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EQUITY - MARKET SCREENER

Binani Industries Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
500059
INE071A01013
-61.5549473
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BINANIIND
0
48.62
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Nov 01, 2024 05:13 AM

The Directors are pleased to present 61st Annual report and the Audited Financial Statement for the year ended 31st March, 2024 together with the Auditor's Report thereon.

1) FINANCIAL SUMMARY:

Particulars Standalone Consolidated
2023-24 (Amount in Lakhs) 2022-23 (Amount in Lakhs) 2023-24 (Amount in Lakhs) 2022-23 (Amount in Lakhs)
Total Income 28 236 28 236
Total Expenses 612 9,974 743 15,307
Profit before tax and exceptional Items (584) (9,739) (715) (15,071)
Exceptional income -- -- -- --
Profit after exceptional Items before tax (584) (9,739) (715) (15,071)
Taxes(benefit) -- -- -- --
Profit after tax (584) (9,739) (715) (15,071)
Other Comprehensive Income / (Loss) -- -- -- --
Net Profit (584) (9,739) (715) (15,071)
Earnings per share (Basic) (1.86) (31.05) (2.28) (48.05)

2) DIVIDEND:

In view of loss, the Directors do not recommend any dividend on preference or on equity shares of the Company for the financial year ended 31st March, 2024.

In terms of Section 47(2) of Companies Act, 2013 Triton Trading Company Private Limited (TTCPL), 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 12,298,000 - 0.01% Non -Cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up held by TTCPL in the Company. These shares were allotted on 31st March, 2015.

3) TRANSFER TO RESERVES:

In view of the loss, no amount is required to transfer to the Reserves Fund for the financial year 2023-24.

4) CHANGES IN THE NATURE OF BUSINESS:

The Company did not undergo any change in the nature of its business during the fiscal 2024.

5) COMPANY'S PERFORMANCE:

During the year under review, the Company has not undertaken any business. The Company could curtail the expenses and the Loss after tax attributable to shareholders and non-controlling interests for Current Year and Previous Year was Rs. 584 Lakhs and Rs. 9739 Lakhs, respectively.

6) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company is not engaged in manufacturing activities; hence, the particulars in respect of Conservation of Energy, Technology Absorption are not applicable to the Company. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises

iii. Capital investment on energy conservation equipment - Nil

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has earned Rs. Nil and incurred expenses Rs. Nil.

7) TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTORS EDUCATION AND PROTECTION FUNDS (IEPF):

During the previous year (2022-23), your Company has transferred a sum of Rs. 1,36,158 to the Investors Education and Protection Fund of Central Government, in compliance with Section 125 of the Companies Act, 2013 being unpaid/ unclaimed dividend. This amount represents dividend for the financial year 2014-15 which had been lying unclaimed for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount.

In compliance with these provisions of Section 124(6) of the Companies Act 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the previous year (2022-23) your Company has transferred 1,36,208 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid / unclaimed for a consecutive period of 7 years.

Details of shareholders unpaid/unclaimed dividend as well as shares transferred to IEPF have been uploaded on to the Company's website.

The shareholders can claim the said dividend/shares from IEPF authorities by filing e- form No. IEPF-5, as prescribed under the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016.

8) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website at www.binaniindustries.com .

9) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), the Management's discussion and analysis is set out as Annexure I forming part of this Annual Report.

10) COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, Royal Vision Projects Private Limited ceased to become a subsidiary. Except this there were no companies which have become subsidiary, joint-venture or an associate of the Company.

During the year under review and as at 31st March, 2024, the Company has only 1 subsidiary viz Global Composite Holdings Inc, (USA) formerly known as CPI Binani Inc.

11) SUBSIDIARY COMPANIES:

During the year under review, Royal Vision Projects Private Limited ceased to become a subsidiary. In accordance with the proviso to section 129(3) of the Companies Act, 2013 ("Act”), the salient features of the financial statements of the Global Composite Holdings Inc. formerly known as CPI Binani Inc. (GCH), a subsidiary company are set out hereinunder:

Global Composite Holdings Inc. formerly known as CPI Binani Inc. (GCH)

Financial Highlights

Particulars (In USD millions)
2023-24 2022-23
Total Revenue -- --
Profit before Depreciation, Interest and Tax and Exceptional Items (156766.7) (3750)
Provision for Depreciation -- --
Interest and Financial Charges -- --
Profit / (Loss) before Tax (156766.7) (3750)
Provision for Tax -- --
Profit / (Loss) after Tax (156766.7) (3750)

12) FINANCIAL HIGHLIGHTS AND BUSINESS OUTLOOK OF THE COMPANY'S SUBSIDIARY COMPANIES:

[a] Global Composite Holdings Inc. formerly known as CPI Binani Inc. (GCH)

During the year under review, GCH has not undertaken any business activities and is on the lookout for a viable business opportunity to recommence its operations.

13) RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm's length pricing. As mandated under the Companies Act, 2013 as also the SEBI (LODR) Regulations, 2015 all the related party transactions were duly reviewed by the Audit Committee of the Board and approved by the Board of Directors and the Shareholders of the Company.

There are no related party transactions or modifications of the existing contracts or arrangements with related parties which are required to be disclosed in the Board's Report.

14) AUDIT OBSERVATIONS:

Explanation on Statutory Auditors Report:

The Auditors have issued a qualified audit report on the accounts of the Company for the financial year ended March 31, 2024 on account of the following matters:

1. The Company had given Corporate Guarantees in earlier years on behalf of erstwhile subsidiary i.e., Edayer Zinc Limited of Rs. 8,025 Lakhs (excluding Interest) as at 31 March 2024, to banks and financial institutions. In view of the change in the management of Edayer Zinc Limited, the Company received confirmation from the new management that it is absolved from present and contingent liabilities. However, the change in the Corporate Guarantor is pending for approval from banks. In respect of erstwhile subsidiary i.e., BIL Infratech Limited, the Company has given the Letter of Comfort / Undertaking amounting to Rs. 5,171 lakhs. In the absence of determination of liability to be incurred for such corporate guarantees/letter of comfort, the Company has made the provision for loss allowance of Rs. 2,149 lakhs in respect of such corporate guarantees/ Letter of Comfort given as at 31 March 2024 as required by Ind AS 109 · 'Financial Instruments.

2. The Company is in the process of determining the realisable values of their Land and Building as at March 31, 2024. Until such determination, certain Land and Buildings are carried at their book value as at March 31, 2024 instead of estimated net realisable value as on that date. We have been informed that the Company does not see any significant loss on determination of the realisable value vis-a-vis book value of such Land and Buildings.

3. The Company had entered into an MOU with M/s Maharashtra Wood Based Industries Estate (MWBIE') on January 21, 2019 for sale of land in Wada. As per the MOU, the obligations by the buyer were to be completed within 60 days. With lapse of time, the MOU was terminated and termination letters were sent to the Party. Subsequently the land was sold to M/s Afamado Advisory Services Private Limited and the conveyance deed was executed and duly registered. MWBIE has issued a notice and filed a case (SCS265/2021) in the District Civil Court, Thane. Plaint of the case has been rejected by the honourable court on 22 Feb 2024 and the case was disposed of. However, Maharashtra Wood Based Industrial State has filed a Commercial Suit 02/2024 in Commercial Court (Addl. District Court No 0), Bhiwandi on 24 Apr 2024 and the same is listed for next hearing on 13 June 2024.

4. The Company has not made payment amounting to Rs 8,68,72,383.72 towards Royalty fees for the period 31 July 2013 to 31 December 2014 to Golden Globe Pte Limited, Singapore. The impact of non-compliance/ applicability, if any, of FEMA regulations is not known as on date.

5. The Consolidated Results includes the results of US Subsidiary, which is not audited by us. During the year, the US subsidiary has engaged and paid consultants USD 450,000 to identify and advise on new business opportunities for the subsidiary. Since we are not the auditors, we are not able to comment on the new business plans and ways and means for funding for such opportunities and businesses, if any by the subsidiary.

The above qualified opinions are self-explanatory and in the opinion of the Board of Directors no further provisions are required in the books of account, of the Company.

15) REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration. The contents of the Policy are stated in the Corporate Governance Report.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

16) HUMAN RESOURCES:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company's HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

17) DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31st March, 2024.

18) CORPORATE SOCIAL RESPONSIBILITY:

The Company which is a part of the Braj Binani Group, is committed to undertake activities on an ongoing basis for upliftment of the weaker sections of the society and for their welfare.

Your Board has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Rules made there under.

However, your Company was not obliged to spend any amount on CSR activities during the year under review under the aforesaid provisions of the Act based on the criteria laid down therein.

19) DIRECTORS:

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, the Company has Seven Directors with an optimum combination of Executive and Non-Executive Directors including Two women director. The Board comprises of Six Non-Executive Directors, out of which Four are Independent Directors.

The Board of Directors at their meeting held on 28th April, 2023 approved the following:

i. Appointment of Mrs. Pankti Yogesh Patel Poojari as independent Woman Director on the Board of the Company for a term of 5 (five) years commencing from 28th April, 2023, subject to approval of Members;

ii. Appointment of Mr. Milin Jagdish Ramani as an Independent Director on the Board of the Company for a term of 5 (five) years commencing from 28th April, 2023 subject to approval of Members;

iii. Appointment of Mr. Ashish Turakhia as the Manager of the Company, for a term of 3 (three) years with effect from 28th April, 2023, subject to approval of Members.

The shareholders, vide postal ballot concluded on 18th July, 2023, approved the following:

i. Appointment of Mrs. Pankti Yogesh Patel Poojari as independent Woman Director on the Board of the Company for a term of 5 (five) years commencing from 28th April, 2023;

ii. Appointment of Mr. Milin Jagdish Ramani as an Independent Director on the Board of the Company for a term of 5 (five) years commencing from 28th April, 2023.

iii. Appointment of Mr. Ashish Turakhia as the Manager of the Company, for a term of 3 (three) years with effect from 28th April, 2023.

The Shareholders at the 60th Annual General Meeting held on 26th September, 2023 approved the following:

i. Re-appointment of Mr. Rajesh Kumar Bagri as a Director of the Company who retired by rotation;

Further Mr. Ashish Turakhia resigned from the post of Company Secretary, Manager and Chief Financial Officer of the Company with effect from 31st December, 2023.

The Board of Directors at their meeting held on 16th January, 2024 approved the appointment of Santwana Todi as Company Secretary Cum Compliance officer of the Company with effect from 16th January, 2024. Further at their Meeting of Board of Directors held on 09th February, 2024 approved the appointment of Mrs. Archana Manoj Shroff as Managing Director cum Chief Financial Officer of the Company with effect from 09th February, 2024 subject to approval of Members.

The shareholders, vide postal ballot concluded on 19th April, 2024, approved the following:

i. Appointment of Mrs. Archana Manoj Shroff (DIN: 10479683) as Managing Director cum Chief Financial Officer on the Board of the Company for a term of 5 (five) years commencing from February 09, 2024;

In the opinion of the Board, the Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

In terms of Section 152 of the Act and Reg 17 (1C) of SEBI (LODR), Regulations 2015, Mr. Manoj T Shroff retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Additional information on appointment/re-appointment of Directors as required under Regulation 26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the ensuing AGM.

b. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

BOARD EVALUATION The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented.

20) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

21) MEETINGS OF THE BOARD:

The Board of Directors met Seven (7) times on 28th April, 2023, 25th May, 2023, 04th August, 2023, 07th November, 2023, 29th December, 2023, 16th January, 2024, and 09th February, 2024, during the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

22) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31st March, 2024, the applicable accounting standards have been followed and there are not material departures from the same.

(b) The Directors 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 on 31st March, 2024 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23) NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of sub section (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees.

24) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans given, investments made and guarantees given and securities provided under section 186 of the Companies Act 2013 during the year under review are given in the Notes to the Standalone Financial Statements.

25) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

26) AUDITORS:

A. STATUTORY AUDITOR:

M/s. V.P. Thacker & Co., Chartered Accountants, Mumbai, (FRN:118696W) were appointed as the Statutory Auditors of the Company at the 57th AGM of the Company held on December 29, 2020 for a period of five years up to the conclusion of the sixty-second Annual General Meeting of the Company to be held in 2025.

M/s. V P Thacker & Co have submitted a declaration to the effect that they continue to be eligible and independent in terms of Section 141 of the Companies Act, 2013 read with Rule 10 of Companies (Audit & Auditors) Rules, 2014

B. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/S. HD AND ASSOCIATES, Practicing Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Audit Report for the year ended on 31st March, 2024 does not contain any qualifications, reservations or adverse remarks.

27) REPORTING OF FRAUD BY AUDITORS:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

28) LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited, NSE Limited and Calcutta Stock Exchange Limited and the Company has paid the listing fees to paid to these Stock Exchanges.

29) RISK MANAGEMENT:

Whenever any risk areas are identified, the Management takes immediate action, including seeking assistance from external consultants, to mitigate / minimize the effects of the same. The Internal Auditors review the steps taken for risk mitigation / minimization 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 SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

31) MEETINGS OF COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

Particulars No. of Meetings held
1. Audit Committee 04
2. Stakeholder's Relationship Committee 01
3. Nomination & Remuneration Committee 03

32) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS: AUDIT COMMITTEE

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

33) PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said Rules.

34) WHISTLE BLOWER:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company's website http://binaniindustries.com/investor-relations/binaniindustriesltd/ company-policies.

35) CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors confirming the compliance, is annexed in this Annual Report.

36) SHARE CAPITAL:

During the financial year under review there have been no changes in the authorised, issued, subscribed or paid up share capital of the Company.

37) BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

38) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2023-2024.

39) DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2023-24:

Particulars No of Complaints
Number of complaints received NIL
Number of complaints disposed of NIL
Number of complaints pending as on end of the financial year NIL

40) CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of sub-section (3) of section 129 of the Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, the Consolidated Audited Financial Statements of the Company including the financial details of all the subsidiary companies of the Company forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with applicable Accounting Standards prescribed under Section 133 of the Companies Act 2013.

41) OTHER DISCLOSURES

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

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

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

• 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.

2. The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

3. The provisions of cost audit and maintenance of cost records are not applicable to the Company.

4. During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

5. There has been no change in the business of the Company during the financial Year ended March 31, 2024

6. Ratios, where there has been significant change (i.e. change of 25% or more as compared to the immediately previous financial year) from FY 2022-23 to FY 2023-24:.

Inventory Turnover Ratio The Company has no inventory
Interest Coverage Ratio The company has no loan liability to any Banks / Financial Institutions. The finance cost mainly is on account of application of Ind AS rules.
Current Ratio The current ratio in 2022-23 was 0.08 and the current ratio in 2023-24 is 0.60. This is mainly on account of repayment of liabilities.
Return on Net worth The Company has incurred loss.
Operating Profit Margin The Company has incurred loss.
Net Profit Margin The Company has incurred loss.

The Company does not have any Inventory/ Debtors/ Interest-Bearing Loans from any Bank / Financial Institution. Accordingly the relevant ratios are not applicable.

The Company has only one unsecured Loan from its holding company-Triton Trading Company Private Limited. As the net worth is negative and the Company has incurred loss for the year, the relevant ratios are not applicable.

42) ACKNOWLEDGEMENT:

Your Company wishes to sincerely thank all the customers, shareholders and creditors etc. for their continuing support and co-operation.

For and on Behalf of The Board of Directors Binani Industries Limited

Sd/- Sd/-
Rajesh Kumar Bagri Archana Shroff
Director Managing Director
DIN: 00191709 DIN: 10479683
Place: Mumbai
Date: August 13, 2024