• OPEN AN ACCOUNT
Indian Indices
Nifty
18,308.10 52.35
(0.29%)
Sensex
61,308.91 85.88
( 0.14%)
Bank Nifty
38,216.15 -154.25
( -0.40%)
Nifty IT
38,804.95 -21.90
( -0.06%)
Global Indices
Nasdaq
14,893.75 86.94
(0.59%)
Dow Jones
35,911.81 -201.81
(-0.56%)
Hang Seng
24,218.03 -165.29
(-0.68%)
Nikkei 225
28,333.52 209.24
(0.74%)
Forex
USD-INR
74.15 0.16
(0.22%)
EUR-INR
84.61 -0.06
(-0.07%)
GBP-INR
101.30 -0.09
(-0.09%)
JPY-INR
0.65 0.00
(-0.31%)

EQUITY - MARKET SCREENER

Binani Industries Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
500059
INE071A01013
-12.2564594
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BINANIIND
0
17.25
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Jan 18, 2022 09:03 AM

Dear Members,

Your Directors present the Fifty- Seventh Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS (Rs in Lakhs)
Total Income* 2013 1803
EBIDTA* 872 295
Finance Costs 290 269
Depreciation & Amortization 42 74
Transfer from Business Re- organization Reserve (BRR) (513) (940)
Exceptional Items (80211) (161451)
Transfer from Business Re-organization Reserve (BRR) 79857
Profit before Tax 186 (161498)
Less: Tax Expense (Current Tax and Tax on Earlier Years) (2) 0
Less: Deferred Tax Charged /( Credit) 10471 15880
Profit after Tax (10283) (177379)
Other Comprehensive Income 7 (16)
Total Comprehensive Income (10276) (177394)
* Net of transfer to BRR.

2. INDUSTRY STRUCTURE, OPPORTUNITIES & THREATS

Your Company is engaged in the business of media, publication services, trading in shares and securities. Your Company has stopped providing management support services to its subsidiaries. "The Indian media industry is growing fast driven with increasing digitisation and higher internet usage. Even though print media is no longer considered the first option for many users it is expected that print media will still manage to hold on to its own position in future. 'The growth of the logistics sector in India is backed by government reforms, growth in retail sales and eCommerce. Even though there are risks of price wars and margin erosion due to multiple players operating in the same region it is expected that use of innovative models and new technological advancement will help stimulate growth for this sector.

REVIEW OF OPERATIONS

For the year under review, your Company earned a Total Income of Rs. 2013 Lakhs as against Rs. 1803 Lakhs in the previous year. Company's loss after Tax of Rs.10276 Lakhs as against loss of Rs. 1773 94 Lakhs in the previous year after transfer of Rs.80038 Lakhs from Business Re-organization Reserve as against Rs. 940 Lakhs in the last year. "The exceptional item is on account of provision for diminution in value of investment in subsidiaries.

"The Company was providing Logistics Services to one of its Subsidiaries i.e Binani Cement Limited (till 24th July 2017). As per order of the Hon'ble NCLAT dated 14th November 2018, Binani Cement Limited (BCL) has been acquired by Ultratech Cement Limited under the CIRP process. Hence the logistics service to BCL has been discontinued and this has adversely affected the earnings. "The Company is now in the process of identifying alternate business.

BUSINESSOUTLOOK

"The novel Coronavirus outbreak has widespread impact ranging from ecological to economic implications and hence there would not be much improvement in the media as well as the logistics sector for the financial year 2020-21. "The availability of vaccine is expected by the end of the first quarter of 2021. "The might help the economy to recover significantly but it might take a longer time to reach its prepandemic stages.

3. DIVIDEND

In view of loss, the Directors do not recommend any dividend on Preference and Equity Shares of the Company for the Financial Year ended 31st March, 2020.

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 March 31,2015.

4. RESERVES

No amount is proposed to be transferred to Reserves.

5. SHARE CAPITAL

During the financial year under review there have been no changes in the Authorised, Issued, subscribed and paid up share capital of the Company.

6. 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.

Post the NCLAT order dated 14th November 2018, your Company, in the financial year 2018-19 has derecognised the assets and liabilities of Binani Cement Limited from its consolidated financial statements at their carrying amount (as of March 31, 2017) and recognised the resulting difference as gain associated with the loss of control in the statement of profit and loss as exceptional items.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause of sub-section (3) and subsection (5) section 134 of the Companies Act 2013 ('the Act') your Board of Directors state and confirm that:-

a. In the preparation of the annual financial statements for the year ended March 31, 2020, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and proper explanation relating to material departures, if any, has been furnished;

b. We have selected such accounting policies as listed in the Financial Statements and have applied them consistently and prudent judgments & estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profits of the Company for the financial year ended on that date;

c. We have taken proper and sufficient care for the 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 fraud and other irregularities;

d. We have prepared the annual accounts for the financial year ended on March 31,2020 on a going concern basis.

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

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

a. Your Company has settled with all the transporters. In accordance with the NCLAT order, UNCL (erstwhile Binani Cement Limited) has paid the Lenders to the Company viz. Exim Bank of India and based on the opinion received by the Company the liabilities have been reversed in the Financial Year 2018-19. UNCL has recognised the expected credit loss on the Inter corporate deposits with the company and the same has been recognised in the books of accounts.

b. "The Banks have taken over physical possession of the secured assets of Edayar Zinc Limited (EZL) on 23rd July 2019 and EZL is in the process of paying under the One Time Settlement arrived at with the Banks.

c. B T Composites Limited a subsidiary of the Company is in the process of voluntary liquidation and has appointed Mrs. Sara Sancheti, a Company Secretary in Whole Time Practice as the liquidator of the Company. "The company has sold all its assets and paid off the liabilities and has filed an application for dissolution.

d. Binani Global Cement Holdings Private Limited, Singapore has received approval in July 2017 from the Accounting and Corporate Regulatory Authority of Singapore for closure of the

Company and intimation to Reserve Bank of India through the Authorised Dealer has been made.

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

During the year under review, the loans given, investments made and Guarantees given and securities provided under Section 186 of the Companies Act 2013 are given in the Notes to the Standalone Financial Statements.

In accordance with the NCLAT order, UNCL (erstwhile Binani Cement Limited) a co-guarantor, to the Loans availed by 3B Binani Glass Fibre Sarl, Luxembourg from IDBI Bank Dubai, has paid the liabilities and based on the legal opinion received, all the Guarantees given towards the said loan availed from IDBI Bank Dubai stands extinguished.

3B Binani Glass Fibre Sarl Luxembourg and its subsidiaries were severely affected by the economic consequences of COVID 19 pandemic due to significant impact on its main markets 3B serves and mainly the automotive. At 3b group level, a binding term sheet involving refinancing proposal is being negotiated by the Company and / or other options involving optimisation of resources and reduction in loan liability is also being worked out. Conservatively, your Company has made a provision upto 90% of the total investment in 3B in the books of accounts for the year ended March 31, 2020.

One of the customers of M/s BIL Infratech Limited invoked the Guarantee in June / July 2019 of about Rs. 2715 lakhs. 'ffiough temporary solution by way of inter changeability was provided by one of its Bankers for part of the amount, application is pending with the Banks seeking long term resolution. Conservatively, your Company has made a provision in the investment made to the extent of guarantee invoked.

10. CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

All transactions U/s 188 of Companies Act, 2013 entered into by the Company with related parties were in the ordinary course of business and at arm's length. "The Audit Committee from time to time reviewed and approved the said transactions. "The details of existing Related Party Contracts/ Arrangements modified during the Financial Year 2019-20 are disclosed in form AOC-2 in terms of Section 134 of the Companies Act 2013 is provided as Annexure A and in the notes to the Financial Statements.

11. DEPOSIT

"The Company has not accepted any deposit from the public within the meaning of sub-section (31) of section 2 and Section 73 of the Companies Act, 2013 and Rules framed thereunder.

12. OUTLOOK

"The year 2019-20 has been a very tough year for the Group.

"The operations of Edayar Zinc Limited (EZL) continue to remain shut for the entire year. "The Consortium of Banks led by Punjab National Bank took physical possession of the assets in July 2019. "The Consortium of Banks led by Punjab National Bank have sanctioned One Time Settlement (OTS) at Rs. 175 crore payable over a period of one year and the Company has sought for extension of time owing to Covid-19 pandemic after payment of 25% of the OTS amount. 'The balance payments under the OTS are payable out of sale of plant and machinery as scrap and other mortgaged assets including land. With the permission of the Bank, the Company has entered into an agreement with a buyer for sale of plant and machinery and other current assets as scrap. 'The Company has settled liabilities with the sales tax authorities under the amnesty scheme and paid 40% of crystallised amount. EZL has also settled liabilities with the Service tax and excise authorities under the SabKa Vishwas Scheme and paid the same. 'The liabilities to the workers have been crystallized at Rs. 3303 lakhs. EZL is hopeful that Creditors and Authorities will take measured stand to safeguard i nterest of all stakeholders.

"The Group's Glass Fibre business has been severely affected by the economic consequences of COVID 19 pandemic due to significant impact on its main markets 3B serves and mainly the automotive. At 3B group level, a binding term sheet involving refinancing proposal is being negotiated by the Company and / or other options involving optimisation of resources and reduction in loan liability is also being worked out.

BIL Infratech Limited another subsidiary of your Company continued to report satisfactory performance. One of the customers of M/s BIL Infratech Limited invoked the Guarantee in June / July 2019 of about Rs. 2715 lakhs. 'ffiough temporary solution by way of inter changeability was provided by one of its Bankers for part of the amount, application is pending with the Banks seeking long term resolution. "The management is hopeful of completing all the projects in hand with the support of the working capital banks and also perform better in the coming years with the support of the Banks and other stakeholders. Delay in receipt of working capital support from banks may jeopardise operation and the company may resort to take protection legal ly.

"The Company is a holding Company with interest in Glass Fibre Business and Construction. "The industry structure, swot analysis, risks and concerns are discussed under the relevant companies. 3B Glass Fibre Sarl Luxembourg and its subsidiaries were severely affected by the economic consequences of the COVID 19 pandemic due to significant impact on its main markets 3B serves and mainly the automotive. At a 3B group level, a binding term sheet involving refinancing proposal is being negotiated by the Company and / or other options involving optimization of resources and reduction in loan liability is also being worked out. Considering the above, it has been decided to make a provision for dimiunition in value of investments upto 90% of the total investment in 3B in the books of accounts for the year ended March 31, 2020. "The Company has also provided for diminution in value of investments in BIL Infratech Limited another subsidiary to the extent of Rs.2715 crore equivalent to the invoked Bank Guarantees by a customer.

"The Company had only one loan from Exim Bank of India which has been paid off under the NCLAT order dated November 14, 2018 in connection with the IBC process of Binani Cement Limited.

a. In accordance with the NCLAT order UNCL has paid off to EXIM Bank of India towards the loan taken by the Company, being the guarantor for the said loan. "The outstanding balance payable to EXIM Bank as per books of the Company was Rs. 58,061 Lakhs (including interest of Rs. 11,504 Lakhs).

b. UNCL has recognised the expected credit loss on ICD balances amounting to Rs.1,14,857 Lakhs along with Interest of Rs. 9,299 Lakhs as per the audited financial statements for the year end March 31,2018.

Further the Company has obtained a legal opinion from a reputed legal firm confirming that the Company has been legally discharged from its obligation to repay the above stated amounts.

c. based on legal opinion obtained by the Company, it has reversed the liabilities mentioned in note a and b above.

Based on the opinion received, the Company has no loan outstanding.

13. REPORT ON SUBSIDIARY COMPANIES

In accordance with Proviso to sub-section (3) of Section 129 of the Companies Act, 2013 ("Act"), the salient features of the Financial Statements of Subsidiary Companies are set out in the prescribed Form AOC - 1 which forms part of this Report. Members desiring to inspect the said Financial Statements or requiring a copy thereof may send an e-mail to the Company Secretary at mumbai@binani.net.

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

Edayar Zinc Limited (formerly Binani Zinc Limited)

Financial Highlights (Rs. in lakhs)
Particulars Year ended 31/03/2020 Year ended 31/03/2019
Total Revenue 0.88 3.61
Loss before Interest, Depreciation & Tax (2317.13) (111.66)
Interest and finance charges 0.01 0.01
Provision for Depreciation 344.35 374.84
Loss before Tax (2661.49) (486.51)
Exceptional Items 1.05 7.81
Provision for Tax - -
Loss after Tax (2662.54) (494.32)

Review of Operations

During Financial Year 2019-20 (FY 2020), the Company did not operate its plant. During FY 2020 (the year under review), total revenue was Rs.0.88 lakhs (comprising of other income) as against Rs.3.61 lacs during corresponding previous FY 2019. "The Company recorded negative EBIDTA of Rs.2317.13 lacs in FY 2020 vis-a-vis negative EBITDA of Rs.111.66 lacs in the previous year. Lenders to the Company took physical possession of the assets for recovery of their dues on 23rd July, 2019 under Section 13(4) of "The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act 2002). EZL has entered in to a One Time Settlement (OTS) with the Lenders and payments are being made under the sanctioned OTS. Due to Covid-19 and consequent lockdown, your company has sought extension of time for payment under the settlement. Settlement with the statutory authorities and government agencies is underway. EZL is hopeful that Lenders, Creditors and Authorities will take a measured stand to safeguard interest of all stakeholders

3B Binani Results Highlights 2020 Financial Highlights

3B Consolidated (inclusive of GGFLs performance)

(Euroin Million)

Particulars 2019 - 20 2018 - 19
Total Revenue 192.31 197.27
Profit before, Depreciation, Interest & Taxation and Exceptional Items 13.23 27.27
Provision for Depreciation 20.28 18.72
Interest and Financial Charges 25.56 22.05
Profit / (Loss) before Tax & Except items (32.61) (13.50)
Exceptional items 0.00 0.00
Tax & Deferred tax 4.87 (0.98)
Profit / (Loss) after tax (27.74) (14.48)

Financial Highlights

There was no significant improvement in revenue in the previous year due to adverse market conditions mainly in the wind / auto i ndustry.

Industry Overview

"The future of the glass fiber market is promising with opportunities in the transportation, construction, pipe and tank, electrical and electronics, consumer goods, and wind energy industry. Factors such as, cost- efficiency, corrosion-resistance, and lightweight, as well as wide-ranging applications of e-glass, makes it preferable wind energy, marine, and electrical & electronics industries.

Market outlook

3B Binani will continue to focus on its core markets Automotive, Wind and Performance Composites, supplying these markets with high quality Chopped Strands and Direct Roving products, supported by high performance specialty products like HiPer-tex™ and CFM(Chopped Filament Mat) . Emerging trends, which have a direct impact on the dynamics of the glass fiber industry, include cost optimization and performance enhancement of glass fibers. As per market reports the European and Indian glass fiber market is expected to decline in 2020 due to global economic recession led by COVID-19. However, market is expected to witness recovery in subsequent years.

BIL Infratech Limited (BILIL)

BILIL is a wholly owned subsidiary of Binani Industries Ltd. (BIL) and a registered MSME. BILIL is engaged in construction works on EPC, Design & Build and BOQ Item rate contracts in following fields in all relevant disciplines like Civil & Structure, Interior works, Electrical, Building Automation, Mechanical, PHE Plumbing & Sanitary, Firefighting, HVAC, STP/ETP/WTP, Alternative Energy etc.

i. Industrial Units: Material Handling in Mines & Minerals and some processing units.

ii. Infrastructure: Bridges, Hospitals, Institutions, Disaster Management facility, Industrial Park, Tram track, Border out posts etc.

iii. Real Estate : Both Commercial & Residential

Financial Highlights Rs.Lakhs
Particulars 2019 - 20 2018 - 19
Total Revenue 8899.17 24203.69
Profit before, Depreciation, Interest and Tax and Exceptional Items 1071.91 701.13
Provision for Depreciation 163.93 159.94
Interest and Financial Charges 741.00 409.85
Profit / (Loss) before Tax 166.97 337.91
Provision for Tax 50.07 121.75
Profit / (Loss) after Tax 116.90 216.16

Operations Review

BILIL reported the total income of Rs. 8899.17 lakhs for the year under review as against Rs. 24,203.69 lakhs in the previous year. It reported a Profit after Tax of Rs. 116.90 lakhs as compared to Rs. 216.16 lakhs in the previous year.

"The Year 2019-20 continued to be challenging for BILIL as one of the customers had invoked guarantee of Rs. 2715 lakhs. 'ffiough temporary solution by way of inter changeability was provided by one of its Bankers for part of the amount, application is pending with the Banks seeking long term resolution. 'The management is hopeful of completing all the projects in hand with the support of the working capital banks and also performs better in the coming years with the support of the Banks and other stakeholders.

Industry Overview

"The Indian construction market is expected to register a CAGR of 6% over the forecast period, 2019 - 2024. Infrastructure sector plays and vital role in the growth and development of the Indian economy. Nearly, 9% of India's GDP is spent on Infrastructure services. It comprises of construction of power, bridges, dams, roads and urban infrastructure development which also forms the base and supporting factor for other services sectors.

However, due to Covid-19 pandemic there has been an unprecedented contraction of 50.3% in real terms in Q2, the Indian construction industry is expected to shrink by 14.9% in 2020. However, despite the prevailing gloomy situation, the industry is expected to post a sharp rebound and grow by 11.6% in 2021, owing to lower base and pent up demand.

Growth will also be driven by investments in the National Infrastructure Plan, the newly-announced Affordable Rental Housing Complex (ARHC) scheme and investments in the industrial segment due to Indian government's push towards 'Atmanirbhar Bharat', which aims to reduce imports and make the country self-reliant. "The industrial construction sector would also likely benefit from the global shifting of supply lines from China, with the Indian market offering benefits such as large captive market and low cost labour.

Moreover, the lifting of lockdown has resulted in the virus outbreak spreading at a record pace in the country, with India now emerging as the latest epicenter for COVID-19.

As a result, construction activities continue to remain disrupted with labor shortage at project sites exacerbating the situation for the private sector which are already grappling with multiple problems such as liquidity crisis, rising project costs and lower demands.

Business Outlook

Growth signs of economic revival is expected from the beginning of FY- 2021-22 with lot of construction tenders floating in infrastructure field. Due to restrictions in BG limit with Bankers and pending sanction / renewal of limits, it could be challenging years for the Company.

Infrastructure plays a huge role in propelling other industries and India's overall development. "The government therefore focuses on the development of infrastructure and construction services through focused policies such as open FDI norms, large budget allocation to infrastructure sector, smart cities mission, etc. Investment of about INR 2 lakh cr has been proposed by 99 cities under the Smart City initiative. "The government's flagship mission Pradhan Mantri Awas Yojana (Urban) - PMAY (U) launched in June 2015 aims to provide housing for all in urban areas by the year 2022. All these and Atmanirbhar Bharat will boost prospects.

Opportunity and treats

Higher Govt. spending to build robust infrastructure, single goods and services tax (GST), favorable Govt. approach towards PPP Model, lower fiscal deficit and low interest regime are expected to boost long-term inbound investment actively.

However rising inflation and high debt levels of large scale Private infrastructure developers may constrain investment in this sector. Inability of Govt. funding through divestment of PSUs may dampen investment scenario further.

Way forward of the Company

In order to ensure growth, the company has to book more and more orders and in order to book orders in this competitive market we have no other way but to accept minimum margin. The company are looking for more volume and minimum margin in conventional item rate construction contracts.

"The only available way of earning more margins is to focus on EPC or Design & Built contracts where there is less competition but it calls for strong credential in respective fields which we are lacking but have to gradually build it by engaging as JV partner or associate or back to back sub contract.

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

Financial Highlights (In mn USD)
Particulars 2019 - 20 2018 - 19
Total Revenue - -
Profit before Depreciation, Interest and Tax and Exceptional Items (0.017) (0.017)
Provision for Depreciation - -
Interest and Financial Charges - -
Profit / (Loss) before Tax (0.017) (0.017)
Provision for Tax - -
Profit / (Loss) after Tax (0.017) (0.017)

CPI has been incurring losses and in March 2015, it sold its assets to Core Moulding Technologies Inc USA. "The Company is looking out for new business opportunities.

B T Composites Limited (BTCL)

BTCL is wholly owned subsidiary of the Company and is under the process of Voluntary winding- up.

B T Composites Limited a subsidiary of the Company is in the process of voluntary liquidation and has appointed Mrs. Sara Sancheti, a Company Secretary in Whole Time Practice as the liquidator of the Company. "The company has sold all its assets and paid off the liabilities and has filed an application for dissolution.

OTHER SUBSIDIARIES

a. Royalvision Projects Private Limited wholly owned Subsidiary which was incorporated in the year 2013, is yet to commence any business activity. It is in the process of identifying areas and opportunities to be able to contribute substantially towards the objectives of the Group. "The Company incurred marginal loss for the financial year ended 31st March, 2020.

14. AUDIT OBSERVATIONS

"The Auditors in their Report, have made observations in connection with creation of Business Re-organization Reserve (BRR) and transfer of sums to offset certain expenses / write off, fair valuation of the equity investments done by the Company and outstanding Guarantees issued by the Company to banks on behalf of subsidiaries including one step down subsidiary which are significant in relation to the networth of the Company

"The Board wishes to state as fol lows:-

a. Pursuant to a separate Scheme of Amalgamation approved by the Hon'ble High Court at Calcutta between WIEL and a step down wholly owned subsidiary of the Company on 18th March 2014, being the Company as a successor to WIEL, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI), and pursuant thereto has as on March 31, 2014, being the date of conclusion of the first Accounting Year post the provisions of AS 30 becoming applicable to the Company, classified the investments as "available for sale financial assets" and has accordingly, measured such investments at fair value as on that date. All amount required to be taken as per AS 30 to revenue reserve or to an appropriate equity account shall be aggregated and such aggregate shall be taken to the Business Reorganisation Reserve (BRR). In the event of any conflict between the provision of AS 30 and any other Accounting Standards, the provision of AS 30 will be applied in preference to any other Accounting standard. BRR shall constitute a reserve arising as per this Scheme and shall not for any purpose be considered to be a Reserve created by the Company. During the year, the Institute of Chartered Accountants of India (ICAI) has withdrawn Accounting Standard 30 (Accounting Standard on Financial Instruments: Recognition and Measurement). Consequent to this, the Company, backed by legal opinion, has applied principles of notified Ind AS related to Financial Instruments being new accounting standards applicable instead of AS 30. All equity investment including Investment in Subsidiaries are designated as fair value through profit & loss. Accordingly, all amounts required to be taken as per the

Financial Instruments Standards under Ind AS to revenue reserve or to an appropriate equity account / Other Comprehensive Income are aggregated and such aggregate is taken to Business Re-organization Reserve (BRR) in line with the afore-cited court order. TOs matter has been referred to by the auditors.

b. EZL has entered in to a One Time Settlement (OTS) with the Lenders and payments are being made under the sanctioned OTS. Your company has paid about 25% of the OTS amount till March 2020 and as per the OTS sanction the balance is payable out of sale of plant and machinery as scrap and other assets including land. Due to Covid-19 and consequent lockdown, company has sought extension of time for payment under the settlement. Settlement with the statutory authorities and government agencies is underway. EZL is hopeful that Lenders, Creditors and Authorities will take a measured stand to safeguard interest of all stakeholders. BIL I nfratech Limited has sufficient assets to meet its borrowings. Considering the same, in the opinion of the management, these are not expected to result into any financial liability of the Company. "The Company has given corporate guarantees aggregating to Rs. 22,525.46 lakhs as at March 31, 2020 to banks on behalf of various subsidiaries.

c. 'The Company has settled / arrived at settlement with all its creditors

"The management is working towards finding a workable solution to resolve the financial position by discussions with the lenders and others and to continue its business as going concern. Accordingly, the management considers it appropriate to prepare these financial statements on a going concern basis.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors:

Mr. Braj Binani (DIN 00009165) Director of the Company retires by rotation and being eligible, has offered himselffor re-appointment.

"The Board recommends the aforesaid appointment of the Directors. Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice convening ensuing Annual General Meeting.

Mr. Souren Kumar Chatterjee (DIN - 08438486), Mr. Nilesh R. Doshi (DIN-00249715) and Mr. Shardul Dilip Shah (DIN-02061996), Independent Directors have furnished Declaration of Independence stating that they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015 including any amendment thereof.

Mrs. Visalakshi Sridhar (DIN 07325198) has been appointed as the Managing Director of the Company at the 55th AGM held on 24th December 2018.

Key Managerial Personnel (KMP)

"The details of the Key Managerial Personnel of the Company appointed pursuant to Section 203 of the Companies Act, 2013, areas follows:

Sr. No. Name Designation With effect from To
1 Mrs. Visalakshi Sridhar Chief Financial Officer 1st April, 2015
Manager 28th July, 2015 13th August 2018
Company Secretary 24th October, 2015
Managing Director 13th August 2018 July 31, 2021

Board of Directors has formulated a Nomination and Remuneration Policy, annexed hereto as Annexure B, stating the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

16. AUDITORS

M/s. V. P. Packer & Co., Chartered Accountants, Mumbai, (FRN:118696W) were appointed as Statutory Auditors of the Company at the 56th AGM of the Company held last year on 27th December 2019 to fill the casual vacancy caused due to the resignation of M/s. MSKA & Associates, Chartered Accountants, Mumbai (FRN No.10 5 047W) who would have held office of Statutory Auditors up to the conclusion of the 57th AGM had they not resigned. "Therefore the term of M/s. V.P. Packer & Co would come to an end at the conclusion of the ensuing 57th AGM of the Company.

Hence your Board proposes to reappoint M/s. V. P. Packer & Co., Chartered Accountants, Mumbai, (fRN:1 18696W) as the Statutory Auditors of the Company for a period of five years from the conclusion of the ensuing 57th AGM up to the conclusion of the 62nd AGM of the Company at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and to be approved by the Board of Directors of the Company.

M/s. V P Packer & Co have conveyed their consent to be appointed as Statutory Auditors and also provided 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 Companies (Audit & Auditors) Rules, 2014. A resolution recommending the appointment of M/s. V P Packer & Co forms part of the notice to the Annual General Meeting.

17. 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 are no employees drawing remuneration in excess of the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

With regard to the provisions of Section 136(1), read with its relevant proviso, of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. "The said information is available for online inspection by members all working days upto the date of AGM. Any

Member interested in obtaining such information may send an email to mumbai@binani.net and the same will be furnished without any fee.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

"The Company is not being engaged in manufacturing activities; hence, the particulars in respect of Conservation of Energy, Technology Absorption are not applicable to the Company.

"The details of Foreign Exchange Earnings and Outgo for the Financial Year 2019-20 are as follows:

(Rs. in Lacs)
Particulars 31st March, 2020 31st March, 2019
Expenditure
Foreign Travelling Expenses - -
Interest & Finance Charges on Foreign Currency Loan

-

-

Total - -
Earnings
Advertisement & Media Services 10.86 11.98
Total 10.86 11.98

19. TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTORS EDUCATION AND PROTECTION FUNDS (IEPF).

During the year under review, your Company has transferred / is transferring a sum of Rs. 39,29,958/- to the Investors Education and Protection Fund of Central Government, in compliance with Section 125 of the Companies Act, 2013 being unpaid/ unclaimed. TOs amount represents dividends for the financial year 2012-13 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, your Company is in the process of transferring the 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.

20. MEETINGS OF THE BOARD

During the year under review 5 meetings of the Board of Directors were held. "frie details such as the dates of meetings, attendance of the Directors thereat etc. are provided in Report on Corporate Governance, which forms part of this Report.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and LODR Regulations, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors. "The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. "The resulted in a full Board effectiveness report and Directors' feedback. "The is further supported by the Chairman's Annual Director Performance Review. "The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). "The criteria for performance evaluation have been detailed in the Corporate Governance Report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and LODR Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. "The Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. "The said policy has been disclosed on the website of the Company and can be accessed athttp://binaniindustries.com/investor-relations/binani- industriesltd/company-policies-codes/

23. AUDIT COMMITTEE

"The Audit Committee constituted by the Board complies with the requirements under the Act as well as LODR Regulations. "The details with respect of the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

"There was no recommendation of the Audit Committee which were not accepted by the Board.

24. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s Uma Lodha & Co., Company Secretaries (CP No.2593) to carryout Secretarial Audit of the Company for the Financial Year 2019-20. "The Secretarial Auditor Report is annexed to this Report as Annexure C.

25. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in the prescribed format MGT-9 as required under Section 92 of the Companies Act, 2013 is appended as Annexure D to this Report.

26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Given the nature of business and size of operations, your company's internal control system has been designed to provide for

a. Accurate recording of transactions with internal checks and prompt reporting.

b. Adherence to applicable Accounting Standards and Policies.

c. Compliance with applicable statutes, policies and management policies and procedures.

d. Effective use of resources and safeguarding of assets.

"The Internal Control Systems provides for well documented policies/ guidelines, authorisation and approval procedures. Your Company through a firm of Chartered Accountants carried out periodic audits on all functions based on the plan and brought out any deviation to the Internal Control Procedures. "The observations arising out of the audit are periodically reviewed and compliance ensured. 'The summary of Internal Audit observations and status of implementation are submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board.

27. RISK MANAGEMENT

The Company had identified certain risk areas with regard to the operations of the Company which was facilitated by a renowned firm of consultants in Mumbai. The Internal Auditors review the steps taken for risk mitigation / minimization wherever ever 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.

28. POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy for prevention, prohibition and redressal of Sexual harassment. Pursuant to the provisions of sexual Harassment of Women at Work Place (Preventions, Prohibition & Redressal) Act, 2013. The Policy has been placed on the website of the Company www.binaniindustries.com.

During the year under review, no complaints were received by the Company, pursuant to the aforesaid Act / Policy.

29. CORPORATE GOVERNANCE

Except as disclosed in the Corporate Governance Report, your Company is fully compliant with the Corporate Governance guidelines, as laid out in applicable regulations of LODR Regulations. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. There has been delay in publishing the quarterly financial statements of the Company due to delay in receipt of accounts of the subsidiary companies and also due to Covid-19 pandemic. The Company has sought for time for coming out with financial results for the year ended March 2020 and financial year 2020-21 to the Stock Exchanges. The Ministry of Company Affairs has permitted Companies to hold Annual General Meetings by December 31, 2020 for the financial year 2019-20. The Corporate Governance Report is attached as Annexure E to this Report.

The Chief Financial Officer has given a certificate of compliance with the Code of Conduct, which forms part of Corporate Governance Report as Annexure F required under SEBI LODR Regulations.

M/s Uma Lodha & Co., Practising Company Secretary have certified compliance with Corporate Governance clauses of erstwhile Listing Agreement and LODR Regulations and the Certificate in this regard is attached as Annexure G to this Report.

The Chief Financial Officer (CFO) certification as required under erstwhile Clause 41 of the Listing Agreement and Regulation 8 (17) of LODR Regulations is attached and forms part of this Report (Annexure H). Related Party disclosures/transactions are detailed in Notes to the financial statements.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Braj Binani Group, through its operating Indian Subsidiaries, undertake the activities on an ongoing basis for upliftment of the weaker sections and welfare of the society.

Your Board has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section135 of the Companies Act, 2013 read with Rules made there under. However, your Company is not obliged to spend any amount on CSR activities under the aforesaid provisions of the Act based on the criteria laid down therein.

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 company's website
2 The Composition of the CSR Committee. Mr. Nilesh R Doshi - Chairman Mr. Shardul D. Shah - Member Mr. Rajesh Kumar Bagri - Member Mr. Souren Kumar Chatterjee Mrs. Visalakshi Sridhar
3 Average net profit of the Company for last three financial years -ve (refer notes to the Audited Accounts)
4 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above). -ve
5 Details of CSR spent during the financial year: Not applicable in view of point 3 above
a) Total amount to be spent for the financial year
b) Amount unspent, if any;
c) Manner in which the amount spent during the financial year is detailed below
6 Reason for shortfall in spend Not applicable
7 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

Goa Glass Fibre Limited (GGFL)

During the year under review, GGFL had spent Rs. 40.45 Lakhs on the CSR activities for Distribution of books, school bags, stationery items, school uniform, shoes, and other related activities including school infrastructural support and promoting of education. 'The Company also conducted free health check-up and blood donation camps and undertook operations and surgeries for the poor and needy. 'These were all focussed in the local areas of the factory. The Company also donated amounts for the Prime Ministers National Relief Fund and Chief Ministers Relief Fund including Contribution to Goa State COVID-19 Relief Account.

BIL Infratech Limited

"The provisions of Section 135 of the Companies Act, 2013 and Rules there under with respect to CSR are presently applicable to the BIL Infratech Limited a Wholly Owned subsidiary of the Company. During the year under review, BIL Infratech Limited had spent Rs. 14 Lakhs on the CSR activities.

31. OTHER DISCLOSURES

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.

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.

d. "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.

32. HUMAN RESOURCES

Across the Companies in the Group, Employee Relation continues to remain cordial. "The Group's emphasis on safe work practices and productivity improvement is unrelenting.

As per Section 197 Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the median remuneration of our employees as at March 31,2020 is Rs. 5.9 Lakhs.

"The Company had 19 permanent employees on its rolls as on March 31, 2020. "The Board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization.

33. CAUTIONARY STATEMENT

Statements made in this 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 them to be true to the best of its knowledge at the time of preparation of this Report. However, these statements are subject to future events and uncertainties which inter-alia include regulatory changes, 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 under such statements.

34. ACKNOWLEDGEMENTS

"The Directors wish to express their appreciation for the continued cooperation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the partners, and all the shareholders. "The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

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

Visalakshi Sridhar
Managing Director, CFO and
Company Secretary
DIN: 07325198
Date: 25th November 2020 Membership No. ICSI A13849
Place: Mumbai AICWA-M21132