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ANNUAL REPORT 2016-17

BINANI CEMENT LIMITED

Binani Cement Limited

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BOARD OF DIRECTORS

Mr. Braj Binani : Chairman

Mr. Darshan Lal : Whole Time Director (w.e.f. 27.01.2017)

Dr. (Mrs.) Sangeeta Pandit : Director

Mrs. Sudha Navandar : Director

Mr. S. Sridhar : Director (upto 16.07.2017)

Mr. Jotirmoy Ghose : Managing Director (upto 24.01.2017)

Mr. V. Subramanian : Director (upto 29.09.2016)

CHIEF FINANCIAL OFFICERMr. Devendra Mehta [upto 25.04.2017]Mr. Umesh Lathi [w.e.f. 29.05.2017]

COMPANY SECRETARYMrs. Vaishali Vyas (w.e.f. 29.07.2016)

AUDITORSM/s. MSKA & Associates, Chartered Accountants (Formerly known as MZSK & Associates) Floor 2, Enterprise Centre, Nehru Road, Near Domestic Airport, Vile Parle (E), Mumbai – 400 099. Tel: +91 22 3358 9700

SECRETARIAL AUDITORSM/s. Aabid & Co. 405, Tulsiani Chambers, Free Press Journal Marg, Nariman Point, Mumbai - 400 021. Tel No. +91 022 - 22825657

FINANCIAL INSTITUTIONS & BANKERSEdelweiss Asset Reconstruction Company LimitedBank of BarodaIDBI Bank LimitedCanara BankBank of IndiaState Bank of India

REGISTRAR & SHARE TRANSFER AGENTSM/s. Link Intime India Private LimitedC-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai – 400 083.Tel : 022 - 4918 6000Fax: 022 – 4918 6060 Email: [email protected]

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

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

PLANT LOCATIONS1. Binani Cement Limited Village: Binanigram – 307031.

Taluka - Pindwara, District: Sirohi, Rajasthan.

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

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

Peoples Republic of China.

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

CONTENTS Pages

Notice for the Twenty-First Annual General Meeting 2-6

Directors’ Report 7-32

Standalone Financial Statements 33-85

Consolidated Financial Statements 86-139

Summary of Financial Statement of Subsidiary Companies

140-141

Route Map, Attendance Slip and Proxy Form

Binani Cement Limited annual report 2016-17

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BINANI CEMENT LIMITED[CIN: U26941WB1996PLC076612]

Registered Office: 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata – 700 157Website: www.binanicement.in Tel: 08100326795 Fax: 033 - 40088802

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty First Annual General Meeting of the Members of BINANI CEMENT LIMITED will be held on Monday, 18th December 2017 at 2.30 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata- 700 020 to transact the following business:

Binani Cement Limited is under Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016 in terms of order passed by the Hon’ble National Company Law Tribunal, Kolkata Bench with effect from July 25, 2017. Its affairs, business, and assets are being managed by the Resolution Professional, Vijaykumar V Iyer, appointed as Interim Resolution Professional by the National Company Law Tribunal by order dated 25th July 2017, and continued as Resolution Professional by the Committee of Creditors in its meeting held on August 22, 2017 under provisions of the code. In view thereof, the meeting is being convened.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Year ended 31st March 2017, together with Reports of the Directors and the Auditors thereon.

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

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

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made there under (including any statutory modification (s), enactment(s) or re-enactment(s) thereof for the time being in force), the appointment of M/s MSKA & Associates, Chartered Accountants (Firm Registration Number 105047W) (formerly known as MZSK & Associates) who were appointed as Statutory Auditors of the Company by the Members at the Nineteenth Annual General Meeting of the Company to hold office till the conclusion of the Twenty-fourth Annual General Meeting of the Company subject to ratification of appointment at every Annual General Meeting, be and is hereby ratified from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and the Board of Directors / Audit Committee of the Company be and is hereby authorised to fix the remuneration plus reimbursement of out of pocket expenses as may be incurred by them in connection with the audit of the accounts of the Company for the financial year ending March 31, 2018.”

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) the Company hereby ratifies the remuneration of ` 1.00 (One) Lakh per annum plus service tax and out-of-pocket expenses payable to M/s. K.G. Goyal & Co, Cost Accountants, who have been appointed by the Board of Directors as Cost Auditors to conduct audit of cost records of the Company for the financial year ending 31st March, 2018.”

For Binani Cement Limited(Company under Corporate Insolvency Resolution Process)

Vaishali Vyas Company Secretary

Membership No. A22974

(Binani Cement Limited is under Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016. Its affairs, business, and assets are being managed by the Resolution Professional, Vijaykumar V Iyer, appointed as Interim Resolution Professional by the National Company Law Tribunal by order dated 25th July 2017, and continued as Resolution Professional by the Committee of Creditors in its meeting held on August 22, 2017 under provisions of the code.)

Place : Mumbai Date : 21st November, 2017

NOTES:

1. The Board’s Report which was already approved by the Board of Directors in their Board Meeting held on 29th May, 2017, has not been changed.

2. The name of M/s. MZSK & Associates has been changed to M/s. MSKA & Associates w.e.f. 12th June, 2017.

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

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


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

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

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

8. The Notice of the Annual General Meeting is also uploaded on the website of the Company (www.binanicement.in). The Annual General Meeting Notice is being sent to all the members, whose names appear in the Register of Members as on 10th November, 2017.

9. A brief profile of Director proposed to be appointed is annexed hereto and forming part of this Notice.

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

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

12. Members are requested to:a. bring their copy of the Annual Report for the AGM.b. to address their queries relating to Accounts of the Company,

if any, to the Company Secretary of the Company at least ten working days in advance of the AGM, to enable the Company to keep the information ready.

c. note that in respect of the shares held in physical form, all correspondence relating to share transfers, transmissions, sub-division, consolidation of shares or any other related matters and/or change in address or updation thereof, should be addressed to Registrar and Share Transfer Agents of the Company, viz. Link Intime India Private Limited, at C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Shareholders, whose shareholding is in electronic form, are requested to direct change of address notifications, registration of e-mail address and updation of bank account details to their respective Depository Participant.

d. quote their DP ID No. /Client ID No. or folio number in all their correspondence.

13. The Annual Report for 2016-17 along with the Notice of AGM, Attendance Slip and Proxy Form is being sent by electronic mode to all the Members who have registered their email IDs with the Depository Participants, Registrar and Share Transfer Agents and the Company. The physical copies of the Financial Statements along with annexures thereto will be available for inspection at the Registered Office and Corporate Office of the Company during business hours on all working days. Members may further note that the Annual Report will also be available on the Company’s website www.binanicement.in under Investor Relations section for download.

14. Pursuant to the provisions of Section 124 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividends up to the financial year 2009- 10, to the Investor Education and Protection Fund (the IEPF) established by the Central Government.

15. Due date for transfer of unclaimed dividend to IEPF is given hereinafter:

Sr. No. Dividend for the Year ended

Due date for Transfer of unclaimed dividends to IEPF

1 31.03.2011 08.08.2018

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016, which have come into effect from 7th September 2016, which stipulates that shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares are to be transferred to the IEPF a fund constituted by the Government of India under Section 125 of the Companies Act 2013.

The Company in compliance with the aforesaid IEPF Rules has sent individual notices to those shareholders whose shares are liable to be transferred to IEPF and has also published notice in the newspapers. The Company has also uploaded full details of such shares due for transfer as well as unclaimed dividends on the website of the Company at www.binanicement.in. Shareholders are requested to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF.

Details of unpaid / unclaimed dividend is uploaded on the website of the IEPF viz. www.iepf.gov.in and under “Investor Relations” section on the website of the Company viz. www.binanicement.in The concerned members are requested to verify the details of their unclaimed amounts, if any, from the said websites and write to the Company’s Registrar and Share Transfer Agents or the Company Secretary before the same is due for transfer to the Investor Education and Protection Fund. . The Company provides opportunity to the shareholders to claim the unpaid / unclaimed dividend due to them, failing which shares (held either in physical or electronic mode) shall be transferred by the Company to IEPF.


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Shareholders can however, claim both, the unclaimed dividend amount and the equity shares (if any) transferred to IEPF from the IEPF Authority by making an application in the manner specified under the IEPF Rules.

16. Pursuant to Section 101 of the Companies Act, 2013 and Rules made there under, the Companies are allowed to send communication to shareholders electronically. The Members are therefore requested to kindly register/update email IDs with their respective Depository Participant and in the case of physical shares with the Company’s Registrar and Share Transfer Agents or the Company and make Green Initiative a success.

17. Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is pleased to provide the facility to members to exercise their right to vote on the Resolutions proposed to be passed at the AGM by electronic means on the platform being availed from the Central Depository Services (India) Limited (CDSL). The Members, whose names appear in the Register of Members/List of Beneficial Owners as on Monday, 11th December, 2017, i.e. the cut-off date for the purpose of voting at AGM, are entitled to vote on the Resolutions set forth in this Notice. The Members may cast their votes on electronic voting system from a place other than the venue of the AGM (‘remote e-voting’).

18. Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given herein below:

PROCEDURE FOR REMOTE E-VOTING

i. The remote e-voting period begins on 15th December, 2017 at 09.00 a.m. and ends on 17th December, 2017 at 5.00 p.m. During this period, shareholders holding shares either in physical form or in dematerialized form, as on the cut-off date (i.e. 11th December, 2017), may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting after 5.00 p.m. on 17th December, 2017.

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

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

iv. Click on “Shareholders”.

v. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID;

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

c. Members holding shares in Physical Form should enter folio number registered with the Company.

vi. Next enter the Image Verification as displayed and Click on “LOGIN”.

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

viii. If you are a first time user follow the steps given below:For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by

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

Dividend Bank DetailsORDate of Birth (DOB)

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

ix. After entering these details appropriately, click on “SUBMIT” tab.x. Members holding shares in physical form will then directly reach

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

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

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

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

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

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

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

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

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


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xix. Note for Non – Individual Shareholders and Custodians.• Non-Individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

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

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

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

xxi. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

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

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

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

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

23. Any person who is not a Member as on the cut-off date i.e. 11th December, 2017, shall treat this Notice for information purpose only.

24. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of Notice and holding shares as of the cut-off date i.e. 11th December, 2017 may obtain the Annual Report by sending a request at [email protected]

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

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







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Particulars of Director seeking appointment at the ensuing Annual General Meeting

Name of Director Mr. Braj Binani

Date of Birth 14.12.1959

Date of initial Appointment 01.04.2005

Expertise in specific functional areas Entrepreneurship and Management

Experience 38 years

Qualifications B.Com (Honours)

Number of Equity shares held in the Company NIL

Relationship with other Directors, Key Managerial Personnel None

No. of Board Meetings attended during the FY 2016 - 17 4

Directorships held in other Public Companies (excluding Foreign Companies, Private Companies and Section 25 Companies).

Binani Industries Limited

Chairman / Member of Committees of other Companies NIL

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013

Item No. 4:

The Company is obliged under Section 148 of the Companies Act, 2013 to have an audit of its cost records conducted by a Cost Accountant in practice. The Board therefore, on the recommendation of the Audit Committee, approved the appointment of M/s. K. G. Goyal & Co., Cost Accountants, as the Cost Auditors of the Company for carrying out Cost Audit of cost records of the Company for the financial year ending on 31st March, 2018, at a remuneration of ` 1.00 Lakh per annum plus service tax and reimbursement of out-of-pocket expenses.

In terms of the provision of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be approved / ratified by the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the Resolution.

The resolution set forth in item no. 4 is recommended to be approved by the members as an Ordinary Resolution.







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DIRECTORS’ REPORTDear Members,

Your Directors present Twenty-First Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2017.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the year ended 31st March, 2017 are summarized below:

(` in Lakhs)

Particulars 31st March, 2017 31st March, 2016*

Total Revenue (Including other income) 153,462 177,081

Profit before Depreciation, Interest, Taxation and Exceptional Items 7,699 6,496

Provision for Depreciation 7,570 7,675

Finance Cost 42,851 35,857

Profit / (Loss) before Tax & Exceptional items (42,722) (37,036)

Exceptional items - -

Profit/(Loss) before Tax (42,722) (37,036)

Less: Tax Expenses 7,962 13,298

Profit/(Loss) after Tax (34,760) (23,738)

Other comprehensive income after tax (19) (23)

Balance of Profit brought forward from previous year (after Ind AS adjustments)* 51,745 75,506

Balance carried forward to Balance Sheet 16,967 51,745

* Previous year figures have been re-casted as per Indian Accounting Standards (Ind AS). The Company adopted Indian Accounting Standard (“Ind AS”) from April 01, 2015 and the financial statements have been prepared to comply in all material respects with the Accounting Standards specified under Section 133 of the Companies Act 2013.

2. REVIEW OF OPERATIONS

During the financial year under review, your Company’s cement production and sales stood at 3.55 million MT and 3.59 million MT respectively as compared to 4.33 million MT and 4.31 million MT in the previous year. The company’s total income was lower at ` 153,462 Lakhs as against ` 177,081 Lakhs in the previous year. The Company took several initiatives to improve the efficiency across different functional areas in operations and sales. The profit before depreciation interest, taxation and exceptional items was higher at ` 7,699 Lakhs as compared to ` 6,496 Lakhs in previous year. The Company has reported a net loss of ` 34,760 Lakhs as compared to net loss of ` 23,738 Lakhs in the previous year.

In November 2016, Govt of India announced demonetization scheme, as an important step towards cashless economy. The move caused liquidity constraints affecting the economy in general and the construction sector in particular during the 3rd and 4th quarter of the year. Your Company was not the exception to this and the turnover for these two quarters has impacted the overall turnover of the Company. Over and above, the lower capacity utilisation has impacted profitability due to paucity of Working Capital support from Bankers.

3. DIVIDEND

In view of loss, the Directors did not recommend any dividend on Preference and Equity Shares of the Company for the Financial Year ended 31st March, 2017. In terms of Section 47(2) of Companies Act, 2013, Binani Industries Limited (BIL), the preference shareholder of the Company shall have a right to vote on all resolutions placed before the Company on account of non-payment of dividend on 60,02,000 (Sixty Lakhs and Two Thousand) 0.01%

Non - Cumulative Redeemable Preference Shares of ` 100/- each fully paid-up held by BIL in the Company.

4. SHARE CAPITAL

During the year under review, the Share Capital of the Company remain unchanged as on 31st March, 2017.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 and form part of this Annual Report.


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6. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in preparation of the annual financial statements for the year ended 31st March, 2017, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at 31st March 2017 and of the loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

7. RESERVES

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

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

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

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

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

10. DEPOSIT

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

11. RESTRUCTURING OF LOANS

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

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

Due to non-disbursement of facilities and partial implementation of CAP, Company could not honour its debt obligation in time. Thus, some of the lenders have assigned the full value of loans and the interest due thereon to Edelweiss Asset Reconstruction Company (EARC). As on 31st March, 2017 the outstanding of loans assigned to

EARC is ` 2252 crores by 14 Banks and Financial Institutions.

The assignment of loans is on non-recourse basis. Pursuant to the assignment, EARC has become the secured lender and all the rights, title and interests of the said Banks have vested in EARC in respect of the above financial assistances. EARC has restructured the loans vide its Sanction Letter dated 2nd May, 2017 on terms and conditions stipulated therein. The restructured loans are payable over 8 years tenure with average interest rate of 8% p.a..

12. BUSINESS PERFORMANCE AND OUTLOOK

The year under review witnessed a meagre growth in the world economy attributable to the slow pace in global investment and high level of debt. The investment growth in developed and developing economies was significantly slow. The World Bank has predicted only a moderate pick up in global economic growth mainly driven by improvements in emerging markets like India.

India’s GDP grew about 7.1% mainly more in agricultural sector with good monsoon. The Government’s stimulus for improving overall business sentiments and major initiatives to ease of doing business will be the major growth drivers. GST implementation will be a significant positive impact on Indian economy.

The cement industry registered lowest volume growth during the last few years. Cement prices have not shown any significant improvement over the last years despite steep escalation in input cost which has resulted into higher operating costs. However, the demand from the urban housing is still not showing the sign of recovery. However, GST now becoming a reality will give an impetus to the country’s economy system as a whole more specific to cement industry. The seamless input tax credit will improve demand from many sectors. “Binani” being known for its impeccable quality and service in niche markets will be a positive sign for the company as a whole.

Cement demand is expected to increase by 5 percent in 2018 this fiscal against 1.2 percent last year, largely driven by a revival in demand from the infrastructure segment, mostly road and irrigation projects and housing segment coupled with interest subvention scheme on housing. The slowdown in the pace of new


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capacity addition may boost capacity utilisation and cement prices going forward.

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

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

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

13.2 Performance of Subsidiaries/Associate Overseas Operating Subsidiaries: Binani Cement Factory LLC The Company is doing better than last year in terms of both

production and sales volume, despite the severe negative oil price impact on local and regional construction market. While the company has made lot of efforts to capture better market share, reduce overheads and operate at optimal capacity utilization, the dumping of volumes in UAE market due to slowdown of other GCC markets (on account of oil prices) has led to fall in selling prices and profitability. Overall, we expect better profitability in the challenging environment.

Shandong Binani Rong’An Cement Company Limited (SBRCC) Plant was not operational almost for full quarter (Jan-Mar)

due to government regulations on environment. Even though now back to full operations, estimated losses for full year operations will be substantial but expected to be lower than last year.

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

change in government fresh review is being done for business environment, continuation of presence and reduction of overheads.

Overseas Investment Subsidiaries: Krishna Holdings Pte Ltd., a subsidiary in Singapore, earned

a profit of USD 0.66 Million (equivalent to ` 443.42 Lakhs). Bhumi Resources (Singapore) Pte. Ltd., another subsidiary in Singapore incurred a profit of USD 0.01 Million (equivalent to ` 8.76 Lakhs) for the year under review. Mukundan Holdings Limited and Murari Holdings Limited, Special Purpose Vehicles, incorporated in British Virgin Islands (BVI) incurred

loss of USD 1.84 Million (equivalent to ` 1,231.45 Lakhs) and USD 0.32 Million (equivalent to ` 215.17 Lakhs) respectively for the year under review.

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

Limited, Swiss Merchandise Infrastructure Limited & Merit Plaza Limited did not take up any business during the year under review. These Subsidiaries reported marginal profit/loss.

All other subsidiaries does not have any major operations, hence financial performance is not discussed in this report.

13.3 Contribution of subsidiaries to the overall performance of the Company

Our operating subsidiaries were not profitable as at 31st March, 2017. However, operations are improving and we expect a turnaround in the coming year.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

14.1 Directors

Independent Directors

The shareholders of the Company at the 20th AGM held on 29th September, 2016 re-appointed Mr. S. Sridhar as an Independent Director for a term upto the conclusion of 22nd AGM.

Dr. (Mrs). Sangeeta Pandit was appointed as an Additional Director (Independent Director) on 21st April, 2016. The shareholders of the Company at the 20th AGM held on 29th September, 2016 appointed her as an Independent Director for a term upto the conclusion of 22nd AGM.

Mrs. Sudha Navandar was appointed as an Additional Director (Independent Director) on 21st April, 2016. The shareholders of the Company at the 20th AGM held on 29th September, 2016 appointed her as an Independent Director for a term upto the conclusion of 22nd AGM.

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

Non-Executive Non-Independent Director

Mr. Braj Binani, Chairman, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends re-appointment of Mr. Binani. Brief profile of Mr. Binani is annexed to the Notice convening ensuing Annual General Meeting.

Mr. V. Subramanian has resigned from the Directorship of the Company w.e.f. 30th September, 2016 due to prolonged ill-health. The Board places on record its deep appreciation for valuable contribution made by Mr. Subramanian during his tenure as member of the Board.


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During the calendar year 2016, the meeting of Independent Directors took place on 28th July, 2016.

Executive Director

Mr. Jotirmoy Ghose resigned as Managing Director of the Company w.e.f. 25th January, 2017 due to personal reasons.

In compliance with Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the Board of Directors of the Company at its meeting held on 27th January, 2017 has appointed Mr. Darshan Lal as Whole Time Director designated as Executive Director-Technical for a period of 2(two) years from 27th January, 2017 to 26th January, 2019. Nomination and Remuneration Committee at its meeting held on 27th January, 2017 recommended the appointment and remuneration of Mr. Darshan Lal as per Nomination and Remuneration Policy of the Company. The approval of the shareholders is sought by way of Postal Ballot/e-voting for the appointment and remuneration payable to Mr. Darshan Lal as set out in the explanatory statement to the Postal Ballot notice. The Company has completed the dispatch of the Postal Ballot Notice (approved by the Board on 20th April, 2017 by way of circulation) along with Postal Ballot Form and self-addressed postage prepaid business reply envelopes on 4th May, 2017. The end of e-voting period and last date for receipt of completed Postal Ballot Forms is 3rd June 2017 (5.00 p.m.) and thereafter the results shall be declared within two (2) days of passing of the resolution.

The Company is in the process of making an application to Central Government seeking its approval for the remuneration payable to Mr. Darshan Lal in terms of Schedule V of the Companies Act, 2013.

14.2 Key Managerial Personnel

The details of Key Managerial Personnel pursuant to the provisions of Section 203 of the Act are as follows:

Sr. No

Name Designation Date of Appointment

Date of Resignation

1. Mr. Darshan Lal Whole Time Director 27th January, 2017

---

2. Mr. Umesh Lathi Chief Financial Officer 29th May, 2017 ---

3. Mrs. Vaishali Vyas Company Secretary 29th July, 2016 ---

4. Mr. Jotirmoy Ghose Managing Director 30th October, 2013

25th January, 2017

5. Mr. Devendra Mehta Chief Financial Officer 2nd May, 2016 26th April, 2017

15. BOARD MEETINGS

The Board meets at regular intervals, inter alia to review, discuss and decide on Company’s strategic move, quarterly/Annual

financial performance and other policy matters. The Agenda for the meetings of the Board together with the appropriate supporting documents are circulated well in advance of the meeting to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2017, five Board meetings were held on 21st April, 2016, 30th May, 2016, 29th July, 2016, 27th October, 2016 and 27th January, 2017. The interval between any two meetings was well within the maximum prescribed time gap of 120 days. Attendance of the Directors at the meetings was as under:

Directors Number of meetings attendedMr. Braj Binani 4Mr. Jotirmoy Ghose* 3Mr. S. Sridhar 4Dr. (Mrs.) Sangeeta Pandit 5Mrs. Sudha Navandar 5Mr. V. Subramanian# 2

*Resigned w.e.f. 25th January, 2017

# Resigned w.e.f. 30th September, 2016.

16. BOARD COMMITTEES

16.1 Audit Committee

As on 31st March, 2017, the Audit Committee comprised of 4 (four) Directors as under:

a) Mr. S. Sridhar - Chairman

b) Dr. (Mrs.) Sangeeta Pandit - Member

c) Mrs. Sudha Navandar - Member

d) Mr. Darshan Lal - Member

The Board at its meeting held on 27th January, 2017 has inducted Mr. Darshan Lal, Whole Time Director as member of Audit Committee.

The Chief Financial Officer is the permanent Invitee at the Audit Committee meetings. The Company Secretary acts as the Secretary to the Committee. The Statutory Auditors and Internal Auditors are also invited to attend the meetings. All recommendations of Audit Committee were accepted by the Board.

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

During the financial year ended 31st March, 2017, five meetings of the Committee were held on 20th April, 2016, 30th May, 2016,


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28th July, 2016, 26th October, 2016 and 27th January, 2017 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar 4Dr. (Mrs.) Sangeeta Pandit* 4Mrs. Sudha Navandar# 4Mr. Darshan Lal$ ---Mr. Jotirmoy Ghose^ 2Mr. V. Subramanian% 1

*Inducted as a Member w.e.f. 21st April, 2016 # Inducted as a Member w.e.f. 21st April, 2016 $ Inducted as a Member w.e.f. 27th January, 2017 ^ Ceased to be a Member w.e.f 25th January, 2017 % Ceased to be a Member w.e.f. 21st April, 2016

16.2 Stakeholders Relationship Committee

As on 31st March, 2017, the Stakeholders Relationship Committee comprised of 3 (three) Directors as under:

a) Dr. (Mrs.) Sangeeta Pandit - Chairpersonb) Mrs. Sudha Navandar - Memberc) Mr. Darshan Lal - Member

The Board at its meeting held on 27th January, 2017 has inducted Mr. Darshan Lal, Whole Time Director as member of Stakeholders Relationship Committee.

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

During the financial year ended 31st March, 2017, two meetings of the Committee were held on 30th May, 2016 and 27th January, 2017 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedDr. (Mrs.) Sangeeta Pandit* 2Mrs. Sudha Navandar# 2Mr. Darshan Lal$ ---Mr. Jotirmoy Ghose^ 1

* Inducted as a Member w.e.f. 21st April, 2016 # Inducted as a Member w.e.f. 21st April, 2016 $ Inducted as a Member w.e.f. 27th January, 2017 ^ Ceased to be a Member w.e.f. 25th January, 2017

16.3 Nomination and Remuneration Committee

As on 31st March, 2017, the Nomination and Remuneration Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar - Chairmanb) Dr. (Mrs.) Sangeeta Pandit - Memberc) Mrs. Sudha Navandar - Member

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

During the financial year ended 31st March, 2017, three meetings of the Committee were held on 20th April, 2016, 28th July, 2016 and 27th January, 2017 attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar 3Dr. (Mrs.) Sangeeta Pandit* 2Mrs. Sudha Navandar# 2Mr. V. Subramanian$ 1

* Inducted as a Member w.e.f 21st April, 2016 # Inducted as a Member w.e.f. 21st April, 2016 $ Ceased to be a Member w.e.f. 21st April, 2016

16.4 Corporate Social Responsibility Committee

As on 31st March, 2017, the Corporate Social Responsibility Committee comprised of 3 (three) Directors as under:

a) Mr. S. Sridhar - Chairmanb) Dr. (Mrs.) Sangeeta Pandit - Memberc) Mr. Darshan Lal - Member

The Board at its meeting held on 27th January, 2017 has inducted Mr. Darshan Lal-Whole Time Director as a Member of the Corporate Social Responsibility Committee.

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

During the financial year ended 31st March, 2017, a meeting of the Committee was held on 20th April, 2016 attendance of Members at the meetings was as under:

Committee Member Number of meetings attended

Mr. S. Sridhar 1

Dr. (Mrs.) Sangeeta Pandit* ---

Mr. Darshan Lal# ---

Mr. V. Subramanian$ 1

Mr. Jotirmoy Ghose^ 1

* Inducted as a Member w.e.f. 21st April, 2016

# Inducted as a Member w.e.f. 27th January, 2017

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

^ Ceased to be a Member w.e.f. 25th January, 2017

16.5 Finance Committee

As on 31st March, 2017, the Finance Committee comprised of 4 (Four Directors) as under:


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a) Mr. S. Sridhar - Chairman b) Dr. (Mrs.) Sangeeta Pandit - Memberc) Mrs. Sudha Navandar - Memberd) Mr. Darshan Lal - Member

The Board at its meeting held on 27th January, 2017 has inducted Mr. Darshan Lal-Whole Time Director as a Member of the Finance Committee.

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

During the financial year ended 31st March, 2017, a meeting of the Committee was held on 26th October, 2016 and attendance of Members at the meetings was as under:

Committee Member Number of meetings attendedMr. S. Sridhar ---Dr. (Mrs.) Sangeeta Pandit* 1Mrs. Sudha Navandar# 1Mr. Darshan Lal$ ---Mr. Jotirmoy Ghose^ ---

* Inducted as a Member w.e.f. 21st April, 2016 # Inducted as a Member w.e.f. 21st April, 2016

$ Inducted as a Member w.e.f. 27th January, 2017 ^ Ceased to be a Member w.e.f. 25th January, 2017

17. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act, the Board of Directors has adopted a Policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The said policy is annexed to this Report as Annexure-A.

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

18. RELATED PARTY TRANSACTIONS

The related party transactions entered into by the Company during the year under review, were on arm’s length basis and in the ordinary course of business.

All related party transactions are placed before the Audit Committee meeting for their review on a quarterly basis. Disclosure of related party transactions referred to in Section 188(1) in the prescribed Form AOC-2 is given as Annexure-B and forms part of this Report. In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures forming part of Financial Statements.

19. AUDITORS

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. MZSK & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105047W) were appointed as Statutory Auditors of the Company for a term of five years, to hold the office from the conclusion of 19th Annual General Meeting, until the conclusion of 24th Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.

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

A resolution seeking ratification of their appointment, forms part of the Notice convening the 21st Annual General Meeting and the same is recommended for your consideration and approval.

20. AUDITORS’ OBSERVATIONS The Auditors, in their Report, have made observations under the

head “Emphasis of Matters” with respect to a) Order of Sales Tax Department imposing interest of ̀ 37,123.23 Lakhs; b) Outstanding Corporate Guarantees aggregating to Rs 236,189.83 Lakhs issued by the Company to the Banks and Financial Institutions on behalf of its subsidiaries, step down subsidiaries and to Holding Company and its subsidiaries, step down subsidiaries. c) Inter-Corporate Deposit given to Holding Company of Rs 125,142.41 Lakhs on which interest has been waived w.e.f. 1st April, 2015; d) the Company has invested ` 80,704.09 Lakhs in its two subsidiaries net worth of which is partly eroded.

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

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

b. The outstanding Corporate Guarantees are not expected to result into any material financial liability to the Company. Financial guarantee is not accounted in Books as per Ind AS 109 since these subsidiaries including step down subsidiary have sufficient assets to meet their borrowings.

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

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


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21. COST AUDITORS Your Directors have appointed M/s. K. G. Goyal & Co., Cost

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

The Company had filed the Cost Audit Report for the financial year 2015-16 with the Ministry of Corporate Affairs on 26th August, 2016.

22. SECRETARIAL AUDITORS Pursuant to the provision of Section 204 of the Companies Act,

2013 and Rules made thereunder, the Company has appointed M/s Aabid & Co., Company Secretaries (C.P.No-6625) to carry out Secretarial Audit in the Company for the Financial Year 2016-17. The Secretarial Audit Report is annexed to this Report as Annexure-C.

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

23. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Section 125 of the Companies Act, 2013, the Company has transferred a sum of ` 5,47,815/- lying as unclaimed dividend pertaining to financial year ended 31st March, 2009, to Investor Education and Protection Fund (IEPF) established by the Central Government.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) POLICY

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

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

26. CODE OF CONDUCT The Board of Directors had earlier adopted a “Code of Conduct for

the Board of Directors and Senior Management Personnel” of the Company. The said Code of conduct is available on the Company’s website www.binanicement.in. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Whole Time Director of the Company has given declaration to the Board affirming the compliance of the Code by the Members of the Board and Senior Management Personnel for the year ended on 31st March, 2017.

27. CORPORATE SOCIAL RESPONSIBILITY In accordance with the provisions of Section 135 read with

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

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

The Members may however note that during the FY 2016-17, the Company had made efforts towards spending the unspent amount of ` 17.75 Lakhs out of its prescribed CSR expenditure for the FY 2014-15. The Board of Directors wish to state that despite its endeavor to spend the said amount of ` 17.75 Lakhs on specified CSR activities, the Company could spend only ` 15.18 Lakhs as identified projects, requiring such expenditure, could not be implemented to its full extent due to unavoidable circumstances.

28. EXTRACT OF ANNUAL RETURN The extract of Annual Return in form MGT-9, as required under

Section 92 of the Companies Act, 2013, is provided as Annexure-E and forms part of this Report.

29. RISK MANAGEMENT The Company had identified certain risk areas with regard to the

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

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal control systems and procedures commensurate with its size and nature of business.


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

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

31. OTHER DISCLOSURES

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

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

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

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

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

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

33. PARTICULARS OF EMPLOYEES

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

34. SAFETY, HEALTH & WORK ENVIRONMENT

The Company always believes in providing conducive work environment with utmost attention and care on safety and health of employees and all other workers operating at the plants. There were no major accidents reported in during the Financial Year 2016–17. The Company conducts training & counseling sessions for its workers/ employees on safe manufacturing practices on regular basis.

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

35. HUMAN RESOURCE/INDUSTRIAL RELATIONS

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

The Company had 720 permanent employees on its rolls as on 31st March, 2017. The employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels in the organization.

36. APPRECIATION

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

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

Braj Binani Chairman

Place : Mumbai Date : 29th May, 2017

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


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ANNEXURE – ANOMINATION AND REMUNERATION POLICY

1. BACKGROUND

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

2. OBJECTIVES

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

The Key Objectives of the Committee would be:

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

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

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

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

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

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

3. DEFINITIONS

3.1 “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

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

3.3 “Directors” mean Directors of the Company.

3.4 Key Managerial Personnel (‘KMP’)means

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

3.4.2 Company Secretary;

3.4.3 Chief Financial Officer; and

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

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

4. ROLE OF COMMITTEE

4.1 Terms of Reference

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

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

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

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

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

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

5. COMPOSITION AND FUNCTIONING OF THE COMMITTEE

5.1 Composition

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

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

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

5.2 Chairperson of the Committee

5.2.1 Chairperson of the Committee shall be an Independent Director.


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

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

5.3 Frequency of Meetings:

5.3.1 The meeting of the Committee shall be held at such regular intervals, as may be considered necessary.

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

5.4 Secretary

The Company Secretary of the Company shall act as Secretary of the Committee.

5.5 Voting

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

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

5.6 Interested Committee Member not to participate in the meeting.

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

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SMP

6.1 Appointment criteria and qualifications6.1.1 The Committee shall identify and ascertain the integrity,

qualification, expertise and experience of the person for appointment as Director, KMP or SMP and recommend to the Board his/her appointment.

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

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

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

6.2 Term /Tenure

6.2.1 Managing Director / Whole-time Director:

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

6.2.2 Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on the Company passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s Report to the Shareholders.

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

6.3 Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and SMP on yearly basis or at such frequent intervals, as its Members may decide.

6.4 Removal

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

6.5 Retirement

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


17

7. POLICY RELATING TO THE REMUNERATION FOR DIRECTORS, KMP AND SMP

7.1 Remuneration to the Managing Director, Whole-time Director, KMP and SMP:

7.1.1 Fixed pay:

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

7.1.2 Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration as determined above, to its Managing Director/ Whole-time Director subject to the approval of the Central Government, wherever necessary.

7.1.3 Provisions for excess remuneration:

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

7.2 Remuneration to Non-Executive/ Independent Director.

7.2.1 Remuneration:

Non-Executive / Independent Directors shall not be entitled to any remuneration.

7.2.2 Sitting Fees:

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

7.3 General

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

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

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


18

ANNEXURE - BFORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

Details of material contracts or arrangements or transactions at Arm’s length basis.Name (s) of the related party & nature of relationship Dhaneshwar Solution [a division of Binani Industries Limited (BIL)].

BIL is a related party in terms of clause (viii) of sub-section 76 of Section 2 of the Companies Act, 2013

Nature of contracts/arrangements/transaction Availing of Transportation and other Logistic services

Duration of the contracts/arrangements/transaction 1st April, 2016 to 31st March, 2017

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

Availing of transportation and logistic solutions on day to day basis at the Company’s manufacturing plants. The value of transaction for financial year 2016 - 17 was ` 12,265 Lakhs.

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

Amount paid as advances, if any Nil

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

Braj Binani Chairman



19

ANNEXURE -CSECRETARIAL AUDIT REPORT

For the financial year ended 31st March, 2017(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To, The Members, BINANI CEMENT LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BINANI CEMENT LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verifications of the BINANI CEMENT LIMITED Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company as given in Annexure-I and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter

We have examined the books, papers, minute books, forms and returns filed and other records maintained by BINANI CEMENT LIMITED (“the Company”) for the Financial Year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Other industry specific laws as specified in Annexure II

Note: From the above point number (ii), (iii), and (v) does not apply to the Company during the period under review.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Since the Company is not listed on any Exchange hence no Compliances of the Listing Agreement are applicable to the Company.

During the period of audit of the Company there are no specific events/actions occurred having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. mentioned above subject to following observation:

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

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven


20

days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Company has given all the details of specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc referred to above.

For Aabid & Co.

Company Secretaries F.C.S. No: 6579, C.P. No: 6625

(CS Mohammed Aabid) Partner


ANNEXURE-ILIST OF THE DOCUMENTS VERIFIED

1. Memorandum and Articles of Association of the Company.

2. Minutes of the Meetings and Board of Directors, Audit Committee, Nomination and Remuneration Committee along with Attendance Registers.

3. Minutes of the General Body meeting held during the Year under report.

4. Statutory Registers as required under Companies Act, 2013.

5. Agenda papers submitted to all the Directors/Members of the Board Meetings and Committee Meetings.

6. Declarations received from the Directors of the Company pursuant to the provisions of Section 184(1) and Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014.

7. E-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 2013 and the attachments thereof during the Financial Year under review.

ANNEXURE-IILIST OF OTHER LAWS SPECIFICALLY APPLICABLE TO THE COMPANY

1. The Maternity Benefit Act, 1961.

2. The Payment of Gratuity Act, 1972.

3. The Employee’s State Insurance Act, 1948.

4. Employee’s Compensation Act, 1923.

5. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

6. The Employees Provident Funds and Miscellaneous Provisions Act, 1952.

7. The Profession Tax Act, 1975.

8. Mines Act, 1952

9. Mines and Minerals (Development and Regulation ) Act, 1957

10. Iron Ore Mines, Manganese Ore Mines and Chrome Ore Mines Labour Welfare Cess Act, 1976

11. Iron Ore Mines, Manganese Ore Mines and Chrome Ore Mines Labour Welfare Fund Act, 1976

12. Local laws as applicable to various offices, plants, grinding stations and bulk cement terminals

13. Explosives Act, 1884

14. Legal Metrology Act, 2009

15. The Environment (Protection) Act, 1986

16. Water (Prevention and Control of Pollution) Act, 1974

17. Air ( Prevention and Control of Pollution) Act, 1981

18. Environment Protection Act, 1986

19. Hazardous Waste (Management, Handling & Transboundary Movement) Rules, 2008

20. Income Tax Act, 1961

21. The Bombay Shops and Establishment Act, 1948

22. Relevant provisions of the Service Tax and Rules and Regulations thereunder.

23. The Foreign Exchange Management Act, 1999, Rules and

Regulations made thereunder.

For Aabid & Co.





21

To, The Members BINANI CEMENT LIMITED,

Secretarial Audit Report of even date is to be read along with this letter.

(1) Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

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

(3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

(4) Wherever required we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

(5) The compliance of the provisions of Corporate and other applicable Laws, Rules ,Regulations , Standard is the responsibility of the Management. Our examination was limited to the verification of procedures on test basis.

(6) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Aabid & Co.




22

ANNEXURE - DANNUAL REPORT ON CSR ACTIVITIES

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

The Company by its CSR Activities has committed to participate in Social cause, be it uplifting the weaker section of the society or communal developments. The key focus area of the Company’s CSR activities are one or more from amongst the activities specified under schedule VII of the Companies Act, 2013 and Rules made thereunder. The Company’s CSR initiatives shall be integrated with its business practices with an overall objective of the growth and development of the society and the Country

The CSR Policy of the Company is available at the following link.http://www.binanicement.in/investor-relations/csr-policy/

2 The Composition of the CSR Committee. Mr. S. Sridhar, Chairman (Independent Director)Dr. (Mrs.) Sangeeta Pandit, Member (Independent Director)Mr. Darshan Lal, Member (Whole Time Director)

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

The Company has incurred losses during the relevant years

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

Nil

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

financial year is detailed below

In view of losses incurred during the relevant years, the Company is not required to spend any amount on CSR. However, during the FY 16-17, the Company has spent ` 15.18 Lakhs out of the unspent amount of ` 17.75 Lakhs pertaining to financial year 2014-15.

(1) (2) (3) (4)

(5) (6) (7) (8)

Sr. No

CSR project or activity Identified

Sector in which the Project is covered

Projects or Programs (I) Local

area or other (2) Specify the State

and district where projects or programs

was under taken

Amount outlay

(budget) projector program

wise (` In Lakhs)

Amount spent on the projects or programs Sub-heads: (1)Direct expenditure on projects or programs (2) Overheads:

(` In Lakhs)

Cumulative expenditure upto to the reporting

period (` In Lakhs)

Amount spent: Direct

or through implementing

agency

FY 2014-15 FY 2015-16 FY 2016-17

1 Making AvailableSafe DrinkingWater, Eye checkup campetc., making of toilets and distribution of cottoncaps duringwinter.

Preventive Health care, Sanitation & Drinking Water

Pindwara, Sirohi, Rajasthan

20.00 1.99 10.19

7.17

19.35 Direct

2 Educationstudents,maintenancework inSchool.

Promotion ofEducation

Sadlwa,Amli, Malap, Thandiberi,Pindwara,

Dist Sirohi,Rajasthan

15.00 6.48 1.93 4.32 12.73 Direct


23

(1) (2) (3) (4)

(5) (6) (7) (8)

Sr. No

CSR project or activity Identified

Sector in which the Project is covered

Projects or Programs (I) Local

area or other (2) Specify the State

and district where projects or programs

was under taken

Amount outlay

(budget) projector program

wise (` In Lakhs)

Amount spent on the projects or programs Sub-heads: (1)Direct expenditure on projects or programs (2) Overheads:

(` In Lakhs)

Cumulative expenditure upto to the reporting

period (` In Lakhs)

Amount spent: Direct

or through implementing

agency

FY 2014-15 FY 2015-16 FY 2016-17

3 Maintenanceof Park andGarden

Environmental Sustainability

Pindwara Dist. Sirohi, & Udaipur Rajasthan

10.00 4.57 6.49 3.69 14.75 Direct

4 Development ofMarket Place atVillage

Rural Development Project

Pindwara Dist. Sirohi, Rajasthan

5.00 - - - - Direct

Total 50.00 13.04 18.60 15.18 46.83

1. REASON FOR SHOTFALL OF CSR SPEND Not Applicable

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

S. Sridhar Darshan Lal Sangeeta Pandit Chairman CSR Committee Member Member



24

ANNEXURE - E

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2017

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

I. REGISTRATION & OTHER DETAILS:

1 CIN U26941WB1996PLC0766122 Registration Date 15th January, 19963 Name of the Company Binani Cement Limited4 Category/Sub-category of the Company Company limited by shares/ Indian Non-Government Company5 Address of the Registered office & contact details 37/2, Chinar Park, New Town, Rajarhat Main Road, P.O. Hatiara, Kolkata-700157

Tel : 91 08100326795E-mail : [email protected]

6 Whether listed company No7 Name, Address & contact details of the Registrar &

Transfer Agent, if any.Link Intime India Private LimitedC-101, 247 Park, LBS Marg,Vikhroli (West),Mumbai – 400 083Tel : 022 – 49186000Fax: 022 - 49186060

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

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

NIC Code of theProduct Services

% to total turnover of the Company

1. Cement 23942 100

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of Shares held Applicable Section

1. Binani Industries Limited 37/2, Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, Kolkata – 700157.

L24117WB1962PLC025584 Holding 98.43% 2(46)

2 Merit Plaza Limited 37/2, Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, Kolkata – 700157.

U70109WB2010PLC155943 Subsidiary 100% 2(87)(ii)

3 Swiss Merchandise Infrastructure Limited 37/2, Chinar Park, New Town, Rajarhat, Main Road, P.O. Hatiara, Kolkata – 700157.


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

U72200WB1996PTC171627 Subsidiary 100% 2(87)(ii)

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



25

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of Shares held Applicable Section

6 Mukundan Holdings Limited (MHL) Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

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

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


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


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


10 Binani Cement Factory LLC (BCFLLC) B-233 Jebel Ali Industrial Area - 2, PO Box - 37608, Dubai, UAE

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

2(87)(ii)

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

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

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

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

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

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

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


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


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

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

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

N.A. Associate ** BCFLLC – 50% 2(6)

*under liquidation

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


26

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the year Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A) (1):- 185,649,364 100 185,649,464 98.43 185,649,364 100 185,649,464 98.43 -

(2) Foreign

(a) NRIs -Individuals

- - - - - - - - -

(b) Other –Individuals

- - - - - - - - -

(c)Bodies Corp. - - - - - - - - -

(d) Banks / FI - - - - - - - - -

(e)Any Other…. - - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -

Total shareholding of Promoter (A) =(A)(1)+(A)(2)

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

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -


27

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the year Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

2. Non-Institutions

a) Bodies Corp.

i) Indian 495,174 - 495,174 0.26 494,818 - 494,818 0.26 -

ii) Overseas - - - - - - - - -

b) Individuals

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

2,280,400 2297 2,282,697 1.21 2,281,579 2095 2,283,674 1.21 -

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

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

c) Others LIIPL-Binani CementExit Offer EscrowDemat Account

80 - 80 - 80 - 80 - -

Non Resident Indians 67,326 20 67,346 0.04 68,926 20 68,946 0.04 -

Overseas Corporate Bodies - - - - - - - - -

Foreign Nationals - - - - - - - - -

Clearing Members 8,687 - 8,687 - 6,466 - 6,466 - -

Trusts 5,000 - 5,000 - 5,000 - 5,000 - -

Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- 2,949,493 2317 2,951,810 1.57 2,949,695 2115 2,951,810 1.57 -

Total Public Shareholding (B)=(B)(1)+ (B)(2) 2,949,493 2317 2,951,810 1.57 2,949,695 2115 2,951,810 1.57 -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -Grand Total (A+B+C) 188,598,857 2417 188,601,274 100.00 188,599,059 2215 188,601,274 100.00 -

ii. Shareholding of Promoter-SrNo

Shareholder’s Name Shareholding at the beginning of theyear (as on 01.04.2016)

Shareholding at the endof the year (as on 31.03.2017)

% change inshareholding

during theyear

No. of Shares

% of totalSharesof the

Company

%of SharesPledged /

encumberedto totalshares

No. ofShares

% of totalSharesof the

company

%of SharesPledged /

encumberedto totalshares

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

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

Particulars Shareholding at the beginning of the year(as on 01.04.2016)

Cumulative Shareholding during the year(as on 31.03.2017)

No. of shares % of totalshares of the

company

No. of shares % of total shares of the

company

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

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

No Change

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


28

iv. Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):Sr. No.

Name Shareholding at the beginning of the year (as on 01.04.2016)

Date Increase/ Decrease in

shareholding

Reason Cumulative Shareholding during the Year (as on 31.03.2017)


company


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

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

v. Shareholding of Directors and Key Managerial Personnel:

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

V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in Lakhs)

Particulars

Secured Loansexcluding deposits

UnsecuredLoans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 3,10,340.35 1,099.00 - 3,11,439.35

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

iii) Interest accrued but not due 203.79 - - 203.79

Total (i+ii+iii) 3,20,830.34 1,208.42 - 3,22,038.76Change in Indebtedness during the financial year (including Ind AS effect) Addition 42,534.09 49.81 - 42,583.90

Reduction 3,814.96 - - 3,814.96

Net Change 38,719.13 49.81 - 38,768.94Indebtedness at the end of the financial year i) Principal Amount 3,41,254.26 1,258.23 - 3,42,512.49

ii) Interest due but not paid 18,143.71 - - 18,143.71

iii) Interest accrued but not due 151.50 - - 151.50

Total (i+ii+iii) 3,59,549.47 1,258.23 - 3,60,807.70


29

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

Sr No

Particulars of Remuneration

Mr. Jotirmoy Ghose, Managing Director#

Mr. Darshan LalED & WTD @

Total Amount

1

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - 22.27 22.27(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 1.23 1.23(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - -

2 Stock Option - - -3 Sweat Equity - - -4 Commission - - - - as % of profit - - - - others, specify 5 Others, (employer contribution to provident fund) - 1.24 1.24 Recovery of excess amount paid - - - Total (A) - 24.74 24.74 Ceiling as per the Act* - - -

# Effective 1st August, 2015, Mr. Jotirmoy Ghose is getting remuneration from a subsidiary of Binani Cement Limited, as per resolution passed at Board Meeting held on 27th July, 2015 and at the AGM held on 25th September, 2015. Mr. Ghose resigned as Managing Director of the Company w.e.f. 25.01.2017.

@ Mr. Darshan Lal is appointed as Whole Time Director designated as Executive Director-Technical for a period of 2(two) years from 27th January, 2017 to 26th January, 2019. The remuneration paid to Mr. Darshan Lal is subject to approval of shareholders and of Central Government in terms of Schedule V of the Companies Act, 2013. The said remuneration is held by Mr. Darshan Lal in trust for the Company until such time the approval of the Central Government is received by the Company.

* ` 144 Lakhs as per Schedule V of Companies Act, 2013.

B. Remuneration to other directors (` in Lakhs)Sr No Particulars of Remuneration Name of Directors Total Amount

1

Independent Directors Mr. S. Sridhar Dr. (Mrs.) Sangeeta Pandit Mrs. Sudha NavandarFee for attending board committee meetings 2.65 3.00 3.00 8.65Commission - - -Others, please specify - - -

Total (1) 2.65 3.00 3.00 8.652 Other Non-Executive Directors Mr. Braj Binani Mr. V. Subramanian@ Total Amount Fee for attending board / committee meetings 1.00 0.95 1.95 Commission - - - Others, please specify - - - Total (2) 1.00 0.95 1.95 Total (B)=(1+2) 10.60 Total Managerial Remuneration (A+B) 35.34

Overall Ceiling as per the Act** - @ Resigned w.e.f 30.09.2016

** The Company has incurred a loss during the FY 2016 -17.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (` in Lakhs)S N.

Particulars of Remuneration

Key Managerial PersonnelMr. Devendra Mehta,

Chief Financial officer*Mrs. Vaishali Vyas

Company Secretary**Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 63.72 9.07 72.79 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 5.30 0.05 5.35 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit- - -

5 Others, (employer contribution to provident fund) 2.21 0.62 2.83 Total 71.23 9.74 80.97

*w.e.f. 02.05.2016, **w.e.f. 29.07.2016.


30

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. Company

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -




31

ANNEXURE – FCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken

Cement Plant – Binanigram

1. Provided DCS interlocking in cooling tower of Unit 1 water temperature with fan.

2. Replaced the 75 KW motor of compressor (D21CP1) in Limestone crusher section with a motor of low rating (55 KW).

3. Raw Mill no. 2 rollers seal air fan discharge pipe bend removal (90 degree bend) to reduce pressure drop resulting in power saving of

fan.

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

of fan.

5. Optimisation of de-dusting systems attached to Packer to avoid idle running.

6. Commissioning of VVFD at 75 KW CP#3 water pump in Malap Pump House.

Cement Plant – Neem ka Thana

1. Cooling tower low efficiency pumps (38% & 52%) replaced with high efficiency pumps (64%)

2. Process / Methodology of unloading Fly ash by utilizing 37 kw 245 cfm air compressor instead of 90 kw 550 cfm with additional piping

& valves modification done to unload fly ash trucks at fly ash tippler.

Thermal Power Plant

1. Process optimization & change in control philosophy of condensate extraction pump of CPP-2 & CPP-3 discharge pressure with

de-aerator level instead of pressure set-point with main control Valve & bypass manual control valve also in fully opened condition.

2. Installation of turbo ventilator (20 nos) in place of exhaust fan (03 nos) in water treatment plant in CPP.

b) Steps in utilization of alternate source of Energy

–

c) Capital investment on energy conservation equipment

–

B. TECHNOLOGY ABSORPTION

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

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

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

Particulars F.Y. 2016 - 17 F.Y. 2015-16Foreign exchange earned Nil NilForeign exchange used 3,038.54 3,391.02


32

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33

INDEPENDENT AUDITOR’S REPORT

To the Members of Binani Cement LimitedReport on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Binani Cement Limited (“the Company”), which comprises of the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2017, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

a) We draw attention to Note no. 34 to the standalone financial statements, relating to Sales Tax Matters, as per the Orders, there is liability on the Company for total interest of ` 37,123.23 Lakhs as on March 31, 2017 (Previous Year – ` 35,099.24 Lakhs). The Company has filed writ petition / waiver application in the Hon’ble High Court / with concerned authority. The Company has paid ` 3,077.93 Lakhs (Previous Year - ` 3,077.93 Lakhs) under protest. The management is of the view that it has a good case of getting waiver for interest and hence provision of interest is not required.

b) With reference to Note no. 33 relating to the financial statements regarding corporate guarantees aggregating to ` 236,189.83 Lakhs (Previous Year - ` 241,407.86 Lakhs) issued by the Company to banks and financial institutions in respect of loans given to its subsidiaries, step down subsidiaries and to Holding Company and its subsidiaries and its step down subsidiaries, which are significant in relation to the net worth of the Company at the year end. In the opinion of the Management, these are not expected to result into any financial liability to the Company.

c) With reference to Note no. 45, Inter Corporate Deposits (including interest receivable) given to Holding Company of ` 125,142.41 Lakhs (Previous Year – ` 126,972.21 Lakhs) as per the management said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of the Company. Further, during the year the company in its board meeting have passed a resolution waiving of the interest with effect from April 01, 2015 on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited. The company has received appropriate opinion to ensure that this is in compliance with the statutory regulations.


34

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

Our opinion is not modified in respect of these matters.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006. For the year ended March 31, 2015 on which the predecessor auditor expressed an unmodified opinion vide audit report dated May 30, 2015 and for the year ended March 31, 2016 in which we expressed an unmodified opinion vide our report dated May 30, 2016 respectively on those standalone

financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable that:

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

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

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note no. 33 and 34 to the standalone Ind AS financial statements.

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

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

iv. The Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note no. 49.

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

For MZSK & AssociatesChartered AccountantsFirm Registration No. 105047W

Abuali DarukhanawalaPartnerMembership No. 108053

Place : MumbaiDate : May 29, 2017


35

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORTReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Binani Cement Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.





36

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the members of Binani Cement Limited on the financial statements for the year ended March 31, 2017]

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

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

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

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

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT

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

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

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

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant as specified by the Central Government for t-he maintenance of cost records under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

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

Undisputed amounts payable as on March 31, 2017 outstanding for a period of more than six months from the date they became payable are:

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

Period for which it relates to Due Date

Paid till 29th May, 2017

(` in Lakhs)

The Mines And Minerals (Development And Regulation) Amendment Act, 2015

DMF Payable 880.36 January 2016 to August 2016 10th of succeeding Month 38.00

Sales Tax Act RVAT 443.80 September 2016 15th September, 2016 25th September, 2016

443.80

CST 171.77 August and September 2016 25th August, 2016 5th August 2016

15th September,2016 25th September, 2016

100.27

HVAT 180.47 August 2016 15th September 2016 166.00

Electricity Duty Act Electricity Duty 607.26 January 2016 & August 2016 15th of succeeding Month -


37

(b) According to the information and explanation given to us the following dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other statutory dues have not been deposited by the Company on account of dispute:

Name of the Statute Nature of DuesAmount

(` in Lakhs)

Period to which the amount relates Forum where dispute is pending

Customs Act, 1962 Duty on DEPB licenses 6.77 2000-01 Commissioner of Customs, KandlaCentral Excise Act, 1944 Cenvat credit on welding electrodes 5.02 2006 to 2008 Commissioner (Appeals), Jaipur IICentral Excise Act, 1944 Cenvat credit on welding electrodes 3.11 2008 to 2010 Commissioner (Appeals), Jaipur IICustoms Act, 1962 Differential Custom Duty 30.61 2002-03 & 2003-04 Hon'ble High Court, GujaratCustoms Act, 1962 Differential Custom Duty 42.16 2008-09 CESTAT, AhmedabadCustoms Act, 1962 Differential Custom Duty 3,066.92 2011 to 2013 Larger Bench, CESTAT, Chennai.Central Excise Act, 1944 Excise Duty on clinker consumed in

cement dispatched to SEZ units0.64 2012-14 Commissioner (Appeals), Jaipur.

Central Excise Act, 1944 Cenvat on Capital Goods 229.65 2014-15 CESTAT, Delhi.Central Excise Act, 1944 CENVAT Credit on service tax paid

on transportation of goods by rail780.78 2013-14 CESTAT, Delhi

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

164.65 2014-15 CESTAT, Delhi

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

285.85 2013-15 CESTAT, Delhi

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

29.89 2008-10 Commissiner (Appeals), Jaipur

Central Excise Act, 1944 CENVAT Credit on Service Tax 65.37 2008 to 2010 CESTAT, DelhiCentral Excise Act, 1944 CENVAT Credit on Service Tax 793.08 2012-15 CESTAT, DelhiCentral Excise Act, 1944 CENVAT Credit on Service Tax 201.27 2014-16 Commissioner (Appeals), Jaipur.Rajasthan Sales Tax Act, 1994 Sales tax on freight and credit notes 70.21 1997-98 Hon'ble High Court, JodhpurRajasthan Sales Tax Act, 1994 / CST Act, 1956

Difference amount of Central Sale Tax

60.52 2005-07 Hon'ble High Court, Jodhpur

Rajasthan Sales Tax Act, 1994 Sales Tax matters 0.50 2005-06 Hon'ble High Court, JodhpurUP Trade tax / Entry tax UP tax on entry of goods 184.35 2003-04 to 2008-09 Various appellate authoritiesUP Trade tax / Entry tax Penalty for Late deposit of U P VAT 8.64 2009-10 Commercial Taxes Tribunal,

GhaziabadUP Trade tax / Entry tax Penalty 0.15 2011-12 Additional Commissioner (Appeals)

commercial taxes, GhaziabadUP VAT Act, 2008 UP VAT demand 1.54 2008-09 Commercial Tax Tribunal,

GhaziabadUP VAT Act, 2008 UP VAT demand 2.41 2009-10 Commercial Tax Tribunal,

GhaziabadUP VAT Act, 2008 UP VAT demand 1.41 2010-11 Commercial Tax Tribunal,

GhaziabadDelhi VAT Act, 2004 Late deposit of Delhi VAT 35.18 2013-14 Adjudicating Authority, Department

of Trade & Taxes, Govt. of NCT of Delhi

Delhi VAT Act, 2004 Late deposit of Delhi VAT 4.78 2014-15 Adjudicating Authority, Department of Trade & Taxes, Govt. of NCT of Delhi

UP VAT Act, 2008 UP VAT demand 0.43 2011-12 Additional Commissioner, Grade - II (Appeal - I), Commercial Taxes, Ghaziabad


38

Name of the Statute Nature of DuesAmount

(` in Lakhs)

Period to which the amount relates Forum where dispute is pending

UP VAT Act, 2008 UP VAT demand 0.05 2012-13 Commercial Tax Tribunal, UP Commercial Taxes, Ghaziabad

Gujarat VAT Act, 2003 Gujarat VAT demand 17.11 2011-12 Gujarat VAT Tribunal, Ahmedabad.Gujarat VAT Act, 2003 Gujarat VAT demand 7.99 2012-13 Appeal to be filed before the Joint

Commissioner, Commercial Taxes, Division - I, Ahmedabad

UP VAT Act, 2008 UP VAT demand 125.56 2012-13 Additional Commissioner, Grade - 2 (Appeals-I), Commercial Taxes, Ghaziabad

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

Entry Tax 2,627.72 2006-07 to 2016-17 Hon'ble Rajasthan High Court, Jodhpur

Rajasthan Finance Act, 2006 M R Cess 3,726.74 2008-09 to 2016-17 Hon'ble High Court, Jodhpur

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

Sales Tax Exemption 27,176.84 1998-99 to 2007-08 Hon'ble High Court, Jodhpur

Rajasthan Value Added Tax Act, 2006

VAT/CST Deferment 11,163.46 2007-08 to 2011-12 Hon'ble High Court, Jaipur /Commercial Taxes Department, Jaipur


Sales Tax matters-ITC 55.04 2007-08 to 2010-11 Hon'ble Appellate Authority, Jodhpur / Hon'ble Rajasthan Tax Board, Ajmer


Sales Tax matters-ITC 233.28 2006-07 Hon'ble Rajasthan High Court, Jodhpur.


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

959.89 2012-13 Hon'ble Appellate Authority, Jodhpur


ITC on Mining & CPP /Others 75.62 2012-13 Hon'ble Appellate Authority, Jodhpur / Hon'ble Rajasthan Tax Board, Ajmer


ITC on Mining & CPP /Others 119.67 2013-14 Hon'ble Appellate Authority, Jodhpur


ITC on Mining & CPP /Others 112.48 2014-15 Hon'ble Appellate Authority, Jodhpur

Income Tax Act, 1961 Income Tax Matters 2099.67 2010-11 & 2011-12 Commissioner of Income Tax (Appeals) for FY 2010-11 and FY 2008-09 before AO to decide the issue afresh as per ITAT order for FY 2011-12

Rajasthan Finance Act, 2006 Land Tax 1753.50 2006-07 to 2012-13 Hon'ble High Court, Jaipur

The Mines And Minerals (Development And Regulation) Amendment ACT, 2015

District Mineral Foundation 855.25 2014-15 and 2015-16 Stay granted by Hon'ble High Court, Jodhpur

The Mines And Minerals (Development And Regulation) Amendment ACT, 2015

National Mineral Exploration Trust 57.02 2014-15 and 2015-16 Stay granted by Hon'ble High Court, Jodhpur


39

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institution, bank or debenture holders except for in the following cases the details of which are as follows:

ParticularsAmount of default as at March 31, 2017

Due from RemarksPrincipal Amount(` in Lakhs)

Interest Amount(` in Lakhs)

Name of the lenders:

1. Bank Of Baroda 2,039.73 6,605.11 30-Oct-15

Term Loan2. Canara Bank 1,863.01 6,561.26 31-Jul-153. IDBI 2,012.45 2,503.49 30-Jun-164. Bank Of India 386.73 1,476.35 30-Jun-155. State Bank Of India 134.83 997.50 30-Apr-14

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

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

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.





40

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2017(` in Lakhs)

PARTICULARS Note No. As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015ASSETSNon-current assets

Property, Plant and Equipment 1 167,679.91 174,255.80 177,977.23Capital work-in-progress 1 10,204.85 14,667.08 18,453.36Intangible assets 1 15.01 79.36 151.18Financial Assets

Investments 2 105,930.05 105,930.05 105,930.05Loans 3 10,151.00 10,151.00 10,151.00Other Financial Assets 4 1,528.32 647.84 540.97

Tax Assets (Net) 41 1,945.86 1,848.81 1,716.47Other non-current assets 5 10,430.19 10,590.29 10,663.26

307,885.19 318,170.23 325,583.52Current assets

Inventories 6 6,227.25 6,733.60 17,229.50Financial Assets

Trade receivables 7 57,813.23 39,933.86 14,043.80Cash and cash equivalents 8 258.08 1,914.56 5,399.46Bank balances other than Cash and cash equivalents 9 3,168.33 2,746.66 5,473.42Loans 10 114,857.24 114,857.24 114,857.24Other Financial Assets 11 10,506.61 12,298.80 16,454.69

Other current assets 12 6,767.49 7,165.41 6,683.73Assets classified as held for sale - - 25.00

199,598.23 185,650.13 180,166.84TOTAL ASSETS 507,483.42 503,820.36 505,750.36

EQUITY AND LIABILITIESEQUITY

Equity Share Capital 13 18,860.38 18,860.38 18,860.38Other Equity 14 29,778.78 64,556.97 88,317.84

48,639.16 83,417.35 107,178.22LIABILITIESNon-current liabilities

Financial LiabilitiesBorrowings 15 327,186.99 296,434.53 272,781.27Other Financial Liabilities 16 3,578.12 3,802.86 3,225.45

Provisions 17 643.85 430.13 309.92Deferred tax liabilities (Net) 41 - 7,972.10 21,281.63

331,408.96 308,639.62 297,598.27Current liabilities

Financial LiabilitiesBorrowings 18 3,441.28 4,503.06 7,404.04Trade payables 19 57,353.29 52,816.27 40,834.63Other Financial Liabilities 20 31,758.90 20,804.77 17,911.17

Other current liabilities 21 34,661.76 33,394.52 34,607.67Provisions 22 220.07 244.77 216.36

127,435.30 111,763.39 100,973.87TOTAL EQUITY AND LIABILITIES 507,483.42 503,820.36 505,750.36

SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 30

The accompanying notes are integral part of the financial statements.

As per our attached report of even date For and on behalf of the Board of Directors

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

Braj BinaniChairmanDIN: 00009165

Darshan Lal ED (O) & WTD DIN: 06811040

Abuali Darukhanawala Partner Membership No. 108053

Hemant PaliwalA.V.P. (F&A)

Umesh LathiChief Financial Officer


Place : Mumbai Place : Mumbai Date : 29th May, 2017 Date : 29th May, 2017


41











STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017 (` in Lakhs)

PARTICULARS Note No. For the year ended 31st March, 2017

For the year ended 31st March, 2016

Revenue from operations 23 152,688.44 176,451.97Other Income 24 773.68 628.99

Total Revenue 153,462.12 177,080.96

Expenses :

Cost of Materials Consumed 25 18,081.01 21,640.29Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 26 2,417.06 5,784.16Excise Duty 21,169.33 23,915.54Employee Benefit Expense 27 5,039.27 5,224.75Finance Costs 28 42,851.16 35,856.82Depreciation and Amortization Expense 1 7,569.90 7,675.08Other Expenses 29 99,056.35 114,019.99

Total Expenses 196,184.08 214,116.63

Profit/ (Loss) Before Tax (42,721.96) (37,035.67)

Tax expense:Deferred tax 41 (7,962.30) (13,297.51)

Profit/(Loss) for the year (34,759.66) (23,738.16)

Other comprehensive incomeItems that will not be reclassified to profit or loss:Remeasurements of post-employment benefit obligations 47 (28.34) (34.72)Income tax relating to these items 9.81 12.01

Other comprehensive income for the year, net of tax (18.53) (22.71)

Total comprehensive income for the year (34,778.19) (23,760.87)

Earning per equity share (in `) : 46Basic (18.43) (12.59)Diluted (18.43) (12.59)

SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 30


42

STANDALONE STATEMENT OF CHANgES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2017A. Equity Share Capital (Refer note no. 13)

Particulars (` in Lakhs)

Balance as at 1st April, 2015 18,860.38

Changes in equity share capital -

Balance as at 31st March, 2016 18,860.38

Changes in equity share capital -


B. Other Equity (Refer note no. 14) (` in Lakhs)

Particulars Reserves and Surplus Total

Capital Redemption

Reserve

general Reserve Retained Earnings Equity component of compound

financial instruments

Balance as at 1st April, 2015 1,450.00 7,843.00 75,506.29 3,518.55 88,317.84

Profit/ (Loss) for the year - - (23,738.16) - (23,738.16)

Other Comprehensive Income for the year - - (22.71) - (22.71)

Total Comprehensive Income for the year - - (23,760.87) - (23,760.87)

Balance as at 31st March, 2016 1,450.00 7,843.00 51,745.42 3,518.55 64,556.97

Profit/ (Loss) for the year - - (34,759.66) - (34,759.66)

Other Comprehensive Income for the year - - (18.53) - (18.53)

Total Comprehensive Income for the year - - (34,778.19) - (34,778.19)

Balance as at 31st March, 2017 1,450.00 7,843.00 16,967.23 3,518.55 29,778.78

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










43

NOTE NO. - 1PROPERTY, PLANT AND EQUIPMENT, CAPITAL wORK-IN-PROgRESS AND INTANgIBLE ASSETS

(` in Lakhs)

Particulars

Property, Plant and Equipment Intangible Assets

grand Total Freehold

Land * Leasehold

Land *

Building (Including

Roads)

Plant and Machinery

Railway Sidings

Mine Exploration & Developments

Furniture & Fixtures Vehicles

Office and Other

Equipments Total Computer

Software

gross BlockAs at 1st April, 2015 14,750.61 67,993.90 8,810.95 182,923.75 2,980.18 784.12 293.99 333.10 606.23 279,476.83 809.07 280,285.90

Additions during the Period - - - 3,628.78 - 343.29 - - 1.41 3,973.48 8.99 3,982.47

Sales/ Transfers/ Adjustments - - - 660.54 - - 0.67 1.49 1.04 663.74 - 663.74

Total as at 31st March, 2016 14,750.61 67,993.90 8,810.95 185,891.99 2,980.18 1,127.41 293.32 331.61 606.60 282,786.57 818.06 283,604.63Depreciation/AmortisationAs at 1st April, 2015 - 10.08 5,050.33 93,776.96 1,040.01 606.27 255.72 229.84 530.38 101,499.59 657.89 102,157.48

Additions during the Period - 835.27 440.25 5,953.98 243.70 42.79 12.08 32.44 33.83 7,594.34 80.81 7,675.15

Sales/ Transfers/ Adjustments - - - 560.18 - - 0.48 1.46 1.04 563.16 - 563.16

Total as at 31st March, 2016 - 845.35 5,490.58 99,170.76 1,283.71 649.06 267.32 260.82 563.17 108,530.77 738.70 109,269.47Net Depreciated BlockTotal as at 31st March, 2016 14,750.61 67,148.55 3,320.37 86,721.23 1,696.47 478.35 26.00 70.79 43.43 174,255.80 79.36 174,335.16Capital work-in-ProgressTotal as at 31st March, 2016 14,667.08 Total as at 1st April 2015 18,453.36

gross BlockAs at 1st April, 2016 14,750.61 67,993.90 8,810.95 185,891.99 2,980.18 1,127.41 293.32 331.61 606.60 282,786.57 818.06 283,604.63

Additions during the Period 192.16 - - 732.67 - - 1.69 - 3.18 929.70 - 929.70

Sales/ Transfers/ Adjustments - - - - - - - - - - - -

Total as at 31st March, 2017 14,942.77 67,993.90 8,810.95 186,624.66 2,980.18 1,127.41 295.01 331.61 609.78 283,716.27 818.06 284,534.33Depreciation/AmortisationAs at 1st April, 2016 - 845.35 5,490.58 99,170.76 1,283.71 649.06 267.32 260.82 563.17 108,530.77 738.70 109,269.47

Additions during the Period - 835.26 355.72 5,990.52 239.25 40.22 8.42 21.51 14.69 7,505.59 64.35 7,569.94

Sales/ Transfers/ Adjustments - - - - - - - - - - - -

Total as at 31st March, 2017 - 1,680.61 5,846.30 105,161.28 1,522.96 689.28 275.74 282.33 577.86 116,036.36 803.05 116,839.41Net Depreciated BlockTotal as at 31st March, 2017 14,942.77 66,313.29 2,964.65 81,463.38 1,457.22 438.13 19.27 49.28 31.92 167,679.91 15.01 167,694.92Capital work-in-ProgressTotal as at 31st March, 2017 10,204.85* Refer note no. 31.

Notes :1. Buildings includes assets built on land not owned by the company ` 398.02 Lakhs (Previous year ` 398.02 Lakhs).2. Plant & Machinery includes assets built on land not owned by the company ` 226.34 Lakhs (Previous year ` 226.34 Lakhs).3. Mine Exploration & Developments includes expenses of ` 369.86 Lakhs incurred for development of new Mine area from which ore has not been yet extracted.4. Depreciation charge for the year included ` 0.04 Lakhs (Previous year ` 0.05 Lakhs) capitalsed as pre-operative expenses.

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017


44

NOTE NO. - 2

INVESTMENTS (` in Lakhs)

PARTICULARS As at 31st March, 2017

As at 31st March, 2016

As at 1st April, 2015

Non TradeInvestment in Subsidiaries(A) Equity Shares (Unquoted)

77,005,000 fully paid up Shares (31st March 2016 - 77,005,000 & 1st April 2015 - 77,005,000) of Mukundan Holdings Ltd. of US Dollar 1 each fully paid-up

36,936.70 36,936.70 36,936.70

48,749,925 Fully paid up Shares (31st March 2016 - 48,749,925 & 1st April 2015 - 48,749,925) of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

15,798.84 15,798.84 15,798.84

54,805,000 fully paid up (31st March 2016 - 54,805,000 & 1st April 2015 - 54,805,000) Shares of Murari Holdings Ltd. of US Dollar 1 each

27,447.81 27,447.81 27,447.81

15,000,000 fully paid up Shares (31st March 2016 - 15,000,000 & 1st April 2015 - 15,000,000) of Bhumi Resources (Singapore) Pte. Ltd. of US Dollar 1 each

6,797.53 6,797.53 6,797.53

50,000 Fully paid up Shares (31st March 2016 - 50,000 & 1st April 2015 - 50,000) of Merit Plaza Ltd. of ` 10 each

5.00 5.00 5.00

50,000 Fully paid up Shares (31st March 2016 - 50,000 & 1st April 2015 - 50,000) of Swiss Merchandise Insfrastructure Ltd. of ` 10 each

5.00 5.00 5.00

10,000 Fully paid up shares (31st March 2016 - 10,000 & 1st April 2015 - 10,000) of Binani Energy Pvt. Ltd. of ` 10 each

3.18 3.18 3.18

(B) Preference shares (Unquoted) *9,631,835 fully paid up (31st March 2016 - 9,631,835 & 1st April 2015 - 9,631,835) 8% Non cumulative compulsorily convertible redeemable preference shares of Krishna Holdings Pte. Ltd., Singapore of Singapore Dollar 1 each

2,616.41 2,616.41 2,616.41

15,000,000 fully paid up (31st March 2016 - 15,000,000 & 1st April 2015 - 15,000,000) 6% Non cumulative compulsorily convertible redeemable preference shares of Mukundan Holdings Ltd. of US Dollar 1 each

8,079.00 8,079.00 8,079.00

15,300,000 fully paid up (31st March 2016 - 15,300,000 & 1st April 2015 - 15,300,000) 6% Non cumulative compulsorily convertible redeemable preference shares of Murari Holdings Ltd. of US Dollar 1 each

8,240.58 8,240.58 8,240.58

TOTAL 105,930.05 105,930.05 105,930.05

* These Securities issued by the subsidiaries are equity nature investment for the Company.

NOTE NO. - 3

LOANS (NON-CURRENT) (` in Lakhs)

PARTICULARS As at 31st March, 2017

As at 31st March, 2016

As at 1st April, 2015

Unsecured considered good Loans and Advances to Subsidiary Companies (Refer note no. 45) 10,151.00 10,151.00 10,151.00

TOTAL 10,151.00 10,151.00 10,151.00



45


NOTE NO. - 4OTHER FINANCIAL ASSETS (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Deposit Accounts (original maturity of more than 12 months) (Lien against LC/ Margin Money, etc.)

50.70 42.25 16.75

Security Deposits 1,477.62 1,528.32 605.59 647.84 524.22 540.97

TOTAL 1,528.32 647.84 540.97

NOTE NO. - 5OTHER NON-CURRENT ASSETS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Unsecured considered good Capital Advances 9,918.52 10,110.01 10,184.63 Advances recoverable in cash or in kind 511.67 10,430.19 480.28 10,590.29 478.63 10,663.26

TOTAL 10,430.19 10,590.29 10,663.26

NOTE NO. - 6INVENTORIES (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Raw Material and Packing Material ((Includes ` nil in transit), (31st March, 2016 - ̀ 17.68 Lakhs & 1st April, 2015 - ̀ 9.98 Lakhs))

421.22 373.50 1,012.90

Work - In - Procress 95.09 82.60 81.10Finished Goods 829.24 3,258.79 9,044.45Stores and Spares parts and Fuel ((Includes ` 5.82 Lakhs in transit), (31st March, 2016 - ` 12.19 Lakhs & 1st April, 2015 - ` 267.14 Lakhs))

4,877.44 3,008.57 7,076.80

Loose Tools Stock 4.26 6,227.25 10.14 6,733.60 14.25 17,229.50

TOTAL 6,227.25 6,733.60 17,229.50

NOTE NO. - 7TRADE RECEIVABLES (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Unsecured, considered good 57,813.23 39,933.86 14,043.80 Unsecured, considered doubtful 3,042.80 2,101.78 739.15 Less : Provision for doubtful debts 3,042.80 - 2,101.78 - 739.15 -

TOTAL 57,813.23 39,933.86 14,043.80


46

NOTE NO. - 8CASH AND CASH EQUIVALENTS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Balances with Banks

Current Accounts 255.31 1,455.36 3,572.52 Cheques, drafts on hand - 452.03 1,818.79 Cash on hand 2.77 7.17 8.15

TOTAL 258.08 1,914.56 5,399.46

NOTE NO. - 9BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Deposit Accounts (Lien against LC/ Margin Money, etc.) 3,160.64 2,733.44 5,457.06 Dividend Accounts 7.69 3,168.33 13.22 2,746.66 16.36 5,473.42

TOTAL 3,168.33 2,746.66 5,473.42

NOTE NO. - 10LOANS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Loans and advances to related parties (Unsecured considered good)Inter Corporate Deposits (Refer note no. 45) 114,857.24 114,857.24 114,857.24 TOTAL 114,857.24 114,857.24 114,857.24

NOTE NO. - 11OTHER FINANCIAL ASSETS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Interest Receivable (Includes ` 10,285.17 Lakhs (31st March,2016 - ` 12,114.97 Lakhs & 1st April, 2015 - ` 16,354.58 Lakhs) from a related party Binani Industries Ltd., Holding Co.)

10,432.61 12,174.11 16,454.69

Insurance Claims Receivable 23.08 0.79 -Business Support Fees Receivable 50.92 10,506.61 123.90 12,298.80 - 16,454.69

TOTAL 10,506.61 12,298.80 16,454.69

NOTE NO. - 12OTHER CURRENT ASSETS (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Others (Unsecured considered good)Advances recoverable in cash or in kind 4,992.96 4,999.22 4,813.05Balance with Statutory Authorities 1,774.53 6,767.49 2,166.19 7,165.41 1,870.68 6,683.73

TOTAL 6,767.49 7,165.41 6,683.73



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NOTE NO. - 13SHARE CAPITAL (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Authorised303,899,600 Equity Shares (31st March, 2016 - 303,899,600 & 1st April, 2015 - 303,899,600) of ` 10/- each

30,389.96 30,389.96 30,389.96

12,000,000 Preference Shares (31st March, 2016 - 12,000,000 & 1st April, 2015 - 12,000,000) of ` 100/- each

12,000.00 12,000.00 12,000.00

TOTAL 42,389.96 42,389.96 42,389.96Issued, Subscribed and Paid up188,601,274 (31st March, 2016 - 188,601,274 & 1st April, 2015 - 188,601,274) Equity Shares of ` 10/- each fully paid-up

18,860.13 18,860.13 18,860.13

Add: Amount paid up on forfeited Shares 0.25 0.25 0.25 TOTAL 18,860.38 18,860.38 18,860.38

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

Limited and its nominees.2) Reconciliation of number of shares outstanding at the beginning and at the end of the year

Particulars No. of shares (` in Lakhs) No. of

shares (` in Lakhs) No. of shares (` in Lakhs)

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

3) Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The

Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of 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. - 14OTHER EQUITY (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Capital Redemption Reserve As per Last Balance Sheet 1,450.00 1,450.00 Add / Less : Transfer from / (to) Profit and Loss Account - 1,450.00 - 1,450.00 1,450.00 general Reserve As per Last Balance Sheet 7,843.00 7,843.00 Add : Transferred from Profit and Loss Account - 7,843.00 - 7,843.00 7,843.00 Balance In Profit & Loss Account As per Last Balance Sheet 51,745.42 75,506.29 Transferred from Profit and Loss Account (34,759.66) (23,738.16) Other comprehensive income for the year (18.53) 16,967.23 (22.71) 51,745.42 75,506.29

Equity component of Compound Instrument (Non-cumulative Preference Shares)

3,518.55 3,518.55 3,518.55

TOTAL 29,778.78 64,556.97 88,317.84

Nature and purpose of reserves :(1) Capital Redemption Reserve - The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The

amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.



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(2) general Reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956.

(3) Equity component of Compound Instrument (Non-cumulative Preference Shares) - Equity component of Compound Instrument represents difference between consideration received and fair value of liability,net off income tax effect, on initial recognition of Compound Instrument.

NOTE NO. - 15BORROwINgS (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Term Loans (Refer note no. 35) From Bank

Secured 79,509.17 141,941.40 228,017.79 Financial Institutions

Secured 245,640.01 153,797.07 44,142.18 Unsecured 1,258.23 246,898.24 - 153,797.07 - 44,142.18

Other Unsecured Loans6,002,000 (31st March, 2016 - 6,002,000 & 1st April, 2015 - 6,002,000) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up *

779.58 696.06 621.30

TOTAL 327,186.99 296,434.53 272,781.27

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

Company - Binani Industries Limited.2) Reconciliation of number of shares outstanding at the beginning and at the end of the year

PARTICULARS No. of shares

(` in Lakhs) **

No. of shares

(` in Lakhs) **

No. of shares

(` in Lakhs) **

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

3) Terms / Rights attached to preference shares Holder of the Shares shall be entitled to dividend @ 0.01% per annum from the date of allotment. The preference shares are non-participating and carry a preferential right vis-à-vis Equity Shares of the Company, with respect to payment of dividend

and repayment in case of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.

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

* Represents amortised cost of the preference shares. ** Represents face value of preference shares.

NOTE NO. - 16OTHER FINANCIAL LIABILITIES (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Trade Deposits (Refer note no. 54) 3,578.12 3,802.86 3,225.45 TOTAL 3,578.12 3,802.86 3,225.45


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NOTE NO. - 17PROVISIONS (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Provision for employee benefitsFor Gratuity (Refer note no. 47) 341.29 189.19 84.46For Leave Encashment (Refer note no. 47) 302.56 643.85 240.94 430.13 225.46 309.92

TOTAL 643.85 430.13 309.92

NOTE NO. - 18BORROwINgS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Loans repayable on demand From Bank (Refer note no. 35)

Secured 2,741.28 3,056.97 4,904.04 From Others (Related Party)

Unsecured (Refer note no. 45) 700.00 - - Other Loans and advances (Refer note no. 35)

Secured - 347.09 - Unsecured - - 1,099.00 1,446.09 2,500.00 2,500.00

TOTAL 3,441.28 4,503.06 7,404.04

NOTE NO. - 19TRADE PAYABLES (REFER NOTE NO. 40) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Creditors for trade 39,623.63 38,522.89 29,786.24 Creditors for capital projects 58.43 70.88 83.21 Creditors for expenses 17,671.23 57,353.29 14,222.50 52,816.27 10,965.18 40,834.63

TOTAL 57,353.29 52,816.27 40,834.63

NOTE NO. - 20 OTHER FINANCIAL LIABILITIES (CURRENT) (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Current maturities of Long term debt (Refer note no. 35) 12,663.81 9,882.58 10,634.33Interest accrued but not due on borrowings 151.50 203.79 366.22Interest accrued and due on borrowings/ others 18,935.96 10,705.24 6,894.32Unpaid dividends 7.63 31,758.90 13.16 20,804.77 16.30 17,911.17

TOTAL 31,758.90 20,804.77 17,911.17

NOTE NO. - 21OTHER CURRENT LIABILITIES (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Statutory Dues Payable 25,840.56 25,285.46 31,514.00Advance from customers (Includes ` 3,265 Lakhs (31st March, 2016 - ` 3,338.50 Lakhs & 1st April, 2015 - ` nil) from a related party Binani Cement Factory Dubai LLC, Stepdown Subsidiary)

8,821.20 34,661.76 8,109.06 33,394.52 3,093.67 34,607.67

TOTAL 34,661.76 33,394.52 34,607.67


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NOTE NO. - 22PROVISIONS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015Provision for employee benefits

For Gratuity (Refer note no. 47) 189.24 194.02 178.28For Leave Encashment (Refer note no. 47) 30.83 220.07 50.75 244.77 38.08 216.36

TOTAL 220.07 244.77 216.36

NOTE NO. 23REVENUE FROM OPERATIONS (` in Lakhs)

PARTICULARS For the year ended31st March, 2017

For the year ended31st March, 2016

Quantity MT Value Quantity MT Value Sale of Products

Cement * 3,591,036 152,162.65 4,312,871 176,144.84 Other operating revenues 525.79 307.13 TOTAL 152,688.44 176,451.97

* Sales include self consumption of 103.17 MT amounting to ` 2.14 Lakhs (Previous year 92.20 MT amounting to ` 1.96 Lakhs).

NOTE NO. 24OTHER INCOME (` in Lakhs)

PARTICULARS For the year ended 31st March, 2017


Interest Income (Fixed Deposits) 199.60 334.07 Interest Income (Others) 56.31 35.57 Dividend Received (Current Investment) 2.43 - Other Miscellaneous Income 515.34 259.35 TOTAL 773.68 628.99

NOTE NO. 25COST OF MATERIALS CONSUMED (` in Lakhs)



Limestone 6,247.74 7,114.45 Silica Sand (with iron ore / red ocher) 35.04 38.03 Gypsum 3,324.40 4,497.40 Fly ash 3,124.65 3,342.56 Packing Materials 5,349.18 6,647.85 TOTAL 18,081.01 21,640.29

NOTE NO. 26CHANgES IN INVENTORIES OF FINISHED gOODS, wORK-IN-PROgRESS AND STOCK-IN-TRADE (` in Lakhs)

PARTICULARS For the year ended31st March, 2017

For the year ended31st March, 2016

(Increase)/ Decrease in Work-in-Process Opening Stock 82.60 81.10 Closing Stock 95.09 (12.49) 82.60 (1.50)

(Increase)/ Decrease in Finished Stocks Opening Stock 3,258.79 9,044.45 Closing Stock 829.24 2,429.55 3,258.79 5,785.66

TOTAL 2,417.06 5,784.16


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NOTE NO. 27 EMPLOYEE BENEFIT EXPENSE (` in Lakhs)



Salaries and Wages 4,284.81 4,487.35 Contribution to Provident and other Funds 266.67 274.81 Gratuity Expenses 147.40 120.22 Workmen and Staff Welfare Expenses 340.39 342.37 TOTAL 5,039.27 5,224.75

NOTE NO. 28FINANCE COSTS (` in Lakhs)



Interest expenses 42,741.30 35,095.50 Interest on Non-cumulative preference shares 83.53 74.76 Other borrowing costs 26.33 686.56 TOTAL 42,851.16 35,856.82

NOTE NO. 29OTHER EXPENSES (` in Lakhs)



Power & Fuel 41,505.43 47,228.77 Freight and Loading Expenses on Clinker Transfer 3,268.51 3,982.96 Consumption of Stores and Spares 2,201.07 2,973.41 Repairs and Maintenance

Buildings 78.58 75.80 Plant and Machinery 876.83 1,099.46 Others 92.74 103.67

Other Operating Expenses 1,899.55 2,158.49 Rent 488.49 489.37 Insurance 152.12 253.86 Rates and Taxes 38.81 (31.85) Exchange Fluctuation (net) - 720.40 Advertisement and Sales Promotion 1,210.27 2,773.70 Directors Fee 12.18 10.47 Freight & Forwarding 32,368.08 43,639.06 Provision for doubtful debts 941.02 1,362.64 Commission 1,365.94 1,677.89 Loss on sale / discard of Fixed Assets (net) - 125.39 Renewable Energy Obligation (Refer note no. 52) 3,675.32 - Miscellaneous Expenses (Refer note no. 39 for Auditor's Remuneration) 8,881.41 5,376.50 TOTAL 99,056.35 114,019.99


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NOTE NO. - 30SIgNIFICANT ACCOUNTINg POLICIES1 BASIS OF PREPARATION, MEASUREMENT AND SIgNIFICANT ACCOUNTINg POLICIES The principal accounting policies applied in the preparation of these standalone financial statements are set out below. These policies have been

consistently applied to all the years presented, unless otherwise stated.

1.1 Basis of Preparation(a) Compliance with Indian Accounting Standards The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies

(Indian Accounting Standards) Rules, 2015 and relevant provisions of the Companies Act, 2013 (“the Act”).

For all periods up to and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act (“Previous GAAP”).

These financial statements for the year ended 31st March, 2017 are the Company’s first financials prepared in accordance with the Ind AS. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows including reconciliations and descriptions of the effect of the transition are provided in Note no. 31.

(b) Historical cost convention The standalone financial statements have been prepared under the historical cost convention, as modified by the followings:

1) Land included in PPE are measured at fair value

2) Defined benefit plans – plan assets that are measured at fair value

(c) Current non-current classification All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (twelve months) and other criteria

set out in the Schedule III to the Act.

(d) Rounding of amounts The financial statements are presented in INR, which is also the Company’s functional currency and all amounts are rounded to the nearest Lakhs, unless

otherwise stated.

2 SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES The financial statements have been prepared using the significant accounting policies and measurement basis summarised below. These were used

throughout all periods presented in the financial statements, except where the Company has applied certain accounting policies and exemptions upon transition to Ind AS.

2.1 Foreign currency translation Initial recognition - Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency amount the exchange rate

between the functional currency and the foreign currency at the date of the transaction.

Conversion - Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange differences - Exchange differences arising on the settlement of monetary items or on reporting such monetary items of Company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. The gain or loss arising on translation of non-monetary items measured at cost is treated in line with the recognition of the gain or loss on the change in the value of the item (i.e., translation differences on items whose gain or loss is recognised in OCI or statement of profit & loss are also recognised in OCI or statement of profit & loss, respectively).

2.2 Fair Value Measurement The Company discloses fair values of financial instruments measured at amortised cost in the financial statements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:


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• In the principal market for the asset or liability Or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The Company must be able to access the principal or the most advantageous market at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Valuation process and assumption used to measure the fair value of Assets and Liabilities is disclosed.

2.3 Property, plant and equipment

Freehold land and leasehold land are carried at fair value based on periodic valuation by the external independent valuers. Increase in the carrying amounts arising on revaluation of freehold and leasehold land are recognised, net of tax, in other comprehensive income and accumulated in reserves in shareholder’s equity. To the extent that the reverses show a decrease previously recognised in profit or loss, the increase is first recognised in profit and loss. Decrease that reverses previous increases of the same asset are first recognised in other comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases are charged to profit or loss. Each year, difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset’s original cost, net of tax, is reclassified from the revaluation reserve to the retained earnings.

All other items of property, plant and equipment acquired or constructed are initially recognized at cost net of recoverable taxes, duties, trade discounts and rebates, less accumulated depreciation and impairment of loss, if any. The cost of Tangible Assets comprises of its purchase price, borrowing costs and adjustment arising for exchange rate variations attributable to the assets, including any cost directly attributable to bringing the assets to their working condition for their intended use.

Expenditure incurred on assets which are not ready for their intended use comprising direct cost, related incidental expenses and attributable borrowing cost (net of revenues during constructions) are disclosed under Capital Work-in-Progress.

Spare parts are recognised as property, plant and equipment (PPE) when they meet the definition of PPE, otherwise, such items are classified as inventory.

Useful life:

The Company believe that useful life of assets are same as those prescribed in Schedule II of the Act and same have been considered.

Depreciation/ Amortisation:

The Company depreciates its property, plant and equipment (including assets constructed on land not owned by the Company) over the useful life in the manner prescribed in Schedule II to the Act and the management believe that useful life of assets are same as those prescribed in Schedule II of the Act. Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly.

Estimated useful lives, residual values and depreciation methods are reviewed annually, taking into account commercial and technological obsolescence as well as normal wear and tear and adjusted prospectively, if appropriate.

Lease hold land is amortized on a straight line basis over the lease period.

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

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

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in statement of profit and loss.



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2.4 Intangible assets

Intangible assets acquired are stated at cost less accumulated amortization and accumulated impairment losses.

Expenditure incurred on acquisition of intangible assets which are not ready to use at the reporting date is disclosed under “intangible assets under development”.

Amortization is charged on a straight-line basis over the estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

Computer software is amortised over an estimated useful life of 5 years.

2.5 Borrowing costs

Borrowing costs include costs that are ancillary and required as per the terms of agreement. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

2.6 Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carrying amount exceeds its recoverable amount and is recognised in the Statement of Profit and Loss.

2.7 Inventories

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

Finished Goods and Work – in – process are valued at lower of weighted average cost and net realisable value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.

2.8 Non-current assets held-for-sale

Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.

2.9 Trade Receivable

Trade receivables are amounts due from customers for sale of goods or services performed in the ordinary course of business. Trade receivables are recognized initially at fair value. They are subsequently measured at amortised cost using the effective interest method, net of provision for impairment. The carrying value less impairment provision of trade receivables, are assumed to be approximate to their fair values.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and deposits held at call with banks. For the purpose of the cash flows statements, cash and cash equivalents consist of cash and short-term deposits with maturity less than 3 months net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.11 Investments and other financial assets

(a) Initial recognition and measurement

The Company recognizes financial assets when it becomes a party to the contractual provisions of the instrument. All financial assets are recognized at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

(b) Subsequent measurement

For purposes of subsequent measurement, the Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

• those measured at amortised cost


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The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

Equity investments - The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Investment in subsidiaries - Investments in subsidiaries are carried at cost less impairments (if any).

(c) Derecognition

A financial asset is derecognised only when:

i. the rights to receive cash flows from the asset have expired, or

ii. the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows to one or more recipient

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(d) Impairment of Financial Assets

Trade receivables and lease receivables from customers: The Company applies the simplified approach to providing for expected credit losses prescribed by Ind AS 109, which requires the use of the lifetime expected loss provision for all trade receivables and lease receivables.

(e) Offsetting Financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

2.12 Financial liabilities

(a) Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definition of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

(b) Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

(c) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Borrowings: Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value, is recognised in the statement of profit and loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.



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Non-Cumulative Preference shares were payment of dividend is discretionary and which are mandatorily redeemable on a specific date, are classified as compounded Instruments. The fair value of the liabilities portion is determined by discounting amount repayable at maturity using market rate of interest. Difference between proceed receive and fair value of liability on initial recognition is included in shareholder equity, net off income tax effect and not subsequently remeasured. Subsequently liability component of preference share is measured at amortised cost.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in profit or loss as finance costs.

Trade and other payable: These amounts represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

(d) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.13 Income tax

Income tax expense comprises current and deferred taxes. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Minimum Alternate Tax (MAT) credit is recognized as deferred tax asset only when and to the extent there is reasonable certainty that the Company will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit asset is return down to the extent there is no longer a reasonable certainty to the effect that the Company will pay normal income tax during the specified period.

2.14 Employee Benefits

(a) Short-term / long term obligations

All employee benefits payable wholly within twelve months of rendering the service including performance incentives and compensated absences are classified as short term employee benefits. The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are charged off to the Statement of Profit and Loss/ Capital Work-in-Progress, as applicable. The employee benefits which are not expected to occur within twelve months are classified as long term benefits and are recognised as liability at the net present value.

(b) Defined contribution plan

Contributions to defined contribution schemes such as provident fund and superannuation are charged off to the Statement of Profit and Loss/ Capital Work-in-Progress, as applicable, during the year in which the employee renders the related service.

(c) Defined benefit plan

The defined benefit plans of the Company in the form of retirement benefits include gratuity and leave encashment. Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or on separation as per the Company policy.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bond and that have terms to maturity approximating to the terms of the related gratuity and leave encashment liability.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.



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Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

(d) Other Employees’ benefits

Employee loyalty program is being accounted on paid basis.

2.15 Provisions and contingent liabilities

Provisions - Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities - Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount cannot be made, is termed as contingent liability.

2.16 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Company recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Company’s activities, as described below -

(a) Revenue from sale of goods is recognised when significant risks and rewards of ownership is transferred to the buyer. Export sales are accounted for on the basis of dates of Bill of Lading. Sales are disclosed net of sales tax / VAT, trade discounts and returns, as applicable.

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

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

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

Other Revenue is recognized as follow:

Finance Income - Finance income is recognized as it accrues using the Effective Interest Rate (EIR) method. EIR is the rate that exactly discounts the estimated future cash payment or receipts over the expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Finance income is included in other income in the profit & Loss Account.

Dividend - Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

2.17 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’.

2.18 Leases

As a lessee (Operating lease) :

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases are charged to statement of profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the Lessor’s expected inflationary cost increases.

As a lessor (Finance lease) :

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

The Company’s assessment of whether an arrangement contains a lease is made at the inception of the arrangement, with reassessment occurring in the event of limited changes in circumstances as specified by Appendix C to Ind AS 17 ‘Determining whether an Arrangement contains a Lease’.



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In case of finance leases, where assets are leased out under a finance lease, the present value of the lease receipts is recognised as a finance lease receivable.

For a finance lease, each lease receipt is allocated between the receivable and finance income so as to achieve a constant rate on the finance balance outstanding. The interest element of the lease receipt is recognised in statement of profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the receivable for each period.

2.19 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Whole-time Director and the Chief Financial Officer that makes strategic decisions.

2.20 Earnings per share

Basic earnings per share are computed by dividing the net profit or loss by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company’s earnings per share are the net profit for the year. The weighted average number of equity shares outstanding during the year and for all years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. 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 is adjusted for the effects of all dilutive potential equity shares.

2.21 Cash flow statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

3 CRITICAL ACCOUNTINg ESTIMATES AND JUDgEMENTS

Preparing the financial statements under Ind AS requires management to take decisions and make estimates and assumptions that may impact the value of revenues, costs, assets and liabilities and the related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Impairment of assets

The recoverable amount of an asset or a cash-generating unit is determined based on value-in-use calculations prepared on the basis of management’s assumptions and estimates.

(b) Defined benefit obligations

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

(c) Income taxes

There are transactions and calculations for which the ultimate tax determination is uncertain and would get finalized on completion of assessment by tax authorities. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax on temporary differences reversing within the tax holiday period is measured at the tax rates that are expected to apply during the tax holiday period, which is the lower tax rate or the nil tax rate. Deferred tax on temporary differences reversing after the tax holiday period is measured at the enacted or substantively enacted tax rates that are expected to apply after the tax holiday period.



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(d) Provision

Estimates of the amounts of provisions recognised are based on current legal and constructive requirements, technology and price levels. Because actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take place many years in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes.

The judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

a) when substantially all the significant risks and rewards of ownership of financial assets and lease assets are transferred to other entities

b) whether an asset should be classified as held-for-sale or an operation meets the definition of a discontinued operation

c) whether multiple assets should be grouped to form a single cash-generating unit (where this would affect whether an impairment is recognised).

NOTE NO. - 31FIRST TIME ADOPTION OF INDIAN ACCOUNTINg STANDARDS (IND AS)Transition to Ind ASThese are the Company’s first financial statements prepared in accordance with Ind AS.

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April, 2016, with a transition date of 1st April, 2015. These financial statements for the year ended 31st March, 2017 are the first financials which the Company has prepared under Ind AS. For all periods upto and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance with the previously applicable Indian GAAP (previous GAAP).

The adoption of Ind AS has been carried out in accordance with Ind AS 101, ‘First-time Adoption of Indian Accounting Standards’. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended 31st March, 2017, together with the comparative information as at and for the year ended 31st March, 2016. The Company’s opening Ind AS Balance Sheet has been prepared as at 1st April, 2015, the date of transition to Ind AS.

In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act. An explanation of how the transition from previous GAAP to Ind AS has affected the company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. EXEMPTIONS AND EXCEPTIONS AVAILED In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained

below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Company in restating its previous GAAP financial statements, including the Balance Sheet as at 1st April, 2015 and the financial statements as at and for the year ended 31st March, 2016.

A.1 Ind AS optional exemptions Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous previous GAAP to

Ind AS.

A.1.1 Deemed cost Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the

financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 “Intangible Assets” .

Further, Ind AS 101 permits a first-time adopter to measure an item of property, plant and equipment at the date of transition to Ind AS at its fair value and use that fair value as its deemed cost at that date.

The Company has elected to measure the items of property, plant and equipment and intangible assets at its carrying value at the transition date except for certain class of assets which are measured at fair value as deemed cost.

A.1.2 Investments in subsidiaries The Company has opted para D14 and D15 and accordingly considered the previous GAAP carrying amount of Investments as deemed cost as at the

transition date.



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A.2 Ind AS mandatory exceptions The Company has applied the following exceptions from full retrospective application of Ind AS as mandatorily required under Ind AS 101:

A.2.1 Estimates An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in

accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1st April, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for fair value of freehold and leasehold land in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

A.2.2 Classification and measurement of financial assets Ind AS 101 requires an entity to assess classification and measurement of financial assets (debt instruments) on the basis of the facts and circumstances

that exist at the date of transition to Ind AS. Consequently, the Compny has applied the above assessment based on facts and circumstances exist at the transition date.

B: RECONCILIATIONS BETwEEN PREVIOUS gAAP AND IND AS Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the

reconciliations from previous GAAP to Ind AS.

The presentation requirements under previous GAAP differs from Ind AS and hence the previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The regrouped previous GAAP information is derived based on the audited financial statements of the Company for the year ended 31st March, 2015 and 31st March, 2016.

I. Reconciliation of equity as at date of transition (1st April, 2015)

(` in Lakhs)

PARTICULARS Notes to first-time adoption

Regrouped previous gAAP* Adjustments Ind AS

ASSETSNon-current assets

Property, Plant and Equipment 6 104,287.29 73,689.94 177,977.23 Capital work-in-progress 10 17,480.93 972.43 18,453.36 Intangible assets 151.18 - 151.18 Financial Assets

Investments 105,930.05 - 105,930.05 Loans 10,151.00 - 10,151.00 Other Financial Assets 540.97 - 540.97

Tax Assets (Net) 4 5,594.46 (3,877.99) 1,716.47 Other Non-current Assets 10,663.26 - 10,663.26

254,799.14 70,784.38 325,583.52 Current assets

Inventories 10 18,201.93 (972.43) 17,229.50 Financial Assets

Trade receivables 3 14,782.95 (739.15) 14,043.80 Cash and cash equivalents 5,399.46 - 5,399.46 Bank balances other than Cash and cash equivalents 5,473.42 - 5,473.42 Loans 114,857.24 - 114,857.24 Other Financial Assets 16,454.69 - 16,454.69

Other current assets 6,683.73 - 6,683.73 Assets classified as held for sale 25.00 - 25.00

181,878.42 (1,711.58) 180,166.84 TOTAL ASSETS 436,677.56 69,072.80 505,750.36



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(` in Lakhs)




Equity Share Capital 18,860.38 - 18,860.38 Preference Share Capital 2 6,002.00 (6,002.00) - Other Equity 7 27,565.09 60,752.75 88,317.84

52,427.47 54,750.75 107,178.22 LIABILITIESNon-current liabilities

Financial LiabilitiesBorrowings** 1, 2 273,734.09 (952.82) 272,781.27 Other Financial Liabilities 3,225.45 - 3,225.45

Provisions 309.92 - 309.92 Deferred tax liabilities 4 6,006.75 15,274.87 21,281.62

283,276.21 14,322.05 297,598.26 Current liabilities

Financial LiabilitiesBorrowings 7,404.04 - 7,404.04 Trade payables 40,834.63 - 40,834.63 Other Financial Liabilities 17,911.17 - 17,911.17

Other current liabilities 34,607.68 - 34,607.68 Provisions 216.36 - 216.36

100,973.88 - 100,973.88 TOTAL EQUITY AND LIABILITIES 436,677.56 69,072.80 505,750.36

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

** Including Preference Shares at face value.

II. (A) Reconciliation of equity as at 31st March, 2016

(` in Lakhs)

PARTICULARS Notes to first-timeadoption



Property, Plant and Equipment 6 101,036.25 73,219.55 174,255.80 Capital work-in-progress 10 13,817.46 849.62 14,667.08 Intangible assets 79.36 - 79.36 Financial Assets

Investments 105,930.05 - 105,930.05 Loans 10,151.00 - 10,151.00 Other Financial Assets 647.84 - 647.84

Tax Assets (Net) 4 5,726.80 (3,877.99) 1,848.81 Other Non-current Assets 10,590.29 - 10,590.29

247,979.05 70,191.18 318,170.23



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(` in Lakhs)

PARTICULARS Notes to first-timeadoption


Current assetsInventories 10 7,583.22 (849.62) 6,733.60 Financial Assets

Trade receivables 3 42,035.64 (2,101.78) 39,933.86 Cash and cash equivalents 1,914.56 - 1,914.56 Bank balances other than Cash and cash equivalents 2,746.66 - 2,746.66 Loans 114,857.24 - 114,857.24 Other Financial Assets 12,298.80 - 12,298.80

Other current assets 7,165.41 - 7,165.41 188,601.53 (2,951.40) 185,650.13

TOTAL ASSETS 436,580.58 67,239.78 503,820.36 EQUITY AND LIABILITIESEQUITY

Equity Share Capital 18,860.38 - 18,860.38 Preference Share Capital 2 6,002.00 (6,002.00) - Other Equity 7 (1,331.88) 65,888.85 64,556.97

23,530.50 59,886.85 83,417.35 LIABILITIESNon-current liabilities

Financial LiabilitiesBorrowings** 1, 2 297,053.70 (619.17) 296,434.53 Other Financial Liabilities 3,802.86 - 3,802.86

Provisions 430.13 - 430.13 Deferred tax liabilities 4 - 7,972.10 7,972.10






** Including Preference Shares at face value.



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II. (B) Reconciliation of total comprehensive income for the year ended 31st March, 2016(` in Lakhs)

PARTICULARSNotes tofirst-timeadoption

Regrouped previous gAAP*

Adjustments Ind AS

Revenue from operations 176,451.97 - 176,451.97 Other Income 628.99 - 628.99 Total Revenue 177,080.96 - 177,080.96 Expenses :Cost of Materials Consumed 21,640.29 - 21,640.29 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 5,784.16 - 5,784.16 Excise Duty 23,915.54 - 23,915.54 Employee Benefit Expense 5 5,259.47 (34.72) 5,224.75 Finance Costs 1, 2 35,523.17 333.65 35,856.82 Depreciation and Amortization Expense 6 6,806.89 868.19 7,675.08 Other Expenses 3, 5 113,055.16 964.84 114,019.99 Total Expenses 211,984.68 2,131.96 214,116.63 Profit/ (Loss) before tax (34,903.72) (2,131.96) (37,035.67)Tax expense:Deferred tax 4 (6,006.75) (7,290.76) (13,297.51)Profit/(Loss) after tax (28,896.97) 5,158.80 (23,738.16)Other comprehensive incomeItems that will not be reclassified to profit or loss:Remeasurements of post-employment benefit obligations 5 - (34.72) (34.72)Income tax relating to these items - 12.01 12.01 Other comprehensive income for the year, net of tax - (22.71) (22.71)Total comprehensive income for the year (28,896.97) 5,136.09 (23,760.87)


III. (A) Reconciliation of total equity as at 31st March, 2016 and 1st April, 2015(` in Lakhs)

PARTICULARS Notes to first-time adoption 31st March, 2016 1st April, 2015

Total equity as per Indian gAAP 23,530.50 52,427.47 Ind AS Adjustments: Gain/(Loss)Fair valuation of Land 6 73,689.94 73,689.94 Non-cummulative Preference Share - Liability Component 2 (621.30) (621.30)Interest Expense on Non-cummulative Preference share 2 (74.76) - Amortisation of transaction cost (loan processing fees) on borrowings 1 1,315.23 1,574.12 Amortisation of Leasehold Land 6 (834.68) - Depereciation on general stores capitalised as per Ind AS 6 (33.51) - Reversal of general stores consumption capitalised as per Ind AS 6 397.80 - Provision for Expected Credit Loss(ECL) 3 (2,101.78) (739.15)Deferred tax on above 4 (11,850.09) (19,152.86)Total Ind AS adjustments 59,886.85 54,750.75 Total equity as per Ind AS 83,417.35 107,178.22



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III. (B) Reconciliation of total comprehensive income for the year ended 31st March, 2016(` in Lakhs)

PARTICULARSNotes tofirst-timeadoption

31st March, 2016

Total Comprehensive Income/(loss) as per Indian GAAP (28,896.97)Ind AS Adjustments: Gain/(Loss)Interest Expense on Non-cummulative Preference share 2 (74.76)Amortisation of transaction cost (loan processing fees) on borrowings 1 (258.89)Depereciation on general stores capitalised as per Ind AS 6 (33.51)Amortisation of Leasehold Land 6 (834.68)Reversal of general stores consumption capitalised as per Ind AS 6 397.80 Provision for Expected Credit Loss (ECL) 3 (1,362.64)Deferred tax on above 4 7,302.77 Total Ind AS adjustments 5,136.10 Total Comprehensive Income/(loss) as per Ind AS (23,760.87)

Notes to first-time adoption:Note 1: Borrowings at amortised costAs required under the IND AS 109 transactions costs (Processing Fees) incurred towards origination of borrowings have been deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit and loss over the tenure of the borrowing as finance cost, computed using the effective interest rate method and its corresponding effect being in Long term borrowings.

Under the previous GAAP, these transaction costs were charged to the profit and loss as and when incurred. Consequently, borrowings as at 31st March, 2016 have been reduced by ` 1,315.23 Lakhs (1st April, 2015- ` 1,574.12 Lakhs) with a corresponding adjustment to retained earnings resulting in increase in total equity. The profit under the previous GAAP for the year ended 31st March, 2016 has been reduced by ` 258.88 Lakhs with respect to additional cost.

Note 2: Non Cummulative Preference SharesAs per Indian GAAP, the Non Cumulative Redeemable Preference Shares were classified as equity. Under IND AS, Non-Cumulative Preference shares where payment of dividend is discretionary and which are mandatorily redeemable on a specific date, are classified as compounded Instruments. The fair value of the liabilities portion is determined by discounting amount repayable at maturity using market rate of interest. Difference between proceed receive and fair value of liability on initial recognition is included in shareholder equity, net off income tax effect and not subsequently remeasured. Subsequently liability component of preference share is measured at amortised cost. The Preference Shares are bifurcated into liability and equity component to the extent of Non cumulative divdend.

Consequent to the above:

a) total equity has been decreased by ` 621.30 Lakhs as of 31st March, 2016(1st April, 2015- ` 621.30 Lakhs)

b) increase in borrowings by ` 696.06 Lakhs as on 31st March, 2016 (1st April, 2015- ` 621.30 Lakhs)

c) increase in finance cost by ` 74.76 Lakhs with corresponding decrease in net profit for the year ended 31st March, 2016.

Note 3: Provision for Expected Credit LossesUnder previous GAAP, the provision for impairment of trade receivables consist only in respect of specific amount of incurred loss. Under Ind AS, impairment allowance has been determined based on expected credit loss (ECL) model. Due to this model, the Company impaired its trade receivables by ` 2,101.78 Lakhs as on 31st March, 2016 (1st April 2015- ` 739.15 Lakhs) and the charge to Profit and Loss pertaining to provision for doubtful debts amounts to ` 1,362.64 Lakhs as on 31st March, 2016.

Note 4: Deferred taxUnder previous GAAP, deferred taxes are recognised for the tax effects of timing differences between accounting profit and taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are required to be recognised using the balance sheet approach for future tax consequences of temporary differences between the carrying value of assets and liabilities and their respective tax bases. Further, deferred tax asset shall be recognised for the carryforward of unused tax losses and credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and credits can be utilised as against virtual certainty for future taxable profit as reuired by previous GAAP.



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The various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in relation to these underlying transaction either in retained earnings or a separate component of equity.

Under previous GAAP, MAT credit entitlement was disclosed under loans and advances. In Ind AS, the same is adjusted against deferred tax liability. Accordingly, tax assets have been decreased by ` 3,877.99 Lakhs with the corresponding decrease in deferred tax liability as of 31st March, 2016 and 1st April, 2015.

Note 5: Remeasurements of post-employment benefit obligationsUnder Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended 31st March, 2016 increased by ` 34.72 Lakhs. There is no impact on the total equity as at 31st March, 2016.

Note 6: Property, Plant and Equipment(i) Fair Valuation of Land

On transition date, the Company has fair valued freehold and leasehold land and the amount is credit to retained earnings. Consequent to this:

a) Freehold land is increased by ` 5,752.37 Lakhs as on 31st March, 2016 (1st April, 2015- ` 5,752.37 Lakhs).

b) Leasehold land is increased by ` 67,937.57 Lakhs as on 31st March, 2016 (1st April, 2015- ` 67,937.57 Lakhs). Amortization for the year ended 31st March, 2016 is increased by ` 834.68 Lakhs.

c) Due to the above, total equity has been increased by ` 73,689.94 Lakhs as at 31st March, 2016 (1st April, 2015- ` 73,689.94 Lakhs).

(ii) Stores and spare parts which met the recognition criteria of Property, plant and equipment and put to use during the year are capitalised as against shown as consumption/expenses under previous GAAP. Consequent to this PPE has been increased by ` 397.8 Lakhs as at 31st March, 2016 , depriciation on stores and spares capitalised for year end 31st March, 2016 is ` 33.51 Lakhs decreasing the net profit by same amount for the year then ended.

Note 7: Retained earningsRetained earnings as at 1st April 2015 has been adjusted consequent to the above Ind AS transition adjustments. Refer Note III. (A) for reconciliation of profit and loss as previously reported under IGAAP and IND AS.

Note 8: Other comprehensive incomeUnder Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

Note 9: Cash FlowThe Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended 31st March, 2016 as compared with the previous GAAP

Note 10: Capital work in Progress and Inventories As per Previous GAAP, General Spares were part of inventory. As on date of transition, the spares parts which met the defination and recognition criteria of PPE are transferred to CWIP and capitalised on the basis of put to use in subequent years. Accordingly, ` 849.62 Lakhs of General spares was transferred to CWIP as on 31st March, 2016 (1st April, 2015- ` 972.43 Lakhs).

NOTE NO. - 32The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for are as under : (` in Lakhs)

Particulars 31st March, 2017 31st March, 2016 1st April, 2015 The estimated amounts of contracts and commitments remaining to be executed on capital account and not provided for (net of advances)

794.83 886.76 26,119.53



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NOTE NO. - 33

CONTINgENT LIABILITIES NOT PROVIDED FOR : (` in Lakhs) Sr. No. Particulars 31st March, 2017 31st March, 2016 1st April, 2015

A. Claims against the Companies not acknowledged as debts in respect of various Tax matters :

Customs 3,146.46 3,146.46 3,146.46 Excise 3,139.98 2,753.76 1,149.77 Enrty Tax 429.31 571.32 571.32 Income Tax 2,066.96 2,057.58 3,490.24 Land Tax 1,987.50 1,987.50 1,987.50 Value Added Tax (Various States) 2,394.32 1,991.65 720.35 Rajasthan Sales Tax Incentive Scheme (refer note no. 34) 37,433.39 35,099.24 33,441.62

50,597.92 47,607.51 44,507.26 B. Claims against the Companies not acknowledged as debts in respect of other

matters 9.89 580.53 7.89

C. Letter of Credit opened by banks on behalf of the Company 140.60 138.00 233.64 D. Guarantees given by Banks 440.72 461.14 362.29 E. Corporate Guarantees given to Banks in respect of loans to subsidiaries, step

down subsidiaries, holding Company and its other subsidiaries / step down subsidiaries

236,189.83 241,407.86 229,446.40

Total 287,378.96 290,195.04 274,557.48

NOTE NO. - 34 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 and Hon’ble High Court of Rajasthan, 75% incentive from Sales Tax for sales effected in Rajasthan for 9 years subject to a limit of Eligible Fixed Capital Investment (EFCI) is being availed of. The Company has availed Sales Tax Incentive of ` 20266.98 Lakhs upto 31st March, 2006. The Sales Tax Department filed a revision petition before the Hon’ble Supreme Court, Jodhpur against the order passed by Hon’ble Rajasthan High Court, but the case was decided against the company by the Apex Court. After decision of Hon’ble Supreme Court, the assessing authority raised demand notices amounting ` 41,421.55 Lakhs (` 16,731.80 Lakhs towards tax & ` 24,689.75 Lakhs towards interest). The Company has deposited complete amount of principle tax amount of ` 16,731.80 Lakhs and Interest amout has been challenged in Hon’ble High Court and the matter is sub-judice. The Assessing Authorithy has also raised the interest demand of ` 2,487.10 Lakhs towards delay in payment of principle tax. The company has not made any provision for interest amounting to ` 27,176.84 lakhs (` 24,689.75 Lakhs+ ` 2,487.10 Lakhs).

In another matter, the Company was eligible for EFCI of ` 48,849.53 Lakhs based on applicable guidelines under the Incentive Scheme, but the amount sanctioned by SLSC was ` 28,047.61 Lakhs against which writ petition was pending with the Hon’ble Rajasthan High Court / Hon’ble Supreme Court. The Company has continued to avail the deferment benefit, pending the decision of State Government / Hon’ble High Court / Hon’ble Supreme Court. The case was subsequently decided against the Company by the Apex Court. After disposal of matter by Hon’ble Supreme Court, Commercial Taxes Deptt. has issued demand notice of ` 17,302 Lakhs and the same was completely deposited by the Company. In the said matter, the Commercial Taxes Deptt. has also raised demand of interest amounting ` 3,077.93 Lakhs, which has been challenged by the company in Hon’ble high Court. However, the Company has deposited the demand of interest under protest of ̀ 3,077.93 Lakhs, but the matter is sub-judice. The Commercial Taxes Deptt. has also raised demand of interest amounting to ` 6,868.46 Lakhs, for which applications for waiver of interest have been filed by the Company and the same are pending with the Commissioner, Commercial Taxes Deptt., Jaipur. The company has not made any provision for interest amounting to ` 9,946.39 lakhs (` 6,868.46 Lakhs+ ` 3,077.93 Lakhs).

In addition to above, during the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company had availed deferment of 75% of the VAT / CST liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. The matter is pending for decision. The company has not made any provision for interest amounting to ` 310.15 Lakhs with refernce to ` 3,967.09 Lakhs Tax Demand.



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NOTE NO. - 35 LOANS (` in Lakhs)

Sr. No. Particulars

Security & Repayments/

overdues

31st March, 2017 31st March, 2016 1st April, 2015

Term Loan working Capital Term Loan

Working Capital

Term Loan Working Capital

A. Consortium of Banks & FI Note no. 1 & 4 92,172.97 2,741.28 151,701.45 3,056.97 260,087.93 4,904.04 B. EARC* Trust (Bucket 1) Note no. 1 & 5 213,040.36 - 125,333.57 - - - C. EARC* Trust (Bucket 2) Note no. 2 & 5 1,343.10 - - - - - D. EARC* Trust (Bucket 3) Note no. 3 & 5 32,514.78 - 28,933.13 - - - E. United Bank of India

(Com. Paper)Note no. 2 & 5 - - 1,099.00 - 2,500.00 -

F. Syndicate Bank Note no. 3 & 5 - - - - 22,706.37 - Total 339,071.22 2,741.28 307,067.14 3,056.97 285,294.30 4,904.04

* Edelweiss Asset Reconstruction Company (EARC).

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

& future and second / first paripassu charge on the current assets of the Company, (b) Personal Guarantee of a promoter Director, (c) Pledge of 42.55%, being 80,258,854 Equity Shares of Binani Cement Limited (BCL) held by BIL on first pari passu basis along with the Working Capital Lenders and (d) Corporate Guarantee of BIL.

2 Unsecured term loan from United Bank of India (Commercial paper) - Upon assignment of loan to EARC, the same is restructured and become part of EARC restructured scheme.

3 ` 1,046.32 Lakhs is secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) First pari passu charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

` 10,398.70 Lakhs is secured by a) First pari passu charge on Fixed Assets of the Company both present and future and b) Personal Guarantee of a Promoter Director.

` 8,365.52 Lakhs is secured by Second pari passu charge on the Company’s fixed assets both present and future.

` 10,649.72 Lakhs is secured by a) First pari passu charge on fixed assets of the Company both present & future and b) Corporate Guarantee of Binani Industries Limited.

4 Consourtium of Bank Loans - Loans of ` 84,973.71 Lakhs are repayable in 32 structured quarterly installments beginning from June 30th 2016, ` 7,548.68 Lakhs are payable in 12 structured quarterly installments from June 30th 2016.

There is delay in repayment of ` 6,436.75 Lakhs from 1 day to 9 months and delay in payment of interest of ` 17,501.72 Lakhs from 1 day to 35 months.

5 The term loans / CC and accrued interest thereon from fourteen banks were acquired by Edelweiss Assets Reconstruction Company (EARC) amounting to ` 225,158 lakhs. These debts have been reworked on the basis of restructuring scheme sanctioned vide EARC letter dated 2nd May, 2017. Accordingly, necessary provisions towards interest and conversion into FITL has been made in the books.

6 Term Loans as on 31st March, 2017 are including of Ind AS impact of ` 15,251.50 Lakhs and Term Loans as on 31st March, 2016 & 1st April, 2015 are excluding of Ind AS impact of ` 1,315.23 Lakhs and ` 1,574.12 Lakhs respectively.



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NOTE NO. - 36 ASSETS PLEDgED AS SECURITYThe carrying amounts of assets Pledged as security for current and non-current borrowings are:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Current (First charge/ Second charge/ Exclusive Charge)Financial Assets

Inventories 6,227.25 6,733.60 17,229.50 Trade receivables 57,813.23 39,933.86 14,043.80 Cash and cash equivalents 258.08 1,914.56 5,399.46 Bank balances other than Cash and cash equivalents 3,160.64 2,733.44 5,457.06 Loans 114,857.24 114,857.24 114,857.24 Other financial assets 10,506.61 12,298.80 16,454.69

Non Financial AssetsOther current assets 6,767.49 7,165.41 6,683.73 Assets classified as held for sale - - 25.00

Total current assets pledged as security 199,590.54 185,636.91 180,150.48 Non-Current (First charge/ Second charge/ Exclusive Charge)Property, plant and equipment 167,679.91 174,255.80 177,977.23 Capital work-in-progress 10,204.85 14,667.08 18,453.36 Other intangible assets 15.01 79.36 151.18 Financial assets

Investments 105,930.05 105,930.05 105,930.05 Loans 10,151.00 10,151.00 10,151.00 Other financial assets 1,528.32 647.84 540.97

Non Financial AssetsOther non-current assets 10,430.19 10,590.29 10,663.26

Total non-current assets pledged as security 305,939.33 316,321.42 323,867.05 Total assets pledged as security 505,529.87 501,958.33 504,017.53

NOTE NO. - 37:FAIR VALUE MEASUREMENTSThe fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, security deposit, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

There is no signiticant variations in rate of interest applicable on Non-current borrowings and current borrowing rate. Hence, fair value of these borrowing approximates to their carrying amounts.

There are no assets and liabilities carried that are measured at fair value.



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Financial instruments by category : (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015

Amortised Cost Financial assets (Non-Current)

Investments 105,930.05 105,930.05 105,930.05 Loans 10,151.00 10,151.00 10,151.00 Other financial assets 1,528.32 647.84 540.97

Financial assets (Current) Trade receivables 57,813.23 39,933.86 14,043.80 Cash and cash equivalents 258.08 1,914.56 5,399.46 Bank balances other than Cash and cash equivalents 3,168.33 2,746.66 5,473.42 Loans 114,857.24 114,857.24 114,857.24 Other Financial Assets 10,506.61 12,298.80 16,454.69

Total financial assets 304,212.86 288,480.01 272,850.63 Financial liabilities (Non-Current)

Borrowings 327,186.99 296,434.53 272,781.27 Other financial liabilities 3,578.12 3,802.86 3,225.45

Financial liabilities (Current) Borrowings 3,441.28 4,503.06 7,404.04 Trade payables 57,353.29 52,816.27 40,834.63 Other Financial Liabilities 31,758.90 20,804.77 17,911.17

Total financial liabilities 423,318.58 378,361.49 342,156.56

NOTE NO. - 38

MANAgERIAL REMUNERATION (` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 Salary 22.27 36.86 Contribution to Provident Fund 1.24 - Perquisites 1.23 7.47 TOTAL 24.74 44.32

NOTE NO. - 39REMUNERATION TO AUDITORS (` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 Statutory Auditors

As Auditor 20.00 18.00 For tax audit 4.00 6.00 For other services 4.00 6.01 For certifications / others - 7.10 For reimbursement of expenses 0.84 2.28

TOTAL 28.84 39.39 Cost Auditors

As Auditor 1.00 1.00 For certifications / others - 0.13 For Reimbursement of expenses - 0.20

TOTAL 1.00 1.33



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NOTE NO. - 40The Company is still in the process of identifying MSME parties as per the (‘The Micro Small & Medium Enterprises Development Act 2006’) and accordingly no provision of interest has been made during the year, (previous year nil) in the books of accounts. The applicable interest is being paid as and when claimed by any of the enterprise covered under MSME Act, 2006.

NOTE NO. - 41INCOME TAXESI. Tax expense recognised in the Statement of Profit and Loss

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016

A. Current taxCurrent Tax on taxable income for the year - - Total current tax expense - -

B. Deferred taxDecrease/ (increase) in deferred tax assets (7,962.30) (13,297.51)Total deferred tax expense/(benefit) (7,962.30) (13,297.51)

C. Total tax expense/(benefit) - (A+B) (7,962.30) (13,297.51)

II. A reconciliation of the income tax expenses to the amount computed by applying the statutory income tax rate to the profit before income taxes is summarized below: (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 Enacted income tax rate in India applicable to the Company 34.608% 34.608%

A. Profit/ (Loss) before tax (42,721.96) (37,035.67)B. Current tax expenses on Profit/ (Loss) before tax expenses at the enacted income tax rate in

India (14,785.22) (12,817.30)

C. Tax effect of the amounts which are not deductible/(taxable) in calculating taxable income :Depreciation 698.26 269.52 Corporate social responsibility expenditure 5.25 6.44 Adjustments for current tax of prior periods (290.70) (8,228.15)Interest on delayed TDS 26.14 20.15 Dividend received 0.84 - Tax losses for which no deferred income tax was recognised - 6,649.22 Other items (Ind AS Impact) 6,405.65 737.83 Others (22.54) 64.78

6,822.92 (480.21)Total tax expense/(benefit) - (B+C) (7,962.30) (13,297.51)

D. Efffective Tax Rate- (C/A) 18.637% 35.905%



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III. Current tax Liabilities/ (Assets)

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 Opening Balance

Provision of Tax 3,421.90 17,749.72 Advance Tax (5,270.71) (19,466.19)

Opening Advance Tax (Net) (1,848.81) (1,716.47)Add: Current tax payable for the year - - Less: Taxes Paid (97.06) (132.33)Add/(Less): Adjustments on completion of assessments

Provision of Tax (3,286.53) (14,327.82)Advance Tax 3,286.53 14,327.82

Closing BalanceProvision of Tax 135.36 3,421.90 Advance Tax (2,081.23) (5,270.71)

Closing Advance Tax (Net) (1,945.86) (1,848.81)

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

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015

a) Deferred Tax Liability Difference in WDV of assets as per books & Income Tax 19,506.01 36,877.73 37,256.02 Preference share - liability component - 1,836.28 1,862.15 Unamortised Loan processing cost - 455.17 544.77 Provision for Debtors - (727.38) (255.80)Total (a) 19,506.01 38,441.80 39,407.14

b) Deferred Tax AssetDisallowance under Income Tax Act, 1961 (19,235.98) (19,107.53) (13,029.47)Unabsorbed Depreciation and Business Loss (16,670.43) (7,484.19) (1,218.06)MAT Credit Entitlement - (3,877.99) (3,877.99)Total (b) (35,906.40) (30,469.70) (18,125.52)Deferred Tax Liability/ (Assets) - (a+b) (16,400.39) 7,972.10 21,281.63 Less: Provided upto last year - Liability / (Assets) 7,972.10 21,281.63 - Deferred Tax for the year - Liability / (Assets) (24,372.50) (13,309.52) 21,281.63 Recognised in P&L for the year - Liability / (Assets) * (7,972.10) (13,309.52) -

* Deferred Tax Asset on account of unabsorbed depreciation and business loss has been recognised in the statement of profit & loss to the extent it can be realised against reversal of deferred tax liability as on 31st March 2016 i.e. ` 7,972.10 Lakhs.

NOTE NO. - 42The Company’s committee of Whole-time Director and Chief Financial Officer examine the Company’s performance. Presently, the Company is engaged in only one segment viz ‘Manufacturing of Cement & Clinker’ and as such, there is no separate reportable segment as per Ind AS 108 ‘Operating Segments’. Presently, the Company’s operations are predominantly confined in India.

NOTE NO. - 43FINANCIAL RISK MANAgEMENTRisk management framework - The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls,



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and to monitor such risks and compliance with same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk assessment and management policies and processes.

The Company has exposure to the following risks arising from financial instruments:

• Credit risk,

• Liquidity risk and

• Market risk

(A) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations,

and arises principally from the Company’s receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Trade receivables -

The Company’s exposure to credit risk is determined by the individual characteristics and specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

(i) Expected credit loss for the trade receivables under simplified approach

As at 31st March, 2017:

Aging Unit 0-90 days past due

91 - 180 days past due


More than 365 days past due Total

Gross carrying amount ` in Lakhs 1,404.99 5,408.87 31,770.47 22,271.71 60,856.03 Expected loss rate % 5% 5% 5% 5% 5%Expected credit losses (Loss allowance provision)

` in Lakhs 70.25 270.44 1,588.52 1,113.59 3,042.80

Carrying amount of trade receivables (net of impairment)

" 1,334.74 5,138.43 30,181.94 21,158.12 57,813.23






Gross carrying amount ` in Lakhs 9,892.75 9,616.49 14,615.51 7,910.90 42,035.64 Expected loss rate % 5% 5% 5% 5% 5%Expected credit losses (Loss allowance provision)

` in Lakhs 494.64 480.82 730.78 395.55 2,101.78


" 9,398.11 9,135.66 13,884.74 7,515.36 39,933.86

As at 1st April 2015:





Gross carrying amount ` in Lakhs 8,464.58 3,106.96 3,188.68 22.72 14,782.94 Expected loss rate % 5% 5% 5% 5% 5%Expected credit losses (Loss allowance provision)

` in Lakhs 423.23 155.35 159.43 1.14 739.15


" 8,041.35 2,951.62 3,029.25 21.58 14,043.80



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(ii) Movement in provisions of doubtful debts – Trade receivables : (` in Lakhs)

Reconciliation of loss allowance 31st March, 2017 31st March, 2016 Opening Provision 2,101.78 739.15 Add; Additional provision made 941.02 1,362.64 Less: Provision write off - - Less: Provision reversed - - Closing Provision 3,042.80 2,101.78

(B) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate

amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies of the Company in accordance with practice and limits set by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

(i) Financing arrangements -

The Company had access to the following undrawn borrowing facilities at the end of the reporting period:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Floating rate

Expiring within one year (bank overdraft and other facilities) 2.99 325.32 848.44 Expiring beyond one year (bank loans) - 763.55 3,000.55

Total 2.99 1,088.88 3,848.99 (ii) Maturities of financial liabilities -

The tables below analyse the Company’s financial liabilities into relevant maturity Companyings based on their contractual maturities for:

• all non-derivative financial liabilities, and

• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

As at 31st March, 2017: (` in Lakhs)

Contractual maturities of financial liabilities Less than 3 months

3 months to 6 months

6 months to 1 year 1 to 4 Years 4 to 7 Years Beyond 7

Years Total

Non-derivativesBorrowings* 11,477.05 1,590.46 3,037.58 147,672.44 178,734.98 779.58 343,292.08 Trade payables 51,333.94 6,019.35 - - - - 57,353.29 Others 19,095.09 - - - - 3,578.12 22,673.21

Total non-derivative liabilities 81,906.08 7,609.81 3,037.58 147,672.44 178,734.98 4,357.70 423,318.58



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As at 31st March, 2016: (` in Lakhs)




Years Total

Non-derivativesBorrowings* 6,973.71 2,470.65 4,941.29 109,477.56 102,408.75 84,548.21 310,820.17 Trade payables 47,477.40 5,338.87 - - - - 52,816.27 Others 10,922.19 - - - - 3,802.86 14,725.05

Total non-derivative liabilities 65,373.29 7,809.52 4,941.29 109,477.56 102,408.75 88,351.07 378,361.49

As at 1st April, 2015: (` in Lakhs)




Years Total


Total non-derivative liabilities 56,442.39 3,576.20 6,131.25 63,827.69 105,604.49 106,574.53 342,156.56 * Includes current maturities of Long term borrowings.

(C) Market risk(i) Foreign currency risk The group does not have material revenue from overseas operations. However, the entity makes imports of coal, machinery and spares. Foreign currency

risk, as defined in Ind AS 107, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.

While the company has direct exposure to foreign exchange rate changes on the price of non-Indian Rupee-denominated securities and borrowings, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of companies in which the Group invests. For that reason, the below sensitivity analysis may not necessarily indicate the total effect on the Group’s net assets attributable to holders of equity shares of future movements in foreign exchange rates.

The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The objective of the Company’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company’s exposure to, and management of, these risks is explained below:

a. Foreign currency risk exposure: (` in Lakhs)

PARTICULARS Currency 31st March, 2017 31st March, 2016 1st April, 2015 Trade Payables

Coal USD 6,140.06 8,858.94 4,215.18 Machinery USD 8.51 8.70 8.22 Spares DKK - 0.98 69.06 Spares USD 0.10 0.11 0.10 Spares EURO - 3.82 108.93

Advance from Customer (Binani Cement Factory LLC, Dubai) USD 3,265.00 3,338.50 - Net exposure to foreign currency risk 9,413.67 12,211.04 4,401.49



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b. Sensitivity: A change of 5% in Foreign currency would have following Impact on profit before tax -

(` in Lakhs)

PARTICULARS Impact on profit befre tax

31st March, 2017 31st March, 2016 Foreign Currency Sensitivity

INR/ Foreign Currency - Increase by 5% (470.68) (610.55)INR/ Foreign Currency - Decrease by 5% 470.68 610.55

(ii) Cash flow and fair value interest rate risk Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During

31 March 2017 and 31 March 2016, the Company’s borrowings at fixed rate were mainly denominated in INR.

The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

In order to optimize the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

a. Interest rate risk exposure: The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Variable rate borrowings 62,233.54 64,392.57 84,460.37 Fixed rate borrowings 279,578.95 245,731.55 205,737.97 Total 341,812.49 310,124.12 290,198.34

b. Sensitivity: Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates. Other components of equity change

as a result of an increase/decrease in the fair value of the cash flow hedges related to borrowings.

(` in Lakhs)

PARTICULARS Impact on profit before tax *

31st March, 2017 31st March, 2016 Interest rates – increase by 100 basis points (800.92) (748.50)Interest rates – decrease by 100 basis points 793.70 739.05 * Holding all other variables constant.

NOTE NO. - 44CAPITAL MANAgEMENTRisk management - The Company’s objectives when managing capital are to safeguard the company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the balance sheet). Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt.



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The gearing ratios as at the period ends were as follows:

PARTICULARS Unit 31st March, 2017 31st March, 2016 1st April, 2015 Net Debt (i) ` in Lakhs 361,587.29 321,419.58 297,552.82 Total Equity (ii) " 48,639.16 83,417.35 107,178.22 Over all financing (iii) = (i) + (ii) " 410,226.45 404,836.93 404,731.04 Debt/ Equity Ratio (iv) = (i) / (ii) Times 7.43 3.85 2.78 Gearing Ratio (v) = (i) / (iv) " 0.88 0.79 0.74

NOTE NO. - 45Related Party disclosure as per Ind AS 24 “Related Party Disclosures” :

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

(As certified by the Management) :

(` in Lakhs)Particulars Holding

CompanySubsidiary/ stepdown

subsidiary / Associates

Fellow Subsidiary

Key Management Personnel (KMP)/ Relatives of KMP/ Enterprises where Key Management Personnel has got

significant influence

Total

A. TRANSACTIONSSale of Cement

G D Binani Charitable Foundation - - - - - - - - (16.16) (16.16)

Advance Received Against Sale Order of ClinkerBinani Cement Factory Dubai LLC - - - - -

- (3,191.25) - - (3,191.25)Short term Advance Received

Binani Industries Limited 700.00 - - - 700.00 - - - - -

Service Charges for office facilities/ vehicle etc.Triton Trading Co. Pvt. Limited - - - 160.05 160.05

- - - (145.65) (145.65)Service Charges for office facilities/ vehicle etc.

Binani Industries Limited 33.43 - - - 33.43 (31.56) - - - (31.56)

Service Charges for Advertisement/ Sales Promotion, etc.Asian & Media Magix (Div. of Binani Industries Ltd.) 747.10 - - - 747.10

(2,593.82) - - - (2,593.82)Service Charges for Advertisement/ Sales Promotion, etc.

Asian Industry (Div. of Binani Metals Ltd.)# - - - - - (24.50) - - - (24.50)

Execution of transportation / other services contract Dhaneshawar Solution - A Division of Binani Industries Ltd. 12,265.28 - - - 12,265.28

(21,531.00) - - - (21,531.00)



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Fellow Subsidiary



Total

Interest ExpensesBinani Industries Limited 83.53 - - - 83.53

(75.87) - - - (75.87)Triton Trading Co. Pvt. Limited - - - 10.16 10.16

- - - - - Service Charges for Manpower Supply

Nirbhay Management Services Private Limited - - 759.58 - 759.58 - - (768.85) - (768.85)

Inter Corporate Deposit receivedBinani Industries Limited - - - - -

(1,150.00) - - - (1,150.00)Directors Sitting Fees

Mr. Braj Binani - - - 1.00 1.00 - - - (1.35) (1.35)

Loans and advances Given/ (recovered)Shandong Binani Rong'An Cement Co. Ltd., China (SBRCC)

- 4.74 - - 4.74

- (1.85) - (1.85)Binani Cement Factory Dubai LLC - 0.23 - - 0.23

- (0.15) - - (0.15)

B. BALANCE AS AT 31ST MARCH 2017ASSETSInvestments / Advance for Investments

Krishna Holdings Pte. Ltd. - 18,415.25 - - 18,415.25 (18,415.25) (18,415.25)

Mukundan Holdings Ltd. - 45,015.69 - - 45,015.69 - (45,015.69) - - (45,015.69)

Murari Holdings Ltd. - 35,688.38 - - 35,688.38 - (35,688.38) - - (35,688.38)

Bhumi Resources (Singapore) Pte. Ltd. - 6,797.53 - - 6,797.53 - (6,797.53) - - (6,797.53)

Swiss Merchandise Pvt. Ltd. - 5.00 - - 5.00 - (5.00) - - (5.00)

Merit Plaza Ltd. - 5.00 - - 5.00 - (5.00) - - (5.00)

Binani Energy Pvt. Ltd. - 3.18 - - 3.18 - (3.18) - - (3.18)



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Fellow Subsidiary



Total

Loans and AdvancesSwiss Merchandise Infrastructure Ltd. - 5,821.00 - - 5,821.00

- (5,821.00) - - (5,821.00)Merit Plaza Ltd. - 4,330.00 - - 4,330.00

- (4,330.00) - - (4,330.00)Triton Trading Co. Pvt. Ltd. - - - 56.40 56.40

- - - (15.68) (15.68)Binani Industries Ltd. 0.65 0.65

(0.12) (0.12)

Other Current AssetsInterest ReceivableBinani Industries Ltd. 10,285.17 - - - 10,285.17

(12,114.97) - - - (12,114.97)Other Receivables

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

- 3.34 - - 3.34

- - - - - Inter Corporate Deposit given

Binani Industries Ltd. 114,857.24 - - - 114,857.24 (114,857.24) - - - (114,857.24)

LIABILITIESTrade Payables

Asian Industry (Div. of Binani Metals Ltd.)# - - - - - (29.74) - - - (29.74)

Asian & Media Magix (Div. of Binani Industries Ltd.) 960.46 - - - 960.46 (2,277.71) - - - (2,277.71)

Dhaneshawar Solution - A Division of Binani Industries Ltd.

2,065.06 - - - 2,065.06

(1,865.71) - - - (1,865.71)Nirbhay Management Services Private Limited - - 974.09 - 974.09

- - (444.70) - (444.70)Binani Industries Limited 37.19 - - - 37.19

(28.55) - - - (28.55)



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Fellow Subsidiary



Total

Non-cumulative preference share borrowings (Long term)

Binani Industries Limited 779.58 - - - 779.58

(696.06) - - - (696.06)

Other Payables

Binani Industries Limited 700.00 - - - 700.00

- - - - -

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

- - - - -

- (1.41) - - (1.41)

Binani Cement Factory Dubai LLC - 3,265.00 - - 3,265.00

- (3,338.73) - - (3,338.73)

G D Binani Charitable Foundation - - - 0.22 0.22

- - - (0.22) (0.22)

(Figures in bracket pertain to previous year)

# Binani Metals Limited has been merged with Binani Industries Limited w.e.f. 01.04.2015 vide H’onble Kolkata High Court order dated 21.01.2016.

Note:

1 The remuneration paid to key management personnel Mr. Darshan Lal - ` 24.74 Lakhs (Previous Year ` nil), Mr. Jotirmoy Ghose - ` nil (Previous Year ` 44.32 Lakhs), Mr. Devendra Mehta - ` 71.23 Lakhs (Previous Year ` nil), Mr. V. Srikrishnan ` nil (Previous Year ` 15.64 Lakhs), Mr. Amit Kumar Gupta - ` nil (Previous Year ` 39.90 Lakhs).

2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in note no. 35.

3 Guarantee given by the Company to Banks for loans given to related parties are disclosed in note no. 33 E.

4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Subsidiaries / step down subsidiaries where control exists : Krishna Holdings Pte Limited, Mukundan Holdings Limited, Murari Holdings Limited, Swiss Merchandise Infrastructure Ltd., Merit Plaza Ltd., Bhumi Resources (Singapore) Pte Limited, Binani Ready Mix Concrete Limited, BC Tradelink Limited, Binani Cement Tanzania Ltd., Binani Cement (Uganda) Ltd.*, PT Anggana Energy Resources, Shandong Binani Rong’an Cement Company Limited (SBRCC), Binani Cement Factory LLC (BCF), Binani Energy Pvt. Ltd., Binani Cement Fujairah LLC.

c) Fellow Subsidiary : Edayar Zinc Limited (EZL) – Formerly Binani Zinc Ltd. (BZL), Goa Glass Fibre Limited (GGFL), BIL Infratech Ltd., 3B Binani Glassfibre S.a.r.l. (3B Binani), Royalvision Projects Pvt. Ltd. (RPPL), Royalvision Infratech Private Limited**, Royalvision Concrete Private Limited**, RBG Minerals Industries Limited, Global Composites Holdings Inc. (formerly CPI Binani Inc.), Binani Global Cement Holdings Private Limited***, Project Bird Holding II S.a.r.l (PBH II), 3B Fiberglass SPRL, 3B-Fibreglass A/S and Tunfib S.a.r.l., Nirbhay Management Services Private Limited, Narsingh Management Services Private Limited.

d) Key Management Personnel : Mr. Braj Binani, Mr. Jotirmoy Ghose (upto 25.01.2017), Mr. Darshan Lal (w.e.f. 27.01.2017), Mr. Devendra Mehta (w.e.f 02.05.2016), Mrs. Vaishali Vyas (w.e.f. 29.07.2016), Mr. S. Sridhar, Dr. (Mrs.) Sangeeta Pandit and Mrs. Sudha Navandar.



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e) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani with Triton Trading Co. Pvt. Ltd.

f) Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).

* These Companies are under liquidation. ** strike off. *** under strike off route.

5 The company has given Inter-Corporate Deposits (Including interest receivable) to its Holding Company amounting to ` 1,25,142.41 Lakhs, as per Management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the company in its board meeting have decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited effective April 01, 2015. The company has received appropriate opinion to ensure its compliance with the statutory regulations.

NOTE NO. - 46EARNINg PER SHARE IS CALCULATED AS FOLLOwS:

PARTICULARS 31st March, 2017 31st March, 2016

A. Profit/ (Loss) attributable to the equity holders of the company (` Lakhs) (34,759.66) (23,738.16)

B. Equity shares outstanding as at the year end (in Nos.) 188,601,274 188,601,274

C. 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

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

E. Earning Per Share (Basic and Diluted) (in `) (18.43) (12.59)

NOTE NO. - 47

EMPLOYEE BENEFITS :

a) Defined Contribution Plans :

During the year the Company has recognised ` 259.34 Lakhs (Previous Year ` 268.82 Lakhs) in the Profit and Loss Account on account of defined contribution plans i.e. Employers Contribution to Provident Funds and ESIC.

b) Defined benefit plans : as per actuarial valuation on 31st March, 2017

(i) gratuity : The Company provides for gratuity to employees in India as per the payment of Gratuity Act, 1972. Employees who are in continous service for a period of 5 years are elegible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

The amounts recognised in the balance sheet and the movements in the defined obligation and plan assets for the years are as follows:

I. Amount Recognised in the Balance Sheet

(` in Lakhs)


Present value of Defined Benefit Obligation 892.60 814.65 750.02

Fair value of plan assets 362.07 431.43 487.28

Defined benefit obligation net of plan assets 530.53 383.22 262.74

* Defined Benefit plan are funded.



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II. Movement in Plan Assets and Obligations

(` in Lakhs)


Present value of obligation

Fair value of plan assets Net amount Present value

of obligationFair value of plan assets

Net amount

Balance as on 1st April 814.65 431.43 383.22 750.02 487.28 262.74

Current Service cost 87.28 - 87.28 84.74 - 84.74

Interest expense/(income) 67.37 (35.68) 31.69 60.00 (38.98) 21.02

Total amount recognised in the Statement of Profit & Loss

154.66 (35.68) 118.98 144.74 (38.98) 105.76

Remeasurements

Return on plan assets, exclu. amount included in interest exp./(income)

- (27.46) 27.46 - 3.41 (3.41)

(Gain)/ loss from change in demographic assumptions

- - - - - -

(Gain)/ loss from change in financial assumptions 90.32 - 90.32 (19.53) - (19.53)

Experience (gains)/ losses (89.45) - (89.45) 57.66 - 57.66

Total amount recognised in other comprehensive income

0.88 (27.46) 28.34 38.13 3.41 34.72

Employer contributions - - - - 20.00 (20.00)

Benefit payments (77.58) (77.58) - (118.24) (118.24) -

Balance as on 31st March 892.60 362.07 530.53 814.65 431.43 383.22

III. Major category of plan assets are as follows : (` in Lakhs)


% Amount % Amount % Amount

Unquoted

Insurance Fund 100% 362.07 100% 431.43 100% 487.28

Total 100% 362.07 100% 431.43 100% 487.28

IV. Significant estimates: Actuarial assumptions are as follows :


Discount Rate 7.20% 8.27%

Rate of increase in compensation levels 7.00% 7.00%

Rate of Return on Plan Assets 7.20% 8.27%

V. Demographic Assumptions Mortality in Service : Indian Assured Lives Mortality (2006-08) Ultimate table Mortality in Retirement : LIC New Group Gratuity Cash Accumulation

Plan (NGGCA).



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VI. Sensitivity analysis The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

(` in Lakhs)

PARTICULARSChange in assumptions

Impact on defined benefit obligation

Increase in assumptions Decrease in assumptions

31st March, 2017

31st March, 2016

31st March, 2017

31st March, 2016

31st March, 2017

31st March, 2016

Discount rate +1 %/-1 % +1 %/-1 % (84.86) (71.75) 99.33 80.73

Rate of increase in compensation levels

+1 %/-1 % +1 %/-1 % 98.53 80.95 (85.74) 73.14

PARTICULARS 31st March, 2017 31st March, 2016 Expected average remaining working lives of employees in years

16 16

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

VII. the Defined Benefit obligation shall mature after the end of reporting period is as follows : Expected contributions to post-employment benefit plans for next 12 months are ` 189.24 Lakhs.

The expected maturity analysis of undiscounted plans is as follows :

(` in Lakhs)


Less than a year 40.61 40.61

Between 1-2 Years 76.97 76.97

Between 2-5 Years 121.13 121.13

Over 5 years 322.09 322.09

Total 560.80 560.80

(ii) Leave Encashment Disclosure Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Indian Accounting Standard 19. Actuarial value of

liability is ` 333.39 Lakhs (Previous Year ` 291.70 Lakhs) based upon following assumptions :


Discount Rate 7.20% 8.00%

Rate of increase in compensation levels 7% 7%

c) The Company has not considered any provision towards employee loyalty program as the same is accounted on payment basis. During the year ` 26.92 Lakhs (Previous Year ` 7.46 Lakhs) has been paid towards loyalty program.



83

NOTE NO. - 48OPERATINg LEASEa) Future Lease Rental payments (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 i) Not later than one year - 6.46 21.72 ii) Later than one year and not later than five years - - 0.85 iii) Lather than five years - - -

b) Operating lease payment recognised in Profit & Loss Account amounting to ` 535.93 Lakhs (Previous Year ` 539.67 Lakhs).

c) General description of the leasing arrangement:

i) Leased Assets: Car, Godowns and Office.

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

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

NOTE NO. - 49Disclosure in respect of Specified Bank Notes held and transacted : (` in Lakhs)

PARTICULARS Specified BankNotes (SBNs)*

Otherdenominationnotes & Coins

Total

Closing cash in hand as on 08.11.2016 3.71 0.95 4.66 (+) Permitted receipts/ Withdrawal - 10.57 10.57 (-) Permitted payments - 8.95 8.95 (-) Amount deposited in Banks 3.71 - 3.71 Closing cash in hand as on 30.12.2016 - 2.58 2.58

* Specified Bank Notes is defined as Bank Notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees.

NOTE NO. - 50Trade Receivables of ` 471.28 Lakhs (Previous Year ` 881.35 Lakhs) have been netted off against advance received towards those sales and the excess of advance over such receivables amounting to ` 73.51 Lakhs (Previous Year ` 48.62 Lakhs) has been shown under other current liability. Such advances are settled after full amount is received from the debtors.

NOTE NO. - 51The Competition Commission of India (CCI) vide its order dated June 20, 2012 had imposed a penalty of ̀ 16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. The Company had filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid Order of CCI. The COMPAT,vide its order dated 11/12/2015, has set aside the order passed by the CCI and directed the CCI to hear the matter afresh. The CCI has again passed the same order on September 13, 2016 as passed earlier and now the matter is under consideration of COMPAT.

NOTE NO. - 52During the current year, the Company has made provision in the books towards compliance / fulfilment of Renewable Power Obligation (RPO) as per the guidelines of Rajasthan Electricity Regulatory Commission (RERC) and orders passed by Electricity Regulatory Commissions.

NOTE NO. - 53The company has not achieved the target as required by the Perform Achieve & Trade (“PAT”) cycle 1 (FY 2012-2015) as per the assessment carried by external auditor monitoring and verification. The company has not made any provision which may arise, as the company is of the contention no demand has been raised as of the balance sheet date.

NOTE NO. - 54Trade deposits includes deposits mainly from Dealers and Market Organizers, have classified as a long term liability, keeping in the view the arrangement with them considering long term business associations.



84

NOTE NO. - 55The Company had spent an amount of ` 13.04 Lakhs in the financial year 2014-15, towards CSR expenditure as against required to be spent amounting to ` 49.39 Lakhs. Out of the remaining unspent amount of ` 36.35 Lakhs continues to be carried forward in the previous year, out of which ` 18.60 Lakhs have been spent towards community welfare activities. Further, the remaining unspent amount of ` 17.75 Lakhs continues to be carried forward in the current year, out of which ̀ 15.18 Lakhs have been spent towards community welfare activities. Due to continuous losses in the previous three financial years, the Company is not required to spent any additional amount on CSR activities during the current year and previous year.

NOTE NO. - 56EVENTS OCCURINg AFTER BALANCE SHEET DATEBorrowings - The term loans / CC and accrued interest thereon from fourteen banks were acquired by Edelweiss Assets Reconstruction Company (EARC) amounting to ` 225,158 lakhs. These debts have been reworked on the basis of restructuring scheme sanctioned vide EARC letter dated 2nd May 2017. Accordingly, necessary provisions towards interest and conversion into FITL has been made in the books.

No events or transactions have occurred except above 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. - 57Previous year figures have been regrouped / rearranged wherever necessary to conform with the figures of the current year.












85

STANDALONE CASH FLOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017(` in Lakhs)



A. CASH FLOw FROM OPERATINg ACTIVITIESProfit/ (Loss) before tax (42,750.30) (37,070.39)Adjustments for :

Depreciation/Amortisation 7,569.90 7,675.08Interest and Finance Charges 42,851.15 35,856.82Unrealised Exchange Rate Fluctuation (net) (211.77) 581.18(Profit)/ Loss on Sale/Discard of Property, Plant and Equipment (PPE) (0.18) 125.39Provision for doubtful debts 941.02 1,362.64Dividend Received (2.43) -Interest Income (255.91) (369.64)

Operating Profit before working capital changes 8,141.48 8,161.07Adjustments for :

Inventories 506.37 10,618.69Trade and Other Receivables (19,275.20) (27,942.08)Trade and Other Payables 6,199.51 10,332.79

Cash generated from Operations (4,427.84) 1,170.47Direct Taxes Paid / Refunds (97.06) (132.33)Net Cash flow from / (used in) Operating Activities (4,524.90) 1,038.14

B. CASH FLOw FROM INVESTINg ACTIVITIESPurchase of PPE 3,532.57 (250.61)(including capital work-in-progress)Sale / Transfer of PPE 0.18 0.19Interest and Dividend Income Received 1,999.84 4,650.22Other Advances 191.50 74.62Fixed deposit with banks (435.65) 2,698.12Net Cash flow from / (used in) Investing Activities 5,288.44 7,172.54

C. CASH FLOw FROM FINANCINg ACTIVITIESProceeds from / transfer of Long Term Borrowings 96,740.53 162,552.26Repayment of Long Term Borrowings (63,206.85) (139,303.65)Dividend / Dividend Distribution Tax Paid/ Unpaid Dividend transferred to IEF 5.53 3.14Short Term Advance/ Inter Corporate Deposit (net) 700.00 -Proceeds from Trade Deposits (224.74) 577.41Interest and Finance Charges Paid (34,672.72) (32,276.67)Proceeds from Short Terms Borrowings - 575.00Repayment of Short Terms Borrowings (1,446.09) (1,976.00)Net Cash flow from / (used in) Financing Activities (2,104.34) (9,848.51)

D. NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (1,340.79) (1,637.83)E. CASH AND CASH EQUIVALENTS AS AT BEgINNINg OF THE YEAR (1,142.41) 495.42F. CASH AND CASH EQUIVALENTS AS AT END OF THE YEAR (2,483.20) (1,142.41)Cash and Cash Equivalents as per above comprises of the following:

Cash and Cash Equivalents (Refer Note no. 8) 258.08 1,914.56Bank Overdrafts (Refer Note no. 18) (2,741.28) (3,056.97)Balances as per statement of Cash Flows (2,483.20) (1,142.41)

The accompanying notes are integral part of the financial statements.Notes: 1 Cash Flow Statement has been prepared under the indirect method as set out in the Indian Accounting Standard (Ind AS) 7 "Statement of Cash Flows". 2 Cash & Cash Equivalents includes ` 23.51 Lakhs (Previous year ` 59.70 Lakhs) in respect of bank accounts freezed by Govt. Authorities, the balance of which is not

available to the Company. 3 Previous year figures have been recast / regrouped whereever considered necessary.











86

To,

The Members of Binani Cement Limited Report on the Consolidated Ind AS Financial StatementsWe have audited the accompanying consolidated Ind AS financial statements of Binani Cement Limited (hereinafter referred to as “the Company”) and its subsidiaries / jointly controlled entity (collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2017, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income) and the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (together hereinafter referred to as “consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS financial StatementsThe Company’s Board of Directors is responsible for the preparation of these Consolidated Ind AS Financial Statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, and consolidated cash flows and consolidated statement of changes in equity of Group in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its Associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Company, as aforesaid.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required

INDEPENDENT AUDITOR’S REPORT

to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated Ind AS 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements of the subsidiaries, associates and jointly controlled entities referred to below in the Other Matters paragraph, the aforesaid consolidated Ind AS 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 including Ind AS, of the consolidated state of affairs of the Group and its associates and jointly controlled entities as at 31st March, 2017, and their consolidated profit, consolidated total comprehensive income, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.

Emphasis of MattersWe draw attention to the following matters in the Notes to the consolidated Ind AS financial statements:

1. We draw attention to Note no. 32 to the consolidated Ind AS financial statements, relating to Sales Tax Matters as per


87

the orders, there is liability on the Company for total interest of ` 37,123.23 Lakhs as on March 31, 2017 (Previous Year – ` 35,099.24 Lakhs). The Company has filed writ petition / waiver application in the Hon’ble High Court / with concerned authority. The Company has paid ` 3,077.93 Lakhs (Previous Year - ` 3,077.93 Lakhs) under protest. The management is of the view that it has a good case of getting waiver for interest and hence provision of interest is not required.

2. With reference to Note no. 31, relating to the consolidated Ind AS financial statements regarding corporate guarantees aggregating of ` 214,666.29 Lakhs (Previous Year - ` 216,233.44 Lakhs) issued by the Company to banks and financial institutions in respect of loans given to the Holding Company and fellow subsidiary which are significant in relation to the net worth of the Company at the year end. In the opinion of the Management, these are not expected to result into any financial liability to the Company.

3. The Company had given corporate guarantees to banks and financial institutions in the earlier years on behalf of Holding Company and fellow subsidiary, for the purpose of expansion projects and working capital requirements. The outstanding aggregate balance of these guarantees is ` 214,666.29 Lakhs as on March 31, 2017. Financial guarantee is not accounted in Books as per Ind AS 109 since these subsidiaries including step down subsidiary have sufficient assets to meet their borrowings. Considering the same, in the opinion of the management, these are not expected to result into any financial liability to the Company.

4. With reference to Note no. 42 , Inter Corporate Deposits (Including interest receivable) given to the Holding Company of ` 125,142.41 Lakhs (Previous Year - ` 126,972.21 Lakhs) as per the management, the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in equity shares of the company. Further, during the year the company in its board meeting has passed a resolution waiving off the interest with effect from April 01, 2015 on the above Inter-Corporate Deposits (ICDs) given to the Holding Company. The company has received appropriate opinion to ensure that this is in compliance with the statutory regulations.

The matters stated in (1)/(2)/(4) above were also emphasised in our report on the consolidated financial statements for the year ended 31st March, 2016.

Our opinion is not modified in respect of these matters.

Other Matters: 1. We did not audit the financial statements of the 7 foreign

subsidiaries (including 3 step down subsidiaries), whose financial statements reflects total assets of ` 300,363.12 Lakhs as at March 31, 2017, total revenues of ` 60,106.52

Lakhs and net cash inflow of ` 1,042.61 Lakhs for the year then ended. These financial statements are unaudited and the management has compiled these financial statements for financial year ending March 31, 2017 as per accounting policies of the Company and for the said purpose management approved accounts for the period from January 2017 to March 2017 have been considered. These financial statements have been audited by other auditors for the financial year ended December 31, 2016 as per respective laws of the other countries.

2. Further, we did not audit the financial statements of 4 Indian subsidiaries, whose financial statements reflect total assets of ` 12,785.70 Lakhs as at March 31, 2017, revenue of ` 4.43 Lakhs and net cash inflow of ` 1.29 Lakhs for the year then ended, as considered in the consolidated Ind AS financial statements. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report of other auditors.

3. We did not audit the financial statements and financial information of 4 foreign step down subsidiaries/ jointly controlled entity, whose financial statements reflect total assets of ` 7,060.87 Lakhs as at March 31, 2017, having total revenue of ` 124.5 Lakhs and net cash inflow of ` 38.81 Lakhs for the year then ended, as considered in the consolidated Ind AS financial statements. These financial statements are unaudited and have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries / joint venture and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries / joint venture is based solely on such unaudited financial statements and financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and financial information are not material to the Group.

4. The comparative financial information of the of the Group and its jointly controlled entities for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006. For the year ended March 31, 2015 on which the predecessor auditor expressed an unmodified


88

opinion vide audit report dated May 30, 2015 and for the year ended March 31, 2016 in which we expressed an unmodified opinion vide our report dated May 30, 2016 respectively on those consolidated financial statements, as adjusted for the differences in the accounting principles adopted by the Group on transition to the Ind AS, which have been audited by us.

Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and financial information certified by the Management.

Report on Other Legal and Regulatory RequirementsAs required by Section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and other financial information of subsidiaries, jointly controlled entites, as noted in the ‘Other Matter’ paragraph above, we report, to the extent applicable that:

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

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

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

(e) On the basis of the written representations received from the directors of the Company as on 31st March, 2017 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies, incorporated in India are disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group, its associates and jointly controlled entities incorporated in India and the operating effectiveness of such controls, refer to our separate report in ‘Annexure A’; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries and joint ventures, as noted in the ‘Other matter’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated Ind AS financial position of the Group, its associates and jointly controlled entities– Refer Note 31 to the consolidated Ind AS financial statements.

ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31st March, 2017.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company, its subsidiary companies, associate companies and jointly controlled companies incorporated in India.

iv. The Company has provided requisite disclosures in its consolidated Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Group and as produced to us by the Management - Refer Note 46 to the consolidated Ind AS financial statements.





89

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2017, we have audited the internal financial controls over financial reporting of Binani Cement Limited (“the Company”) and its subsidiary companies which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Company, its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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

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

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company, its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.Other MattersOur aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 4 subsidiary companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.For MZSK & Associates Chartered Accountants Firm Registration No. 105047W

Abuali Darukhanawala Partner Membership No.108053


ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORTReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)


90

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2017(` in Lakhs)

PARTICULARS Note No.As at

31st March, 2017As at

31st March, 2016As at

1st April, 2015ASSETSNON-CURRENT ASSETS Property, Plant and Equipment 1 255,383.67 273,545.23 276,735.14 Capital work-in-progress 1 16,984.81 20,410.25 24,918.25 Goodwill 1 55,902.43 57,013.82 53,878.11 Other Intangible assets 1 5,160.08 5,881.75 6,100.42 Investments accounted for using the equity method 2 126.95 128.93 - Financial Assets Other Financial Assets 3 1,530.27 649.75 542.77 Tax Assets (Net) 38 1,677.27 1,588.25 1,616.02 Other non-current assets 4 14,245.27 14,089.42 14,308.61

351,010.75 373,307.39 378,099.33 CURRENT ASSETS Inventories 5 11,394.39 13,556.94 24,063.29 Financial Assets Trade receivables 6 73,525.33 53,044.30 24,320.06 Cash and cash equivalents 7 2,172.83 2,738.78 8,298.31 Bank balances other than Cash and cash equivalents 8 3,172.33 2,752.47 5,481.68 Loans 9 114,857.24 114,857.24 115,858.91 Other Financial Assets 10 12,554.62 14,333.97 19,145.58 Other current assets 11 12,683.10 10,595.92 10,145.23 Assets classified as held for sale - - 25.00

230,359.84 211,879.62 207,338.06 TOTAL ASSETS 581,370.59 585,187.01 585,437.39

EQUITY AND LIABILITIESEQUITY Equity Share Capital 12 18,860.38 18,860.38 18,860.38 Other Equity 13 22,686.46 63,526.04 91,847.16 Equity attributable to owners 41,546.84 82,386.42 110,707.54 Non-controlling interests 2,094.24 2,529.06 3,456.38 Total Equity 43,641.08 84,915.48 114,163.92

LIABILITIESNON-CURRENT LIABILITIES Financial Liabilities Borrowings 14 337,342.11 304,492.29 285,518.23 Other Financial Liabilities 15 3,578.12 3,802.86 3,225.45 Provisions 16 1,031.90 783.49 633.47 Deferred tax liabilities (Net) 38 143.93 8,152.01 21,504.11

342,096.06 317,230.64 310,881.26 CURRENT LIABILITIES Financial Liabilities Borrowings 17 35,275.05 25,448.16 18,608.77 Trade payables 18 73,822.05 69,054.50 56,645.83 Other Financial Liabilities 19 48,206.74 53,284.85 44,026.18 Other current liabilities 20 38,109.54 35,008.61 40,895.07 Provisions 21 220.07 244.77 216.36

195,633.45 183,040.89 160,392.20 TOTAL EQUITY AND LIABILITIES 581,370.59 585,187.01 585,437.39 SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 28










Place : Mumbai Place : MumbaiDate : 29th May, 2017 Date : 29th May, 2017


91

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017(` in Lakhs)

PARTICULARS Note No. 31st March, 2017 31st March, 2016 Revenue from Operations 22 210,333.12 228,424.86 Other Income 23 1,897.39 1,137.45 Total Revenue 212,230.51 229,562.31

Expenses :Cost of Materials Consumed 24 39,344.50 43,482.23 Purchase of Stock-in-Trade 99.26 1,235.95 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 3,908.78 4,732.40 Excise Duty 21,169.33 24,656.26 Employee Benefit Expense 25 9,167.17 9,277.82 Finance Costs 26 47,604.06 40,416.82 Depreciation and Amortization Expense 1 12,915.97 14,377.41 Other Expenses 27 122,970.33 137,922.39 Total Expenses 257,179.40 276,101.28

Profit/ (Loss) Before Tax (44,948.89) (46,538.97)Tax Expense: Less -Current Tax 19.23 43.92 Less -Deferred Tax (net) 38 (7,998.29) (13,340.09)Profit/ (Loss) for the year (36,969.83) (33,242.80)

Other comprehensive incomeItems that will not be reclassified to profit or loss:Remeasurements of post-employment benefit obligations (28.34) (34.72)Income tax relating to these items 9.81 12.01 Other comprehensive income for the year, net of tax (18.53) (22.70)

Total comprehensive income for the year (36,988.36) (33,265.50)

Profit is attributable to:Owners of Binani Cement Limited (36,727.31) (32,299.18)Non-controlling interests (242.52) (943.62)Total (36,969.83) (33,242.80)

Other comprehensive income is attributable to:Owners of Binani Cement Limited (18.53) (22.70)Non-controlling interests - - Total (18.53) (22.70)

Total comprehensive income is attributable to:Owners of Binani Cement Limited (36,745.84) (32,321.88)Non-controlling interests (242.52) (943.62)Total (36,988.36) (33,265.50)

Earning Per Equity Share (in `) 43Basic (19.47) (17.13)Diluted (19.47) (17.13)SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES 28












92

CONSOLIDATED STATEMENT OF CHANgES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2017A. Equity Share Capital

Particulars (` in Lakhs)Balance as at 1st April, 2015 18,860.38 Changes in equity share capital -

Balance as at 31st March, 2016 18,860.38 Changes in equity share capital -


B. Other Equity (` in Lakhs)

Particulars

Other Equity attributable to owners

Non-controlling interests

Total

Reserves and Surplus Reserves representing unrealised gains/ losses (Foreign

Currency Translation Reserve)

Capital Redemption

Reserve

general Reserve

Retained Earnings

Equity component of compound

financial instruments

Balance as at 1st April, 2015 1,450.00 7,843.00 79,035.61 3,518.55 - 3,456.38 95,303.54

Profit/ (Loss) for the year - - (32,299.18) - - (943.62) (33,242.80)

Other Comprehensive Income for the year - - (22.70) - - - (22.70)

Total Comprehensive Income for the year - - (32,321.88) - - (943.62) (33,265.50)

Addition/ (Deletion) during the year - - - - 4,000.75 16.30 4,017.05

Balance as at 31st March, 2016 1,450.00 7,843.00 46,713.74 3,518.55 4,000.75 2,529.06 66,055.10

Profit/ (Loss) for the year - - (36,727.31) - - (242.52) (36,969.83)

Other Comprehensive Income for the year - - (18.53) - - - (18.53)

Total Comprehensive Income for the year - - (36,745.84) - - (242.52) (36,988.36)

Addition/ (Deletion) during the year - - - - (4,093.74) (192.31) (4,286.05)

Balance as at 31st March, 2017 1,450.00 7,843.00 9,967.90 3,518.55 (92.99) 2,094.24 24,780.69












93

NOTE NO. - 1PROPERTY, PLANT AND EQUIPMENT, CAPITAL wORK-IN-PROgRESS AND INTANgIBLE ASSETS (` in Lakhs)

Particulars

Property, Plant and Equipment Intangible Assets

Total Free hold Land*

Lease Hold Land*

Buildings (Including

Roads)

Plant and Machinery

Railway Sidings

Mine Explorations & Developments

Furniture & Office/ other Equipments

Transport Equipments Sub Total goodwill On

Consolidation

Other Intangible

Assets Sub Total

gROSS BLOCK

As at 1st April, 2015 25,344.54 67,993.90 41,241.42 264,785.46 2,980.18 8,572.27 1,176.60 438.27 412,532.64 53,878.11 7,544.93 61,423.04 473,955.68

Additions during the year / period - - 187.58 8,795.55 - 343.29 18.09 69.44 9,413.95 - 38.04 38.04 9,451.99

Sales/Transfers/Adjustments - - - 743.56 - - 1.71 12.46 757.73 - - - 757.73

Foreign currency translation reserve - - 746.37 1,610.66 - 24.82 13.05 5.01 2,399.91 3,135.71 21.25 3,156.96 5,556.87

Total as at 31st March, 2016 25,344.54 67,993.90 42,175.37 274,448.11 2,980.18 8,940.38 1,206.03 500.26 423,588.77 57,013.82 7,604.22 64,618.04 488,206.81

DEPRECIATION/AMORTISATION

As at 1st April, 2015 - 10.08 12,057.70 116,629.95 1,040.01 4,734.66 1,032.71 292.39 135,797.50 - 1,444.51 1,444.51 137,242.01

Additions during the year / period - 835.26 2,133.48 9,941.85 243.70 830.06 60.13 56.15 14,100.63 - 276.94 276.94 14,377.57

Sales/Transfers/Adjustments - - - 625.36 - - 1.52 4.20 631.08 - - - 631.08

Foreign currency translation reserve - - 183.06 569.49 - 7.18 13.37 3.40 776.50 - 1.02 1.02 777.52

Total as at 31st March, 2016 - 845.34 14,374.24 126,515.93 1,283.71 5,571.90 1,104.69 347.74 150,043.55 - 1,722.47 1,722.47 151,766.02

NET DEPRECIATED BLOCK

Total as at 31st March, 2016 25,344.54 67,148.56 27,801.13 147,932.18 1,696.47 3,368.48 101.34 152.52 273,545.22 57,013.82 5,881.75 62,895.57 336,440.79

CAPITAL wORK-IN-PROgRESS

Total as at 31st March, 2016 20,410.25

Total as at 1st April, 2015 24,918.25

gROSS BLOCK

As at 1st April 2016 25,344.54 67,993.90 42,175.37 274,448.11 2,980.18 8,940.38 1,206.03 500.26 423,588.77 57,013.82 7,604.22 64,618.04 488,206.81

Additions during the year / period 192.16 - - 1,068.62 - - 28.63 46.98 1,336.39 - 7.89 7.89 1,344.28

Sales/Transfers/Adjustments - - - - - - 8.42 56.08 64.50 - - - 64.50

Foreign currency translation reserve - - (1,994.64) (5,705.00) - (652.87) (7.58) (3.28) (8,363.37) (1,111.39) (567.52) (1,678.90) (10,042.27)

Total as at 31st March, 2017 25,536.70 67,993.90 40,180.73 269,811.73 2,980.18 8,287.51 1,218.66 487.89 416,497.30 55,902.43 7,044.59 62,947.02 479,444.32

DEPRECIATION/AMORTISATION

As at 1st April 2016 - 845.34 14,374.24 126,515.93 1,283.71 5,571.90 1,104.69 347.74 150,043.55 - 1,722.47 1,722.47 151,766.02

Additions during the year / period - 835.26 1,800.53 8,900.00 239.25 790.44 36.43 59.08 12,660.99 - 255.05 255.05 12,916.04

Sales/Transfers/Adjustments - - - - - - 8.42 56.08 64.50 - - - 64.50

Foreign currency translation reserve

- - (580.30) (484.98) - (453.85) (6.09) (1.19) (1,526.41) - (93.00) (93.00) (1,619.41)

Total as at 31st March, 2017 - 1,680.60 15,594.47 134,930.95 1,522.96 5,908.49 1,126.61 349.55 161,113.63 - 1,884.52 1,884.52 162,998.15

NET DEPRECIATED BLOCK

Total as at 31st March, 2017 25,536.70 66,313.30 24,586.26 134,880.78 1,457.22 2,379.02 92.05 138.34 255,383.67 55,902.43 5,160.07 61,062.50 316,446.17

CAPITAL wORK-IN-PROgRESS

Total as at 31st March, 2017 16,984.81

* Refer note no. 29.

Notes :1. Buildings includes assets built on land not owned by the company ` 398.02 Lakhs (Previous year ` 398.02 Lakhs).2. Plant & Machinery includes assets built on land not owned by the company ` 226.34 Lakhs (Previous year ` 226.34 Lakhs).3. Mine Exploration & Developments includes expenses of ` 369.86 Lakhs incurred for development of new Mine area from which ore has not been yet extracted.4. Depreciation charge for the year included ` 0.04 Lakhs (Previous year ` 0.05 Lakhs) capitalsed as pre-operative expenses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017


94

NOTE NO. - 2INVESTMENTS ACCOUNTED FOR USINg THE EQUITY METHOD (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Non Trade Investment in Equity shares of Joint Venture Unquoted 50% share capital of Binani Aspire LLC, Oman - 75,000 shares (31st March, 2016 - 75,000 & 1st April, 2015 - nil) of OMR 1 each

126.95 128.93 -

[Refer Note no. 28 (2.22)] TOTAL 126.95 128.93 -

NOTE NO. - 3 OTHER FINANCIAL ASSETS (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Deposit Accounts (original maturity of more than 12 months) (in margin Accounts)

51.56 43.05 17.48

Security Deposits 1,478.71 1,530.27 606.70 649.75 525.29 542.77

TOTAL 1,530.27 649.75 542.77

NOTE NO. - 4 OTHER NON-CURRENT ASSETS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Unsecured considered good Capital Advances 13,726.26 13,595.51 13,823.65 Advances recoverable in cash or in kind 519.01 14,245.27 493.91 14,089.42 484.96 14,308.61

TOTAL 14,245.27 14,089.42 14,308.61

NOTE NO. - 5INVENTORIES (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Raw Material and Packing Material ((Includes ` nil in transit), (31st March, 2016 - ` 17.68 Lakhs & 1st April, 2015 - ` 9.98 Lakhs))

3,326.25 3,113.46 4,311.82

Work - In - Process 95.09 82.60 81.10 Finished Goods 1,938.89 5,947.68 11,372.73 Stores and Spares parts and Fuel ((Includes ` 5.82 Lakhs in transit), (31st March, 2016 - ` 12.19 Lakhs & 1st April, 2015 - ` 267.14 Lakhs))

6,029.90 4,403.06 8,283.39

Loose Tools Stock 4.26 11,394.39 10.14 13,556.94 14.25 24,063.29

TOTAL 11,394.39 13,556.94 24,063.29



95

NOTE NO. - 6 TRADE RECEIVABLES (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015

Unsecured, considered good 73,525.33 53,044.30 24,320.06 Unsecured, considered doubtful 3,042.80 2,101.78 739.15 Less: Provision for doubtful debts 3,042.80 - 2,101.78 - 739.15 -

TOTAL 73,525.33 53,044.30 24,320.06

NOTE NO. - 7 CASH AND CASH EQUIVALENTS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015

Balances with Banks Current Accounts 1,811.54 1,967.69 5,530.26 Deposit Accounts (original maturity of less than 3 months) 52.31 1,863.85 298.45 2,266.14 905.29 6,435.55

Cheques, drafts on hand - 452.03 1,818.79 Cash on hand 308.98 20.61 43.97 TOTAL 2,172.83 2,738.78 8,298.31

NOTE NO. - 8 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Deposit Accounts (Lien against LC/ Margin Money, etc.) 3,160.64 2,733.44 5,463.56 Deposit Accounts (original maturity of more than 3 months & upto 12 months)

4.00 5.81 1.76

Dividend Accounts 7.69 3,172.33 13.22 2,752.47 16.36 5,481.68

TOTAL 3,172.33 2,752.47 5,481.68

NOTE NO. - 9 LOANS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Loans and advances to related parties (Unsecured considered good) Due from Fellow Subsidiary Companies - - 1,001.67 Due from Holding Company - Inter Corporate Deposits(Refer note no. 42)

114,857.24 114,857.24 114,857.24 114,857.24 114,857.24 115,858.91

TOTAL 114,857.24 114,857.24 115,858.91



96

NOTE NO. - 10 OTHER FINANCIAL ASSETS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Interest Receivable (Includes ` 10,285.17 Lakhs (31st March, 2016 - ` 12,114.97 Lakhs & 1st April, 2015 - ` 16,354.58 Lakhs) from a related party Binani Industries Ltd., Holding Co.)

10,435.77 12,459.01 16,685.78

Insurance Claims Receivable 23.08 0.79 - Note receivable 1,338.64 174.44 762.92 Other 757.13 12,554.62 1,699.73 14,333.97 1,696.88 19,145.58

TOTAL 12,554.62 14,333.97 19,145.58

NOTE NO. - 11 OTHER CURRENT ASSETS (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Others (Unsecured considered good) Advances recoverable in cash or in kind 10,489.21 7,537.15 7,494.27 Balance with Statutory Authorities 2,193.89 12,683.10 3,058.77 10,595.92 2,650.96 10,145.23

TOTAL 12,683.10 10,595.92 10,145.23

NOTE NO. - 12 SHARE CAPITAL (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Authorised 303,899,600 Equity Shares (31st March, 2016 - 303,899,600 & 1st April, 2015 - 303,899,600) of ` 10/- each

30,389.96 30,389.96 30,389.96

12,000,000 Preference Shares (31st March, 2016 - 12,000,000 & 1st April, 2015 - 12,000,000) of ` 100/- each

12,000.00 12,000.00 12,000.00

TOTAL 42,389.96 42,389.96 42,389.96 Issued, Subscribed and Paid up 188,601,274 (31st March, 2016 - 188,601,274 & 1st April, 2015 - 188,601,274) Equity Shares of ` 10/- each fully paid-up

18,860.13 18,860.13 18,860.13

Add: Amount paid up on forfeited Shares 0.25 0.25 0.25 TOTAL 18,860.38 18,860.38 18,860.38

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

Limited and its nominees.

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

Particulars No. of shares (` in Lakhs) No. of shares (` in Lakhs) No. of shares (` in Lakhs) Outstanding at the beginning of the year 188,601,274 18,860.13 188,601,274 18,860.13 188,601,274 18,860.13 Outstanding at the end of the year 188,601,274 18,860.13 188,601,274 18,860.13 188,601,274 18,860.13

3) Terms / Rights attached to equity shares

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



97

NOTE NO. - 13 OTHER EQUITY (` in Lakhs)PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Capital Redemption Reserve As per Last Balance Sheet 1,450.00 1,450.00 Add / Less : Transfer from / (to) Profit and Loss Account - 1,450.00 - 1,450.00 1,450.00 general Reserve As per Last Balance Sheet 7,843.00 7,843.00 Add : Transferred from Profit and Loss Account - 7,843.00 - 7,843.00 7,843.00 Balance In Profit & Loss Account As per Last Balance Sheet 46,713.74 79,035.61 Transferred from Profit and Loss Account (36,727.31) (32,299.18)Other comprehensive income for the year (18.53) 9,967.90 (22.70) 46,713.74 79,035.61 Equity component of Compound Instrument (Non cumulative Preference Shares)

3,518.55 3,518.55 3,518.55

Foreign Currency Translation ReserveAs per Last Balance Sheet 4,000.75 - Add : Exch. Diff. during the year on net Investment in non integral foreign operations (4,093.74) (92.99) 4,000.75 4,000.75

-

TOTAL 22,686.46 63,526.04 91,847.16

Nature and purpose of reserves :(1) Capital Redemption Reserve - The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in Capital

Redemption Reserve is equal to nominal amount of the equity shares bought back.(2) general Reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions

of Companies Act 1956.(3) Equity component of Compound Instrument (Non-cumulative Preference Shares) - Equity component of Compound Instrument represents difference between

consideration received and fair value of liability,net off income tax effect, on initial recognition of Compound Instrument.(4) Foreign Currency Translation Reserve - Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional

currencies to the Group’s presentation currency (i.e. `) are accumulated in foreign currency translation reserve.

NOTE NO. - 14BORROwINgS (NON-CURRENT) (` in Lakhs)

PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Term Loans (Refer note no. 33) From Bank

Secured 88,556.18 149,876.62 240,754.75

Financial Institutions

Secured 245,640.01 153,919.61 44,142.18

Unsecured 1,258.23 246,898.24 - 153,919.61 - 44,142.18

From Other Parties

Unsecured 1,108.11 - -

Other Unsecured Loans 6,002,000 (31st March, 2016 - 6,002,000 & 1st April, 2015 - 6,002,000) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up *

779.58 696.06 621.30

TOTAL 337,342.11 304,492.29 285,518.23



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0.01% Non-cumulative redeemable Preference Shares :

1) 6,002,000 (Previous year 6,002,000) 0.01% Non-cumulative redeemable Preference Shares of ` 100/- each fully paid-up held by the holding Company - Binani Industries Limited.

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

PARTICULARS No. of shares

(` in Lakhs) **

No. of shares

(` in Lakhs) **

No. of shares

(` in Lakhs) **

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

3) Terms / Rights attached to preference shares Holder of the Shares shall be entitled to dividend @ 0.01% per annum from the date of allotment. The preference shares are non-participating and carry a preferential right vis-à-vis Equity Shares of the Company, with respect to payment of dividend and repayment in case

of a winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013. The preference shares are Redeemable for cash at par, at the end of 20 year from the date of allotment with an option to the Company to redeem any time earlier. * Represents amortised cost of the preference shares. ** Represents face value of preference shares.

NOTE NO. - 15 OTHER FINANCIAL LIABILITIES (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Trade Deposits (Refer note no. 51) 3,578.12 3,802.86 3,225.45 TOTAL 3,578.12 3,802.86 3,225.45

NOTE NO. - 16 PROVISIONS (NON-CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Provision for employee benefitsFor Gratuity (Refer note no. 44) 642.39 471.17 250.62 For Leave Encashment (Refer note no. 44) 388.01 310.78 382.06 For Other Retirement Obligations 1.50 1,031.90 1.54 783.49 0.79 633.47

TOTAL 1,031.90 783.49 633.47

NOTE NO. - 17BORROwINgS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Loans repayable on demand From Bank (Refer note no. 33)

Secured (includes overdraft ` 2,938.69 Lakhs (31st March, 2016 - ` 3,056.97 Lakhs & 1st April, 2015 - ` 4,904.04 Lakhs))

30,879.60 20,029.58 16,108.77

From Others Unsecured (` 700 Lakhs (31st March, 2016 - ` nil & 1st April, 2015 - ` nil)) from Binani Industries Ltd., the Holding Company, refer note no. 42)

1,153.61 661.77 -

Other Loans and advances (Refer note no. 33) Secured - 347.09 - Unsecured 3,241.84 3,241.84 4,409.72 4,756.81 2,500.00 2,500.00

TOTAL 35,275.05 25,448.16 18,608.77



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NOTE NO. - 18 TRADE PAYABLES (REFER NOTE NO. 37) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Trade Payables for Goods 52,629.98 48,489.22 41,714.35 Trade Payables for Services 21,192.07 73,822.05 20,565.28 69,054.50 14,931.48 56,645.83

TOTAL 73,822.05 69,054.50 56,645.83

NOTE NO. - 19 OTHER FINANCIAL LIABILITIES (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015

Current maturities of Long term debt (Refer note no. 33) 24,976.19 39,552.00 35,418.35 Interest accrued but not due on borrowings 4,286.96 3,014.45 1,697.21 Interest accrued and due on borrowings/ others 18,935.96 10,705.24 6,894.32 Unpaid dividends 7.63 48,206.74 13.16 53,284.85 16.30 44,026.18

TOTAL 48,206.74 53,284.85 44,026.18

NOTE NO. - 20OTHER CURRENT LIABILITIES (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Statutory Dues Payable 28,812.37 29,595.83 35,587.37 Advance from customers 9,297.17 38,109.54 5,412.78 35,008.61 5,307.70 40,895.07

TOTAL 38,109.54 35,008.61 40,895.07

NOTE NO. - 21PROVISIONS (CURRENT) (` in Lakhs) PARTICULARS As at 31st March, 2017 As at 31st March, 2016 As at 1st April, 2015 Provision for employee benefitsFor Gratuity (Refer note no. 44) 189.24 194.02 178.28 For Leave Encashment (Refer note no. 44) 30.83 220.07 50.75 244.77 38.08 216.36

TOTAL 220.07 244.77 216.36

NOTE NO. - 22 REVENUE FROM OPERATIONS (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Sale of Products / By Products / Services

Cement 164,568.71 187,686.77 Clinker 23,061.52 21,954.29 GGBFS 21,810.41 18,349.21 Services 36.88 110.03

209,477.52 228,100.31 Other operating revenues 855.60 324.55 TOTAL 210,333.12 228,424.86



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NOTE NO. - 23 OTHER INCOME (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Interest Income 346.45 418.46 Dividend Income 2.43 - Other Miscellaneous Income 1,548.51 718.99 TOTAL 1,897.39 1,137.45

NOTE NO. - 24COST OF MATERIALS CONSUMED (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Limestone 8,228.94 9,661.22 Clinker 8,567.09 6,391.43 Gypsum 3,945.26 4,960.40 Fly Ash 3,301.90 3,559.47 Other 9,674.32 11,978.06 Packing Materials 5,626.99 6,931.65 TOTAL 39,344.50 43,482.23

NOTE NO. - 25EMPLOYEE BENEFIT EXPENSE (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Salaries and Wages 7,698.46 7,656.04 Contribution to Provident and other Funds 429.02 411.85 Workmen and Staff Welfare Expenses 1,039.69 1,209.93 TOTAL 9,167.17 9,277.82

NOTE NO. - 26 FINANCE COSTS (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Interest expenses 47,360.15 39,548.11 Interest on Non-cumulative preference share 83.53 74.76 Other borrowing costs 177.27 806.24 Loss on foreign currency transactions (net) (16.89) (12.29)TOTAL 47,604.06 40,416.82



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NOTE NO. - 27OTHER EXPENSES (` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016Power & Fuel 61,174.33 65,476.11 Freight and Loading Expenses on Clinker Transfer 3,268.51 3,982.96 Consumption of Stores and Spares 3,267.64 4,332.93 Repairs and Maintenance

Buildings 86.31 77.77 Plant and Machinery 1,353.14 2,017.99 Others 94.78 115.70

Other Operating Expenses 1,933.54 2,411.43 Rent 564.03 563.53 Insurance 244.05 325.99 Rates and Taxes 351.51 233.54 Advertisement and Sales Promotion 1,277.87 2,850.76 Directors Fee 12.88 10.92 Freight & Forwarding 33,026.84 44,481.92 Foreign Exchange fluctuation (Gain) / Loss (net) 283.61 558.00 Bad Debts written off/ Provision for doubtful debts 995.09 1,362.64 Commission to Selling Agents 1,454.85 1,779.13 Loss on sale / discard of Fixed Assets 2.96 127.71 Renewable Energy Obligation (Refer note no. 49) 3,675.32 - Miscellaneous Expenses (Refer note no. 36 for Auditor's Remuneration) 9,903.07 7,213.36 TOTAL 122,970.33 137,922.39



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NOTE NO. - 28 SIgNIFICANT ACCOUNTINg POLICIES1 BASIS OF PREPARATION, MEASUREMENT AND SIgNIFICANT ACCOUNTINg POLICIES The principal accounting policies applied in the preparation of these standalone financial statements are set out below. These policies have been

consistently applied to all the years presented, unless otherwise stated.

1.1 Basis of Preparation

(a) Compliance with Indian Accounting Standards

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant provisions of the Companies Act, 2013 (“the Act”).

For all periods up to and including the year ended 31st March, 2016, the Company prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act (“Previous GAAP”).

These financial statements for the year ended 31st March, 2017 are the group’s first financials prepared in accordance with the Ind AS. An explanation of how the transition from previous GAAP to Ind AS has affected the group’s financial position, financial performance and cash flows including reconciliations and descriptions of the effect of the transition are provided in Note no. 29.

(b) Principle of Consolidation and Equity accounting

The financial statements of the Company and its subsidiary companies are consolidated on a line-by-line item basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Ind AS 110 - “Consolidated Financial Statements”. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Interest in joint ventures are accounted for using the equity method after initially being recognised at cost in consolidated balance sheet. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit and loss, and the group’s share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. When the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the group and its joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group. The carrying amount of equity accounted investments are tested for impairment.

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.

Non-controlling interests in the results and equity of subsidiaries are shown separately are shown separately in the consolidated statement of profit and loss, statement of changes in equity and balance sheet respectively.

Non-controlling interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated financial Statement separate from liabilities and the equity of the group’s shareholders.

(c) Historical cost convention

The standalone financial statements have been prepared under the historical cost convention, as modified by the followings:

1) Land included in PPE are measured at fair value

2) Defined benefit plans – plan assets that are measured at fair value

(d) Current non-current classification

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (twelve months) and other criteria set out in the Schedule III to the Act.

(e) Rounding of amounts

The financial statements are presented in INR, which is also the Company’s functional currency and all amounts are rounded to the nearest Lakhs, unless otherwise stated.



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2 SUMMARY OF SIgNIFICANT ACCOUNTINg POLICIES

The financial statements have been prepared using the significant accounting policies and measurement basis summarised below. These were used throughout all periods presented in the financial statements, except where the Company has applied certain accounting policies and exemptions upon transition to Ind AS.

2.1 Foreign currency translation

(a) Initial recognition - Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction.

(b) Conversion - Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

(c) Exchange differences - Exchange differences arising on the settlement of monetary items or on reporting such monetary items of group at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. The gain or loss arising on translation of non-monetary items measured at cost is treated in line with the recognition of the gain or loss on the change in the value of the item (i.e., translation differences on items whose gain or loss is recognised in OCI or statement of profit & loss are also recognised in OCI or statement of profit & loss, respectively).

2.2 Fair Value Measurement

The Company discloses fair values of financial instruments measured at amortised cost in the financial statements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability Or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The Company must be able to access the principal or the most advantageous market at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Valuation process and assumption used to measure the fair value of Assets and Liabilities is disclosed.

2.3 Property, plant and equipment

(a) Freehold land and leasehold land are carried at fair value based on periodic valuation by the external independent valuers. Increase in the carrying amounts arising on revaluation of freehold and leasehold land are recognised, net of tax, in other comprehensive income and accumulated in reserves in shareholder’s equity. To the extent that the reverses show a decrease previously recognised in profit or loss, the increase is first recognised in profit and loss. Decrease that reverses previous increases of the same asset are first recognised in other comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases are charged to profit or loss. Each year, difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset’s original cost, net of tax, is reclassified from the revaluation reserve to the retained earnings.

All other items of property, plant and equipment acquired or constructed are initially recognized at cost net of recoverable taxes, duties, trade discounts and rebates, less accumulated depreciation and impairment of loss, if any. The cost of Tangible Assets comprises of its purchase price, borrowing costs and adjustment arising for exchange rate variations attributable to the assets, including any cost directly attributable to bringing the assets to their working condition for their intended use.



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Expenditure incurred on assets which are not ready for their intended use comprising direct cost, related incidental expenses and attributable borrowing cost (net of revenues during constructions) are disclosed under Capital Work-in-Progress.

Spare parts are recognised as property, plant and equipment (PPE) when they meet the definition of PPE, otherwise, such items are classified as inventory.

(b) Useful life:

The Company believe that useful life of assets are same as those prescribed in Schedule II of the Act and same have been considered.

(c) Depreciation/ Amortisation:

The Company depreciates its property, plant and equipment (including assets constructed on land not owned by the Company) over the useful life in the manner prescribed in Schedule II to the Act and the management believe that useful life of assets are same as those prescribed in Schedule II of the Act. Buildings & Roads inside plant are treated as Factory Buildings and depreciation is charged accordingly.

Estimated useful lives, residual values and depreciation methods are reviewed annually, taking into account commercial and technological obsolescence as well as normal wear and tear and adjusted prospectively, if appropriate.

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

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

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in statement of profit and loss.

2.4 Intangible assets

Intangible assets acquired are stated at cost less accumulated amortization and accumulated impairment losses.

Expenditure incurred on acquisition of intangible assets which are not ready to use at the reporting date is disclosed under “intangible assets under development ”.

Amortization is charged on a straight-line basis over the estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

Computer software is amortised over an estimated useful life of 5 years and goodwill on consolidation is not amortised.

2.5 Borrowing costs

Borrowing costs include costs that are ancillary and required as per the terms of agreement. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are incurred.

2.6 Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carrying amount exceeds its recoverable amount and is recognised in the Statement of Profit and Loss.

2.7 Inventories

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

(b) Finished Goods and Work – in – process are valued at lower of weighted average cost and net realisable value. Cost for this purpose includes direct cost & attributable overheads and Cost of finished goods also includes excise duty.

2.8 Non-current assets held-for-sale

Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.



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2.9 Trade Receivable

Trade receivables are amounts due from customers for sale of goods or services performed in the ordinary course of business. Trade receivables are recognized initially at fair value. They are subsequently measured at amortised cost using the effective interest method, net of provision for impairment. The carrying value less impairment provision of trade receivables, are assumed to be approximate to their fair values.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and deposits held at call with banks. For the purpose of the cash flows statements, cash and cash equivalents consist of cash and short-term deposits with maturity less than 3 months net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.11 Investments and other financial assets

(a) Initial recognition and measurement

The Company recognizes financial assets when it becomes a party to the contractual provisions of the instrument. All financial assets are recognized at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

(b) Subsequent measurement

For purposes of subsequent measurement, the Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

• those measured at amortised cost

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

Equity investments - The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(c) Derecognition

A financial asset is derecognised only when:

i. the rights to receive cash flows from the asset have expired, or

ii. the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows to one or more recipient

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(d) Impairment of Financial Assets

Trade receivables and lease receivables from customers: The Company applies the simplified approach to providing for expected credit losses prescribed by Ind AS 109, which requires the use of the lifetime expected loss provision for all trade receivables and lease receivables.

(e) Offsetting Financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.



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2.12 Financial liabilities

(a) Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definition of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

(b) Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

(c) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Borrowings: Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value, is recognised in the statement of profit and loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Non-Cumulative Preference shares were payment of dividend is discretionary and which are mandatorily redeemable on a specific date, are classified as compounded Instruments. The fair value of the liabilities portion is determined by discounting amount repayable at maturity using market rate of interest. Difference between proceed receive and fair value of liability on initial recognition is included in shareholder equity, net off income tax effect and not subsequently remeasured. Subsequently liability component of preference share is measured at amortised cost.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in profit or loss as finance costs.

Trade and other payable: These amounts represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

(d) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.13 Income tax

Income tax expense comprises current and deferred taxes. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries and interest in joint arrangements where the group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.



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Minimum Alternate Tax (MAT) credit is recognized as deferred tax asset only when and to the extent there is reasonable certainty that the Company will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit asset is return down to the extent there is no longer a reasonable certainty to the effect that the Company will pay normal income tax during the specified period.

2.14 Employee Benefits

(a) Short-term / long term obligations

All employee benefits payable wholly within twelve months of rendering the service including performance incentives and compensated absences are classified as short term employee benefits. The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are charged off to the Statement of Profit and Loss/ Capital Work-in-Progress, as applicable. The employee benefits which are not expected to occur within twelve months are classified as long term benefits and are recognised as liability at the net present value.

(b) Defined contribution plan

Contributions to defined contribution schemes such as provident fund and superannuation are charged off to the Statement of Profit and Loss/ Capital Work-in-Progress, as applicable, during the year in which the employee renders the related service.

(c) Defined benefit plan

The defined benefit plans of the Company in the form of retirement benefits include gratuity and leave encashment. Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or on separation as per the Company policy.

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bond and that have terms to maturity approximating to the terms of the related gratuity and leave encashment liability.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

(d) Other Employees’ benefits

Employee loyalty program is being accounted on paid basis.

2.15 Provisions and contingent liabilities

Provisions - Provisions are recognised when the group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities - Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the group. A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or reliable estimate of the amount cannot be made, is termed as contingent liability.

2.16 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Company recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Company’s activities, as described below -

(a) Revenue from sale of goods is recognised when significant risks and rewards of ownership is transferred to the buyer. Export sales are accounted for on the basis of dates of Bill of Lading. Sales are disclosed net of sales tax / VAT, trade discounts and returns, as applicable.

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

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



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

Other Revenue is recognized as follow:

Finance Income - Finance income is recognized as it accrues using the Effective Interest Rate (EIR) method. EIR is the rate that exactly discounts the estimated future cash payment or receipts over the expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Finance income is included in other income in the profit & Loss Account.

Dividend - Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the group, and the amount of the dividend can be measured reliably.

2.17 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’.

2.18 Leases

(a) As a lessee (Operating lease) :

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases are charged to statement of profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the Lessor’s expected inflationary cost increases.

(b) As a lessor (Finance lease) :

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

The Company’s assessment of whether an arrangement contains a lease is made at the inception of the arrangement, with reassessment occurring in the event of limited changes in circumstances as specified by Appendix C to Ind AS 17 ‘Determining whether an Arrangement contains a Lease’.

In case of finance leases, where assets are leased out under a finance lease, the present value of the lease receipts is recognised as a finance lease receivable.

For a finance lease, each lease receipt is allocated between the receivable and finance income so as to achieve a constant rate on the finance balance outstanding. The interest element of the lease receipt is recognised in statement of profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the receivable for each period.

2.19 Segment Reporting

Segments are identified and reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Whole-time Director and the Chief Financial Officer that makes strategic decisions.

2.20 Earnings per share

Basic earnings per share are computed by dividing the net profit or loss by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company’s earnings per share are the net profit for the year. The weighted average number of equity shares outstanding during the year and for all years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. 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 is adjusted for the effects of all dilutive potential equity shares.

2.21 Cash flow statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.



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2.22 Interest in Other Entities

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, 2017.

i) The Consolidated Financial Statements include the financial statements of the following overseas / Indian subsidiaries and overseas step down subsidiaries:

Name of company Country of Incorporation

Owner's interest held by the groupOwnership

interest held by non-controlling interests

Relation with Holding

Company

Principalactivities


Krishna Holdings Pte Ltd. (KHL) Singapore BCL-55.54%MHL-44.46%

BCL-55.54%MHL-44.46%

BCL-55.54%MHL-44.46%

- Subsidiary of BCL Investment Holding & General Wholesale Trade

Murari Holdings Limited (MUHL) British Virgin Islands

100% 100% 100% - -do- Investment holding

Mukundan Holdings Ltd. (MHL) British Virgin Islands

100% 100% 100% - -do- Investment holding

Swiss Merchandise Infrastructure Ltd.

India 100% 100% 100% - -do- Commercial and Industrial

Merit Plaza Ltd. India 100% 100% 100% - -do- Commercial and Industrial Binani Readymix Concrete Limited (RMC)

India 100% 100% 100% - -do- Commercial and Industrial

Binani Energy Private Ltd. India 100% 100% 100% - -do- Commercial and Industrial Bhumi Resources ( Singapore ) PTE Ltd

Singapore 100% 100% 100% - -do- Investment Holding & General Wholesale Trade

including Trading in Mines, Consulting

PT Anggana Energy Resources Indonesia 100% 100% 100% - Step-down Subsidiary of BCL

(Subsidiary of Bhumi Resources (Singapore) Pte

Ltd).

General Import Export/ Trading and Mining

Support Services

Shandong Binani Rong'an Cement Company Ltd.(SBRCC)

China 90% 90% 90% 10% Stepdown Subsidiary of

BCL.(Subsidiary of KHL)

Manufacture and Sale of concrete admixture (excluding Hazardous chemical products),

Cement, Cement Products, Cement Clinker, Mining for

limestone products and Electric power production

Binani Cement Factory LLC. (BCF)

United Arab Emirates

MuHL- 51% **MHL- 49%

MuHL- 51% **MHL- 49%

MuHL- 51% **MHL- 49%

- Step-down Subsidiary of BCL

(Subsidiary of MHL & MUHL)

Manufacturing of Cement and cementitious product

BC Tradelink Limited Tanzania 100% 100% 100% - Step-down Subsidiary of BCL

(Subsidiary of BCF, LLC)

Trading of Cement

Binani Cement Tanzania Ltd. Tanzania 100% 100% 100% - -do- Trading of Cement Binani Cement ( Uganda) Ltd * Uganda 100% 100% 100% - -do- Trading of Cement - Under

Liquidation Binani Cement Fujairah LLC United Arab

EmiratesBCF LLC - 80% BCF LLC - 80% - 20% -do- Cement Project – Work in

progress

Joint Venture : Binani Aspire LLC (Joint Venture between Binani Cement Factory LLC, UAE and Galfar Aspire Readymix LLC, Oman).



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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. The excess of Company’s portion of equity of the Subsidiary over the cost of the investment therein is treated as Capital Reserve.

* The company is under liquidation during the year. ** Beneficial Interest.

3 CRITICAL ACCOUNTINg ESTIMATES AND JUDgEMENTS Preparing the financial statements under Ind AS requires management to take decisions and make estimates and assumptions that may impact the

value of revenues, costs, assets and liabilities and the related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Impairment of assets The recoverable amount of an asset or a cash-generating unit is determined based on value-in-use calculations prepared on the basis of

management’s assumptions and estimates.

(b) Defined benefit obligations The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of

assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.


(c) Income taxes The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of

assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.


(d) Provision Estimates of the amounts of provisions recognised are based on current legal and constructive requirements, technology and price levels. Because

actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take place many years in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes.

The judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

a) when substantially all the significant risks and rewards of ownership of financial assets and lease assets are transferred to other entities

b) whether an asset should be classified as held-for-sale or an operation meets the definition of a discontinued operation

c) whether multiple assets should be grouped to form a single cash-generating unit (where this would affect whether an impairment is recognised).

NOTE NO. - 29 FIRST TIME ADOPTION OF INDIAN ACCOUNTINg STANDARDS (IND AS)Transition to Ind ASThese are the Group’s first financial statements prepared in accordance with Ind AS.

The Group has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April, 2016, with a transition date of 1st April, 2015. These financial statements for the year ended 31st March, 2017 are the first financials which the Group has prepared under Ind AS. For all periods upto and including the year ended 31st March, 2016, the Group prepared its financial statements in accordance with the previously applicable Indian GAAP (previous GAAP).

The adoption of Ind AS has been carried out in accordance with Ind AS 101, ‘First-time Adoption of Indian Accounting Standards’. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for



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all financial years presented. Accordingly, the Group has prepared financial statements which comply with Ind AS for year ended 31st March, 2017, together with the comparative information as at and for the year ended 31st March, 2016. The Group’s opening Ind AS Balance Sheet has been prepared as at 1st April, 2015, the date of transition to Ind AS.In preparing its opening Ind AS balance sheet, the Group has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act. An explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. EXEMPTIONS AND EXCEPTIONS AVAILED In preparing these Ind AS financial statements, the Group has availed certain exemptions and exceptions in accordance with Ind AS 101, as

explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Group in restating its previous GAAP financial statements, including the Balance Sheet as at 1st April, 2015 and the financial statements as at and for the year ended 31st March, 2016.A.1 Ind AS optional exemptions Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous previous

GAAP to Ind AS.A.1.1 Deemed cost Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised

in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 “Intangible Assets”.

Further, Ind AS 101 permits a first-time adopter to measure an item of property, plant and equipment at the date of transition to Ind AS at its fair value and use that fair value as its deemed cost at that date.

The Company has elected to measure the items of property, plant and equipment and intangible assets at its carrying value at the transition date except for certain class of assets which are measured at fair value as deemed cost.

A.1.2 Investments in joint ventures The Group has opted para D14 and D15 and accordingly considered the previous GAAP carrying amount of Investments as deemed cost as at

the transition date.A.1.3 Business combinations Ind AS 101 provides an exemption for all transactions qualifying as business combinations, not to restate any business combinations under

Ind AS 103, occurring before the transition date. The group has elected to apply this exemption.A.2 Ind AS mandatory exceptions The Group has applied the following exceptions from full retrospective application of Ind AS as mandatorily required under Ind AS 101:A.2.1 Estimates An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date

in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1st April, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The group made estimates for fair value of freehold and leasehold land in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

A.2.2 Non-controlling interests Ind AS 110 requires entities to attribute the profit or loss and each component of other comprehensive income to the owners of the parent

and to the non-controlling interests. This requirement needs to be followed even if this results in the non-controlling interests having a deficit balance. Ind AS 101 requires the above requirement to be followed prospectively from the date of transition.

Consequently, the group has applied the above requirement prospectively.A.2.3 Classification and measurement of financial assets Ind AS 101 requires an entity to assess classification and measurement of financial assets (debt instruments) on the basis of the facts and

circumstances that exist at the date of transition to Ind AS. Consequently, the Compny has applied the above assessment based on facts and circumstances exist at the transition date.

B: RECONCILIATIONS BETwEEN PREVIOUS gAAP AND IND AS Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the

reconciliations from previous GAAP to Ind AS.



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The presentation requirements under previous GAAP differs from Ind AS and hence the previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The regrouped previous GAAP information is derived based on the audited financial statements of the group for the year ended 31st March, 2015 and 31st March, 2016.

I. Reconciliation of equity as at date of transition (1st April, 2015)(` in Lakhs)

PARTICULARS Notes to first- time adoption



Property, Plant and Equipment 6 200,434.06 76,301.08 276,735.14 Capital work-in-progress 10 23,945.82 972.43 24,918.25 Goodwill 53,878.11 - 53,878.11 Other Intangible assets 6,100.42 - 6,100.42 Financial Assets

Other Financial Assets 542.77 - 542.77 Tax Assets (Net) 4 5,494.01 (3,877.99) 1,616.02 Other Non-current Assets 14,308.61 - 14,308.61

304,703.80 73,395.52 378,099.33 Current assets


Trade receivables 3 25,059.21 (739.15) 24,320.06 Cash and cash equivalents 8,298.31 - 8,298.31 Bank balances other than Cash and cash equivalents 5,481.68 - 5,481.68 Loans 115,858.91 - 115,858.91 Other Financial Assets 19,145.58 - 19,145.58

Other current assets 10,145.23 - 10,145.23 Assets classified as held for sale 25.00 - 25.00

209,049.64 (1,711.58) 207,338.06 TOTAL ASSETS 513,753.44 71,683.94 585,437.39


Equity Share Capital 18,860.38 - 18,860.38 Preference Share Capital 2 6,002.00 (6,002.00) - Other Equity 6 28,705.76 63,141.40 91,847.16

Equity attributable to owners 53,568.14 57,139.40 110,707.54 Non-controlling interests 3,456.38 - 3,456.38 Total Equity 57,024.52 57,139.40 114,163.92 LIABILITIESNon-current liabilities

Financial Liabilities Borrowings** 1, 2 286,471.05 (952.82) 285,518.23

Other Financial Liabilities 3,225.45 - 3,225.45 Provisions 633.47 - 633.47 Deferred tax liabilities 4 6,006.75 15,497.36 21,504.11





* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note. ** Including Preference Shares at face value.



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II. (A) Reconciliation of equity as at 31st March, 2016(` in Lakhs)




Property, Plant and Equipment 6 197,714.53 75,830.69 273,545.23 Capital work-in-progress 10 19,560.63 849.62 20,410.25 Goodwill 57,013.82 - 57,013.82 Other Intangible assets 5,881.75 - 5,881.75 Investments accounted for using the equity method 11 - 128.93 128.93 Financial Assets

Other Financial Assets 649.75 - 649.75 Tax Assets (Net) 4 5,466.24 (3,877.99) 1,588.25 Other Non-current Assets 14,089.42 - 14,089.42

300,376.14 72,931.25 373,307.39 Current assets


Trade receivables 3 55,146.08 (2,101.78) 53,044.30 Cash and cash equivalents 11 2,867.71 (128.93) 2,738.78 Bank balances other than Cash and cash equivalents 2,752.47 - 2,752.47 Loans 114,857.24 - 114,857.24 Other Financial Assets 14,333.97 - 14,333.97

Other current assets 10,595.92 - 10,595.92 214,959.95 (3,080.33) 211,879.62

TOTAL ASSETS 515,336.09 69,850.92 585,187.01 EQUITY AND LIABILITIESEQUITY

Equity Share Capital 18,860.38 - 18,860.38 Preference Share Capital 2 6,002.00 (6,002.00) - Other Equity 6 (4,794.05) 68,320.09 63,526.04

Equity attributable to owners 20,068.33 62,318.09 82,386.42 Non-controlling interests 2,529.06 - 2,529.06 Total Equity 22,597.39 62,318.09 84,915.48 LIABILITIESNon-current liabilities

Financial LiabilitiesBorrowings 1, 2 305,111.46 (619.17) 304,492.29 Other Financial Liabilities 3,802.86 - 3,802.86

Provisions 783.49 - 783.49 Deferred tax liabilities 4 - 8,152.01 8,152.01





* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note. ** Including Preference Shares at face value.



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II. (B) Reconciliation of total comprehensive income for the year ended 31st March, 2016(` in Lakhs)

PARTICULARS Notes to first- time adoption


Revenue from operations 228,424.86 - 228,424.86 Other Income 1,137.45 - 1,137.45 Total Revenue 229,562.31 - 229,562.31 Expenses :Cost of Materials Consumed 43,482.23 - 43,482.23 Purchase of Stock-in-Trade 1,235.95 - 1,235.95 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 4,732.40 - 4,732.40 Excise Duty 24,656.26 - 24,656.26 Employee Benefit Expense 5 9,312.54 (34.72) 9,277.82 Finance Costs 1, 2 40,083.17 333.65 40,416.82 Depreciation and Amortization Expense 5 13,509.22 868.19 14,377.41 Other Expenses 3, 5 136,957.55 964.84 137,922.39 Total Expenses 273,969.32 2,131.96 276,101.28

Profit/ (Loss) before tax (44,407.01) (2,131.96) (46,538.97)

Tax expense:Less: Current Tax 43.92 - 43.92 Less: Deferred tax 4 (6,006.75) (7,333.34) (13,340.09)Profit/(Loss) after tax (38,444.18) 5,201.38 (33,242.80)

Non-controlling interests (943.62) - (943.62)Profit/(Loss) after tax (37,500.56) 5,201.38 (32,299.18)Other comprehensive incomeItems that will not be reclassified to profit or loss:Remeasurements of post-employment benefit obligations 5 - (34.72) (34.72)Income tax relating to these items - 12.01 12.01 Other comprehensive income for the year, net of tax - (22.70) (22.70)

Total comprehensive income for the year (37,500.56) 5,178.68 (32,321.88)


III. (A) Reconciliation of total equity as at 31st March, 2016 and 1st April, 2015

(` in Lakhs)

PARTICULARS Notes to first- time adoption 31st March, 2016 1st April, 2015

Total equity as per Indian gAAP 20,068.33 53,568.14 Ind AS Adjustments: gain/(Loss)Fair valuation of Land 5 76,301.08 76,301.08 Non-cummulative Preference Share - Liability Component 2 (621.30) (621.30)Interest Expense on Non-cummulative Preference share 2 (74.76) - Amortisation of transaction cost (loan processing fees) on borrowings 1 1,315.23 1,574.12 Amortisation of Leasehold Land 5 (834.68) - Depereciation on general stores capitalised as per Ind AS 5 (33.51) - Reversal of general stores consumption capitalised as per Ind AS 5 397.80 - Provision for Expected Credit Loss (ECL) 3 (2,101.78) (739.15)Deferred tax on above 4 (12,030.00) (19,375.35)Total Ind AS adjustments 62,318.09 57,139.40

Total equity as per Ind AS 82,386.42 110,707.54



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III. (B) Reconciliation of total comprehensive income for the year ended 31st March, 2016

(` in Lakhs)

PARTICULARS Notes to first-time adoption 31st March, 2016

Total Comprehensive Income/(loss) as per Indian gAAP (37,500.56)

Ind AS Adjustments: gain/(Loss)Interest Expense on Non-cummulative Preference share 2 (74.76)Amortisation of transaction cost (loan processing fees) on borrowings 1 (258.89)Depereciation on general stores capitalised as per Ind AS 5 (33.51)Amortisation of Leasehold Land 5 (834.68)Reversal of general stores consumption capitalised as per Ind AS 5 397.80 Provision for Expected Credit Loss (ECL) 3 (1,362.64)Deferred tax on above 4 7,345.35 Total Ind AS adjustments 5,178.68

Total Comprehensive Income/(loss) as per Ind AS (32,321.88)

III. (C) Analysis of changes in cash and cash equivalents for the purposes of consolidated statement of cash flows under Ind AS

(` in Lakhs)

PARTICULARS Notes to first-time adoption 31st March, 2016

Cash and cash equivalents as per previous GAAP (189.26)Consolidation of subsidiary/ Joint Venture 11 (128.93)Cash and cash equivalents as per Ind AS (318.19)

Notes to first-time adoption:

Note 1: Borrowings at amortised cost

As required under the IND AS 109 transactions costs (Processing Fees) incurred towards origination of borrowings have been deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit and loss over the tenure of the borrowing as finance cost, computed using the effective interest rate method and its corresponding effect being in Long term borrowings.

Under the previous GAAP, these transaction costs were charged to the profit and loss as and when incurred. Consequently, borrowings as at 31st March, 2016 have been reduced by ` 1,315.23 Lakhs (1st April, 2015- ` 1,574.12 Lakhs) with a corresponding adjustment to retained earnings resulting in increase in total equity. The profit under the previous GAAP for the year ended 31st March, 2016 has been reduced by ` 258.88 Lakhs with respect to additional cost.

Note 2: Non Cummulative Preference Shares

As per Indian GAAP, the Non Cumulative Redeemable Preference Shares were classified as equity. Under IND AS, Non-Cumulative Preference shares where payment of dividend is discretionary and which are mandatorily redeemable on a specific date, are classified as compounded Instruments. The fair value of the liabilities portion is determined by discounting amount repayable at maturity using market rate of interest. Difference between proceed receive and fair value of liability on initial recognition is included in shareholder equity, net off income tax effect and not subsequently remeasured. Subsequently liability component of preference share is measured at amortised cost. The Preference Shares are bifurcated into liability and equity component to the extent of of Non cumulative divdend.

Consequent to the above:

a) total equity has been decreased by ` 621.30 Lakhs as of 31st March, 2016 (1st April, 2015- ` 621.30 Lakhs)

b) increase in borrowings by ` 696.06 Lakhs as on 31st March, 2016 (1st April, 2015- ` 621.30 Lakhs)

c) increase in finance cost by ` 74.76 Lakhs with corresponding decrease in net profit for the year ended 31st March, 2016.



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Note 3: Provision for Expected Credit Losses

Under previous GAAP, the provision for impairment of trade receivables consist only in respect of specific amount of incurred loss. Under Ind AS, impairment allowance has been determined based on expected credit loss (ECL) model. Due to this model, the Company impaired its trade receivables by ` 2,101.78 Lakhs as on 31st March, 2016 (1st April, 2015- ` 739.15 Lakhs) and the charge to Profit and Loss pertaining to provision for doubtful debts amounts to ` 1,362.64 Lakhs as on 31st March, 2016.

Note 4: Deferred tax

Under previous GAAP, deferred taxes are recognised for the tax effects of timing differences between accounting profit and taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are required to be recognised using the balance sheet approach for future tax consequences of temporary differences between the carrying value of assets and liabilities and their respective tax bases. Further, deferred tax asset shall be recognised for the carryforward of unused tax losses and credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and credits can be utilised as against virtual certainty for future taxable profit as required by previous GAAP.

The various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in relation to these underlying transaction either in retained earnings or a separate component of equity.

Under previous GAAP, MAT credit entitlement was disclosed under loans and advances. In Ind AS, the same is adjusted against deferred tax liability. Accordingly, tax assets have been decreased by ` 3,877.99 Lakhs with the corresponding decrease in deferred tax liability as of 31st March, 2016 and 1st April, 2015.

Note 5: Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended 31st March, 2016 increased by ` 34.72 Lakhs. There is no impact on the total equity as at 31st March, 2016.

Note 6: Property, Plant and Equipment(i) Fair Valuation of Land On transition date, the Company has fair valued freehold and leasehold land and the amount is credit to retained earnings. Consequent to this:a) Freehold land is increased by ` 8,363.51 Lakhs as on 31st March, 2016 (1st April, 2015- ` 8,363.51 Lakhs)b) Leasehold land is increased by ` 67,937.57 Lakhs as on 31st March, 2016 (1st April, 2015- ` 67,937.57 Lakhs). Amortization for the year ended

31st March, 2016 is increased by ` 834.68 Lakhs.

c) Due to the above, total equity has been increased by ` 76,301.08 Lakhs as at 31st March, 2016 (1st April, 2015- ` 76,301.08 Lakhs)

(ii) Stores and spare parts which met the recognition criteria of Property, plant and equipment and put to use during the year are capitalised as against shown as consumption/expenses under previous GAAP. Consequent to this PPE has been increased by ̀ 397.8 Lakhs as at 31st March, 2016 , depriciation on stores and spares capitalised for year end 31st March, 2016 is ` 33.51 Lakhs decreasing the net profit by same amount for the year then ended.

Note 7: Retained earnings

Retained earnings as at 1st April, 2015 has been adjusted consequent to the above Ind AS transition adjustments. Refer Note III. (A) for reconciliation of profit and loss as previously reported under IGAAP and IND AS.

Note 8: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

Note 9: Cash Flow

The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended 31st March, 2016 as compared with the previous GAAP

Note 10: Capital work in Progress and Inventories

As per Previous GAAP, General Spares were part of inventory. As on date of transition, the spares parts which met the defination and recognition criteria of PPE are transferred to CWIP and capitalised on the basis of put to use in subequent years. Accordingly, ` 849.62 Lakhs of General spares was transferred to CWIP as on 31st March, 2016 (1st April, 2015- ` 972.43 Lakhs).



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Note 11: Investment accounted in Equity method

As required under IND AS 28 ‘Investments in Associates and Joint Ventures’, the group has accounted for Interest in Joint venture as at transition date by equity method. Accordingly all assets and liabilities pertaining to Joint ventures which were consolidated line by line in previous accounting standards were excluded and balance difference between assets and liabilities pertains to Investment in Joint ventures accounted under previous GAAP. Further, adjustment to the effect of IND AS in Joint ventures accounts have been given in Consolidated accounts adjusting Cash and cash equivalents by `128.93 Lakhs as on 31st March, 2016.

NOTE NO. 30Estimated amounts of contracts and commitments remaining to be executed and not provided for (net of advances):

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 The estimated amount of contracts and commitments remaining to be executed on capital account not provided for

15,694.83 15,786.76 41,019.53

NOTE NO. 31CONTINgENT LIABILITIES NOT PROVIDED FOR :

(` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 a) Claims against the Companies not acknowledged as debts in respect of various Tax

matters 50,597.92 47,607.51 44,507.26

b) Claims against the Companies not acknowledged as debts in respect of other matters.

9.89 580.53 7.89

c) Guarantees given by Banks 495.76 517.35 414.08 d) Corporate Guarantees given to Bank for Loans to Holding Company & Fellow

Subsidiaries 2,14,666.29 2,16,233.44 2,05,023.64

e) Letter of Credit opened by Banks 539.42 4,208.65 2,638.20 NOTE NO. 32

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 and Hon’ble High Court of Rajasthan, 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 Supreme Court, Jodhpur against the order passed by Hon’ble Rajasthan High Court, but the case was decided against the company by the Apex Court. After decision of Hon’ble Supreme Court, the assessing authority raised demand notices amounting ` 41,421.55 Lakhs (` 16,731.80 Lakhs towards tax & ` 24,689.75 Lakhs towards interest). The Company has deposited complete amount of principle tax amount of `16,731.80 Lakhs and Interest amout has been challenged in Hon’ble High Court and the matter is sub-judice. The Assessing Authorithy has also raised the interest demand of ` 2,487.10 Lakhs towards delay in payment of principle tax. The company has not made any provision for interest amounting to ` 27,176.84 Lakhs (` 24,689.75 Lakhs+ ` 2,487.10 Lakhs).

In another matter, the Company was eligible for EFCI of ` 48,849.53 Lakhs based on applicable guidelines under the Incentive Scheme, but the amount sanctioned by SLSC was ` 28,047.61 Lakhs against which writ petition was pending with the Hon’ble Rajasthan High Court / Hon’ble Supreme Court. The Company has continued to avail the deferment benefit, pending the decision of State Government / Hon’ble High Court / Hon’ble Supreme Court. The case was subsequently decided against the Company by the Apex Court. After disposal of matter by Hon’ble Supreme Court, Commercial Taxes Deptt. has issued demand notice of ` 17,302 Lakhs and the same was completely deposited by the Company. In the said matter, the Commercial Taxes Deptt. has also raised demand of interest amounting ` 3,077.93 Lakhs, which has been challenged by the company in Hon’ble high Court. However, the Company has deposited the demand of interest under protest of ̀ 3,077.93 Lakhs, but the matter is sub-judice. The Commercial Taxes Deptt. has also raised demand of interest amounting to ` 6,868.46 Lakhs, for which applications for waiver of interest have been filed by the Company and the same are pending with the Commissioner, Commercial Taxes Deptt., Jaipur. The company has not made any provision for interest amounting to ̀ 9,946.39 Lakhs (` 6,868.46 Lakhs+ ̀ 3,077.93 Lakhs ).

In addition to above, during the year 2007-08, the Company has filed an application with Sales Tax department for extension of period of EFCI scheme, which was not accepted. The Company has filed a case with Hon’ble Jaipur High Court to instruct the Sales Tax department to extend the EFCI scheme period. However, the Company had availed deferment of 75% of the VAT / CST liability amounting to ` 3,967.09 Lakhs for the period 27th May, 2007 to 30th April, 2008. The matter is pending for decision. The company has not made any provision for interest amounting to ` 310.15 Lakhs with reference to ` 3967.09 Lakhs Tax Demand.



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NOTE NO. 33 LOANSI BINANI CEMENT LIMITED

(` in Lakhs)

Sr. No. Particulars

Security & Repayments/

overdues


Term Loan working Capital Term Loan

Working Capital

Term Loan Working Capital

A. Consortium of Banks & FI Note no. 1 & 4 92,172.97 2,741.28 1,51,701.45 3,056.97 2,60,087.93 4,904.04 B. EARC* Trust (Bucket 1) Note no. 1 & 5 2,13,040.36 - 1,25,333.57 - - - C. EARC* Trust (Bucket 2) Note no. 2 & 5 1,343.10 - - - - - D. EARC* Trust (Bucket 3) Note no. 3 & 5 32,514.78 - 28,933.13 - - - E. United Bank of India (Com. Paper) Note no. 2 & 5 - - 1,099.00 - 2,500.00 - F. Syndicate Bank Note no. 3 & 5 - - - - 22,706.37 -

Total 3,39,071.22 2,741.28 3,07,067.14 3,056.97 2,85,294.30 4,904.04 * Edelweiss Asset Reconstruction Company (EARC).

Notes -

1 Term Loans/ working capital facilities are Secured/to be secured respectively by a) First / second pari passu charge on the Fixed Assets, both present & future and second / first paripassu charge on the current assets of the Company, (b) Personal Guarantee of a promoter Director, (c) Pledge of 42.55%, being 80,258,854 Equity Shares of Binani Cement Limited (BCL) held by BIL on first pari passu basis along with the Working Capital Lenders and (d) Corporate Guarantee of BIL.

2 Unsecured term loan from United Bank of India (Commercial paper) - Upon assignment of loan to EARC, the same is restructured and become part of EARC restructured scheme.

3 ` 1,046.32 Lakhs is secured by a) Exclusive first charge on Plant and Machinery, Equipments of 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan and b) First pari passu charge on the portion of land pertaining to the 4th cement grinding unit situated at Binanigram, Pindwara, Sirohi, Rajasthan.

` 10,398.70 Lakhs is secured by a) First pari passu charge on Fixed Assets of the Company both present and future and b) Personal Guarantee of a Promoter Director.

` 8,365.52 Lakhs is secured by Second pari passu charge on the Company’s fixed assets both present and future.

` 10,649.72 Lakhs is secured by a) First pari passu charge on fixed assets of the Company both present & future and b) Corporate Guarantee of Binani Industries Limited.

4 Consourtium of Bank Loans - Loans of ` 84,973.71 Lakhs are repayable in 32 structured quarterly installments beginning from June 30th 2016, ` 7,548.68 Lakhs are payable in 12 structured quarterly installments from June 30th 2016.

There is delay in repayment of ` 6,436.75 Lakhs from 1 day to 9 months and delay in payment of interest of ` 17,501.72 Lakhs from 1 day to 35 months.

5 The term loans / CC and accrued interest thereon from fourteen banks were acquired by Edelweiss Assets Reconstruction Company (EARC) amounting to ` 225,158 Lakhs. These debts have been reworked on the basis of restructuring scheme sanctioned vide EARC letter dated 2nd May, 2017. Accordingly, necessary provisions towards interest and conversion into FITL has been made in the books.

6 Term Loans as on 31st March, 2017 are including of Ind AS impact of ` 15,251.50 Lakhs and Term Loans as on 31st March, 2016 & 1st April, 2015 are excluding of Ind AS impact of ` 1,315.23 Lakhs and ` 1,574.12 Lakhs respectively.

II MUKUNDAN HOLDINgS LTD.

Bank of Baroda - Term Loans of ` 12,960.40 Lakhs (US $ 20 Million) (Previous Year ` 13,235.48 Lakhs (US $ 20 Million))

Term Loan is repayable in quarterly Installments of US $ 2.50 Million starts from 10-6-2014 to 11-3-2016.

Security -

1) Pledge of US $ 3.815 million Share of Mukundan Holdings Limited, BVI held by Binani Cement Limited

2) Negative Lien on the assets of the Binani Cement Factory LLC Dubai

3) Non disposal undertaking for beneficial interest of 51% share of Binani Cement Factory LLC Dubai held by the Murari Holdings Ltd.



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4) Non disposal undertaking for beneficial interest of 49% share of Binani Cement Factory LLC Dubai held by Mukundan Holdings Ltd 100% WOS of Binani Cement Limited

5) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd, India

6) First pari passu charge on the fixed assets of Binani Cement Factory LLC, Dubai.

There is delay in payment of principal of US $ 20 Million and Interest of US $ 4.753 Million for 386 days to 1025 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL & from operational cashflow of the Company as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2017 is ` 13,538 Lakhs. Bank of Baroda has kept `1,199 Lakhs as FDR which would be first utilized for payment of Murari Holdings Limited dues of US $ 1.25 Million loan and interest thereon and balance for dues of Mukundan Holdings Limited.

Since many of the Banks have not sanctioned and disbursed sales tax loan, fourteen Banks/ Financial Institution have assigned their exposure to Assets Reconstruction Company Limited and considering the overall liquidity position of the Company, the Company has requested Bank to restructure the loan.

III KRISHNA HOLDINgS PTE LTD.

State Bank of India (HK) : Term Loan of ` 3,888.77 Lakhs (US $ 6,001,000 ) (Previous Year - ` 3,971.31 Lakhs (US $ 6,001,000))

Term Loan is repayable in 20 quarterly Installments starts from 30-06-2017.

Secured / to be secured -

1) Irrevocable and unconditional Corporate Guarantee of Binani Cement Ltd., India

2) Pledge of share of SBRCCL to the extent of RMB 180 Million

There is delay in payment of Interest of US $ 0.025 Million for 1 day.

IV BINANI CEMENT FACTORY LLC

Bank Borrowings-

(i) National Bank of Fujairah, Dubai

Trust Receipt, Bill discounting & Trade Facilities - ` 9,978 Lakhs (AED 56,555,699) (Previous Year ` 8,842 Lakhs (AED 49,074,637)). Out of which L/C discounting amounting to ` 3,228 Lakhs (AED 18,297,820) (Previous Year `4,807 Lakhs (AED 26,681,170)) are without recourse

The bank borrowings are secured by -

1) Assignment of Insurance Policy covering stocks for AED 60,000,000 in favour of the Bank.

2) Notarized Chattel Mortgage over assets in Production line 3 in Unit no. L1490 on Plot no 0599-0450, Dubai Real Estate Corporation UAE in favour of the Bank for AED 60,000,000 (minimum valuation of mortgage assets to be AED 100,000,000).

3) Assignment of Insurance Policy covering assets in production line 3 in Unit no. L1490 on Plot no 0599-0450, Dubai Real Estate Corporation UAE in favour of the Bank for AED 60,000,000 (minimum valuation of mortgage assets to be AED 60,000,000).

4) General Assignment of receivables in Bank’s favour.

5) Assignment of Bank Guarantees held by the Borrower, in favour of the Bank.

(ii) Commercial Bank of Dubai, Dubai

Bill discounting & Trade Facilities - ̀ 722 Lakhs (AED 4,089,913) (Previous Year ̀ 2,259 Lakhs (AED 12,537,659)). Out of which L/C Discounting amounting to ` 696 Lakhs (AED 3,942,433) (Previous Year ` 1,480 Lakhs (AED 8,212,132)) are without recourse.


1) Subordination of long term loan of AED 10 Million.

2) General Assignment of receivables in Bank’s favour on pari-passu basis.

3) Promissory note for LAI.

4) Second charge on current Lines 1 & 2.

5) Assignment of Bank Guarantees held by the Borrower, in favour of the Bank.



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(iii) Bank of Baroda, Dubai

Vehicle Loan ` 26 Lakhs (AED 146,554) (Previous Year ` 66 Lakhs (AED 368,575) which is secured by -

1) D.P. Note

2) Letter of Installment

3) Lien Noting over vehicle with RTA

4) Assignment of comprehensive insurance policies of vehicles in bank’s favour.

(iv) Bank of Baroda, Dubai

Bill discounting & Trade Facilities Borrowing – ` nil (AED nil) (Previous Year ` 2,214 Lakhs (AED 12,287,079) which is secured by -

1) Cash margin @10% on LC cum TR, FBP/LBD on utilization basis.

2) Corporate guarantee of Murari Holdings Limited, Mukundan Holdings Limited and Binani Cement Limited.

3) Assignment of insurance policy covering stocks/inventory of the company on pari-passu basis.

4) Possessory pledge of Machineries valuing AED 25.732 Million.

Other Bank Borrowings-

Vehicle Loan ` 16 Lakhs(AED 91,776) (Previous Year ` nil (AED nil))


1) Lien Noting over vehicle with RTA

2) Assignment of comprehensive insurance policies of vehicles in bank’s favour.

V MURARI HOLDINgS LIMITED

Banks - Term Loans of ` 4,510.22 Lakhs (US$ 6,960,000) (Previous Year ` 5,128.75 Lakhs (US$ 7,750,000))

Term loans are repayable in quarterly Installments starts from 30-1-2010.

Secured / to be secured -

1) Pledge of US $ 30 million Share of Murari Holdings Limited held by Binani Cement Ltd.

2) A Negative Lien on the Binani Cement Factory LLC Dubai

3) Non Disposal undertaking for beneficial interest of 51% shares in Binani Cement Factory LLC held by Murari Holdings Limited

4) Corporate Guarantee of Binani Cement Ltd.

There is delay in payment of principal of US $ 6.960 Million for 752 days to 1066 days and Interest of US $ 1.588 Million for 752 days to 1066 days.

As per MRA Agreement dated 13-12-2014, entered by BCL with Banks, these loans were to be paid out of reimbursement of sales tax amount paid by BCL & from operational cashflow of the Company as per CAP approved by BCL lenders. Total amount of reimbursement to be received from Banks as on 31-3-2017 is ` 13,538 Lakhs. Bank of Baroda has kept `1,199 Lakhs as FDR which would be first utilized for payment of Murari Holdings Limited dues of USD 1.25 Million loan and interest thereon and balance for dues of Mukundan Holdings Limited. Punjab National Bank, Ilaco House Branch, Mumbai is having FDR of ` 1,486 Lakhs for payment of US $ 2 Million plus interest due by Murari Holdings Limited with their London Branch. Syndicate Bank, Mumbai is having FDR of ` 200 Lakhs for payment of US $ 0.29 Million.

Since many of the Banks have not sanctioned and disbursed sales tax loan, fourteen Banks/ Financial Institution have assigned their exposure to Assets Reconstruction Company Limited and considering the overall liquidity position of the Company, the Company has requested Bank to restructure the loan.

VI SHANDONg BINANI RONg’AN CEMENT COMPANY LIMITED

Loan Outstanding is ` 17,396.76 Lakhs (RMB 185,000,000) (Previous Year ` 18,983.04 Lakhs (RMB 185,000,000))

The Loan is secured by clinker production lines 1 and 2 equipment, land and mining rights.

Term loan repayment is scheduled from 1-7-2017 to 15-1-2018.



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NOTE NO. 34

ASSETS PLEDgED AS SECURITY

The carrying amounts of assets Pledged as security for current and non-current borrowings are:(` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Current (First charge/ Second charge/ Exclusive Charge)Financial Assets

Inventories 10,500.40 12,395.83 21,790.51 Trade receivables 73,155.40 53,025.46 24,299.00 Cash and cash equivalents 290.62 2,018.26 5,984.32 Bank balances other than Cash and cash equivalents 3,160.64 2,733.44 5,463.56 Loans 114,857.24 114,857.24 114,857.24 Other financial assets 10,506.61 12,298.80 16,454.69

Non Financial AssetsOther current assets 7,091.99 7,426.82 8,025.15 Assets classified as held for sale 343.58 808.44 794.13

Total current assets pledged as security 219,906.48 205,564.28 197,668.61 Non-Current (First charge/ Second charge/ Exclusive Charge)Property, plant and equipment 234,333.65 246,388.50 249,492.06 Capital work-in-progress 10,439.02 14,667.08 19,875.11 Other intangible assets 6,009.58 6,620.53 6,671.57 Financial assets

Other financial assets 1,528.32 647.84 540.97 Non Financial Assets

Other non-current assets 10,430.19 10,590.29 10,663.26 Total non-current assets pledged as security 262,740.77 278,914.24 287,242.98 Total assets pledged as security 482,647.24 484,478.52 484,911.58

NOTE NO. 35

FAIR VALUE MEASUREMENTS

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, security deposit, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

There is no signiticant variations in rate of interest applicable on Non-current borrowings and current borrowing rate. Hence, fair value of these borrowing approximates to their carrying amounts.

There are no assets and liabilities carried that are measured at fair value.

Financial instruments by category :



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(` in Lakhs)


Amortised Cost Financial assets (Non-Current)

Other financial assets 1,530.27 649.75 542.77 Financial assets (Current)

Trade receivables 73,525.33 53,044.30 24,320.06 Cash and cash equivalents 2,172.83 2,738.78 8,298.31 Bank balances other than Cash and cash equivalents 3,172.33 2,752.47 5,481.68 Loans 114,857.24 114,857.24 115,858.91 Other Financial Assets 12,554.62 14,333.97 19,145.58

Total financial assets 207,812.62 188,376.51 173,647.31 Financial liabilities (Non-Current)

Borrowings 337,342.11 304,492.29 285,518.23 Other financial liabilities 3,578.12 3,802.86 3,225.45

Financial liabilities (Current) Borrowings 35,275.05 25,448.16 18,608.77 Trade payables 73,822.05 69,054.50 56,645.83 Other Financial Liabilities 48,206.74 53,284.85 44,026.18

Total financial liabilities 498,224.07 456,082.66 408,024.45

NOTE NO. 36

REMUNERATION TO AUDITORS (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 Statutory Auditors

For Audit Fees 67.13 50.28 For Taxation Matters 4.00 6.00 For other services 4.00 6.19 For certifications / others - 7.10 Reimbursement of expenses 0.84 2.31

Total 75.97 71.88 Cost Auditors

As Auditor 1.00 1.00 For certifications / others - 0.13 For Reimbursement of expenses - 0.20

Total 1.00 1.33

NOTE NO. 37

The Company is still in the process of identifying MSME parties as per the (‘The Micro Small & Medium Enterprises Development Act 2006’) and accordingly no provision of interest has been made during the year, (previous year nil) in the books of accounts. The applicable interest is being paid as and when claimed by any of the enterprise covered under MSME Act, 2006.


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NOTE NO. 38

INCOME TAXES

I. Tax expense recognised in the Statement of Profit and Loss (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 A. Current tax

Current Tax on taxable income for the year 19.23 43.92 Total current tax expense 19.23 43.92

B. Deferred taxDecrease/ (increase) in deferred tax assets (7,998.29) (13,340.09)Total deferred tax expense/(benefit) (7,998.29) (13,340.09)

C. Total tax expense/(benefit) - (A+B) (7,979.06) (13,296.17)

II. A reconciliation of the income tax expenses to the amount computed by applying the statutory income tax rate to the profit before income taxes is summarized below:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016

A. Enacted income tax rate in India applicable to the Company 34.608% 34.608%Profit/ (Loss) before tax (44,948.89) (46,538.97)

B. Current tax expenses on Profit/ (Loss) before tax expenses at the enacted income tax rate in India

(15,555.91) (16,106.21)

C. Tax effect of the amounts which are not deductible/(taxable) in calculating taxable income :Depreciation 698.26 269.52 Corporate social responsibility expenditure 5.25 6.44 Adjustments for current tax of prior periods (290.70) (8,228.15)Interest on delayed TDS 26.14 20.15 Dividend received 0.84 - Tax losses for which no deferred income tax was recognised - 6,649.22 Other items (ind AS IMPACT) 6,405.65 737.83 Foreign entities with no tax 893.96 3,457.28 Difference in tax rate of foreign entities (131.11) (106.26)Others (31.45) 4.01

7,576.85 2,810.04 Total tax expense/(benefit) - (B+C) (7,979.06) (13,296.17)

D. Efffective Tax Rate- (C/A) 17.751% 28.570%


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III. Current tax Liabilities/ (Assets)(` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 Opening Balance

Provision of Tax 3,683.00 17,849.84 Advance Tax (5,271.25) (19,465.86)

Opening Advance Tax (Net) (1,588.25) (1,616.02)Add: Current tax payable for the year 19.23 43.92 Less: Taxes Paid (108.23) (16.15)Add/(Less): Adjustments on completion of assessments

Provision of Tax (3,298.87) (14,210.76)Advance Tax 3,298.87 14,210.76

Closing BalanceProvision of Tax 403.35 3,683.00 Advance Tax (2,080.62) (5,271.25)

Closing Advance Tax (Net) (1,677.27) (1,588.25)

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

(` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 a) Deferred Tax Liability

Difference in WDV of assets as per books & Income Tax 19,506.01 37,057.64 37,478.51 Preference share - liability component - 1,836.28 1,862.15 Unamortised Loan processing cost - 455.17 544.77 Provision for Debtors - (727.38) (255.80)Total (a) 19,506.01 38,621.71 39,629.63

b) Deferred Tax AssetDisallowance under Income Tax Act, 1961 (19,235.98) (19,107.53) (13,029.47)Unabsorbed Depreciation and Business (16,670.43) (7,484.19) (1,218.06)MAT Credit Entitlement - (3,877.99) (3,877.99)Total (b) (35,906.40) (30,469.70) (18,125.52)Deferred Tax Liability/ (Assets) - (a+b) (16,400.39) 8,152.01 21,504.12 Less: Provided upto last year - Liability / (Assets) 8,152.01 21,504.12 - Deferred Tax for the year - Liability / (Assets) (24,552.41) (13,352.10) 21,504.12

Recognised in P&L for the year - Liability / (Assets) * (8,008.09) (13,352.10) -

* Deferred Tax Asset on account of unabsorbed depreciation and business loss has been recognised in the statement of profit & loss by ̀ 8,008.09 Lakhs.


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NOTE NO. 39

The Group’s committee of Whole-time Director and Chief Financial Officer examine the Group’s performance. Presently, the group is engaged in only one segment viz ‘Production of cement and clinker’ and as such, there is no separate reportable segment as per Ind AS 108 ‘Operating Segments’. Further, it has identified geographical segment as India and outside India based on Segment Revenue and Assets for reporting purpose.

(` in Lakhs) Segment Revenue within India Outside India TotalSales 151,885.08 58,448.04 210,333.12

(176,451.97) (51,972.89) (228,424.86)Other Income 515.42 1,033.09 1,548.51

(259.35) (459.64) (718.99)Total Income 152,400.50 59,481.13 211,881.63

(176,711.32) (52,432.53) (229,143.85)

Particulars within India Outside India TOTALTotal Segment Assets* 402,241.76 177,451.56 579,693.31

(398,814.44) (184,784.32) (583,598.76)

* Segment Assets excludes Tax Assets.

(Figures in bracket pertain to previous year)

NOTE NO. 40

FINANCIAL RISK MANAgEMENT

Risk management framework - The group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The group’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The group’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the group, to set appropriate risk limits and controls, and to monitor such risks and compliance with same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the group’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the group’s risk assessment and management policies and processes.

The group has exposure to the following risks arising from financial instruments:

• Credit risk,

• Liquidity risk and

• Market risk

(A) Credit risk

Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the group’s receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the group grants credit terms in the normal course of business.

Trade receivables -

The group’s exposure to credit risk is determined by the individual characteristics and specifications of each customer. The profile of the customer, including the market risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the group grants credit terms in the normal course of business.


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(i) Expected credit loss for the trade receivables under simplified approach






Gross carrying amount ` in Lakhs 9,137.61 11,231.79 33,765.39 22,433.34 76,568.13 Expected credit losses (Loss allowance provision)

` in Lakhs 70.25 270.44 1,588.52 1,113.59 3,042.80


" 9,067.36 10,961.34 32,176.86 21,319.76 73,525.33






Gross carrying amount ` in Lakhs 17,718.00 13,663.41 15,716.98 8,047.69 55,146.08 Expected credit losses (Loss allowance provision)

` in Lakhs 494.64 480.82 730.78 395.55 2,101.78


" 17,223.36 13,182.59 14,986.20 7,652.15 53,044.30

As at 1st April, 2015:





Gross carrying amount ` in Lakhs 15,120.90 6,582.89 3,281.22 74.18 25,059.20 Expected credit losses (Loss allowance provision)

` in Lakhs 423.23 155.35 159.43 1.14 739.15


" 14,697.68 6,427.55 3,121.79 73.05 24,320.06

(ii) Movement in provisions of doubtful debts – Trade receivables - (` in Lakhs)Reconciliation of loss allowance 31st March, 2017 31st March, 2016 Opening Provision 2,101.78 739.15 Add; Additional provision made 941.02 1,362.64 Less: Provision write off - - Less: Provision reversed - - Closing Provision 3,042.80 2,101.78

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, group’s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies of the group in accordance with practice and limits set by the group. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the group’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.


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(i) Financing arrangements -

The group had access to the following undrawn borrowing facilities at the end of the reporting period:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Floating rateExpiring within one year (bank overdraft and other facilities) 2.99 325.32 848.44 Expiring beyond one year (bank loans) - 763.55 3,000.55 Total 2.99 1,088.88 3,848.99

(ii) Maturities of financial liabilities -

The tables below analyse the group’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

• all non-derivative financial liabilities, and

• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

As at 31st March, 2017: (` in Lakhs)Contractual maturities of financial liabilities

Less than 3 months



Years Total

Non-derivativesBorrowings* 32,513.59 18,413.05 9,324.61 157,827.56 178,734.98 779.58 397,593.36

Trade payables 67,802.70 6,019.35 - - - - 73,822.05 Others 23,230.55 - - - - 3,578.12 26,808.67 Total non-derivative liabilities

123,546.84 24,432.40 9,324.61 157,827.56 178,734.98 4,357.70 498,224.09

As at 31st March, 2016: (` in Lakhs)Contractual maturities of financial liabilities

Less than 3 months



Years Total


Total non-derivative liabilities

109,958.74 26,958.83 10,869.93 117,535.32 102,408.75 88,351.07 456,082.65

As at 1st April, 2015: (` in Lakhs)Contractual maturities of financial liabilities

Less than 3 months



Years Total


Total non-derivative liabilities

91,166.36 17,682.92 10,431.50 76,564.65 105,604.49 106,574.53 408,024.46

* Includes current maturities of Long term borrowings.


128


(C) Market risk

(i) Foreign currency risk

The group does not have material revenue from overseas operations. However, the entity makes imports of coal, machinery and spares. Foreign currency risk, as defined in Ind AS 107, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.

While the group has direct exposure to foreign exchange rate changes on the price of non-Indian Rupee-denominated securities and borrowings, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of companies in which the Group invests. For that reason, the below sensitivity analysis may not necessarily indicate the total effect on the Group’s net assets attributable to holders of equity shares of future movements in foreign exchange rates.

The above risks may affect the group’s income and expenses, or the value of its financial instruments. The objective of the group’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The group’s exposure to, and management of, these risks is explained below:

a. Foreign currency risk exposure:(` in Lakhs)

PARTICULARS Currency 31st March, 2017 31st March, 2016 1st April, 2015 Trade Payables

Coal USD 6,140.06 8,858.94 4,215.18 Machinery USD 8.51 8.70 8.22 Spares DKK - 0.98 69.06 Spares USD 0.10 0.11 0.10 Spares EURO - 3.82 108.93

Net exposure to foreign currency risk 6,148.67 8,872.54 4,401.49

b. Sensitivity:

A change of 5% in Foreign currency would have following Impact on profit before tax -

(` in Lakhs)

PARTICULARS Impact on profit befre tax

31st March, 2017 31st March, 2016 Foreign Currency Sensitivity

INR/ Foreign Currency - Increase by 5% (470.68) (610.55)INR/ Foreign Currency - Decrease by 5% 470.68 610.55

(ii) Cash flow and fair value interest rate risk Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the group to cash flow interest rate risk.

During 31 March 2017 and 31 March 2016, the group’s borrowings at fixed rate were mainly denominated in INR.

The group’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

In order to optimize the group’s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

a. Interest rate risk exposure: The exposure of the group’s borrowing to interest rate changes at the end of the reporting period are as follows:

(` in Lakhs)PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Variable rate borrowings 83,592.93 86,728.10 106,638.61 Fixed rate borrowings 309,278.99 278,757.59 232,285.45 TOTAL 392,871.93 365,485.69 338,924.05


129


b. Sensitivity:

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates. Other components of equity change as a result of an increase/decrease in the fair value of the cash flow hedges related to borrowings.

(` in Lakhs)

PARTICULARS Impact on profit before tax *

31st March, 2017 31st March, 2016 Interest rates – increase by 100 basis points (1,014.52) (971.86)Interest rates – decrease by 100 basis points 1,007.29 962.40 * Holding all other variables constant.

NOTE NO. 41CAPITAL MANAgEMENTRisk management - The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the balance sheet). Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt. The gearing ratios as at the period ends were as follows:

PARTICULARS Unit 31st March, 2017 31st March, 2016 1st April, 2015 Net Debt (i) ` in Lakhs 420,816.27 383,212.14 348,136.87 Total Equity (ii) " 43,641.08 84,915.48 114,163.92 Over all financing (iii) = (i) + (ii) " 464,457.35 468,127.61 462,300.80 Debt/ Equity Ratio (iv) = (i) / (ii) Times 9.64 4.51 3.05 Gearing Ratio (v) = (i) / (iv) " 0.91 0.82 0.75

NOTE NO. 42

RELATED PARTY DISCLOSURE AS PER IND AS 24 “RELATED PARTY DISCLOSURES” :The group has entered into transactions in ordinary course of business with related parties at arms length as per details below :

(` in Lakhs) Particulars Holding

CompanyFellow

Subsidiary Key Management Personnel (KMP)/

Enterprises where Key Management Personnel

has got significant influence

Total

A. TRANSACTIONSSale of Cement- G D Binani Charitable Foundation - -

(16.16) (16.16)Advance Received/ (Repaid)- Global Composites Holdings Inc. (formerly CPI Binani Inc.) (68.87) - (68.87)

(3,310.72) - (3,310.72)Short term Advance Received- Binani Industries Limited 700.00 700.00

- -


130



CompanyFellow




Total

Service Charges for office facilities/ vehicle etc.- Triton Trading Co. Pvt. Limited 160.05 160.05

(145.65) (145.65)Service Charges for office facilities/ vehicle etc.- Binani Industries Limited 33.43 33.43

(31.56) (31.56)Purchase of Flyash- Binani Industries Limited - -

(89.44) (89.44)Service Charges for Advertisement/ Sales Promotion, etc.- Asian & Media Magix (Div. of Binani Industries Ltd.) 747.10 747.10

(2,593.82) (2,593.82)Service Charges for Advertisement/ Sales Promotion, etc.- Asian Industry (Div. of Binani Metals Ltd.)# - -

(24.50) (24.50)Execution of transportation / other services contract - Dhaneshawar Solution - A Division of Binani Industries Ltd. 12,265.28 12,265.28

(21,531.00) (21,531.00)Interest Expenses- Binani Industries Limited 83.53 83.53

(1.11) (1.11)Service Charges for Manpower Supply- Nirbhay Management Services Private Limited 759.58 759.58

(768.85) (768.85)Inter Corporate Deposit received- Binani Industries Limited - -

(1,150.00) (1,150.00)Directors Sitting Fees - Mr. Braj Binani 1.00 1.00

(1.35) (1.35)Loan given/ (Repayment Received)- Global Composites Holdings Inc. (formerly CPI Binani Inc.) - -

(-1,046.63) (-1,046.63) B. BALANCE AS ON 31.03.17ASSETS(a) Loans and Advances- Binani Industries Ltd. 0.65 0.65

(0.12) (0.12)- Triton Trading Co. Pvt. Limited 56.40 56.40

(15.68) (15.68)


131



CompanyFellow




Total

(b) Inter Corporate Deposits- Binani Industries Limited 114,857.24 114,857.24

(114,857.24) (114,857.24)(c) Interest Receivable- Binani Industries Limited 10,285.17 10,285.17

(12,114.97) (12,114.97)LIABILITIES(a) Trade Payables- Asian Industry (Div. of Binani Metals Ltd.)# - -

(29.74) (29.74)- Asian & Media Magix (Div. of Binani Industries Ltd.) 960.46 960.46

(2,277.71) (2,277.71)- Dhaneshawar Solution - A Division of Binani Industries Ltd. 2,065.06 2,065.06

(1,865.71) (1,865.71)- Nirbhay Management Services Private Limited 974.09 974.09

(444.70) (444.70)- Binani Industries Limited 37.19 37.19

(64.62) (64.62)(b) Non-cumulative preference share borrowings (Long term)- Binani Industries Limited 779.58 779.58

(696.06) (696.06)(c) Other Payables- Binani Industries Limited 700.00 700.00

- - - Global Composites Holdings Inc. (formerly CPI Binani Inc.) 3,241.84 3,241.84

(3,310.72) (3,310.72)- G D Binani Charitable Foundation 0.22 0.22

(0.22) (0.22)

(Figures in bracket pertain to Previous Year)

# Binani Metals Limited has been merged with Binani Industries Limited w.e.f. 01.04.2015 vide H’onble Kolkata High Court order dated 21.01.2016.

Notes:

1 The remuneration paid to key management personnel Mr. Darshan Lal - ̀ 24.74 Lakhs (Previous Year ̀ nil), Mr. Jotirmoy Ghose - ̀ nil (Previous Year ` 44.32 Lakhs), Mr. Devendra Mehta - ` 71.23 Lakhs (Previous Year ` nil), Mr. V. Srikrishnan ` nil (Previous Year ` 15.64 Lakhs), Mr. Amit Kumar Gupta - ` nil (Previous Year ` 39.90 Lakhs).

2 Guarantees given/to be given to Banks by Holding Company on behalf of the Company have been separately disclosed in note no.33.

3 Guarantee given by the Company to Banks for loans given to subsidiary is disclosed in note no. 27 (d).


132


4 Names of related parties and description of relationship:

a) Holding Company : Binani Industries Limited

b) Fellow Subsidiary : Edayar Zinc Limited (EZL) – Formerly Binani Zinc Ltd. (BZL), Goa Glass Fibre Limited (GGFL), BIL Infratech Ltd., 3B Binani Glassfibre S.a.r.l. (3B Binani), Royalvision Projects Pvt. Ltd. (RPPL), Royalvision Infratech Private Limited**, Royalvision Concrete Private Limited**, RBG Minerals Industries Limited, Global Composites Holdings Inc. (formerly CPI Binani Inc.), Binani Global Cement Holdings Private Limited***, Project Bird Holding II S.a.r.l (PBH II), 3B Fiberglass SPRL, 3B-Fibreglass A/S and Tunfib S.a.r.l., Nirbhay Management Services Private Limited, Narsingh Management Services Private Limited.

c) Key Management Personnel : Mr. Braj Binani, Mr. Jotirmoy Ghose (upto 25.01.2017), Mr. Darshan Lal (w.e.f. 27.01.2017), Mr. Devendra Mehta (w.e.f 02.05.2016), Mrs. Vaishali Vyas (w.e.f. 29.07.2016), Mr. S. Sridhar, Dr. (Mrs.) Sangeeta Pandit and Mrs. Sudha Navandar.

d) Transactions where key Management Personnel have got significant influence : Mr. Braj Binani with Triton Trading Co. Pvt. Ltd. & Golden Global Pte Ltd.

* These Companies are under liquidation. ** strike off. *** under strike off route.

5 The company has given Inter-Corporate Deposits (Including interest receivable) to its Holding Company amounting to ` 1,25,142.41 Lakhs, as per Management the said loan will be repaid by the Holding Company through sales proceeds received by divesting Investment in Equity Shares of Binani Cement Limited. Further the company in its board meeting have decided not to charge interest on the above Inter-Corporate Deposits (ICDs) given to Binani Industries Limited effective April 01, 2015. The company has received appropriate opinion to ensure its compliance with the statutory regulations.

NOTE NO. 43 CONSOLIDATED EARNINg PER SHARE IS CALCULATED AS FOLLOwS :

PARTICULARS 31st March, 2017 31st March, 2016 A. Net Profit after tax attributable to equity shareholder ( ` in Lakhs) (36,727.31) (32,299.18)B. Equity shares outstanding as at the period end (in Nos.) 188,601,274 188,601,274 C. 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

D. Nominal Value per Equity Share (in `) 10.00 10.00 E. Earning Per Share (Basic and Diluted) (in `) (19.47) (17.13)

NOTE NO. 44

EMPLOYEE BENEFITS :a) Defined Contribution Plans : During the year the group has recognised ` 274.29 Lakhs (Previous Year ` 285.64 Lakhs) in the Profit and Loss Account on account of defined

contribution plans i.e. Employers Contribution to Provident Funds and ESIC.

I) Binani Cement Ltd

a) Defined benefit plans : as per actuarial valuation on 31st March, 2017

(i) gratuity : The Company provides for gratuity to employees in India as per the payment of Gratuity Act, 1972. Employees who are in continous service for a period of 5 years are elegible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

The amounts recognised in the balance sheet and the movements in the defined obligation and plan assets for the years are as follows:

I. Amount Recognised in the Balance Sheet (` in Lakhs)

PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 Present value of Defined Benefit Obligation 892.60 814.65 750.02 Fair value of plan assets 362.07 431.43 487.28 Defined benefit obligation net of plan assets 530.53 383.22 262.74 * Defined Benefit plan are funded.


133


II. Movement in Plan Assets and Obligations(` in Lakhs)

PARTICULARS

31st March, 2017 31st March, 2016 Present value of

obligation

Fair value of plan assets

Net amount

Present value of

obligation

Fair value of plan assets

Net amount

Balance as on 1st April 814.65 431.43 383.22 750.02 487.28 262.74 Current Service cost 87.28 - 87.28 84.74 - 84.74 Interest expense/(income) 67.37 (35.68) 31.69 60.00 (38.98) 21.02 Total amount recognised in the Statement of Profit & Loss 154.66 (35.68) 118.98 144.74 (38.98) 105.76 RemeasurementsReturn on plan assets, exclu. amount included in interest exp./(income)

- (27.46) 27.46 - 3.41 (3.41)

(Gain)/ loss from change in demographic assumptions - - - - - - (Gain)/ loss from change in financial assumptions 90.32 - 90.32 (19.53) - (19.53)Experience (gains)/ losses (89.45) - (89.45) 57.66 - 57.66 Total amount recognised in other comprehensive income 0.88 (27.46) 28.34 38.13 3.41 34.72 Employer contributions - - - - 20.00 (20.00)Benefit payments (77.58) (77.58) - (118.24) (118.24) - Balance as on 31st March 892.60 362.07 530.53 814.65 431.43 383.22

III. Major category of plan assets are as follows :

(` in Lakhs)


% Amount % Amount % AmountUnquotedInsurance Fund 100% 362.07 100% 431.43 100% 487.28 Total 100% 362.07 100% 431.43 100% 487.28

IV. Significant estimates: Actuarial assumptions are as follows :

PARTICULARS 31st March, 2017 31st March, 2016 Discount Rate 7.20% 8.27%Rate of increase in compensation levels 7.00% 7.00%Rate of Return on Plan Assets 7.20% 8.27%

V. Demographic Assumptions Mortality in Service : Indian Assured Lives Mortality (2006-08) Ultimate table Mortality in Retirement : LIC New Group Gratuity Cash Accumulation

Plan (NGGCA).

VI. Sensitivity analysis The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

(` in Lakhs)

PARTICULARS

Change in assumptions Impact on defined benefit obligationIncrease in assumptions Decrease in assumptions

31st March, 2017

31st March, 2016 31st March, 2017

31st March, 2016 31st March, 2017

31st March, 2016

Discount rate +1 %/-1 % +1 %/-1 % (84.86) (71.75) 99.33 80.73 Rate of increase in compensation levels

+1 %/-1 % +1 %/-1 % 98.53 80.95 (85.74) 73.14

PARTICULARS 31st March, 2017 31st March, 2016 Expected average remaining working lives of employees in years 16 16


134


The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

VII. The Defined Benefit obligation shall mature after the end of reporting period is as follows :

Expected contributions to post-employment benefit plans for next 12 months are ` 189.24 Lakhs.

The expected maturity analysis of undiscounted plans is as follows :

(` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016 Less than a year 40.61 40.61 Between 1-2 Years 76.97 76.97 Between 2-5 Years 121.13 121.13 Over 5 years 322.09 322.09 Total 560.80 560.80

(ii) Leave Encashment Disclosure

Provision towards liability for Leave Encashment made on the basis of actuarial valuation as per Indian Accounting Standard 19. Actuarial value of liability is ` 333.39 Lakhs (Previous Year ` 291.70 Lakhs) based upon following assumptions :

PARTICULARS 31st March, 2017 31st March, 2016 Discount Rate 7.20% 8.00%Rate of increase in compensation levels 7% 7%

c) In case of BCL, the Company has not considered any provision towards employee loyalty program as the same is accounted on payment basis. During the year ` 26.92 Lakhs (Previous Year ` 7.46 Lakhs) has been paid towards loyalty program.

II) Binani Cement Factory LLC

Employees terminal benefits

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. 45

OPERATINg LEASE


a) Future Lease Rental payments

(` in Lakhs) PARTICULARS 31st March, 2017 31st March, 2016 1st April, 2015 i) Not later than one year - 6.46 21.72 ii) Later than one year and not later than five years - - 0.85 iii) Lather than five years - - -

b) Operating lease payment recognised in Profit & Loss Account amounting to ` 535.93 Lakhs (Previous Year ` 539.67 Lakhs).

c) General description of the leasing arrangement:

i) Leased Assets: Car, Godowns and Office.

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

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


135


NOTE NO. 46

DISCLOSURE IN RESPECT OF SPECIFIED BANK NOTES HELD AND TRANSACTED :

(` in Lakhs)

PARTICULARS Specified BankNotes (SBNs)*

Otherdenominationnotes & Coins

Total

Closing cash in hand as on 08.11.2016 3.71 0.95 4.66

(+) Permitted receipts/ Withdrawal - 10.57 10.57

(-) Permitted payments - 8.95 8.95

(-) Amount deposited in Banks 3.71 - 3.71

Closing cash in hand as on 30.12.2016 - 2.58 2.58

* Specified Bank Notes is defined as Bank Notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees.

NOTE NO. 47

Trade Receivables of ` 471.28 Lakhs (Previous Year ` 881.35 Lakhs) have been netted off against advance received towards those sales and the excess of advance over such receivables amounting to ` 73.51 Lakhs (Previous Year ` 48.62 Lakhs) has been shown under other current liability. Such advances are settled after full amount is received from the debtors.

NOTE NO. 48

The Competition Commission of India (CCI) vide its order dated June 20, 2012 had imposed a penalty of ̀ 16,732 Lakhs on the Company alleging contravention of certain provisions of the Competition Act, 2002. The Company had filed an Appeal before the Competition Appellate Tribunal (COMPAT) against the aforesaid Order of CCI. The COMPAT,vide its order dated 11/12/2015, has set aside the order passed by the CCI and directed the CCI to hear the matter afresh. The CCI has again passed the same order on September 13, 2016 as passed earlier and now the matter is under consideration of COMPAT.

NOTE NO. 49

During the current year, the Company has made provision in the books towards compliance / fulfilment of Renewable Power Obligation (RPO) as per the guidelines of Rajasthan Electricity Regulatory Commission (RERC) and orders passed by Electricity Regulatory Commissions.

NOTE NO. 50

The company has not achieved the target as required by the Perform Achieve & Trade (“PAT”) cycle 1 (FY 2012-2015) as per the assessment carried by external auditor monitoring and verification. The company has not made any provision which may arise, as the company is of the contention no demand has been raised as of the balance sheet date.

NOTE NO. 51

Trade deposits includes deposits mainly from Dealers and Market Organizers, have classified as a long term liability, keeping in the view the arrangement with them considering long term business associations.

NOTE NO. 52 The Company had spent an amount of ` 13.04 Lakhs in the financial year 2014-15, towards CSR expenditure as against required to be spent amounting to ̀ 49.39 Lakhs. Out of the remaining unspent amount of ̀ 36.35 Lakhs continues to be carried forward in the previous year, out of which ̀ 18.60 Lakhs have been spent towards community welfare activities. Further, the remaining unspent amount of ` 17.75 Lakhs continues to be carried forward in the current year, out of which ` 15.18 Lakhs have been spent towards community welfare activities. Due to continuous losses in the previous three financial years, the Company is not required to spent any additional amount on CSR activities during the current year and previous year.

NOTE NO. 53

EVENTS OCCURINg AFTER BALANCE SHEET DATE

Borrowings - In case of BCL, the term loans / CC and accrued interest thereon from fourteen banks were acquired by Edelweiss Assets Reconstruction Company (EARC) amounting to ̀ 225,158 Lakhs. These debts have been reworked on the basis of restructuring scheme sanctioned vide EARC letter dated 2nd May 2017. Accordingly, necessary provisions towards interest and conversion into FITL has been made in the books.


136


No events or transactions have occurred except above 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 figures have been regrouped / rearranged wherever necessary to conform with the figures of the current year.











137

CONSOLIDATED STATEMENT OF CASH FLOw FOR THE YEAR ENDED 31ST MARCH, 2017(` in Lakhs)


CASH FLOw FROM OPERATINg ACTIVITIES

Loss Before Tax and before Prior period items (44,977.23) (46,573.68)

Adjustments for:

Depreciation / Amortisation 12,915.97 14,377.41

Interest and Finance Charges 47,604.06 40,416.82

Unrealised Exchange Rate Fluctuations (net) (138.27) 433.93

Bad Debts written off/ Provision for doubtful debts 995.09 1,362.64

(Profit)/ Loss on Sale/Discard of Property, Plant and Equipment (PPE) 2.96 127.71

Interest Income (346.45) (418.46)

Dividend Income (2.43) -

Operating Profit Before working Capital Changes 16,053.70 9,726.36

Adjustments for:

Inventories 2,162.55 10,629.16

Trade and Other Receivables (24,704.30) (29,016.41)

Trade and Other Payables 13,357.43 3,648.76

Cash generated from Operations 6,869.38 (5,012.13)

Direct Taxes Paid (Net) (108.73) (16.15)

A NET CASH FLOw FROM OPERATINg ACTIVITIES 6,760.65 (5,028.28)

Cash Flow from Investing Activities

Purchase of PPE (including capital work - in progress) 3,431.80 (5,067.70)

Investment (including investment in Subsidiaries) 1.98 (128.93)

Other Advances/ Non Current Assets (130.75) 211.52

Fixed deposit with banks (428.37) 2,720.26

Dividend Income Received 2.43 -

Interest income Received 2,369.69 4,645.23

B NET CASH USED IN INVESTINg ACTIVITIES 5,246.78 2,380.38

Cash Flow from Financing Activities

Repayment of Long term Borrowings (79,613.25) (139,097.45)

Proceeds of Long term Borrowings 96,962.75 163,507.05

Proceeds/ (Repayment) from Trade Deposit (224.74) 577.41

Interest & Finance Charges paid (38,100.83) (35,288.66)

Dividend / Dividend Distribution Tax Paid/ transferred to IEF (5.53) (3.14)

Proceeds / (Repayment) from Short Terms Borrowings (Net) 8,526.50 9,240.23

C NET CASH USED (IN)/FROM FINANCINg ACTIVITIES (12,455.10) (1,064.56)

D NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) (447.67) (3,712.46)

E OPENINg CASH & CASH EQUIVALENTS (318.19) 3,394.27


138

(` in Lakhs)


F CLOSINg CASH & CASH EQUIVALENTS (D+E) (765.86) (318.19)

Cash and Cash Equivalents as per above comprises of the following:

Cash and Cash Equivalents (Refer Note no. 7) 2,172.83 2,738.78

Bank Overdrafts (Refer Note no. 17) (2,938.69) (3,056.97)

Balances as per statement of Cash Flows (765.86) (318.19)


Notes:-

1. Cash Flow Statement has been prepared under the indirect method as set out in the Indian Accounting Standard (Ind AS) 7 “Statement of Cash Flows”.

2. Cash & Cash Equivalents includes ̀ 23.51 Lakhs (Previous year ̀ 59.70 Lakhs) in respect of bank accounts freezed by Govt. Authorities, the balance of which is not available to the Company.

3. Previous year figures have been recast / regrouped wherever considered necessary.












139

CONSOLIDATED STATEMENT OF NET ASSETS AND TOTAL COMPREHENSIVE INCOME FOR YEAR ENDED 31ST MARCH, 2017

Name of the entity

Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other

comprehensive incomeShare in total

comprehensive income

As % of consolidated

net assets(` in Lakhs)

As % of consolidated profit or loss

(` in Lakhs)


othercomprehensive

income

(` in Lakhs)


totalcomprehensive

income

(` in Lakhs)

1 2 3 4 5 6 7 8 9

PARENT

BINANI CEMENT LIMITED 21.25% 48,657.73 94.19% (34,759.65) 100.00% (18.53) 21.25% 48,639.20

SUBSIDIARIES

INDIAN

1 Swiss Merchandise Infrastructure Pvt. Ltd.

0.35% 791.31 0.00% 1.24 0.00% - 0.35% 791.31

2 Merit Plaza Ltd. 0.74% 1,689.91 -0.10% 37.10 0.00% - 0.74% 1,689.91

3 Binani Energy Pvt. Ltd. 0.00% 3.05 0.00% 0.12 0.00% - 0.00% 3.05

4 Binani Ready Mix Concrete Limited

-0.15% (340.35) 0.03% (11.12) 0.00% - -0.15% (340.35)

Foreign

1 Shandong Binani Rong'an Cement Company Ltd.

9.13% 20,889.43 6.57% (2,425.14) 0.00% - 9.13% 20,889.43

2 Binani Cement Factory LLC (BCF)

4.62% 10,574.72 -3.67% 1,355.36 0.00% - 4.62% 10,574.72

3 BC Tradelink Limited -0.04% (91.63) 0.00% - 0.00% - -0.04% (91.63)

4 Binani Cement Tanzania Limited -0.16% (365.25) 0.18% (66.69) 0.00% - -0.16% (365.25)

5 Binani Cement (Uganda) Ltd. 0.00% (0.00) 0.00% - 0.00% - 0.00% (0.00)

6 Krishna Holdings Pte Limited 20.10% 46,004.00 -1.20% 443.42 0.00% - 20.10% 46,004.00

7 Mukundan Holdings Limited 21.80% 49,896.31 3.34% (1,231.45) 0.00% - 21.80% 49,896.31

8 Murari Holdings Limited 17.95% 41,083.16 0.58% (215.17) 0.00% - 17.95% 41,083.16

9 Bhumi Resources (Singapore) Pte Limited

4.33% 9,916.26 -0.02% 8.76 0.00% - 4.33% 9,916.26

10 PT Anggana Energy Resources 0.08% 189.72 0.11% (39.23) 0.00% - 0.08% 189.72

11 Binani Cement Fujairah LLC 0.01% 26.46 0.00% - 0.00% - 0.01% 26.46

100.00% 228,924.83 100.00% (36,902.45) 100.00% (18.53) 100.00% 228,906.30

Elimination/ Consolidation Adjustments

(185,265.23) (67.38) - (185,265.23)

Non-controlling interest in subsidiary 2,094.24 (242.52) - 2,094.24

TOTAL 41,565.36 (36,727.31) (18.53) 41,546.83


140

FORM

AOC

-1PA

RT A

: SU

MM

ARIS

ED F

INAN

CIAL

INFO

RMAT

ION

FOR

THE

YEAR

/ PE

RIOD

END

ED O

N M

ARCH

31,

201

7, IN

RES

PECT

OF

SUBS

IDIA

RIES

OF

THE

COM

PANY

IN C

OMPL

IANC

E w

ITH

FIRS

T PR

OVIS

O TO

SUB

-SEC

TION

(3) O

F SE

CTIO

N 12

9 OF

COM

PANI

ES A

CT, 2

013

READ

wIT

H RU

LE 5

OF

COM

PANI

ES (A

CCOU

NTS)

RUL

ES, 2

014

(Am

ount

in L

akhs

)

Sr.

noNa

me o

f the

Sub

sidia

ry C

ompa

ny

Date

sinc

e wh

en

subs

idia

ry

was a

cqui

red

Repo

rtin

g per

iod

for t

he

subs

idia

ry

Repo

rtin

g cu

rrenc

yEx

chan

ge

rate

Sh

are

Capi

tal

Rese

rves

&

Surp

lus

Tota

l As

sets

Tota

l Li

abili

ties

Deta

ils of

In

vest

men

ts

(exc

ept

inve

stm

ent i

n su

bsid

iarie

s)

Turn

over

ex

cludi

ng

othe

r in

com

e

Profi

t/(L

oss)

be

fore

ta

xatio

n

Prov

ision

fo

r Ta

xatio

n

Profi

t/(L

oss)

af

ter

taxa

tion

Prop

osed

Di

vide

nd%

of

shar

ehol

ding

12

34

56

78

910

1112

1314

1516

1Kr

ishna

Hol

ding

s Pte

. Ltd

.(KHL

)20

.03.

2008

1st J

anua

ry 2

016

to

31st

Dec

embe

r 201

6

USD

64.

8020

6

19.3

7 2

7.14

787.4

7 14

0.96

-

- 6

.87

0.2

5 6

.61

- B

CL-5

5.54

%M

HL-4

4.46

% IN

R 4

0,13

6.50

1,

758.

43

51,0

29.4

3 9

,134.

50

- -

460

.48

17.0

6 4

43.4

2 -

2M

ukun

dan

Hold

ings

Ltd.

(MHL

)05

.02.

2008

1st J

anua

ry 2

016

to

31st

Dec

embe

r 201

6

USD

64.

8020

77

0.05

(1

50.0

7) 1,

025.

90

405

.92

- -

(18.

36)

- (1

8.36

) -

100%

IN

R 4

9,90

0.79

(9

,724.

78)

66,

480.

31

26,

304.

30

- -

(1,23

1.45)

- (1

,231.4

5) -

3M

urar

i Hol

ding

s Ltd

. (M

UHL)

30.10

.200

81s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

USD

64.

8020

5

48.0

5 (6

7.07)

799.

49

318

.51

- -

(3.2

1) -

(3.2

1) -

100%

IN

R 3

5,51

4.74

(4

,346

.29)

51,8

08.4

0 2

0,63

9.95

-

- (2

15.17

) -

(215

.17)

-

4Sw

iss M

erch

andi

se In

frast

ruct

ure

Lim

ited

27.0

1.201

11s

t Apr

il 20

16 to

31

st M

arch

201

7IN

R 5

.00

786.

31

6,6

13.11

5

,821

.80

- -

1.89

0

.65

1.24

-

100%

5M

erit

Plaz

a Lim

ited

27.0

1.201

11s

t Apr

il 20

16 to

31

st M

arch

201

7IN

R 5

.00

1,68

5.10

6

,164.

60

4,47

4.50

-

- 1.

71

(35.

56)

37.2

7 -

100%

6Bh

umi R

esou

rces

(Sin

gapo

re) P

te.

Ltd(

Bhum

i)26

.10.2

009

1st J

anua

ry 2

016

to

31st

Dec

embe

r 201

6

USD

64.

8020

15

0.00

3

.02

160.

17

7.15

-

- 0

.13

(0.0

0) 0

.13

- 10

0%

INR

9,72

0.30

19

5.96

10

,379

.60

463

.33

- -

8.5

2 (0

.24)

8.76

-

7Bi

nani

Cem

ent F

acto

ry LL

C (B

CF LL

C)05

.03.

2009

1st J

anua

ry 2

016

to

31st

Dec

embe

r 201

6

AED

17.6

427

319

.43

279

.95

3,0

58.8

5 2

,459.

47

- 1,

719.

16

74.2

4 -

74.2

4 -

MUH

L- 5

1%

MHL

-49%

INR

5,6

35.6

0 4

,939

.11

53,

966.

33

43,

391.6

1 -

31,3

87.6

6 1,

355.

36

- 1,

355.

36

-

8Bi

nani

Cem

ent F

ujai

rah

LLC

06.0

5.20

151s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

AED

17.6

427

1.50

-

316

.94

315

.44

- -

- -

- -

BCFL

LC- 8

0%

INR

26.

46

- 5

,591

.61

5,5

65.14

-

- -

- -

-

9Bi

nani

Ene

rgy P

rivat

e Ltd

28.11

.201

21s

t Apr

il 20

16 to

31

st M

arch

201

7IN

R 1.

00

2.0

5 3

.14

0.0

9 -

- 0

.10

(0.0

2) 0

.12

- 10

0%

10Sh

ando

ng B

inan

i Ron

g'An

Cem

ent C

o.

Ltd.

(SBR

CC)

22.0

6.20

071s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

RMB

9.4

037

4,5

00.0

0 (2

,278.

58)

7,00

7.35

4,78

5.94

-

2,6

65.4

3 (2

43.2

9) -

(243

.29)

- KH

L- 9

0%

INR

42,3

16.4

3 (2

1,427

.00)

65,

894.

72

45,

005.

29

26,

569.

18 (

2,425

.15)

- (2

,425.

15)

-

11PT

Ang

gana

Ene

rgy R

esou

rces

04.0

2.20

101s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

IDR

0.0

049

54,6

30.0

0 (1

5,62

5.72

) 16

5,36

6.29

12

6,36

2.00

-

- (7

,516

.96)

241

.39

(7,75

8.35

) -

BHU

MI-

100%

IN

R 2

65.72

(7

6.00

) 8

04.3

4 6

14.6

2 -

- (3

8.01

) 1.

22

(39.

23)

-

12BC

Trad

elin

k Lim

ited

29.0

8.20

071s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

TZS

0.0

289

0.0

2 (3

,165.

57)

221

.12

3,3

86.6

7 -

- -

- -

- B

CFLL

C- 10

0%

INR

0.0

0 (9

1.63)

6.4

0 9

8.03

-

- -

- -

-

13Bi

nani

Cem

ent T

anza

nia L

imite

d24

.03.

2014

1st J

anua

ry 2

016

to

31st

Dec

embe

r 201

6

TZS

0.0

289

320

.00

(12,9

38.8

3) 4

6,11

8.17

5

8,73

7.00

- 4

,076

.51

(2,18

3.51

) -

(2,18

3.51

) -

BCF

LLC-

100%

INR

9.2

6 (3

74.5

1) 1,

334.

89

1,70

0.14

-

124.

50

(66.

69)

- (6

6.69

) -

14Bi

nani

Cem

ent (

Ugan

da) L

td *

22.12

.201

01s

t Jan

uary

201

6 to

31

st D

ecem

ber 2

016

UGX

0.0

179

0.0

2 (0

.17)

58.

53

58.

68

- -

- -

- -

BCFL

LC- 1

00%

INR

0.0

0 (0

.00)

1.05

1.

05

- -

- -

- -

15Bi

nani

Rea

dy M

ix Co

ncre

te Li

mite

d30

.03.

2012

1st A

pril

2016

to

31st

Mar

ch 2

017

INR

620

.90

(961

.25)

4.8

5 3

45.2

0 -

- (1

1.15)

(0.0

3) (1

1.12)

- 10

0%

* The C

ompa

ny is

und

er li

quid

atio

n.No

tes:

1)

For t

he p

urpo

se o

f the

abov

e sta

tem

ent,

the fi

nanc

ial s

tate

men

ts o

f the

over

seas

subs

idia

ries a

re co

nver

ted

into

INR

on th

e bas

is of

clos

ing

exch

ange

rate

as o

n M

arch

31,

2017

and

aver

age r

ate f

or P

rofit

and

loss

item

s.2)

Tu

rnov

er, P

rofit

/(Los

s) b

efor

e Tax

atio

n, P

rovi

sion

for T

axat

ion

and

Profi

t/(Lo

ss) a

fter T

axat

ion

show

n ab

ove a

re fo

r the

per

iod

/ yea

r Apr

il 01

, 201

6 to

Mar

ch 3

1, 20

17. S

hare

Cap

ital, R

eser

ves &

Sur

plus

, Tot

al A

sset

s and

Tota

l Lia

bilit

ies s

hown

abov

e are

as at

31s

t M

arch

201

7.3)

No

ne o

f the

com

pani

es h

as p

ropo

sed

/ pai

d di

vide

nd d

urin

g / f

or th

e per

iod

April

1, 2

016

to M

arch

31,

2017

.4)

Th

e Sta

tem

ent d

oes n

ot in

clude

com

pani

es w

hich

hav

e bee

n clo

sed

/ sol

d du

ring

the y

ear.


141

PART

B :

SUM

MAR

ISED

FIN

ANCI

AL IN

FORM

ATIO

N FO

R TH

E YE

AR /

PERI

OD E

NDED

ON

MAR

CH 3

1, 2

017,

IN R

ESPE

CT O

F AS

SOCI

ATES

AND

JOI

NT V

ENTU

RES

OF T

HE C

OMPA

NY IN

COM

PLIA

NCE

wIT

H FI

RST

PROV

ISO

TO S

UB-S

ECTI

ON (3

) OF

SECT

ION

129

OF C

OMPA

NIES

ACT

, 201

3 RE

AD w

ITH

RULE

5 O

F CO

MPA

NIES

(ACC

OUNT

S) R

ULES

, 201

4

Sr.

no

Nam

e of t

he

Asso

ciate

s/ Jo

int

Vent

ures

Date

on w

hich

th

e Ass

ocia

te/

Join

t Ven

ture

was

as

socia

ted/

acqu

ired

Late

st au

dite

d Ba

lanc

e She

et D

ate

Shar

es of

Ass

ocia

te/

Join

t Ven

ture

s hel

d by

the c

ompa

ny on

th

e yea

r end

Amou

nt of

In

vest

men

t in

Asso

ciate

s/Jo

int

Vent

ure

Exte

nd of

Hol

ding

%De

scrip

tion

of h

ow

ther

e is s

igni

fican

t in

fluen

ce

Reas

on w

hy th

e as

socia

te/jo

int

vent

ure i

s not

co

nsol

idat

ed

Net w

orth

at

tribu

tabl

e to

shar

ehol

ding

as

per l

ates

t aud

ited

Bala

nce S

heet

Profi

t/Lo

ss fo

r the

ye

ar (C

onsid

ered

in

Cons

olid

atio

n)

Profi

t/Lo

ss fo

r th

e yea

r (No

t Co

nsid

ered

in

Cons

olid

atio

n)

12

34

5 (in

Nos

.)6

(` in

Lakh

s)7 (

in %

)8

910

(` in

Lakh

s)11

(` in

Lakh

s)12

(` in

Lakh

s)

1Bi

nani

Asp

ire LL

C09

.09.

2015

N.A.

75,0

00

126.

95

50%

Hold

ing

of 5

0% o

f the

iss

ued

shar

e cap

ital

N.A.

126.

23

- -

Not

es:

1)

The

abov

e Co

mpa

ny is

a J

oint

Ven

ture

bet

ween

Bin

ani C

emen

t Fac

tory

LLC

, UAE

and

Gal

far A

spire

Rea

dym

ix L

LC, O

man

.

2)

The

abov

e Jo

int V

entu

re C

ompa

ny is

yet

to c

omm

ence

ope

ratio

ns.

3)

Ther

e ab

ove

info

rmat

ion

is b

ased

on

the

man

agem

ent c

ertifi

ed fi

nanc

ials

.

For a

nd o

n be

half

of th

e Bo

ard

of D

irect

ors

Braj

Bin

ani

Dars

han

Lal

Plac

e : M

umba

iHe

man

t Pal

iwal

Umes

h La

thi

Vais

hali

Vyas

Chai

rman

ED (O

) & W

TDDa

te :

29th

May

, 201

7A.

V.P.

(F&A

)Ch

ief F

inan

cial

Offi

cer

Com

pany

Sec

reta

ryDI

N: 0

0009

165

DIN

: 068

1104

0


142

AgM

ROU

TE M

AP

BINANI CEMENT LIMITED (Company under Corporate Insolvency Resolution Process)

[CIN : U26941WB1996PLC076612] Registered Office: 37/2 Chinar Park, New Town, Rajarhat Main Road, P.O : Hatiara, Kolkata – 700157

Website : www.binanicement.in, Tel: 08100326795 Fax : 033-40088802

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

DP Id* Folio No.

Client Id* No. of Shares

Name of the Member / Proxy ______________________________________________________________________________________________

I hereby record my presence at the 21st Annual general Meeting of the company to be held on Monday, 18th December, 2017 at 2.30 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata- 700 020.

*Applicable for investors holding shares in electronic form.

Signature of Shareholder / Proxy

BINANI CEMENT LIMITED (Company under Corporate Insolvency Resolution Process)

[CIN : U26941WB1996PLC076612] Registered Office: 37/2 Chinar Park, New Town, Rajarhat Main Road, P.O : Hatiara, Kolkata – 700157

Website : www.binanicement.in, Tel:08100326795 Fax : 033-40088802

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies [Management and Administration] Rules, 2014)

Name of the Member(s): _________________________________________________________________________________________________

Registered Address: _____________________________________________________________________________________________________

E-mail ID: _____________________________________________________________________________________________________________

Folio No./Client ID: _____________________________________________________________________________________________________

DPID : ________________________________________________________________________________________________________________

I/We, being the member(s) of Binani Cement Limited holding _________Share(s) of the Company, hereby appoint:

1. Name: ___________________________________________ Address: ________________________________________________________

E-mail ID : ________________________________________ Signature : ______________________________________ or failing him / her,

2. Name: ___________________________________________ Address: ________________________________________________________

E-mail ID : ________________________________________ Signature : ______________________________________ or failing him / her,

3. Name: ___________________________________________ Address: ________________________________________________________

E-mail ID : ________________________________________ Signature : ______________________________________________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st Annual General Meeting of the Company to be held on Monday, 18th December, 2017 at 2.30 p.m. at Rotary Sadan, 94/2, Chowringhee Road, Kolkata- 700 020 and at any adjournment thereof in respect of such resolutions as are indicated below

Item No. Resolution For Against1 Adoption of the Audited Financial Statements including Audited Consolidated Financial Statements for

the financial year ended 31st March, 2017 together with Reports of the Board of Directors and the Auditors thereon.

2 Re-appointment of Mr. Braj Binani as Director of the Company3 Ratification of appointment of M/s MSKA & Associates, Chartered Accountants as Statutory Auditors of

the Company4 Ratification of Cost Auditors’ remuneration

Signed this ________________________ day of __________________ 2017.

Signature of Shareholder _______________________________________ Signature of Proxyholder(s)____________________________________

NOTES:1. This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company 37/2 Chinar Park, New Town, Rajarhat Main

Road, P.O : Hatiara, Kolkata – 700157, not less than 48 hours before the commencement of the Meeting.

2. The Proxy Form should be signed by the Member or his attorney authorised in writing, or in case of a corporate member, should be under its seal or should be signed by an officer or attorney authorised by such Member. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Affix Revenue Stamp

ww

w.w

este

rnpr

ess.

in

BINANI CEMENT LIMITED Mercantile Chambers, 12, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001.

www.binanicement.in

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