BCL Annual Report 2010-11

7/26/2019 BCL Annual Report 2010-11

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Binani Cement Limited(Subsidiary of Binani Industries Limited)

BOARD OF DIRECTORSMr. Braj Binani - ChairmanMs. Nidhi SinghaniaMr. S. Padmakumar

Dr. V.C. ShahMr. V. SubramanianMr. M.K. ChattopadhyayaMr. Ramakrishna MoogimaneMr. P. Acharya - Sr. Executive Director & Wholetime Director

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

COMPANY SECRETARYMr. Atul P. Falgunia

CHIEF FINANCIAL OFFICER GROUP CONTROLACCOUNTS (Nominated by Holding Company)

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

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

TERM LENDERS & BANKERSIDBI Bank LimitedSyndicate BankAxis Bank LimitedExport Kredit Finansiering A.S.State Bank of IndiaUCO BankCentral Bank of IndiaBank of BarodaPunjab National BankDena BankOriental Bank of CommerceJammu & Kashmir Bank Limited

LOCATIONSRegistered Office:37/2, Chinar Park, New Town,Rajarhat Main Road, P.O. Hatiara,Kolkata 700 157.

Corporate & Mumbai Office:Mercantile Chambers,12, J.N. Heredia Marg,Ballard Estate, Mumbai 400 001.

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

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

Singapore -048621.

2. Shandong Binani Rongan Cement Co. Ltd.China (SBRCC) Fujiazhuang, Dong Guan Town, Ju County, Rizhao City Shangdong Province3. Mukundan Holdings Limited P.O. Box 957, Offshore Incorporations, Centre Road, Town, Tortala, British Virgin Islands (BVI)4. Murari Holdings Limited Akara Building,24 De Castro Street, Wickham Cay, Road Town, Tortola British Virgin Islands (BVI)5. Binani Cement Factory LLC Jebel Ali, Dubai6. Bhumi Resources (Singapore) Pte Limited

24, Raffles Place, #29-04A, Clifford Centre

Singapore -048621.

MARKETING OFFICES:1. 705-706, Sakar II, Ellisbridge, Ahmedabad 380 0062. 231,233,235, Ansal chambers II , 6, Bhikaji Cama Place, Delhi 110 0663. Miracle 22, Shubham, Enclave Jamnalal Bajaj Marg,C Scheme, Jaipur 302 0014. Flat no. 2&3, Jeet Apartments, Airport Road, Ratannada, Jodhpur -3420015. 1st Floor, Eldeco Corporate Chamber-1, Vibhuti Khand, Gomti Nagar, Lucknow -2260106. 401, Krishna Building, 4th Floor,

224-A, A.J.C. Bose Road, Kolkata -700 017.7. Feltham House, 1st Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai -400 001.

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

CONTENTS P

Notice for the 15th A.G.M. Directors Report, Management Discussion &Analysis Report Corporate Governance Report Auditors Report Balance Sheet, Profit & Loss Account & Schedules

Cash Flow Statement & Part IV Auditors Report on Consolidated Financial Statement Consolidated Balance Sheet, Profit & Loss Account &Schedules Consolidated Cash Flow Statement Statement Pursuant to Section 212 Abstract of Financial Statements of Subsidiaries Form for Service of Documents by E-mode Proxy Form & Attendance Slip for 15th AGM


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annual report 2010-201

Notice is hereby given that the 15th Annual General Meeting of theMembers of the Company will be held at 3.45 p.m or immediately

after the conclusion of the 11th Annual General Meeting of BinaniZinc Limited if the meeting concludes after 3.45 p.m at RotarySadan, 94/2, Chowringhee Road, Kolkata -700 020 on Monday,the 27th June, 2011 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at31st March, 2011 and the Profit & Loss Account for theyear ended on that date together with the Reports of theDirectors and Auditors thereon.

2. To declare dividend on Equity Shares.

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

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

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

6. To appoint M/s Kanu Doshi Associates, CharteredAccountants as Statutory Auditors of the Company to holdoffice from the conclusion of this Annual General Meetingtill the conclusion of the next Annual General Meeting andauthorize the Board of Directors /Committee thereof to fixtheir remuneration.

By Order of the BoardFor Binani Cement Limited

Atul P. FalguniaCompany Secretary

Place : MumbaiDate : 22nd April, 2011

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF AND THE PROXY NEEDNOT BE A MEMBER OF THE COMPANY.

2. The proxy form in order to be effective should be dulystamped, signed and completed in all respects and mustbe deposited at the Registered Office of the Company notless than 48 hours before the time fixed for the meeting.

3. No person shall be entitled to attend or vote at the meetingas a duly authorized representative of any body corporatewhich is a shareholder of the Company, unless a certifiedcopy of the resolution appointing him/her as duly authorizedrepresentative has been deposited at the Registered Officeof the Company not less than 48 hours before the time fixedfor the meeting.

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

NOTICE TO SHAREHOLDERS

to Monday, 27th June, 2011 (both days inclusive ).

5. Dividend, if declared, will be paid to those members who

names appear on the companys Register of Members 18th June, 2011 on the paid up capital of the Companyon 31st March, 2011. In respect of shares held in electroform the dividend will be paid to the beneficial ownersshares as on 18th June, 2011 as per details furnished by tdepositories for the purpose.

6. Those members who have not encashed their DivideWarrants for the Financial Year ended 31st March, 2031st March 2008, 31st March 2009 and 31st March 2010 mlodge a claim with the Company failing which the balanwill be transferred to the Investor Education and ProtectFund established by the Central Government on or befo7.08.2014, 4.08.2015, 7.08.2016 and 6.08.2017 respectiveAfter the above dates, the shareholders are not entitto claim the amount pursuant to the existing provisions

Section 205 C (2) of the Companies Act, 1956.7. A brief write up about the directors coming up

reappointment as required by listing agreement in respof items no. 3, 4, and 5 of the notice are annexed hereto aforms part of this notice.

8. The documents required under the law will be available inspection during working hours from 11.00 a.m. to 1p.m. at the Registered Office of the Company on any workday except Saturdays and Sundays prior to the date of tAnnual General Meeting.

9. The practice of distributing copies of Annual Reportsthe Annual General Meeting has been discontinued asmeasure of economy. Members are therefore requestedbring their copy of the Annual Report and Attendance Sduly completed to the Meeting.

10. Recently the Ministry of Corporate Affairs, Governmeof India, vide Circular No. 17/2011 allowed service documents by e-mode as a Green initiative in the CorporGovernance. Members are requested to Register the-mail addresses with the Companys Registrar & ShaTransfer Agents M/s. Link Intime India Pvt. LimitUnit: Binani Cement Limited C-13, Pannalal Silk MCompound, L.B.S. Marg, Bhandup (West), Mumbai 4078 for the purpose of service of documents under Sect53 of the Companies Act, 1956. The Form for sending trequest is attached seperately.

11. (i) Pursuant to the General Exemption granted by Central Government, Ministry of Corporate Affaunder Section 212 of the Companies Act, 1956 vCircular No.2/2011 dated 8th February, 2011,

Board of Directors at its meeting held on 22nd Ap2011, granted its consent not to attach the DirectoReport, Auditors Report, Balance Sheet, Profit & LoAccounts of the subsidiaries viz Swiss MerchandInfrastructure Limited, and Merit Plaza Limited the year ended 31st March 2011, Krishna Holdings PLimited, Singapore, Shandong Binani Rongan CemCompany Limited, China, Mukundan Holdings LimitBritish Virgin Islands, Murari Holdings Limited, Brit


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

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

(iii) The Company undertake to the shareholders that theAnnual Accounts of the aforesaid Subsidiary Companiesand the related detailed information shall be madeavailable to the Shareholders of the Company and thatof the Subsidiary companies free of cost. A copy of theAnnual Accounts of the aforesaid subsidiaries shallalso be given to Shareholders free of cost on demand.

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

(excluding Saturdays & Sundays).

(v) The Annual Accounts of the Company and asubsidiaries as above have also been posted oCompanys Website www.binani.com. Any shareh

may access the Companys website for the AnAccounts of the Company and its subsidiaries.

12. Members are requested to:

a) Notify promptly any change in their addresssend all correspondence relating to shares inclrequests for transfers, change of status, chanmandate, fresh mandate etc either to the Comat its Registered Office or to the Companys Regand Share Transfer Agents M/s Link Intime IndiaLimited. Unit: Binani Cement Limited, C-13, PanSilk Mills Compound, L.B.S .Marg, BhandupMumbai -400 078, Tel. No. 022-25946970 - Fax25946969 E-mail: [email protected]

b) Notify the change in the address and change in themandate to the concerned Depository Participantsif the shares are held in dematerialized form.

c) Send their queries, if any, at least 15 days in advanthe meeting at the Companys Registered office soinformation can be made available at the meeting

d) Fill in the attendance slip for attending the meand those who hold the shares in dematerializedare requested to bring their client ID and DPIidentification of attendance at the meeting.

13. Members may note that the Companys website is www. binani.com

PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, FOLLOWING INFORMATION ARE FURNISABOUT THE DIRECTORS PROPOSED TO BE REAPPOINTED, VIDE ITEMS 3,4 AND 5 OF THE NOTICE DATED 22nd APRIL, 2011

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

Age 67 26 58Date of appointment on the Board asDirector

23.10.2008 23.4.2009 23.10.2008

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

Economics)B.E (Mechanical Enginee

Expertise in specific functional areas Banking Coordination in CementMarketing

Projects & Production

Number of Equity Shares held in theCompany by the Director or for otherpersons on a beneficial basis.

Nil Nil Nil

Name of Other Companies in whichDirectorships held

Director in Mercator Lines LimitedDirector in St. Gobian Securit IndiaLimited

Director in Binani IndustriesLimitedDirector in Binani MetalsLimited

Director in Binani Ready Concrete Limited.

Chairman/Member of the Committees

of Board of Directors of othercompanies in which they are Directors

Member of Audit Committee in

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

Nil Nil

By Order of the BFor Binani Cement Lim

Atul P. FalgCompany Secr

Place : MumbaiDate : 22nd April, 2011


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DIRECTORS REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Fifteenth

Annual Report of the Company along with the Audited FinancialStatements for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 aresummarised below:

Rs. in Lacs

Particulars 2010-11 2009-10 Inc/Dec%

Net Sales and Other Income 174,335 187,216 -7%

Operating Costs 145,814 128,038 14%

EBIDTA 28,521 59,178 -52%

Interest & Financial charges 10,344 7,850 32%

Cash Profit 18,177 51,327 -65%Depreciation andAmortisation

9,950 9,166 9%

Profit before Tax 8,227 40,800 -80%

Profit after Tax 9,051 28,192 -68%

DIVIDEND

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

OPERATIONAL PERFORMANCE

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

During the year under review, despite increase in sales volumesby 2.70%, turnover decreased by 7.05% due to lower Cementprice in the market and nil sales of Clinker against previous yearsale of Rs. 6275 lacs. The net sales for the year under reviewwas Rs. 1721 Crores compared to Rs. 1851 Crores in the previousyear.

The combined effect of cement prices, higher input cost of Coaland other raw materials and higher logistic cost put pressureon the bottom line of the Company resulting in drop in the NetProfits of the Company.

The Cement Production and Power generation details are asunder :-

Production 2010-11 2009-10

Cement (Lacs MT) 54.58 52.80

Power Generation (net) - Lacs kWh* 3056.69 2449.07

*Excludes trial generation in 2009-10.

PROJECT OVERVIEW :

MODERNISATION / EXPANSION

Binanigram unit :

During the year 2010-11 following modifications / expansprojects have been commissioned:

1) Up-gradation of existing Pre-heater fans for Unit # 2increase capacity of Kiln.

2) Modification of Raw Mill-II separator to increase capacitythe mill.

3) Installation of pre-crushing system for reduction of fesize for Raw Mill # 2.

4) Up-gradation of wagon loading system by introducing thloading point with four additional wagon loaders in orderreduce rake loading time.

5) Installation of air cooled condenser in CPP 1 to conse

water and meet statutory obligation.6) Installation of additional rail track as per requirement

railways.

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

Following modifications / expansion projects have been takenduring the year which are under progress :

1. Mechanized loading arrangement of clinker in the rakes

2. Installation of wagon tippler for unloading of coal rakes.

3. Installation of Fly ash collection system at SuratgaThermal Power Station in order to ensure uninterruptsupply of flyash to Binanigram and Neem Ka Thana.

Neem Ka Thana unit :

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

OVERSEAS PROJECTS PROJECT OVERVIEW

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

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

Binani Cement Factory LLC, Dubai (BCFLLC)

During the year, the Dubai cement grinding unit continues tonon operational barring few intermittent operations for meetsome export requirements. The Dubai market also continuto be in slump during the year under review. To tide over tsituation and to capitalise on the demand for Cement in the EAfrican Countries, the Company has opened marketing officthrough its subsidiaries in Sudan, Dibjouti, Kuwait, Uganda aMadagascar. Further marketing offices are proposed to be set in Tanzania, Namibia, Botswana, Mozambique and Mauritius. I


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

FUTURE PLANSLignite Project at Nimbri Chandrawatan in District. Nagaur,Rajasthan

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

The Public hearing for the mine and 120 MW Pit Head PowerPlant has been successfully completed. The recommendationshave been forwarded to the Secretary State Pollution ControlBoard by Regional Officer, Jodhpur. Formal approval from MoEF,

Government of India and State pollution Control Board is awaited.Cement Grinding Unit, Orissa

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

Cement Project at Sutrapada, District, Junagad in Gujarat.

The Company proposes to set up a Greenfield Cement plant of5.0 million tons per annum capacity at Sutrapada in Saurashtra,

Gujarat. After a long delay, Government of Gujarat (GOG)announced the new mineral policy for Saurashtra and alsonotified the ML (Mining Lease) blocks in Saurashtra area. TheCompany has applied for ML to the GOG on the basis of the newmineral policy and our request for the grant of ML blocks isunder consideration of GOG. Further work on the project will bestarted after grant of ML.

BUY BACK OF SHARES

The Board of Directors had passed a Special Resolution toconsider buyback of 1,45,00,000 Equity Shares of the Companyin terms of the shareholders approval through Postal ballot on14th June, 2010. The Company had successfully completed thebuyback of 1,45,00,000 Equity Shares of the Company throughthe tender route at a buy back price of Rs. 90 /- per share

and extinguished the shares which were bought back. Sincethe company had received valid applications for 1,96,32,290shares, the shares were bought back from the shareholdersproportionately.

VOLUNTARY DELISTING

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

(Delisting of Equity Shares) Regulations, 2009 and conseqaction of Voluntary Delisting of shares by the Companydelisting offer made by the Promoter/Acquirer was successfuthe Promoter/Acquirer received 268 valid bids from Shareho

for 4,73,58,222 shares. The Promoter /Acquirer has acquireshares at the price of Rs. 90/- which was determined thrthe reverse book building process and paid the considerto the shareholders of the Company by 23rd February, Consequent upon the success of the offer, the shareholdithe Promoter/Acquirer in the Company has increased to 95of the total paid up and issued share capital of the ComFurther, the Company has filed final application to the BoStock Exchange Limited and National Stock Exchange of Limited for approving the delisting of shares of the Comfrom the exchanges. The Stock Exchanges are expected to approval for delisting of companys shares shortly.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Manage

Discussion and Analysis is annexed to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the good CorpGovernance practices. Pursuant to Clause 49 of the LAgreement with the Stock Exchanges, a separate seon Corporate Governance together with a certificate the Companys Auditors confirming compliance is set othe Annexure C and D forming part of this report. Furthdeclaration on the Code of Conduct signed by the WholeDirector of the Company is given as Annexure E.

AUDIT COMMITTEE

The Company has complied with the requirements of Se292A of the Companies Act, 1956 and Clause 49 of the Li

Agreement with Stock Exchanges. The Audit Commcomprises of 3 independent directors and one non execdirector. The details regarding the Audit Committee are proin details in the Corporate Governance Report.

BOARD OF DIRECTORS

In accordance with Article 100 of the Articles of Association Company, Mr. Ramakrishna Moogimane, Ms. Nidhi Singand Mr. P. Acharya retire by rotation and being eligible, themselves for reappointment.

AUDITORS

M/s Haribhakti & Co and M/s Kanu Doshi Associates, CharAccountants, the joint Statutory Auditors of the Company, rat the conclusion of the ensuing Annual General Meeting an

eligible for reappointment. M/s Haribhakti & Co, have intimthat they do not desire to be reappointed. M/s Kanu DAssociates , the other retiring Auditor has given their consere-appointment. The Company has received a certificate uSection 224(1) of the Companies Act, 1956 from the Auditortheir appointment, if made, will be in accordance with the as specified as per Section 224(1) of the Companies Act, 195the proposal has been placed before you for approval.


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COST AUDIT

Audit of Cost Accounts of the Company relating to Cement forthe plants at Binanigram and Neem Ka Thana for the year ended31st March, 2011 will be audited by Cost Auditors, M/s K. G. Goyal

& Co., Jaipur, Cost Accountants and Cost Audit Report will besubmitted to the Ministry of Corporate Affairs, Government ofIndia. The cost accounts alongwith the Cost Auditors Report forthe year ended 31st March, 2010 has already been filed with theMinistry of Corporate Affairs within specified time limit. Approvalof the Central Government for the reappointment of M/s K. G.Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for theyear 2011-12 is being obtained.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been preparedin compliance with the Accounting Standard(AS) 21 issued bythe Institute of Chartered Accountants of India. With a view tobridge the gap between the different accounting periods of the

holding company and the overseas subsidiaries and step downsubsidiaries whose accounting year /first accounting periodending 31st December 2010, the consolidation of their financialstatements has been done for the combined year/period ended31st December, 2010 and quarter ended 31st March 2011.

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

be.STATEMENT PURSUANT TO SECTION 212

The statement pursuant to Section 212 of the Companies Act,1956 relating to the subsidiaries is annexed to this report.The Board of Directors has given its consent for not attachingthe financial statements of the subsidiaries referred to in theaforesaid annexed statement, pursuant to the general circularno. 2/2011 dated 8th February, 2011 of the Ministry of CorporateAffairs, Government of India.

DIRECTORS RESPONSIBILITY STATEMENT

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

state that:a) in the preparation of the Annual Accounts for the year ended

March 31, 2011 , the applicable Accounting Standards havebeen followed and proper explanation relating to materialdepartures, if any, have been furnished;

b) accounting policies as listed in Schedule 15 to the financialstatements have been selected, consistently applied andprudent judgments and estimates have been made so as to

give true and fair view of the state of affairs of the Compaas on 31.03.2011 and of the profit of the Company for year ended on that day;

c) proper and sufficient care for the maintenance of adequ

records in accordance with the provisions of the CompanAct, 1956 has been taken so as to safeguard the assetsthe Company and to prevent and detect fraud and othirregularities;

d) the annual accounts for the year ended March 31, 2011 hbeen prepared on a going concern basis.

PARTICULARS UNDER SECTION 217

Energy Conservation, Technology Absorption, ForeExchange Earnings & Outgo :

Statement of particulars as required under Section 217(e) of the Companies Act, 1956 read with the Compan( Disclosure of Particulars in the report of the BoardDirectors) Rules, 1988 regarding conservation of ener

technological absorption, foreign exchange earnings aoutgo are annexed as Annexure A and form part of treport.

Particulars of Employees:

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

STOCK EXCHANGES COMPLIANCE OF LISTING AGREEMEN

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

Annual Report.

ACKNOWLEDGEMENT

Your Board of Directors place on record its sincere appreciatfor the continued co-operation and support received from tHolding Company, Banks, Financial Institutions and other telenders, various State and Central Government agencies, valuCustomers, Dealers, Distributors, Market Organisers, SupplieContractors and all who have directly or indirectly contributedthe success of your Company.

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

By Order of the BoaFor Binani Cement Limit

Braj Bin Chairm

Place : MumbaiDate : 22nd April, 2011.


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[A] CONSERVATION OF ENERGY a) Energy conservation measures taken

Cement Plant, Binanigram

1. Installed LNV technology in separator andadditional mill inlet duct in Raw Mill 2 resultingin production increased subsequently powerconsumption reduced

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

3. Optimized compressors running of CM 4 bychanging pressure setting of loading/ unloadingand pipe line modification, resulting loadingsaving in running hours.

4. In CM 4 intermediate diaphragm shiftedtoward inlet side resulting in main drive powerconsumption reduction achieved.

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

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

in kiln 2 replaced with single fluid spill backnozzle spray system and relocated to cyclone topresulting one compressor power saving.

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

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

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

CGU, Neem Ka Thana

1. Installed 50 KVAR capacitor at wagon tippler MCCto maintain the power factor with existing LTcapacitor bank at PCC circuit.

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

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

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

5. Optimized the running of wagon tippler dribble

conveyor. 6. Optimized dedusting in clinker hopper feeding

system . Thermal Power Plant

1. Replaced existing ACC fan blade of unit IIIwith aerodynamic high efficiency blades (sixnumbers in phase I) hence reduction in. auxiliaryconsumption.

2. Installed pneumatic ash conveying system for Air

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

pre heater of Boiler 1. 3. Installed sonic soot blower on CPP 2 boiler reduction in flue gas temperature by 5C.

4. Installed one Common cooling water pumCPP-2 & CPP-3.

5. Insulation of bare steam pipe line ( 50 sq.mreduce heat losses

6. Installed one, in house arranged, Side StFiltration Unit for Auxiliary cooling tower o1,2&3 CPP.

7. Commissioning of Air cooled condenser for uas a replacement of water cooled condenser.

b) Additional investment and proposals, if any, implemented for reduction of consumption of en

Cement plant

1 . Installation of grid resistance control in O- fan of CM 4.

2. Provision of energy saving devices LED lightenergy saver starters.

3. Replacement of existing motors in coal blowers of kiln 2 with low rating motors.

4. Replacement (9 Nos) of cooler fans existing min both unit with energy efficient motors

5. Provision of enhancement of mining operatioprocuring high capacity machines.

6. Provision of connection of RM 2 with CF SiAvoid stoppage of Kiln 1 in want of raw meal)

7. Installation of automatic clinker loading andunloading system

8. Installation of high capacity gear box inconveyor of lime stone stacker to run lime scrusher on high output.

Thermal Power Plant

1. Replacement of balance four set of ACC fan of unit II with aerodynamic high efficiency b(phase II).

2. Installation of over bed firing system at UBFBC Boiler

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

4. Installation of semi automatic fin cleaning syfor unit III ACC fin cleaning. This will resbetter vacuum during summer usage.

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

1 slide shoe bearing for more cooling of lubroil.

2. Installed isolation joint between bucket eledischarge and vibrating screen in packing pla

3. Installed segmented pulley lagging in packer 4. Replacement of chain hoist to wire rope ho

burner platform of both kilns to improve relia


8/103

8



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

original equipment spares to reduce spares costand dependability on OEMs.

6. Mining operations productivity enhanced byadding high capacity moving machine.

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

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

9. Packers availability enhanced by interconnectivitywith silos.

Thermal Power Plant

1. Designed and Installed Water cooled Bed ashcooler for CPP-3. Improved boiler efficiency.

2. Installed dust suppression system for CPP 1 coal

feeding hopper. 3. Installed dense fog type dust suppression systemfor Coal Tippler.

4. Installed semi automatic fin cleaning systemfor unit II ACC fin cleaning. This has resulted inbetter vacuum leading to higher generation duringsummer.

c) Impact of the measures at a) and b) above for reductionof energy consumption and consequent impact on thecost of production of goods.

Cement Plant : Due to various energy conservationmeasures, there was saving in power & fuelconsumption.

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

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

per unit of Production:

Please refer Form A attached

[B] TECHNOLOGY ABSORPTION a. TECHNOLOGY ABSORPTION ADAPTATION A

INNOVATION Not Applicable b. TECHNOLOGY ABSORPTION RESEARCH

DEVELOPMENT Not Applicable(C) FOREIGN EXCHANGE EARNING AND OUTGO

1. Activities relating to exports , initiatives taken increase exports, development of new export markfor products and services and export plan.

During the year , the Company has not exported clinand cement since the prices in the domestic markwere more remunerative than the price in the exp

markets. The Company will explore avenues to expits products in the future as and when the expobecome remunerative.

Rs./La 2. FOREIGN EXCHANGE USED AND EARNED

Foreign Exchange Earnings N Foreign Exchange Outgo*

Loan Repayment 630. Coal 23,958. Stores & Spares 1,097. Interest 56. Other Expenses 42. Capital Expenses 1,840. *Excluding Investments in /Loan to overse

subsidiaries.

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

Name Age

(Yrs)

Designation /

Nature of Duties

Remuneration

Received

(Rs. Lacs)

Qualifications Experience

(Years)

Date of

commencement

of Employment

Previous Employment

Mr. P. Acharya 58 Sr. Executive

Director &

Wholetime Director

65.83 B.E.(Mech.) & MBA 32 17.11.2008 Executive Director

Dalmia Cement (Bharat) Ltd.

Mr. R.S. Joshi 56 President(Corporate Affairs) 66.20 M.A. (Economics) 34 10.10.2005 Vice President (Commercial)Grasim Industries Ltd.

Note :

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

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

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

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

ANNEXURE B


9/103


FORM A

Form as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988

forming part of the Directors Report for the year ended 31st March, 2011.

CONSERVATION OF ENERGYTotal Energy Consumption and Energy Consumption per Unit of Production.

For the Foyear ended year e31/03/2011 31/03/

A Power & Fuel Consumption1 Electricity

a PurchasedUnit (KWh) 112356169 13903Total Cost (Rs. Lacs) 5217.11 63Cost/Unit Rs. 4.64

b Own GenerationUnit (KWh) 305668870 24490Cost of HSD / LDO Consumed (Rs. Lacs) 72.64Cost of Coal Consumed (Rs. Lacs) 7296.40 59Cost of Lignite Consumed (Rs. Lacs) -Cost of Pet Coke Consumed (Rs. Lacs) 3819.87 14

Cost of Fuel Consumed (Coal, Lignite,HSD/LDO) (Rs. Lacs) 11188.91 75Cost/Unit Rs. 3.66

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

(Used in Kiln for Clinker Production)Quantity (M.T.) 467687 53Total Cost (Rs. Lacs) 29807.53 265Cost/Unit Rs. 6373.39 49

b Pet Coke (Used in Kiln for Clinker Production)Quantity (M.T.) 37071Total Cost (Rs. Lacs) 2823.06 1Cost/Unit Rs. 7615.32 59

c Alternative Fuel - (Used in Kiln for Clinker Production)Quantity (M.T.) 29528 1Total Cost (Rs. Lacs) 809.45 3Cost/Unit Rs. 2741.33 23

d Lignite - (Used in Captive Power Plant)Quantity (M.T.) -Total Cost (Rs. Lacs) -Cost/Unit Rs. - 16

e Coal-Imported (Steam Non-coking)(Used in Captive Power Plant)Quantity (M.T.) 95032 12Total Cost (Rs. Lacs) 5886.23 59Cost/Unit Rs. 6193.95 45

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

3 a HSD / LDO - (Used in Kiln for Clinker Production)Quantity (Litre) 426827 49Total Cost (Rs. Lacs) 154.28 1Average Rate Rs. 36.15

b HSD / LDO - (Used in Captive Power Plant)

Quantity (Litre) 200039 21Total Cost (Rs. Lacs) 72.64Average Rate Rs. 36.31

B Consumption per ton of Production

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

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

2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

76.72 74.36 0.12 0.13 0.10 0.11


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10



INDUSTRY OVERVIEW

Cement production in India has grown at a brisk pace duringthe last few years. Indian Cement Industry foresees a 10.50%

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

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

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

infrastructure development and exports recovery continuing to

remain key growth drivers. However, huge capacity addition

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

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

line in the short to medium term.

COMPANYS PERFORMANCE

1. FINANCIAL PERFORMANCE

The financial performance for the year ended 31st March,

2011 is summarized below:

(Rs. in Lacs)

MANAGEMENT DISCUSSION AND ANALYSIS

2. REVIEW OF OPERATIONS

Your Companys operations continues to maintain

growth path. During the year under review, the compan

production and sales figures have surpassed all the previo

highs. The production of the cement has increased

3.37% compared to 2009-10. The company produced 54

lacs MT cement compared to 52.80 lacs MT in 2009-

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

previous year sales. The company sold 54.38 lacs MT

cement compared to 52.95 lacs MT in the previous ye

Captive power generation during the year under review w

3056.69 lacs KWh (net) compared to 2449.07 lacs KWh

2009-10.

In line with the Industry trend, the Company register

a much lower profitability during the year compared

previous year due to lower cement price, increased fu

raw material, logistics costs and increase in Excise D

from 8% to 10% . During the year , the company hregistered a Net Profit (before tax) of Rs. 8,227 la

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

from January, 2011. onwards there has been sign

improvement in the cement prices resulting in improv

bottom-line.

Particulars 2010-11 2009-10 % Change

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

EBIDTA 28,521 59,178 -52

Cash Profit 18,177 51,327 -65

Profit before Tax 8,227 40,800 -80

Profit after Tax 9,051 28,192 -68

28521

34698

23265

10135

13515101789796

10733

30639

59178

5000

15000

25000

35000

45000

55000

65000

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

10-11

YEAR

Rs.

inLacs

EBIDTA(Rs./Lacs)

82

40800

15456

613103 448 700

5807

24484

15657

0

5000

10000

15000

20000

25000

30000

35000

40000

45000

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

10-

Y E A R

Rs.

inLacs

PROFITBEFORETAX(Rs./Lacs)


11/103


FUTURE OUTLOOK

Indian Cement Industry : Growth in domestic cement dem

is expected to remain strong on the back of growing dem

from the housing sector, increased activity in infrastrudevelopment and exports. It is anticipated that industry pl

will continue to increase their annual cement output in co

years and the Countrys total cement production will grow

CAGR of around 10.5% during 2010-11 - 2013-14.

Housing and Infrastructure sector is continuing to be the

driver for cement demand in the coming years as well.

INTERNAL CONTROL SYSTEM

The management maintains adequate internal con

commensurate with the nature and size of operations o

company, which is designed to provide reasonable assur

that assets are safe-guarded, transactions are correctly exe

and recorded in accordance with managements authorizapplicable accounting standards and selected accounting po

which are being applied consistently. After implementati

SAP software in previous years at its works and in mark

functions, the Company has successfully implemented

maintenance and Human Capital Management (HCM)

payroll system to further enhance the Internal controls.

SOP document will be implemented shortly to documen

standard practices. During the year, the Company has fra

Risk Management policy and created a detailed Risk Regis

identify key risks and safeguard measures to reduce conseq

impact. The Company has adequate internal control sy

which are evaluated periodically by the internal auditors.Your companys internal control system provides high lev

system based checks and controls. Regular internal audits

checks ensure that responsibilities are executed efficiently

Audit committee of Board of Directors reviews the adeq

and effectiveness of internal Control System and sug

improvement for strengthening them from time to time.

OPPORTUNITIES/THREATS/RISKS/CONCERNS

Opportunities

The growth of Cement Industry is directly linked with the grow

infrastructure sector. With a large percentage of Indian popul

being below the age of 25, the construction activity is expec

make a significant contribution in the context of growing ho

needs, development of roads and other infrastructure pro

etc. Despite second fastest growing economy in the worl

capita cement consumption is very low, leaving large room

growth of Industry.

The Company, with its Brand image, large dealer network

one of the major supplier of Cement in Rajasthan and Gu

CementProduction

19.

21

17.

64

17.

25

15.

97

14.

49

12.

43

12.

64 2

5.

38

30.

57

33.

50

6.

43

8.

64

11.

85

16.

94

17

.54

22.

24

21.

08

4.

77

3.

49

0

10

20

30

40

50

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

10-11

YEA R

Qty.

inLacsMT

O P C P P C

PowerGeneratedV/s Purchased

1295

1411

1505

1445

1258

1512

1876

2449

3057

1661

1021

750

1314

575

502

270 9

10

253

313

332

0

500

1000

1500

2000

2500

3000

3500

01-02

02-03

03-04

04-05

05-06

06-07

07-08

08-09

09-10

10-11

YEAR

G e n e r a t e d

P u r c h a s e d

19.

24

21.

13

21.

91

22.

38

23.

43

24.

06

29.

61

42.

43

52.

95

54.

38

10

0

20

30

40

50

60

LAC

S

MT

01-

02

02

-03

03

-04

04-

05

05

-06

06

-07

07

-08

08

-09

09

-10

10

-11

CementSales

Year


12/103

12



will witness continuous growth. The requisite boost to the

industry will be given by increased Government Private Sector

spending on infrastructure to achieve double digit GDP growth

and Governments thrust in the low cost housing.

Threats, Risks and Concerns

Despite a strong demand growth forecast of 10-11% in the next

3-4 years, relatively higher capacity addition in the near future

and increased cost of inputs, fuel, and logistics, upward revision

in interest rates, may put pressure on the bottom-line in the

short to medium term.

RECOGNITION AND AWARDS

During the year 2010-11, your Company has been conferred with

the following awards / recognitions :

National Award for Prevention of Pollution 2008-09 by the

Ministry of Environment & Forests, in recognition for Companys

commendable efforts towards conservation of energy and water,

reduction in waste generation and protection of the environment

through use of innovative practices.

National Award for Excellence in Water Management by the

Confederation of Indian Industries (CII) in recognition of companys

outstanding contribution towards consistent reduction in water

conservation, groundwater replenishment and implementing

innovative water saving schemes during the year 2009-10.

Safety Innovation Award 2010 by the Institute of Engineers in

recognition for Companys efforts towards inculcating behaviour

based safety culture, reducing the risk of injuries and ill health

to its employees as well as surrounding communities and overall

improvement in OHS.

Greentech Environment Excellence Gold Award which is third in

a row, for Companys notable contribution towards prevention

and control of pollution and overall improvement in the quality

of environment.

Certificate of Excellence, Best Employer 2009 given by Employees

Association of Rajasthan, Jaipur for companys commendable

efforts towards improving employee-employer relations.

FE-EVI Green Business Leadership Award 2010 for being

the best performer in terms of environmental management in

Cement Industry.

Most Useful presentation Award (National Award for Excellencein Water Management) The award was given for making

an outstanding presentation, showcasing the best water

conservation practices, methods and technologies.

SOCIAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT

The Company continues to focus on upliftment of the surrounding

community through various programmes like provision of food

and shelter, closed toilets, use of smokeless stoves, to motiv

the villagers towards plantation with a view to divert them fr

de-forestation, Provision of training to adivasis on stitching

traditional dresses which can be sold to consumers throu

cooperative societies and cattle and poultry development. T

above programmes are being carried in partnership with M

RBKS, an NGO. The programme will not only improve life style

target villagers but also cater to their financial needs.

The Binani Ladies Club regularly contributes towards commun

development and charity through distribution of school uniform

books, clothes and blankets to needy tribal people.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The leadership position attained by the Company over the yea

is due to the dedication and commitment of its employees. Yo

Company firmly believes that its employees play a vital role

success of the organization. During the year, major emphawas laid on talent acquisition and enhanced competency of

employees in order to meet challenges of global competition.

Your Company has nurtured a strong learning & performan

oriented driven environment by providing training and practi

exposure to employees. This reflects in the fact that on

average 3.80 man days per person have been spent on train

during the year.

Employee/Industrial Relations have been cordial during the ye

Your Company enjoys a very healthy relationship with workm

and union which is authenticated by zero man days loss due to

problem for two consecutive years.

Total employee involvement culture has been promoted acrothe organization by introducing best employee of the mon

award which encourages grass root level employees to co

up with innovative ideas for enhancing the bottomline. Besid

this nearly three number of QC are running very effectively. T

Company has won various State and National level awards.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analy

describing the companys objective, estimates, projectio

expectations or predictions may be forward looking stateme

within the meaning of applicable laws and regulations.

Your Companys actual results, performance or achievemecould differ materially from those expressed in or implied fro

such forward looking statements. Important factors that co

influence the Companys operations include input availability a

prices, demand and pricing of finished goods in the Compan

principal markets, changes in government regulations, tax law

economic developments within the country and other inciden

factors.


13/103


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

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

Corporate Governance Philosophy

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

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

Board of Directors

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

The Board of Directors functions both as a full Board and through Committees. The Board of Directors and the Committees me

regular intervals. There are 6 Committees which oversee operational issues. The Committees are Audit Committee, ShareholdInvestors Grievance Committee, Remuneration Committee, Finance Committee, Buy Back Committee and Investment Committee.

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

Category Name of Director

Non Executive Promoter Chairman Mr. Braj Binani , Chairman

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

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

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

Ms. Nidhi Singhania

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

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

SI

No.

Name of the Director Category of

Directorship

No. of Board

meeting

attended

(From 1.4.10to 31.3.11)

Attendance

at last AGM

No. of other

Director-

ships

No. of Membership /

Chairmanship * in oth

Board Committee(s)

Chairman ( C ) Member

1 Mr. Braj Binani, Chairman Non IndependentNon Executive

6 Yes 4 - -

2 Mr. S. Padmakumar IndependentNon Executive Director

6 Yes 5 3 3

3 Dr. V. C. Shah IndependentNon Executive Director

9 Yes 4 1 2


14/103

14



SI

No.

Name of the Director Category of

Directorship

No. of Board

meeting

attended

(From 1.4.10

to 31.3.11)

Attendance

at last AGM

No. of other

Director-

ships

No. of Membership /

Chairmanship * in other

Board Committee(s).

Chairman ( C ) Member (M

4 Mr. V. Subramanian IndependentNon Executive Director

6 Yes 8 1 5

5 Ms. Nidhi Singhania Non IndependentNon Executive Director

2 No 2 - -

6 Mr. Ramkrishna Moogimane IndependentNon Executive Director

4 Yes 2 1 1

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

8 Yes 5 - 1

8 Mr. P. Acharya Non IndependentExecutive Director

6 Yes 1 - -

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

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

Material Transactions of Directors

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

Audit Committee

Audit Committee of the Board of Directors was constituted in the year 2000 and has been reconstituted from time to time. The Compahas complied with the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement relating to t

composition and terms of reference of the Audit Committee. The Committee comprised of three independent non Executive Directors oof whom is the Chairman and one non independent non Executive Director.

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

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

The Chairman of the Audit Committee, Mr. S. Padmakumar was present at the last Annual General Meeting (AGM) of the Company held25th June, 2010 . The Audit Committee met 4(four) times during the year under review on 22nd April, 2010, 26th July, 2010, 21st Octob2010 and 27th January, 2011.

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

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

Mr. S. Padmakumar Chairman 4 Yes

Dr. V.C. Shah 4 Yes

Mr. V. Subramanian 4 Yes

Mr. M. K. Chattopadhyaya 4 Yes


15/103


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

Shareholders/Investors Relations Committee

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

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

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

Name of the Director No. of Meetings Attended

Dr. V.C. Shah -- Chairman 3Mr. S. Padmakumar Nil

Mr. V. Subramanian Nil

Mr. M. K. Chattopadhyaya 3

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

Remuneration Committee

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

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

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

The composition of Remuneration Committee is given below:

SI. No. Name of the Member

1. Mr. S. Padmakumar Chairman

2. Mr. V. Subramanian

3. Dr. V. C. Shah

4. Mr. M. K. Chattopadhyaya

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

(i) Executive Directors (Rs in

Name & Position Salary Commission Perquisites Provident

Fund

Retirement

Benefits

Total

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

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


16/103

16



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

(ii) Non-Executive Directors

Remuneration by way of sitting fees is paid to all Non-Executive Directors. The Company pays Rs. 5,000 by way of Sitting Fees for Boa

Meeting and Rs. 2,500 for every Committee Meeting. The Shareholders of the Company have approved the payment of commission the Non Executive Independent Directors at the Extraordinary General Meeting held on 15th February, 2008 and accordingly commissaggregating to Rs. 18.00 Lakhs was paid to the Non Executive Independent Directors for the year under review.

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

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

Finance Committee

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

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

Buy Back Committee

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

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

Voluntary Delisting of Equity Shares of the Company.

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

The delisting offer was successful and the Promoter /Acquirer (Holding Company) received 268 valid bids from Shareholders for 4,73,58,2shares. The holding company has acquired the shares at the price of Rs. 90/- which was determined through the reverse book buildprocess and paid the consideration to the shareholders of the Company by 23rd February, 2011. Consequent upon the success of the offthe shareholding of the holding Company in the Company has increased to 95.01% of the total paid up and issued share capital of tCompany. Further, the Company has made final application to the Bombay Stock Exchange Limited and National Stock Exchange of InLimited for approving the delisting of shares of the Company from the exchanges. The approval is awaited.

Disclosures

a) There are no significant Related Party transactions during the year of material nature with the promoters, directors or the managemor their subsidiaries or relatives, etc, potentially conflicting with Companys interest at large. Related Party transactions are disclosin the Notes to Accounts forming part of this Annual Report.

b) As per Clause 49(V) of the Listing Agreement, the Chief Financial Officer Group Control Accounts & Wholetime Director (Sr. ExecutDirector) certified to the Board on their review of financial statements and cash flow statements for the financial year ended 3March, 2011 in the form prescribed by Clause 49 of the Listing Agreement which is given below.

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

The Company has not raised any funds through Public Issue or Rights Issue during the year. The Company has however bought ba1,45,00,000 Equity Shares of Rs. 10 /- at a buy back price of Rs. 90/- per share from the public.


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

Non-Mandatory requirements :

The extent of Compliance is given below :

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

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

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

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

e) Details of information on appointment of new/re-appointment of directors :

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

f) BCL Code of Conduct for prevention of Insider Trading

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

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

The Company has framed and implemented BCL Code of Conduct for its Directors and Senior Management. The Code of Cohas also been posted on the Companys website www.binani.com Affirmation on compliance of Code of Conduct for the financia2010-11 has been received from all the Directors and Senior Management personnel of the Company.

h) Disclosures of Accounting Treatment wherever applicable have been made in the Audited Financial Accounts for the year e31.03.2011.

i) Shareholding of Non Executive Directors :

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

Sr.

No

Names of the Directors No. of Shares held

1. Mr Braj Binani Nil

2. Ms Nidhi Singhania Nil

3. Mr S. Padmakumar Nil

4. Dr V.C.Shah 12,240

5. Mr V. Subramanian Nil6. Mr Ramkrishna Moogimane Nil

7. Mr. M. K. Chattopadhyaya Nil

Subsidiary Companies

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


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18



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

Chairman / CFO Certificate

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

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

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

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

(b) there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year 2010 -2011 whare fraudulent, illegal or violative of the Companys code of conduct.

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

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

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

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

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

Risk Assessment and Minimisation Procedures

The Company has identified certain risk areas with regard to the operations of the Company and have taken steps, wherever possifor minimization of risk. The Companys Board is conscious of the need to review the risk assessment and minimization proceduresregular intervals.

Annual General Meetings:

The last three Annual General Meetings were held as under :

Year Type Location Date Time Special Resolutions passed in the AG

by the Shareholders

2008 12th AGM Kala Mandir 48,Shakespeare

Sarani,Kolkata -700017.

23rd June, 2008 11.40 a.m No.

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

26th June, 2009 11.30 a.m No.

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

25th June, 2010 11.30 a.m Special Resolution for change in thArticles of Association by amendinArticle 126 pertaining of affixation common seal.


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Postal Ballot

During the year under review, Special Resolution under Section 77A, 77AA, and 77B of the Companies Act 1956 read with SEBI ( Buy of Securities) Regulations 1998 for the buyback of 1,45,00,000 Equity Shares of Rs. 10/- each at a buyback price of Rs. 90/- per s

alongwith Special Resolution for the alteration of Articles of Association of the Company by insertion of Article 3A was inserted purto postal ballot passed by shareholders on 14th June, 2010. The Special Resolutions were passed with requisite majority.

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

Means of Communication

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

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

published in the newspapers.

c) The financial results are displayed on the Companys website www.binani.com

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

General Information for Shareholders

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

(ii) Financial Year

Financial Results

Results for Quarter ending June, 30 2011

Results for Quarter ending Sept, 30, 2011

Results for Quarter ending Dec, 31st 2011

Results for Quarter ending March 31, 2012

:

:

:

:

:

:

1st April to 31st March

Will be published on or before

31st July, 2011

31st October, 2011

31st January, 2012

30th April, 2012

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

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

Listing on Stock Exchanges

a) The Companys Equity Shares are listed on the following Stock Exchanges:

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

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

b) The Company has paid the Listing Fees for the year 2011-12 to both the Stock Exchanges where the Companys equity sharelisted.


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20



Market Price Data ( BSE & NSE )

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

High Low High Low High Low

April 10 88.70 74.50 88.80 72.95 18047.86 17276.80

May 10 83.15 75.00 87.70 75.50 17536.86 15960.15

June 10 92.40 78.55 92.00 78.00 17919.62 16318.39

July 10 84.50 79.10 84.45 79.10 18237.56 17395.58

August 10 88.00 76.50 87.00 76.55 18475.27 17819.99

September 10 87.40 77.30 96.60 77.20 20267.98 18027.12

October 10 108.80 80.90 109.00 80.80 20854.55 19758.95

November 10 92.00 81.05 91.95 81.05 21108.64 18954.82

December 10 90.00 81.55 90.50 82.05 20552.03 19074.57

January 11 92.50 86.00 92.30 85.20 20664.80 18038.48

February 11 92.70 84.30 92.90 84.00 18690.97 17295.62

March 11 90.40 86.75 90.40 86.00 19575.16 17792.17

Stock Price Performance in comparison to BSE Sensex

Registrar and Transfer Agents

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

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W)Mumbai 400 078Phone: 022 -25946970Fax: 022- 25946969Email: [email protected]

SharePricePerformanceatBSEinCompairsiontoBSE Sensex

0.00

20.00

40.00

60.00

80.00

100.00

120.00

Apr-10

May-10

Jun-10

Jul-10

Aug-10

Sep-10

Oct-10

Nov-10

Dec-10

Jan-11

Feb-11

Mar-11

Months

Share

Price

on

BSE

Rs.

0

5000

10000

15000

20000

25000

BSE

Sensex

PriceData(BSE )High PriceData(BS E)Low

SENSEXHigh SENSEXLow


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Share Transfer System

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

the respective Depository Participants.Distribution of Shareholding as on 31st March, 2011

No. of Shares held No. of Shareholders % of Shareholders No. of Shares held % of Sharehold

Up to 500 17240 90.96 2174157

501 to 1000 1085 5.72 775955

1001 to 2000 393 2.07 516565

2001 to 3000 78 0.41 204994

3001 to 4000 30 0.16 107681

4001 to 5000 37 0.20 178607

5001 to 10000 57 0.30 432637

10001 and above 34 0.18 184210678 9TOTAL 18954 100.00 188601274 10

Pattern of Shareholding as on 31st March, 2011

(I) (a) Statement showing Shareholding Pattern

Name of the Company: BINANI CEMENT LIMITED

Scrip Code: BSE : 532849

Scrip Code: NSE : BINANICEM

Class of Security : EQUITY

As on: 31st March 2011

Cate-gorycode

Category of shareholder Numberof share-holders

Totalnumber ofShares

Number ofshares held indematerializedform

Total shareholding asa percentage of total

number of Shares

Shares Pledged oOtherwise encumbe

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

As a

percentage

of (A+B)

As a

percentage

of (A+B+C)

No. of

Shares

As a

percent

(A) Shareholding of Promoter andPromoter Group

(1) Indian

(a) Individuals/ Hindu Undivided

Family

6 100 0 0 0 0

(b) Central Government/ StateGovernment(s)

0 0 0 0 0 0

(c) Bodies Corporate 2 179184078 179184078 95.01 95.01 80140000 4

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

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

Sub-Total (A)(1) 8 179184178 179184078 95.01 95.01 80140000 4


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22



Cate-gorycode

Category of shareholder Numberof share-holders

Totalnumber ofShares

Number ofshares held indematerializedform

Total shareholding asa percentage of total

number of Shares

Shares Pledged orOtherwise encumbere

(2) Foreign

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

0 0 0 0 0 0

(b) Bodies Corporate 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0

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

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

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

8 179184178 179184078 95.01 95.01 80140000 44.

(B) Public Shareholding NA N

(1) Institutions NA N

(a) Mutual Funds/ UTI 1 193925 193925 0.10 0.10(b) Financial Institutions/ Banks 3 3549786 3549786 1.88 1.88

(c) Central Government/ StateGovernment(s)

0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0

(f) Foreign Institutional Investors 4 762132 762132 0.40 0.40

(g) Foreign Venture Capital Inves-tors

0 0 0 0 0

(h) Any Other 0 0 0 0 0

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

(2) Non-institutions NA N

(a) Bodies Corporate 306 501782 501782 0.27 0.27

(b) Individuals -1. Individual shareholdersholding nominal share capital upto Rs. 1 lakh.

18304 3968997 3967589 2.10 2.10

2. Individual shareholdersholding nominal share capital inexcess of Rs. 1 lakh.

16 295061 295061 0.16 0.16

(c) Any Other (specify)

1. Clearing Members 96 49053 49053 0.03 0.03

2. NRIs 215 91360 91360 0.05 0.05

3. Trusts 1 5000 5000 0 0

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

Total Public Shareholding (B)=

(B)(1)+(B)(2)

18946 9417096 9415688 4.99 4.99 NA N

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

(C) Shares held by Custodiansand against which DepositoryReceipts have been issued

0 0 0 0 0 NA N

GRAND TOTAL 18954 188601274 188599766 100 100

( A ) + ( B ) + ( C)


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Dematerialisation of Equity Shares and Liquidity

As on 31st March, 2011, 99.99% of the Companys Equity Shares have been dematerialized.

As per directives issued by SEBI, it is compulsory to trade in the Companys shares in the dematerialised form. The ISIN Number all

by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for trading in the Compshares in Demat form is INE042H01019

Outstanding GDRs /ADRs/ Warrants or any Convertible instruments,

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

Entities comprising Group under Regulation 3(1)(e) of Securities and Exchange Board of India (Substantial Acquisition of Share

Takeovers) Regulations, 1997

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

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

2. Binani Cement Limited Village : Sirohi, Taluka : Neem Ka Thana District : Sikar Rajasthan.Address of the Registered Office : Binani Cement Limited 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata 700 157 Tel No. 033 25160063 Fax No. 033 25160053

Investor Complaints under

Clause 47(f) of the Listing Agreement

Contact Person : Mr. Atul P. Falgunia

Company Secretary [email protected] Plant Locations : 1. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China.


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

Address for Communication for BCL ,

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

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

3. Mukundan Holdings Limited P.O. Box 957, Offshore Incorporations, Centre Road Town, Tortala,

British Virgin Islands ( BVI) 4. Shandong Binani RongAn Cement Company Limited Fujiazhuang Village, Dongguan Town, Ju County of Rizhao Municipality Shandong Province, Peoples Republic of China.

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

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


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ANNEXURE - E

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

This is to certify that:

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

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

3. All Board Members and Senior Management Personnel ha

BCL Annual Report 2010-11

Documents

Transcript of BCL Annual Report 2010-11