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MANAGEMENT DISCUSSION & ANALYSIS REPORT

Dear Members,

Your Directors present the Fifty- Ninth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2022.

(Rs. Lakhs)

* Net of transfer to BRR.

2. INDUSTRY STRUCTURE, OPPORTUNITIES & THREATS

Your Company is engaged in the business of media, publication services.

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. 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.

The rise of price inflation, the effect of the Russia-Ukrain war, the rise in crude oil prices with potential shift of foreign investments and challenging rate stability are some of the major concerns that the world economy is witnessing presently. Despite this global unrest, it is presumed that the domestic economy would be able to maintain its balance backed by appropriate fiscal and monetary policy and opportunities in the Indian markets will emerge much stronger during the financial year 2022-23.

REVIEW OF OPERATIONS

For the year under review, your Company earned a Total Income of Rs. 402 Lakhs as against Rs. 237 Lakhs in the previous year. Company's loss after Tax of Rs.76 Lakhs as against loss of Rs. 322 Lakhs in the previous year as stated above. The exceptional item is on account of provision for deconsolidation of investment in subsidiaries.

The Company had taken 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. In accordance with the NCLAT order Ultratech Nathdwara Cement Limited (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. UNCL has recognised the expected credit loss on ICD balances amounting to Rs.114857 lakhs along with interest of Rs.9289 lakhs as per the audited financial statements for the year ended March 31, 2018. The Company obtained a legal opinion from a legal firm confirming that the Company has been legally discharged from its obligation to repay the above sated amounts. Based on the legal opinion obtained the said liability was written back in the earlier years. UNCL has agreed to not exercise its rights under or in relation to claim mentioned above, in lieu of the Company agreeing in favour of UNCL and 3B Binani Glass Fibre Sarl, to inter alia waive and assign its rights in relation to the Redeemable Preference Shares of Rs.5000 lakhs to UNCL. The Company has agreed to the same. Accordingly, the Company has no loan outstanding and the investment in Redeemable Preference shares has been written off.

Pursuant to the allotment of shares on November 17, 2021 by Nirbhay Management Services Private Limited to M/s Belgrade Construction Private Limited the holding of your company has been reduced to 9.8%. Consequently, Nirbhay Management Services Private Limited ceased to be a subsidiary of your Company.

Pursuant to the allotment of shares to M/s Mina Ventures Private Limited and immobilisation of shares of Edayar Zinc Limited (EZL), EZL ceased to be a subsidiary of your company w.e.f. March 04, 2022. BIL presently holds less than 20% of the voting power of EZL.

The Company was providing Logistics Services to one of its Subsidiaries i.e Binani Cement Limited (till 24^th July 2017). As per order of the Hon'ble NCLAT dated 14^th 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 opportunities.

BUSINESS OUTLOOK

The Company would continue to focus on its present business activity. It is expected that in spite of several challenges, revenues would increase and even though it may not reach the pre-pandemic levels but will rise significantly.

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, 2022.

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.

The Company has de-recognised the assets and liabilities of Edayar Zinc Limited (EZL), Nirbhay Management Services Private Limited and BIL Infratech Limited from its consolidated financial results at their carrying amount (as of April 01, 2021 for EZL and NMSPL and as of June 30, 2020 for BIL Infratech Limited) and recognised the resulting difference as gain/ loss 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, 2022, 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, 2022 and of the profits / loss 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, 2022 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.

FINANCIAL POSITION OF THE COMPANY

a. The Banks have taken over physical possession of the secured assets of Edayar Zinc Limited (EZL) on 23^rd July 2019 and EZL is in the process of paying under the One Time Settlement arrived at with the Banks. EZL has so far paid R.9475 lakhs to the Banks out of the total dues of Rs.17500 lakhs plus interest. The Company had given Corporate Guarantee to the Bankers to EZL. M/s Mina Ventures Private Limited has consented to replace the corporate guarantee of the Company given to the Bankers to EZL and have also consented to take care of the entire liabilities (present and contingent) of EZL without recourse to Binani Industries Limited. The change in corporate guarantor is pending approval by the Banks.

b. B T Composites Limited a subsidiary of the Company is in the process of voluntary winding up 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. The process is expected to be completed by September, 2022.

c. BIL Infratech Limited, subsidiary a customer had invoked the Bank Guarantee and the Bank paid the customer. The Bank had sanctioned realignment of the working capital limits. However, during the pandemic period, the lead bank froze the cash credit accounts which led to operational difficulty as many of the projects were nearing completion. The subsidiary filed with NCLT Kolkata under Section 10 of the IBC, 2016 and got admitted vide NCLT order dated July 28, 2021 and a Resolution Professional has been appointed. The Company is presently under the Corporate Insolvency Resolution Process.

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.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:-

A. Pursuant to allotment of fresh shares (as explained above)

1. Edayar Zinc Limited

2. Nirbhay Management Services Private Limited (Ceased to be subsidiaries)

B. BIL Infratech Limited has been admitted under IBC vide NCLT Kolkata order dated July 28, 2021;

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 2021-22 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 and as such no amount of principal or interest is outstanding as on the Balance Sheet date.

12. OUTLOOK

The year 2021-22 has been a very tough year for the Group. However, your Company has been able to reduce its liabilities. Your Company has made an application for revocation of suspension of trading to Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). While BSE has given its in-principle approval, approval from NSE is awaited.

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 pb@binani.net.

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

Financial Highlights

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, 2022.

i) Explanation on Statutory Auditors Report:

The Auditors in their Report, have issued a qualified report and have made observations in connection with creation of Business Re-Organization Reserve (BRR) and transfer of sums to offset certain expenses / write off, outstanding Guarantees issued by the Company to banks on behalf of subsidiaries including one step down subsidiary which are significant in relation to the net worth of the Company and material uncertainty related to Going concern.

The Board wishes to state as follows:-

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 Reorganization Reserve (BRR) in line with the afore-cited court order. This 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. EZL has paid about 54% of the OTS principal amount and as per the OTS sanction the balance is payable out of sale of plant and machinery as scrap and other assets including land. Settlement with the balance statutory authorities and government agencies is underway. Mina Ventures Private Limited has consented to meet all the liabilities of the EZL both present and contingent without recourse to your Company. EZL is hopeful that Lenders, Creditors and Authorities will take a measured stand to safeguard interest of all stakeholders. BIL Infratech 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.

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

d. The Company does not have any inventory/ Debtors/ Interest Bearing Loans from any Banks / Financial Institutions accordingly the relevant ratios are not applicable.

e. The Company has only one unsecured Loan of Rs. 4918 Lakhs from 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.

(ii) Explanation on secretarial audit report

a. The Company has approached the stock exchanges for waiver of penalties and revocation of trading suspension as the delay in coming out with the results are beyond the control of the Company viz.

• Delay in receipt of accounts of the subsidiary companies due to Covid 19 pandemic.

• The auditors M/s V P Thacker & Co Chartered accountants were appointed as statutory auditors of the company at the Annual General Meeting held on December 27, 2019 to fill the casual vacancy caused due to the resignation of M/s MSKA & Associates Chartered Accountants who would have held office as Statutory Auditors upto the conclusion of the 57^th AGM had they not resigned, Therefore the term of M/s V P Thacker & Co would have come to an end at the conclusion of the AGM to be held on December 29, 2020. The shareholders approved the appointment of M/s V P Thacker & Co in their meeting held on December 20, 2020. The quarterly results for the year 2020-21 were announced after their appointment.

b. The Company has given monies to erstwhile subsidiary for maintenance of assets / meet expenses - mainly to Edayar Zinc Limited whose bank accounts have been attached by the Income Tax department and the assets have been taken over under Sarfesi by the banks. EZL ceased to be a subsidiary w.e.f March 04, 2022.

c. The shares will be transferred to IEPF shortly.

Directors:

Mr. Braj Binani (DIN 00009145) Director of the Company retires by rotation and has not offered himself for re-appointment.

Mr. Rajesh Kumar Bagri (DIN 00191709) Director of the Company retires by rotation being eligible, has offered himself for reappointment.

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.

The Board of Directors have received declarations from Mr. Manoj Shroff (DIN 00330560), Mr. Sanjib Maity (DIN 09488244) and Mr. Pradyut Meyur (DIN 09488311) Independent Directors 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.

The Independent Directors Mr. Manoj Shroff, Mr. Sanjib Maity and Mr. Pradyut Meyur were appointed by the Board of Directors for a period of five years from 04^th February, 2022 to 3^rd February 2027. The appointments have been approved by the shareholders by way of postal ballot dated 31^st March, 2022.

The second term as Independent Director of Mr. Nilesh R. Doshi (DIN 00249715) and Mr. Shardul D. Shah (DIN 00427919) ended on 30^th December, 2021.

Mr. Souren Kumar Chatterjee (DIN 08438486) has withdrawn his consent to be appointed as Independent Director for the second term w.e.f. 30^th December, 2021.

Key Managerial Personnel (KMP)

The details of the Key Managerial Personnel ofthe Company appointed pursuant to Section 203 of the Companies Act, 2013, are as follows:

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. Thacker & Co., Chartered Accountants, Mumbai, (FRN:118696W) were appointed as Statutory Auditors of the Company at the 57^th AGM of the Company held last year on 29^th December 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 Companies (Audit & Auditors) Rules, 2014.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 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 and are appearing in Annexure I of this Report. However with regard to the provisions of Section 136(1) of the Companies Act 2013, the information and disclosures as required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; which also forms part of this Report are not being sent to the members. 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 pb@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 2021-22 are as follows:

(Rs. in Lacs)

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

During the year under review, your Company has transferred a sum of Rs 41,13,840_/-to the Investors Education and Protection Fund of Central Government, in compliance with Section 125 of the Companies Act, 2013 being unpaid/ unclaimed. This amount represents dividends for the financial year 2013-14 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 7 meetings of the Board of Directors were held. The details such as the dates of meetings, attendance of the Directors thereat etc. is 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. This resulted in a full Board effectiveness report and Directors' feedback. This 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. This 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 at http://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 were no recommendations 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 2021-22. The Secretarial Auditor Report is annexed to this Report as Annexure C.

25. 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. The same can be downloaded from website of the Company www.binaniindustries.com

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

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. 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, undertakes 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.

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.

• 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.

• 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.

• The Shareholders have approved Capital Reduction by Cancellation of Paid-up Share Capital of the Company u/s 66(1)(b)(i) of the Companies Act, 2013 whereby, the issued, subscribed and paid-up Equity capital of the Company is reduced from Rs. 31,36,61,750 (Rupees Thirty One Crore Thirty Six Lakhs Sixty One Thousand Seven Hundred and Fifty Only) consisting of 3,13,66,175 (Three Crores Thirteen Lakhs Sixty Six Thousand One Hundred And Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs. 31,36,610 (Rupees Thirty One Lakhs Thirty Six Thousand Six Hundred And Ten only) consisting of 3,13,661 (Three Lakhs Thirteen Thousand Six Hundred And Sixty One Only) equity shares of Rs. 10 (Rupees Ten) each by cancelling and extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 3,10,52,514 (Three Crore, Ten Lakhs Fifty Two Thousand Five Hundred And Fourteen Only) equity shares of Rs. 10 (Rupees Ten) each. The Scrutinizer Report dated 17th July, 2020 was taken on Board and filed with Stock Exchange.

• Cost audit and maintenance of cost records are not required by the Company.

• 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 ^•

• There has been no change in the business of the Company during the Financial Year ended March 31, 2022.

Ratios where there has been significant change (i.e. change of 25% or more as compared to the immediately previous financial year) from FY 2020-21 to FY 2021-22:

The trading in the Shares of the Company has been suspended by BSE and NSE.

a. The accounts for the quarters March 31, 2019 and June 30,2019 were delayed as there was a delay in receipt of NCLAT order under IBC 2016 with respect to Binani Cement Limited which was a material subsidiary and the senior employees and KMP were busy with the process and procedures.

b. Owing to Covid -19, the accounts and audit of the Company's subsidiaries including those in Europe (where time has been extended for completion of audit till October 2020) are pending. Hence, the Company was unable to come out with the financial results for March 2020 and consequently quarters.

Your Company has made an application for revocation of suspension of trading to Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). While BSE has given its in-principle approval email dated 23/12/21 and approval from NSE is awaited.

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, 2022 is Rs. 5.9 Lakhs.

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - I.

The Company had 12 permanent employees on its rolls as on March 31, 2022. 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.

#MDEnd#