As on: Sep 23, 2023 08:54 AM
Your Directors hereby submit the report on Business and Operations, along with the Audited Financial Results of the Company for the year ended 31st March 2021.
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED MARCH 31, 2021:
(Rs. in Lakhs)
REVIEW OF OPERATIONS
The revenue from operations consists of the revenue recognized from sale of flats under Joint Development Project (JDA) to the tune Rs.2935.88 lakhs and a marginal amount of Rs.0.15 lakhs received as Lease Rent.
Interest charged to the tune of Rs.4179.12 lakhs on the advances to a Related Party for purchase of Land and Wind Mill, which has been called back constitutes the major revenue for the year.
JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S.SPR CONSTRUCTION PVT. LTD.
The Company has commenced the development of the world-class integrated township on a Joint Development Model. The Joint Development Agreement (JDA) has been signed with leading Chennai-based real estate developers, SPR Group, for development on its mainland area of 63.89 acres at Perambur, Chennai.
The mixed use development is the first-of-its-kind township located in a prime location and is based on the concept of building a destination "Where Business Meets Life". Planned around combining professional workspaces and living spaces into one gated arena, it includes a separate residential development, an organized wholesale center, along with a Retail Mall, School, Convention Center and Entertainment Area. The joint venture between Binny Ltd. and SPR Group believes it can utilize the opportunity presented by the current physical and social infrastructure bottlenecks faced in Sowcarpet (South India's largest wholesale market) located at just 3 kms from the Project Site. The Site has easy road access on all four sides, and is the only private land of this scale in close proximity to the city's wholesale markets. The development of the wholesale center on the site will prove to be an extension/ alternative to the Sowcarpet market and is expected to become a trading hub not only for the Chennai city, but also the entire South India, given its proximity to Chennai Port.
The Project has already received great levels of expression of interest from all quarters. Its residential phase and wholesale market development has already received all the requisite approvals and RERA registration, with other developments expected to obtain the same in the next few months. The Project shall be developed over a period of 7-9 years in a phased manner. Work on the first phase has already begun and is proceeding at a steady pace. The project's residential towers (Tower A, Tower B and H) has met with overwhelming response from the Chennai community and was successful in selling a record number of units in a short span.
Current Status of Project:
1. Residential Towers Development – Phase 1 towers - (Tower A, Tower B and H) is already 80% sold out. The Civil Structure has completed and finishing work has started. The approval for next residential tower is also received now and the sale for same shall also commence in FY 2021-22.
2. School Development – The School is 100% Completed. The School is named as "The Shriram Universal School (TSUS), Chennai" and has commenced operations from the Academic Year 2020-21 in collaboration with Shri Educare Group from Delhi who are known to setup distinguished educational institutes like Lady Shriram College, Shriram College of Commerce and a string of Schools with the TSUS brand name. The School has adopted CBSE curriculum and has classes from Nursery to Grade VII. The School has garnered an incredible response from the micro market with more than 550 admissions for it first two academic year. The School stands as testimony to the Company's promise of improving the overall quality of life. We foresee higher customer confidence on the vision of project which will reflect in form of higher and faster sales.
3. Villa Development - Civil Structure are nearing completion and finishing work is underway. Aiming to deliver Villa's by current financial year.
4. Market of India, Wholesale Market – Phase 1 of Market of Indian work is going in full swing and so far 100% of excavation and almost 40% of civil work is completed. On Sales front as well, Market of India is receiving very good response with more than 50% of small shops for sale are sold.
Impact of Covid-19 on the Company
During the last years Covid-19 lockdown and again the second wave lockdown imposed by States, the ability to do business has been impacted since there were severe restrictions on the movement of construction material, employees, labour and interested customers. However, the Company is backed by a strong Joint Development Partner, committed employees and a resilient business model and with positive sentiments for Real estate sector, the Project is nearing pre-covid velocities of Sales and Construction. We are also noticing that customers are more risk averse than before and are inclined towards project which are nearing completion hence our project is placed rightly for current market expectations.
ADVANCES RECOVERABLE FROM M/S.MOHAN BREWERIES AND DISTILLERIES LIMITED (MBDL) AND FROM THIRD PARTIES:
A. For Advances recoverable from MBDL :
MBDL has submitted a proposal towards settlement of their entire dues, aggregating to Rs.518.74 crores, the details of which are as below :
As per the said proposal, the Company is acquiring/ taking over certain business and immovable properties of MBDL.
The said proposal was thoroughly evaluated, examined and approved in the Board Meetings held on 30.7.2021 and 30.8.2021, subject to the approval of the shareholders of the Company.
B. For Trade Advances recoverable from Others
The Company has extended certain advances in the normal course of its operation to certain third parties for purchase of Land, Textile Goods and other items. As there were some disputes on the terms and conditions with the parties, the Contracts were cancelled and the money was called back and the amounts were due for recovery. MBDL has shown interest to take over these receivables at a fair value. Accordingly, the Company is proposing to transfer these advances amounting to Rs.285.30 crores to MBDL for a consideration of Rs.285.30 crores.
It is proposed to set-off the aforesaid consideration payable by MBDL to the tune of Rs.285.30 crores for transfer of receivables by the Company, the amount payable by Binny to MBDL towards the following :
The aforesaid proposal has been approved by the Board in the Board Meetings of the Company held on 30.7.2021 and 30.8.2021, subject to the approval of the Shareholders of the Company.
In this background, the total amounts payable to MBDL and the total amounts receivable from MBDL are tabulated as under:
MBDL agreed to waive this amount of Rs.15.96 crores in the long term interest of settling the related party transactions.
DIVIDEND
The Company does not recommend any dividend for the year ended March 31, 2021.
DEPOSIT
The Company did not invite or accept any deposit during the year under review.
DIRECTORS
RE-APPOINTMENT OF RETIRING DIRECTOR
Shri. M Nandagopal(DIN: 00058710),Executive Chairman, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) pursuant to the provision of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for approval of the members at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 52ndAnnual General Meeting of the Company.
APPOINTMENT OF DIRECTORS
Smt. Madhaneswari Nandagopal (DIN:00303297) was appointed as an Additional cum Non-Executive Director of the Company on 30.08.2021 who shall hold office upto the date of the ensuing Annual General Meeting of the Company. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Smt. Madhaneswari Nandagopal (DIN:00303297) is proposed to be appointed as Non-Executive Director of the Company with effect from 30th August 2021 and necessary resolution seeking the approval of the members for her appointment is included in the Notice convening the Annual General Meeting. She is liable to retire by rotation Further, Subject to the approval of the members of the Company, Shri. T Krishnamurthy (DIN:02661966) was appointed as a Whole time Director, liable to retire by rotation, designated as Director (Finance) & CFO for a period of five years with effect from 04th September, 2021 on the terms and conditions enumerated in the AGM notice.
RESIGNATION OF DIRECTOR & KEY MANAGERIAL PERSONNEL
Shri. S.Natarajan, Non Executive Director, resigned from the Board on 29.08.2021 and the same was accepted by the Board. Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Shri. S Natarajan during his tenure of office as Non-Executive Director of the Company During the year, Shri. T Krishnamurthy, Chief Financial Officer (CFO) and Company Secretary (CS) had resigned from the post of Company Secretary on 14.12.2020 and continue as Chief Financial Officer of the Company.
Further on the recommendation of Nomination and Remuneration Committee and subject to the approval of the members of the Company, Shri T.Krishnamurthy was appointed as Director (Finance) & CFO for a period of 5 years.
Necessary resolution for his appointment is included in the Notice convening the AGM.
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of Remuneration during the Financial Year 2020-21 in excess of the sum prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD
The Board Meetings were conducted to review the Company's business and to discuss its strategies and plans. During the Year, 4 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board has the following Committees:
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee and
4) Corporate Social Responsibility Committee
The details on the number of Audit Committee Meetings, Stakeholders Relationship Committee meetings and Nomination and Remuneration Committee of the Company held during the year along with their constitution and other details are provided in the report on Corporate Governance.
During the year, all the recommendations of the Audit Committee were accepted by the Board.
BOARD EVALUATION
As per provision of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out a performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the financial year 2020-21.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the independent directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the provision of Companies Act, 2013 read with Rules made there under, they have registered themselves in the databank earmarked for Independent Director and maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience in their respective fields
FAMILIARISATION PROGRAMMES:
The Company has a familiarization programme for Independent Directors pursuant to Listing Regulations, 2015. The same is dealt with in the Annual Report. The Familiarization Programme is available in the website of the Company. The link for the same isgivenashttp://www.binnyltd.in/images/policies/FAMILIARIZATION_DIRECTORS.pdf
ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company is available at company's website www. binnyltd.in
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Policy provides for appropriate composition of Executive, Non-Executive and Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013.
The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy and as per the recommendations of Nomination and Remuneration Committee of the Company.
Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in ANNEXURE-I The Nomination and Remuneration policy is posted on the Company's website on the below link. http://www.binnyltd. in/images/policies/Nomination_Policy.pdf
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that: (a) in the preparation of the annual financial statements for the financial year ended 31st March, 2021, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) the Directors had 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 as at 31st March, 2021 and of the profit of the Company for the financial year ended 31stMarch, 2021; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a ‘going concern' basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunity for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available in the website of the Company. The link for the same is http://www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_ Mechanism.pdf
AUDITORS AND AUDITORS REPORT:
A. Statutory Auditors:
M/s. Sagar & Associates, Chartered Accountants, Hyderabad bearing Firm Registration No. 003510S,were reappointed as Statutory Auditors of the Company at the 51stAnnual General Meeting to hold office uptothe conclusion of 56thAnnual General Meeting of the Company. to be held in the year 2025 on such remuneration of Rs. 5,90,000(Rupees Five lakhs Ninety Thousand only), exclusive of applicable taxes thereon and out of pocket expenses.
As required under Regulation 33 of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Statutory Auditors' Report
The Auditors' Report to the shareholders on the Audited Financial Statements for the year ended 31st March, 2021does not contain any qualification, reservation or adverse remark.
B. Cost Auditors:
As the Company is not covered under the ambit of Section 148of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014, the requirement for maintenance of cost records and appointment of Cost Auditor does not arise
C. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Shri. V.Suresh, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the Financial Year 2020-21. The report of the Secretarial Auditor is enclosed as ANNEXURE II to this report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.
Reporting of fraud
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has complied with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof is given as an annexure to the Report as ANNEXURE III
Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.
RISK MANAGEMENT:
The company has formulated and laid down procedures about the risk assessment and risk management procedures. These procedures are periodically reviewed to ensure that risks are managed / mitigated through a well-defined framework.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company, to which the financial statements relate and the date of the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Notes to the Financial Statements forming part of this report. The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC- 2 as ANNEXURE-IV
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company is maintaining adequate and effective Internal Financial Control (IFC) over Financial Reporting (FR) based on Guidance notes on Audit for Internal financial Control over financial reporting, for ensuring the orderly and efficient conduct of its business, including adherence to its 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. Apart from Internal Auditors, who review all the financial transactions and operating systems, the Company has also in place adequate Internal Financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
Conservation of Energy
Foreign Exchange Earnings and Outgo :
Foreign Exchange earned: Nil Foreign Exchange used : Nil
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has already constituted the Corporate Social Responsibility Committee during the previous financial year. The composition of Corporate Social Responsibility Committee is; Shri. M Nandagopal- Chairman Shri. Arvind Nandagopal - Member Shri. R Arunkumar - Member The Committee has conducted the CSR Committee Meeting on 14.09.2020 during the year and all the members of the Committee were present at the Meeting.
SCOPE OF CSR POLICY
This policy will apply to all projects/ programmes undertaken as part of the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in Corporate Governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed there under.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR Project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR policy.
The CSR Policy of the Company is uploaded in the website of the Company,http://www.binnyltd.in/images/policies/CSR Policy.pdf
CSR ACTIVITIES
The Company is liable to spend a sum of Rs.41.66 lakhs as per Section 135 of the Companies Act, 2013 relating to CSR for the year ended 31st March 2021. Since the Company was not able to find any suitable project, it has been decided to transfer the above mentioned unspent CSR amount to a Fund specified in Schedule VII, before the expiry of six month from the closure of financial year as stipulated in Section 135(5) of the Companies Act, 2013.
CHANGE IN NATURE OF BUSINESS
There has been no change of business during the financial year under review
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the Company as a going concern and/or company's operations.
DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
ACKNOWLEDGEMENT
The Directors acknowledge the cooperation and assistance extended by the Government of India and Government of Tamil Nadu and place on record their appreciation and gratitude to them.
The Directors also thank the shareholders, employees and all other stakeholders of the Company for their continued support and cooperation.