,143.61)
(23.32)
5,980.53
(2,143.61)
(23.32)
(1,600.00)
-
29,789.00
(40,650.00)
(1,600.00)
54,704.00
(39,950.00)
29,789.00
(40,650.00)
Binani Zinc Ltd.
Balance outstanding as on 31.03.13
Enterprises
where Key
Management
Personnel has
got significant
influence
(4,479.60)
Binani Zinc Ltd.
Inter Corporate Deposit given
Binani Industries Ltd
Fellow
Subsidiary
54,704.00
(39,950.00)
15,521.70
(-11,176.69)
1,650.34
(-)
-
-
15,521.70
(-11,176.69)
1,650.34
(-)
(Figures in bracket pertain to Previous Year)
Note:
1
The payment towards Management Services Fee and Royalty to Holding Company and interest allocated to Holding
Company have been separately disclosed vide Note no. 35.
2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in
Note no. 31.
3 Guarantee given by the Company to Banks for loans given to subsidiary is disclosed in Note no. 26 (d).
4 Names of related parties and description of relationship:
a) Holding Company : Binani Industries Limited
b) Fellow Subsidiary : Binani Zinc Limited (BZL), Goa Glass Fibre Limited (GGFL), BT Composites Limited (BTCL), Wada
Industrial Estate Limited (WIEL) and BIL Infratech Limited, Binani Infrastructure (Mauritius) Limited, BZ Minerals
(Australia) Pty Limited, CPI Binani Inc, (USA) 3B Binani Glass Fibre S.a.r.l. (3B Binani)
c) Transactions with Binani Metals Ltd. where key Management Personnel have got significant influence : Mr. Braj Binani
and Mr. V. Subramanian.
d) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani and Mr. V. Subramanian
with Binani Metals Limited and Mr. Braj Binani with Triton Trading Co. Pvt. Limited & Dhaneshwar Solutions Pvt. Limited
84
NOTE NO. - 38
a) Particulars of unhedged foreign currency exposure as at Balance Sheet date
(` in Lakhs)
Currency
Particulars
31st March, 2013 31st March, 2012
Outstanding Creditors for Coal
USD
13,199.93
8,003.00
Outstanding Creditors for Machinery
USD
1,470.78
-
Outstanding Creditors for Spares
USD
-
15.56
Loans Payables
USD
1128.78
1583.53
b) The details of forward contracts outstanding at the year end are as follows
Currency
USD
Number of
Contracts
Buy Amount
Purpose
8
25,276,690
Creditors
Payment
NOTE NO. - 39
Segment reporting as per Accounting Standard AS - 17 issued by The Institute of Chartered Accountants of India.
Since the company along with its subsidiaries are primarily in the business of production and sales of clinker and cement, the same
has been considred the primary reportable segment. Further, it has identified geographical segment as India, Dubai and China based
on Segment Revenue, Result & Asset for reporting purpose.
(` in Lakhs)
Segment Revenue
Sales (net of Excise)
Other Income
Total
Segment Result
Net Profit/ (loss) before tax
from ordinary activities.
India
Dubai
China
Unallocated
Elimination
Inter Segment
Total
223,604.88
7,542.47
35,378.64
2,688.29
-2,321.46
266,892.82
(202,781.13)
(7,405.16)
(14,143.19)
(6,968.52)
(-3,987.61)
(227,310.39)
42.11
-
254.77
-
(1,768.14)
126.32
-
86.34
(110.05)
-
(1,658.09)
223,731.20
7,542.47
35,464.98
2,730.41
-2,321.46
267,147.59
(202,891.18)
(7,405.16)
(15,801.28)
(6,968.52)
(-3,987.61)
(229,078.53)
India
Dubai
China
Unallocated Inter Segment
Total
30,033.39
(4,009.23)
(911.68)
1,416.40
-
26,528.87
(18,678.83)
(-3646.80)
(211.38)
(-135.08)
-
(14,685.57)
6,331.45
Add: Interest & Dividend
Income
(3,131.81)
24,836.03
Less: Financial Costs
(18,942.75)
3,341.70
Less: Income Taxes
(788.33)
Total
30,089.30
(4,009.23)
(911.68)
997.71
-
4,682.59
(18,678.83)
(-3646.80)
(211.38)
(-135.08)
-
(-1913.71)
85
an n u al re p o rt 2 0 1 2 - 1 3
Capital Employed
Total Segment Assets
India
China
Unallocated Inter Segment
TOTAL
331,774.66
32,245.55
82,553.78
185,600.21
(236,605.05)
395,569.14
(308,629.71)
(32,106.47)
(81,282.70)
(194,750.36)
(-232,525.20)
(384,244.05)
89,134.26
1,651.27
10,512.98
75.99
-
101,374.50
Total Segment Liabilities
Capital Employed
Dubai
(72,206.64)
(1,727.79)
(9,846.05)
(1,684.93)
-
(85,465)
242,640.39
30,594.28
72,040.80
185,524.22
(236,605.05)
294,194.64
(236,423.07)
(30,378.68)
(71,436.65)
(193,065.44)
(-232,525.20)
(298,778.63)
(Figures in bracket pertain to previous year)
NOTE NO. - 40
EMPLOYEE BENEFITS :
a)
Defined Contribuion Plans :
During the year the Company has recognised `394.54 Lakhs (Previous Year ` 305.38 Lakhs) in the Profit and Loss Account on
account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC.
I)
Defined benefit plans : as per actuarial valuation on 31st March, 2013
b)
(` in Lakhs)
Particulars
Gratuity Funded
31st March, 2013
31st March, 2012
31st March, 2013
31st March, 2012
I
Expenses recognised in the
Statement of Profit & Loss
1
86.65
74.09
25.77
17.01
2
Interest Cost
50.88
41.26
-
-
3
-
-
-
-
4
(47.93)
(41.97)
-
-
5
Net Actuarial (Gains)/Losses
41.48
23.68
-
-
6
Past Service Cost
-
-
-
-
7
Settlement Cost
-
-
-
-
8
Total Expenses
131.08
97.07
25.77
17.01
(` in Lakhs)
Particulars
86
Gratuity Funded
31st March, 2013
31st March, 2012
31st March, 2013
31st March, 2012
II
Net Asset/(Liability) recognised in
the Balance Sheet
1
Obligation
720.30
598.64
229.75
203.98
2
584.88
557.30
-
-
3
Funded Status [Surplus/(Deficit)]
(135.41)
(41.34)
-
-
4
Net Asset/(Liability)
(135.41)
(41.34)
(229.75)
(203.98)
(` in Lakhs)
Particulars
Gratuity Funded
31st March, 2013
31st March, 2012
31st March, 2013
31st March, 2012
598.64
500.17
203.98
186.97
25.77
17.01
III
Change in obligation during the year
1
Obligation at beginning of the year
2
Current Service cost *
86.65
74.09
3
Interest cost
50.88
41.26
4
Settlement cost
-
-
-
-
5
Past service cost
-
-
-
-
6
-
-
-
-
7
34.46
21.44
8
Benefits Payments
(50.33)
(38.33)
9
Obligation at the end of the year
720.30
598.64
229.75
203.98
Particulars
IV
1
2
3
4
5
6
7
8
9
Change in Assets during the Year
Plan assets at the beginning of the year
Assets acquired on amalgamation in Previous Year
Settlements
Contributions by Employer
Actual benefits paid
Actual return on plan assets
Plan assets at the end of the year
V
The major categories of plan assets as a percentage of total plan
Qualifying Insurance Policy
VI
Actuarial Assumptions :
Discount Rate
Rate of Return on Plan Assets
Salary Escalation
Attrition rate
Gratuity Funded
31st March, 2013
31st March, 2012
557.30
37.00
(50.33)
(7.01)
47.93
584.88
524.63
31.27
(38.33)
(2.24)
41.97
557.30
YES
YES
8.25%
8.70%
7%
2%
8.50%
8.60%
7%
2%
b) Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15
(Revised). Actuarial value of liability is ` 229.75 Lakhs (` 203.98 Lakhs) based upon following assumptions.
Discount Rate
Salary Escalation
II)
8.25%
8.50%
7%
7%
Binani Ready Mix Concrete Limited
Defined benefit plans as per actuarial valuation on 31st March, 2013
87
an n u al re p o rt 2 0 1 2 - 1 3
(a) Gratuity (non-funded)
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity
on departure at 15 days salary (last drawn salary) for each completed year of service.
The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded
status and amounts recognised in the balance sheet.
(` in Lakhs)
31st March, 2013
31st March, 2012
Current Service Cost
1.64
1.75
Interest cost on benefit Obligation
0.15
-
Particulars
Profit & Loss Account:
Net Employee Benefit expenses (recognised in employee cost):
Net actuarial (gain)/loss recognised in the year
Past service cost
Net benefit expenses
Actual return on plan assets:
-
-
(0.86)
-
-
-
0.93
1.75
NA
NA
(2.67)
(1.75)
-
-
(2.67)
(1.75)
Balance Sheet:
Details of Provision for Gratuity:
Defined benefit obligation
Less: Unrecognised past service cost
-
-
(2.67)
(1.75)
Opening defined benefit obligation
(1.75)
-
Interest cost
(0.15)
-
(1.64)
(1.75)
-
-
Plan Assets/(Liability)
Changes to the present value of defined benefit obligations are as follows:
Current service cost
Benefits paid
Actuarial gains/(losses) on obligation
Closing defined benefit obligation
0.86
-
(2.67)
(1.75)
(b) Leave Encashment
Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Accounting Standard 15 (revised)
is ` 3.48 Lakhs (Previous Year - ` 2.46 Lakhs).
The principal assumptions used in determining gratuity and leave encashment benefit obligations for the Company’s plans are
shown below :
Particulars
Discount Rate
Salary Escalation
II)
31st March, 2013
8.00%
4.00%
31st March, 2012
8.50%
4.00%
Employees terminal benefits
88
For employees terminal benefit provision, actuarial calculations are not made. Hence, provision is made on the assumption that
all employees were to leave as of the end of the reporting period since this provides, in management’s opinion, a reasonable
estimate of the present value of the terminal benefits.
NOTE NO. - 41 OPERATING LEASE
I
a)
Operating lease payment recognised in Profit & Loss Account amounting to ` 498.47 Lakhs (Previous Year ` 498.47 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.
Binani Ready Mix Concrete Limited
II
(` in Lakhs)
31st March, 2013
31st March, 2012
74.97
66.46
-
-
(ii) the Company has given interest free security deposit of ` 30 Lakhs.
-
-
(iii) Agreement provide for increase in rent by 10% after 3 years from the date of
lease.
-
-
Particulars
(a)
Lease payments recognised in the Profit and Loss Account.
(b)
Significant lease arrangements:
(i)
(c)
The agreements is initially for a period of five years which may be extended or
terminated as per the conditions of the agreements.
Future minimum lease payments are:
(i)
Not later than one year
72.00
72.00
173.40
245.40
-
-
31st March, 2013
31st March, 2012
Net Profit after Tax attributable to equity shareholder ( ` in Lakhs)
4,682.59
(1,913.70)
Net Profit after Tax before extraordinary item attributable to equity shareholder
(` in Lakhs)
4,682.59
(1,913.70)
Equity Shares outstanding as at the period end (in Nos.)
188,601,274
188,601,274
Weighted average number of Equity Shares used as denominator for calculating Basic
and Diluted Earning Per Share (in Nos.)
188,601,274
188,601,274
10.00
10.00
Earning Per Share (Basic) (in `)
2.48
(1.01)
Earning Per Share (Diluted) (in `)
2.48
(1.01)
(ii) Later than one year and not later than five years
(iii) Later than five years
NOTE NO. - 42 Consolidated Earning per share is calculated as follows :
Particulars
Nominal Value per Equity Share (in `)
NOTE NO. - 43
Miscellaneous Expenses in Note no. 24 includes ` Nil (Previous Year ` 25 Lakhs) donation, given to G D Binani Charitable Trust and
` 125 Lakhs (Previous Year ` 75 Lakhs) to G. D. Binani Charitable Foundation.
89
an n u al re p o rt 2 0 1 2 - 1 3
NOTE NO. - 44
BCL: Trade Receivables of ` 5,734.33 Lakhs have been netted off against advance received towards those sales and the excess of
advance over receivables amounting to ` 3,719.8 Lakhs has been shown under current liability. Such advances are settled after full
amount is received from the debtors.
NOTE NO. - 45
The Competition Commission of India (CCI) vide its order dated June 20, 2012 has imposed a penalty of `16,732 Lakhs on the
Company alleging contravention of certain provisions of the Competition Act, 2002. the Company have filed an Appeal before the
Competition Appellate Tribunal (CompAT) against the aforesaid order of CCI and the Company has been advised by its legal advisors
that it has a good case for the CompAT to set aside the CCI order and accordingly no provision has been considered necessary by the
Company in this regard.
NOTE NO. - 46
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.
NOTE NO. - 47
Previous Year’s figures have been regrouped / reclassified wherever necessary.
R. Venkiteswaran
Braj Binani
Chairman
Mihir Hindocha
Partner
Atul P. Falgunia
& Company Secretary
P. Acharya
Wholetime Director
Place : Mumbai
Place : Mumbai
90
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
PARTICULARS
31st March,
2013
(` in Lakhs)
31st March,
2012
Cash Flow From Operating Activities
(1,125.37)
Net Profit Before Tax before Prior period items
8,024.29
Adjustments for:
Depreciation / Amortisation
12,543.67
15,404.19
Interest and Finance Charges
18,942.75
24,836.03
Unrealised Exchange Rate Fluctuations (net)
545.67
961.20
Bad Debts written off
354.43
Loss/(Profit) on sale of Fixed Assets
456.31
230.76
Interest Income
(2,930.95)
(6,280.46)
Dividend Income
(200.86)
(50.99)
28,585.65
Operating Profit Before Working Capital Changes
43,125.02
Adjustments for:
Inventories
(630.92)
695.98
Trade and Other Receivables
(38,139.10)
(15,905.71)
Trade and Other Payables
23,602.91
11,056.61
13,418.54
Cash Generated from Operations
38,971.90
Direct Taxes Paid (including Fringe Benefit Tax) (Net)
(1,015.03)
(1,592.87)
12,403.51
A Net Cash flow from Operating Activities
37,379.03
Cash Flow from Investing Activities
Purchase of Fixed Assets (including capital work - in progress)
(44,857.75)
(10,048.91)
Sale of Fixed Assets
121.78
40.07
Long term loans & Advances
(2,158.84)
(178.73)
Dividend Income Received
200.86
50.99
Interest income Received
2,930.95
6,103.40
(43,763.00)
B Net Cash Used in Investing Activities
(4,033.18)
Cash Flow from Financing Activities
Repayment of Long term Borrowings
(55,032.05)
(45,997.54)
Proceeds of Long term Borrowings
84,250.31
33,282.81
Payment of Deferred Indirect Taxes
(59.11)
Proceeds from Trade Deposit
222.99
153.51
Interest & Finance Charges paid
(18,942.75)
(25,019.71)
Dividend Paid / Dividend Distribution Tax Paid
(5,479.93)
(0.06)
Proceeds / Repayment from Short Terms Borrowings (Net)
7,753.63
1,403.81
12,772.20
C Net Cash from Financing Activities
(36,236.29)
(18,587.29)
D Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C)
(2,890.44)
34,810.15
E Opening Cash & Cash Equivalents (Cash and Bank Balances)
16,222.86
16,222.86
F Closing Cash & Cash Equivalents (D+E) (Cash and Bank Balances)
13,332.42
Note:
1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 "Cash Flow
Statements" as specified in the Companies (Accounting Standards) Rules, 2006.
2. Cash & Cash Equivalents are Cash and Bank balances as per the Balance Sheet and inculdes ` 5,465.82 Lakhs (Previous
Year ` 620.04 Lakhs) as restricted Bank Balances.
3. Previous Year figure have been recast / regrouped wherever considered necessary.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NOTE NO - 2.
Mihir Hindocha
Partner
Place : Mumbai
R. Venkiteswaran
Atul P. Falgunia
& Company Secretary
Place : Mumbai
Braj Binani
Chairman
P. Acharya
Wholetime Director
91
92
Mukundan Holdings Ltd. (MHL)
Murari Holdings Ltd.
(MUHL)
Swiss Merchandise Infrastructure Ltd.
(Swiss)
Merit Plaza Ltd. (Merit)
Bhumi Resources (Singapore) Pte. Ltd.
(Bhumi)
Binani Cement Factory LLC (BCF LLC)
Binani Energy Private Ltd.
Shandong Binani Rong'An Cement Co. Ltd.
(SBRCC)
PT Anggana Energy Resources (Anggana)
Binani Mineral Resources (Mongolia) LLC
BC Tradelink Ltd.
Binani Cement Factory (Kenya) Ltd.
Binani Cement (Uganda) Ltd.
Binani Cement Factory Mauritius
Binani Ready Mix Concrete Ltd.
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
Subsidiary of
BCL
Relationship
Subsidiary of
BCL
Subsidiary of
BCL
Subsidiary of
BCL
908.00
(91.48)
1,023.18
82,553.78
9,502.70
3.01
32,245.55
2,172.97
8,302.68
152.33
4,333.32
5,428.02
43,794.65
803.50
55,768.50
187.35
46,187.18
5,316.57
0.08
23,989.82
1,616.63
7.22
0.13
4,330.17
5,421.17
9,686.73
177.72
11,264.17
206.66
10,211.61
(710.47)
(158.44)
(90.51)
1.64
77.88
6.07
9.51
(86.71)
(2,572.95)
(2.64)
(67.80)
(56.08)
489.14
1,109.04
633.56
1.64
77.92
6.63
10.39
3.23
95.79
46.45
1,191.06
1,875.82
553.71
1,267.04
723.81
0.00
0.02
0.56
0.88
89.94
2,668.73
0.01
0.22
1,625.97
(10,013.70) 334,967.49 290,351.18
(2,726.71)
(313.87)
1.92
3,515.58
236.91
119.71
2.20
(1.85)
1.85
(2,573.94)
(47.22)
(4,986.21)
876.62
47,780.08
Place:Mumbai
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.48
(3,600.38)
(414.44)
(0.23)
(4,218.79)
(284.30)
128.45
2.36
(0.36)
(1.08)
(499.43)
(9.16)
(656.11)
(12.04)
244.24
2,322.19
-
-
-
-
199.41
312.30
2.35
69.82
-
-
-
(343.35)
15.10
8.63
253.25
12,002.15
161.19
252.46
(2.27)
(67.24)
2.02
51.89
(126.10)
- (22,518.02)
35,599.93
4,097.88
-
7,552.65
508.96
40.88
0.75
-
-
-
-
-
-
-
-
4.11
(284.30)
122.49
2.25
(0.36)
(1.08)
(499.43)
(9.16)
(656.11)
(12.04)
224.24
(414.44)
(0.23)
Braj Binani
Chairman
P. Acharya
Wholetime Director
Atul P. Falgunia
Sr. Vice President
(Secretarial)
& Company Secretary
(343.35)
15.10
8.63
253.25
12,002.15
158.14
247.67
(2.27)
(67.24)
1.72
44.22
(121.09)
R. Venkiteswaran
CFO-Group Control Accounts
-
-
3.06
4.79
-
-
0.30
7.67
(5.01)
(895.22) (21,622.80)
- (3,600.38)
-
-
- (4,218.79)
-
5.97
0.11
-
-
-
-
-
-
20.00
0.37
Turnover Profit/(Loss) Provision for
Profit/
excluding
before
Taxation (Loss) after
other
taxation
taxation
income
The Statement does not include companies which have been closed during the year.
645.90
0.44
0.25
0.00
0.02
0.00
0.00
0.00
0.02
49.09
1,258.64
305.93
54,630.00
39,093.30
4,500.00
1.00
4,740.15
319.43
8,175.75
150.00
5.00
5.00
36,681.87
673.00
49,490.54
6.49
353.51
Total
Details of
Liabilities Investments
(except
investment in
subsidiaries)
Turnover, Profit/(Loss) before Taxation, Provision for Taxation and Profit/(Loss) after Taxation shown above are for the period/year April 01, 2012 to March 31, 2013.
1.75
0.02
0.64
0.03
0.04
0.01
8.69
682.78
37,214.96
Reserves Total Assets
3)
INR
INR
MUR
INR
UGX
INR
KES
INR
TZS
INR
MNT
INR
IDR
INR
RMB
INR
14.84
54.51
54.51
54.51
54.51
Capital
For the purpose of the above statement, the financial statements of the overseas subsidiaries are converted into INR on the basis of closing exchange rate as on March 31, 2013.
Subsidiary of
BCL
Subsidiary of
BCF LLC
Subsidiary of
BCF LLC
Subsidiary of
BCF LLC
Subsidiary of
BCF LLC
Subsidiary of
KHL
Subsidiary of
Bhumi
Subsidiary of
KHL
Subsidiary of
BCL
INR
AED
INR
USD
INR
INR
INR
USD
INR
USD
INR
USD
Currency Conversion
Rate
2)
India
Mauritius
Uganda
Kenya
Tanzania
Mongolia
Indonesia
China
India
United Arab Subsidiary of
Emirates MHL & MUHL
Singapore
India
India
British Virgin Subsidiary of
Islands
BCL
British Virgin Subsidiary of
Islands
BCL
Singapore
Country of
Incorporation
1)
Notes
Krishna Holdings Pte. Ltd.(KHL)
1
Sr.no Name of the Subsidiary Company
SUMMARISED FINANCIAL INFORMATION FOR THE YEAR / PERIOD ENDED ON MARCH 31, 2013, IN RESPECT OF SUBSIDIARIES OF THE COMPANY IN COMPLIANCE WITH THE GENERAL EXEMPTION GRANTED BY THE MINISTRY OF
COMPANY AFFAIRS UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956.
(` in Lakhs)
an n u al re p o rt 2 0 1 2 - 1 3
& Company Secretary
BINANI CEMENT LIMITED
Registered Office: 601, Axis Mall, 6th Floor, Block – C, Action Area – I, New Town, Rajarhat, Kolkata – 700 156.
Dated : 19th August, 2013
Dear Shareholder(s),
RE: Green Initiative in Corporate Governance
The Ministry of Corporate Affairs (‘Ministry’) through its “Green Initiative” in Corporate Governance allowed paperless compliances by
Companies through electronic mode. In accordance with the circulars bearing no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011
issued by the Ministry, Companies can now send various notices / documents (including notice calling Annual General Meeting, Audited
Financial Statements, Directors’ Report, Auditors’ Report etc) to their shareholders through electronic mode, to the registered e-mail
addresses.
We, therefore request you to contribute to the Corporate Social Responsibility initiative of the Company. All you have to do is to register
your e-mail ID with the Company to receive communication through electronic mode.
We therefore, invite you to contribute to the cause by filling up the registration form for registering your email ID.
In case you still desire to receive the above mentioned documents in physical form, you are requested to send an e-mail to nagesh@binani.net
/rajesh.mishra@linkintime.co.in or send a letter at the following address.
12, J.N. Heredia Marg,
Ballard Estate,
Mumbai – 400 001.
Thanking you,
Atul P. Falgunia
Senior Vice-President (Secretarial) & Company Secretary
93
an n u al re p o rt 2 0 1 2 - 1 3
REGISTRATION FORM
To,
12, J.N. Heredia Marg,
Ballard Estate,
Mumbai – 400 001.
Dear Sir/ Madam,
Green Initiative in Corporate Governance
I agree to receive all communication/documents/papers from the Company in electronic mode. Please register my e-mail ID in your
records for sending communication/documents/papers.
Folio No.
:
DPID:
Client ID
:
Name of 1st Registered Holder :
Name of Joint Holder(s)
:
Registered Address
:
Email ID:
Date
Signature of the 1st Holder
Important Notes:
1)
On registration, all the communication will be sent to the e-mail ID registered with the Company
2)
Shareholders are requested to keep Company informed as and when there is any change in the e-mail address. Unless, the change in
email ID given above, is intimated in writing, the Company will continue to send the notices/documents to you to the above mentioned
email ID.
94
Affix
Revenue
Stamp
*Applicable for Investors holding shares in Electronic Mode.
ii) A Proxy need not be a member.
Company, not later than 48 hours before the time of the meeting.
i) This Proxy Form must be deposited at the Registered Office of the
Note
Client Id* __________________
DP. Id* ____________________
Folio No. __________________
the Member(s)
Signature(s) of
Signed this ____________ day of ____________2013
______________________________________________________________
as my/our Proxy to attend and vote for me/us and on my/our behalf at
the SEVENTEENTH ANNUAL GENERAL MEETING of the Company to be
held at 2.15 p.m or immediately after the 13th Annual General Meeting
of Binani Zinc Limited if it concludes after 2.15 p.m. at Kala Mandir, 48,
Shakespeare Sarani, Kolkata- 700 017 on Saturday, 28th September,
2013 and at any adjournment thereof.
in the district of_________________________________________________
of____________________________________________________________
______________________________________________________________
of _________________ in the district of _________________ or failing him
______________________________________________________________
being a Member/Members of BINANI CEMENT LIMITED hereby appoint
of __________________in the district of _________________________
I/We _________________________________________________________
PROXY FORM
Registered Office: 601,Axis Mall,6th floor, Block-C, Action Area-I, New
Town, Rajarhat, Kolkata 700 156.
* Applicable for Investors holding shares in Electronic Mode.
Signature of the Members of Proxy/Representative.
Name of Proxy/Representative (in Block Letter)
(To be filled in if the Proxy attends instead of the Member)
DP ID* _____________________ Client Id*___________________________
Folio No. _____________________________________________________
No. of Shares held _____________________________________________
Name of the Member ___________________________________________
I hereby record my presence at the SEVENTEENTH ANNUAL GENERAL
MEETING of the Company to be held at 2.15 p.m or immediately after the
13th Annual General Meeting of Binani Zinc Limited if it concludes after
2.15 p.m. at Kala Mandir, 48, Shakespeare Sarani, Kolkata- 700 017 on
Saturday, 28th September, 2013.
(To be handed over at the entrance of the Meeting Hall)
ATTENDANCE SLIP
Registered Office: 601,Axis Mall,6th floor, Block-C, Action Area-I, New
Town, Rajarhat, Kolkata 700 156.
95
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Binani Cement Annual Riport COVER SAP

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