DIRECTORS' REPORT & MANAGEMENT DISCUSSION & ANALYSIS REPORT Dear members, Your directors present the fifty-second annual report of the company together with the audited financial statements for the financial year ended 31st march, 2015 2. Review of operations Your company, being a holding company, has no manufacturing activities. It provides management support services and also sub-licensed its intellectual property rights to its major subsidiaries for use such as brand, logo & trade mark etc. Its main revenue stream was from management support service charges and royalty from its major subsidiaries and dividend, if any, from investments. The company has not charged any fees for management support services and royalty to all its subsidiaries except binani cement limited (bcl) in the year under review. In case of bcl, the board of directors has not charged any fees for management support services and royalty for the year with effect from 13th December, 2014. For the year under review, your company earned total income of Rs. 5,514 lacs as against Rs. 13,264 lacs in the corresponding previous year. The total income for the year 2014-15 was significantly lower on account of not charging of management support service fees and royalty for the whole / part of the year. This resulted in the company earning profit after tax of Rs. 1,205 lacs during year 2014-15 as against Rs. 1,960 lacs in the previous year after transfer of sum of Rs. 19,803 lacs from business re-organisation reserve as against Rs. 28,852 lacs last year Your directors had approached the registrar of companies (roc), west bengal (kolkata) for extension of time to hold the annual general meeting for the year under review. The roc had granted the extension till 28th December, 2015. 3. Dividend Your directors have recommended a dividend of Rs. 3/- per share (30%), same as last year, which, if declared at the next agm, will have an outgo of Rs. 1,069 lacs (including dividend distribution tax). Declaration of dividend as aforesaid by the members in the next agm is subject to approval of lenders of the company. 4. Share capital During the year under review, the company increased its authorised preference share capital from 60,00,000 preference shares of Rs. 100/- each aggregating to Rs. 6,000 lacs to 1,20,00,000 preference shares of Rs. 100/- each aggregating to Rs. 12,000 lacs. Thereby the total authorised share capital was increased from Rs. 10,000 lacs to Rs. 16,000 lacs. During the year under review, the company issued and allotted 1,20,00,000 0.01% non-cumulative redeemable preference shares of Rs. 100/- each, aggregating to Rs. 12,000 lacs to one of the promoters of the company viz., triton trading company pvt. Ltd. The proceeds from the said issue of preference shares were utilised for the purpose of meeting the promoters' contribution in binani cement ltd as part of the commitment under the restructuring package sanctioned under the joint lenders' forum and also for the purpose of meeting working capital requirements of the company. Consequently, the total paid-up share capital of the company stood at Rs. 14,962 lacs as on 31st march, 2015 (previous year Rs. 2,962 lacs). 5. Consolidated financial statements The consolidated audited financial statements of the company have been prepared in accordance with the applicable accounting standards issued by the institute of chartered accountants of india and forms part of this annual report. 6. Directors' responsibility statement Pursuant to the provisions of section 134(3)(c) of the companies act, 2013 ('the act') your directors state that:- A. In the preparation of the annual financial statements for the year ended 31st march, 2015, 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. They have selected such accounting policies as listed in the note 2 to the financial statements and have applied them consistently and prudent judgments & estimates have been made so as to give a true and fair view of the state of affairs of the company as at 31st march, 2015 and of the profits of the company for the financial year ended on that date; C. They 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. They have prepared the annual accounts on a going concern basis; E. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and F. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. Material changes and commitments affecting The financial position of the company 1. Your company has proposed a scheme of amalgamation of binani metals limited with your company under section 391 to 394 of the companies act, 1956 (including any statutory modification or re-enactment or amendment thereof). The appointed date for the scheme is 1st April, 2015 or such other date as may be decided by the high court or any other appropriate Authority. The notice for the court convened meeting and for postal ballot/e-voting has been dispatched to the shareholders of the company on 19th october, 2015 and the court convened meeting is scheduled to be held on 23rd November, 2015 at rotary sadan, 94/2 Chowringhee road, kolkata-700 020. 2. Edayar zinc ltd (ezl), subsidiary of the company, has been incurring huge fixed costs due to shut down of the plant from April 2014 onwards, except for a brief period of 59 days when the plant operated. Due to erosion of the net worth, ezl was referred to board for industrial and financial reconstruction (bifr). Unfortunately, the proceedings at bifr has been getting considerably delayed. The operations are therefore at a standstill. Meanwhile, from may 2015 onwards, employees of ezl have been given stay-at-home notice. Ezl is pursuing vigorously with bifr for an early hearing and appointment of an operating agency so that a rehabilitation package can be finalized for resumption of operations. Further, the proceedings at bifr are likely to get delayed before a rehabilitation package could be approved. 3. The members of binani zinc limited had at their annual general meeting held on 25th september, 2015 adopted the proposed name 'edayar zinc limited'. Consequently, the registrar of companies has issued a fresh certificate of incorporation consequent to change in name from 'binani zinc ltd.' to 'edayar zinc limited' With effect from 6th October, 2015. 4. The lenders of edayar zinc limited (ezl) have issued notice under section 13(2) of sarfaesi act, 2002. Ezl has suitably replied requesting them to withdraw the notice as the matter is pending with bifr under sick industrial companies (special provisions) act, 1985. 5. B t composites limited, subsidiary of the company, is in the process of voluntary liquidation and has appointed mrs. Sara sancheti, company secretary in whole time practice as the liquidator of the company. 8. Particulars of loans given, investments made, guarantees given and securities provided The details of loans given, investments made and guarantees given and securities provided, during the year under review, under section 186 of the companies act, 2013 are given under note 36 - related party disclosure as per as 18 issued under the accounting standard rules, 2006 (as amended). 9. Contracts or arrangements with related parties All transactions entered into by the company with related parties were in the ordinary course of business and at arm's length basis except those disclosed herein. The audit committee from time to time reviewed and approved the said transactions. Disclosures as required under as-18 have been made in note no.36 to the financial statements. The company has not entered into any fresh material contracts with any of the related parties during the year under review. The details of existing related party contracts/ arrangements, modified during 2014-15, are provided as annexure-a to this report in form aoc-2 10. Deposit The company has not accepted any deposit from public within the meaning of the provisions of section 73 of the companies act, 2013 and rules made thereunder. 11. Outlook The year 2014-15 had been a challenging year for the company's major indian subsidiaries, namely, binani cement limited (bcl) and edayar zinc limited (ezl). Bcl suffered major setback in its performance due to poor demand scenario that prevailed in the cement industry owing to reduced activities in infrastructure and real estate sectors. The situation was further aggravated due to certain coercive actions initiated in the last quarter of fy'14, by the rajasthan vat authorities (rvat), in connection with all past dues which were earlier in dispute. This lead to intermittent stoppage of production and dispatches of cement. Furthermore, liquidity constraints have also affected the smooth operations of bcl. Bcl has paid Rs. 278 crore to the rvat authorities during february 2014 to september 2015. Bcl has been sanctioned a restructuring package by the lenders in the joint lenders forum for funding the sales tax liability. Lenders' have disbursed only part of the sanctioned amount. Immediate disbursement of the entire sanctioned loans will facilitate settling of issues with the rvat authorities and normalization of operations. The group's glass fibre business, both in india and abroad, have shown considerable improvement for the year under review. Improved business conditions in european markets, with several measures undertaken to improve efficiency across different operating areas, resulted in significant improvement in top-line as well as bottom-line. Ezl became a sick company within the meaning of sick industrial companies (special provisions) act, 1985 (sica) and has been referred to board for industrial and financial reconstruction (bifr). Ezl faced tough challenges to Sustain its business operations and the plant remained shut for almost 9 months due to liquidity crunch. Due to erosion of the net worth, ezl was referred to bifr. Unfortunately, the proceedings at bifr has been getting considerably delayed. The operations are therefore at a standstill. Meanwhile, from may 2015 onwards, employees of ezl have been given stay-at-home notice. Ezl is pursuing vigorously with bifr for an early hearing and appointment of an operating agency so that a rehabilitation package can be finalized for resumption of operations. Further, the proceedings at bifr are likely to get delayed before a rehabilitation package could be approved. The bankers of ezl have issued a notice under section 13(2) of sarfaesi act, 2002. Ezl has suitably replied requesting them to withdraw the notice as the matter is pending with bifr under sica. Bil infratech limited, subsidiary of your company, continued to report significantly improved performance though relatively smaller in volume. 12. 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 the annual report. The said financial statements shall also be kept for inspection of members at the registered office and corporate office of the company. The company will provide, free of cost, a copy of financial statements in respect of its subsidiaries to any member of the company upon receipt of a request for the same. Financial highlights and business outlook of Subsidiaries The financial highlights and business outlook in respect of the company's major subsidiaries are given below:- Review of operations Demand for cement is highly correlated with cyclical activities like construction and infrastructure development. The sluggish demand of cement continued in 2014-15 and due to the unavoidable production shutdown in early part of the year owing to coercive measures initiated by the rajasthan vat authorities, bcl could only achieve production of 4.501 million mt as compared to 4.994 million mt in the financial year 2013-14; lower by about 10%. Consequently, cement sales were also lower by 13% at 4.473 million mt as against 5.137 million mt in the previous year share of portland pozzolana cement (ppc) as a percentage to total sales, reduced from 56% to 43% due to higher fly ash costs. During the year under review, the Directors of BCL have decided to withdraw the Scheme to hive off its power undertaking into a separate company by filing necessary application with the Hon’ble High Court at Kolkata Business outlook Indian cement industry India is the second largest cement producer in the world with nearly 366 million mt of cement production capacity, which is expected to increase further to 421 million mt by the end of 2017. The production for fy 2014-15 stood at about 270 million mt and per capita consumption was at around 190 kgs. The housing sector is the biggest demand driver of cement, accounting for about 67% of the total consumption. The other major consumers of cement include infrastructure at 13%, commercial and industrial construction at 11% and 9% respectively. The government thrust on the development of national highways, rural and urban roads, affordable housing, ports connectivity, development of 100 smart cities etc. Should help in boosting the muted growth of the cement industry. The cement market in India is expected to grow at a compounded annual growth rate (cagr) of 8.96% during 2014-2019. With the positive sentiments prevailing, consequent upon a stable government at the centre, coupled with large planned investments in infrastructure and housing /real estate sectors, the demand for cement is likely to get a boost in the coming years. Decreasing commodity prices and controlled inflation, will pave the way for controlling Cost of manufacturing. Opportunities also exist in terms of technology innovations for improving efficiency and installation of waste heat recovery system. Bcl has strategized to focus on the markets within a radius of 400 kms to optimize its logistic costs and streamline and strengthen its distribution network. In addition, bcl continues to streamline the processes with a view to bring all around efficiencies which will facilitate yielding better margin. With indian economy progressing towards the growth trajectory, still economy might take another year to stabilize completely. Intense competition, over capacity situation in the regions where bcl operates, coupled with expansion plans of global giants and increasing small players, will pose challenge and put pressure on the price realization. The matter with the rajasthan vat authorities in respect of past tax dues (which were under dispute) may still have material impact on performance. During the year 2014-15, bcl's debts were restructured through the mechanism of joint lenders' forum which will help reduction in finance costs as well as pressure on its cash flows. Moreover, it has plans to ramp up the manufacturing activities in china. Also, the operations in dubai are also showing signs of improvement. Overall, bcl is hopeful of reporting much better performance in the years ahead, barring unforeseen circumstances. Review of operations During fy 2014-15, total revenue was Rs. 11,315 lacs as against Rs. 36,096 lacs during fy 2013-14. Ezl recorded negative ebitda of Rs. 1,829 lacs vis-a-vis negative ebitda of Rs. 1,374 lacs corresponding previous year. Finance cost contributed significantly in the total loss incurred by ezl during fy 2014-15. The finance cost accounted for 22.63% of the total revenue which was only 1.69% during fy 2013-14. During the year under review, ezl faced tough challenges to sustain its business operations. The plant remained shut since april 2014 onwards but for a brief period of 59 days due to liquidity crunch. Only 13% of its installed capacity could be utilised during fy 2014-15 as compared to 64% capacity utilization during fy 2013-14. As such, the financial performance of ezl during 2014-15 is not comparable with that of 2013-14. Ezl has suffered heavy losses over last few years, resulting in erosion of its net worth. Board of directors of ezl, therefore, on the basis of audited balance sheet as at 30th september, 2014, made reference to the board for industrial and financial reconstruction (bifr) under section 15(1) of the sick industrial companies (special provisions) act, 1985 (sica) on 3rd november, 2014 to declare it as sick industrial company. It's application for registration as sick company is pending before the bifr for its consideration. The directors are hopeful of an early hearing and appointment of an operating agency so that suitable rehabilitation scheme can be finalized which would facilitate restoration of the business operations. The bankers of ezl have issued a notice under section 13(2) of sarfaesi act, 2002. Ezl has suitably replied requesting them to withdraw the notice as the matter is pending with bifr under sica. Ezl will review the situation and take appropriate decision for revival of the unit, upon implementation of the rehabilitation scheme as may be approved by bifr. Review of operations 3b binani, on a consolidated basis, reported significant improvement in its operating performance in the year 201415. Despite the low economic growth in europe, the total revenue went up by about 7% largely driven by an increase in sales volume. Operating profit increased with 40% versus last year (2013-14) and doubled versus the previous year (2012-13). The improvement is largely based on the increased sales volume combined with an improved product mix, productivity improvement and the rigid implementation of a profit improvement plan. The net loss however increased significantly due to unrealized foreign exchange losses (non-cash) on the idbi debt, caused by the major change in exchange rate between the euro and the dollar. Industry overview After some signs of recovery of the market in 2013, 2014 was overall a better year for the european glassfibre market and a year of robust demand growth for the indian glassfibre market. In europe, the overall glass reinforcement market grew by 2.5% over 2013. Growth was more pronounced in chopped strands and direct roving, where 3b binani is more active. The market was particularly strong in the first half and showed some signs of slowness in the second half. There were positive developments in both the automotive and the wind businesses in 2014. The increased use of grassfire in automotive parts at the expense of traditional materials, such as steel, continues to support a higher demand in this segment. The wind business was overall quite robust thanks to clear state programs support on green energy initiatives. The overall European grassfire inventory went down by 14% thanks to a higher demand and a relatively stable production level compared to shipments. This is a major change versus the previous years marked with structural overcapacity. In India, the glass reinforcement market grew by a strong 16% as compared to the previous year, supported by the revitalized economic and political environment. The growth confirms the rebound witnessed over the previous year and evidence that India remains an attractive market for grassfire. Business outlook 3b binani continues 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. 3b binani shows a strong focus on innovation to develop value-added-products for its customers in order to deliver product differentiation, to improve the profitability and to keep ahead of competition. All 3b plants are focusing on improving their cost structure by optimizing production to reach the best efficiencies within the industry. Looking ahead, overall demand growth is expected to continue in glassfibre in both europe and india with the economies gaining some momentum. The market growth for glassfibre in both automotive and wind applications continue to be encouraging and 3b binani is well positioned to take advantage of this. Review of operations Bilil reported the total income of Rs. 31,689 lacs for the year under review as against Rs. 33,608 lacs in the previous year. It earned a nominal profit after tax of Rs. 553 lacs as compared to Rs. 796 lacs in the previous year Industry overview The year 2014-15 was a challenging one for bilil. Although there was a euphoria about exponential growth of the industry after resounding victory of the new government, scenario in infrastructure segments continues to remain sluggish. Outlook With the new government policy of "less government and more governance" and with declaration of clearing hurdles on environmental clearance and land related Issues, there is every possibility of growth in all businesses, be it infrastructure, power, port, mines or capital goods. However, liberalized policy of the government is expected to attract foreign investments including from china. The presence of chinese entrepreneurs shall be a great challenge to the indian industry B t composites limited (btcl) Btcl is wholly owned subsidiary of the company and is under the process of voluntary winding- up. Other subsidiaries Following wholly owned subsidiaries which were incorporated 1-2 years back, are yet to commence their business activities: A. Royalvision projects pvt. Ltd. B. Binani cement global holdings singapore pte. Ltd. C. Royalvision concrete pvt. Ltd. D. Royalvision infratech pvt. Ltd. All the above companies incurred marginal loss for the financial year ended 31st march, 2015 which was on account of certain routine administrative expenses incurred by them. 13. Audit observations A. The statutory auditors, in their report, have made observations in connection with fair valuation of the investments done by the company, creation of business re-organization reserve (brr) and transfer of sums to offset certain expenses/write-offs. The board wishes to state as follows: A. In accordance with the accounting policies applicable to erstwhile wada industrial estate limited (wiel) and to the company as a successor to wiel, being accounting policies adopted as per the scheme of amalgamation approved by the hon'ble high court at kolkata on 18th march 2014, 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 31st march, 2014, being the date of conclusion of the first accounting year, classified the investments as "available for sale financial assets" and has accordingly, measured such investments at fair value as on that date (except for those investments whose fair value cannot be reliably measured, which investments in accordance with as 30 are continued to be measured at cost and their cost is considered as the fair value). Similar treatment has been given in the current year ended 31st march, 2015. B. Similarly, in accordance with the aforesaid, the company has withdrawn the amounts from brr arising pursuant to the merger and adoption of as 30 to meet the expenses like interest and financial charges, foreign exchange loss, fixed assets written-off, value of investments in subsidiaries written-off, expenses related to scheme of amalgamation and advances to subsidiary written-off. B. Pursuant to the provisions of section 204 of the companies act, 2013 and rules made thereunder, the company had appointed m/s vinod kothari & company, company secretaries (cp no.1391) to carry out secretarial audit of the company for the financial year 2014-15. The secretarial audit report is annexed to this report as annexure-c. The secretarial auditors in their report have made an observation relating to a postal ballot notice for the transaction relating to obtaining of approval for providing corporate guarantee and security by way of pledge of shares to bcl, a subsidiary of the company, for an amount not exceeding Rs. 4,000 crore wherein the notice did not specify that the related parties shall abstain from voting as required under clause 49(vii)(e) read with explanation (ii) thereto of equity listing agreement. Secretarial auditors have further clarified that even if the votes casted by the promoters are disregarded, the resolution would have been passed by requisite majority by unrelated parties. The secretarial auditors have recommended to disclose the nature of the interested parties as a matter of best practice. 14. Directors and key managerial personnel (kmp) directors: Pursuant to the provisions of section 149 of the companies act, 2013 and the approval of shareholders at 51st agm, mr. S. Sridhar and mr. Rahul asthana shall be independent directors of the company till the 53rd agm of the company to be held in 2017. They have submitted a declaration that each of them continue to meet the criteria of independence as provided u/s 149(6) of the companies act, 2013. Mr. Sudhakar rao, non-executive director resigned w.e.f. 30th may, 2014 due to preoccupation. Mr. V. Subramanian, non-executive director retired on 30th june, 2014. Mr. Sunil sethy executive vice chairman and managing director also retired on 31st may, 2014. The board places on record its sincere appreciation for the said directors for their contribution made by respective directors during their association with the company. Ms. Shradha binani retires by rotation and being eligible, has offered herself for re-appointment. The board of directors appointed mrs. Jayantika dave as an additional director designated as independent director of the company with effect from 3rd july, 2015 in terms of provisions of section 161 of the companies act, 2013. Mrs. Dave shall hold the office up to the date of ensuing agm. The company has received a notice along with requisite deposit from a member signifying its intention to propose the candidature of mrs. Dave as an independent director. Board of directors recommends appointment of mrs. Jayantika dave for a term of up to the conclusion of 54th agm to be held in 2017. Mrs. Dave has given declaration that she meets the criteria of independence laid down under section 149(6) of the companies act, 2013. The board recommends the aforesaid appointment / re-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. N c singhal tendered his resignation on 15th october, 2015 in view of spirit of recent regulatory changes and was considered by the board of directors at their meeting held on 24th october, 2015. The board of directors wish to place on record their sincere appreciation for the contribution made by mr. N. C. Singhal during his tenure with the company as director since 2008. Consequently, he also ceases to be member / chairman of the audit committee, nomination and remuneration committee, stakeholders' relationship committee and finance committee. Consequent to the resignation of mr. N. C. Singhal, there are three independent directors and three promoter directors, thereby having 50% representation of independent directors. Hence the requirement for appointment of new independent director shall not apply. Key managerial personnel (kmp) 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 recommend to the board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. 15. Auditors M/s. Kanu doshi associates, chartered accountants, (firm registration no. 104746w) statutory auditors of the company hold office until the conclusion of ensuing annual general meeting and are eligible for re-appointment. However, they have expressed their unwillingness to be re-appointed as statutory auditors of the company at the ensuing agm. In view of the above and based on the recommendation of the audit committee, your directors have proposed appointment of m/s. Mzsk & associates, chartered accountants, mumbai (firm registration no.105047w) for a term from the conclusion of the 52nd agm upto the conclusion of 57th agm, subject to the ratification by the members at Each of the agms. M/s. Mzsk & associates have furnished a certificate of their eligibility and requisite consent under the provisions of section 139 read with section 141 of the companies act, 2013. Your board recommends their appointment. 16. 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the annexure forming part of this report. 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 are also provided in the annexure forming part of this report. Having 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 inspection at the registered office and corporate office of the company during working hours on all working days upto the date of agm and any member interested in obtaining such information may write to the company secretary and the same will be furnished without any fee. 17. 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 and technology absorption are not applicable to the company. The details of foreign exchange earnings and outgo for the financial year 2014-15 are as follows: Foreign exchange earning Interest received - Rs. 32.95 lacs foreign exchange outgo Interest - Rs. 2342.65 lacs other expenses - Rs. 4.41 lacs 18. Transfer of unclaimed dividends to investors education and protection fund (iepf). During the year under review, your company has transferred a sum of Rs. 24,91,107/- to the investors education and Protection fund of central government, in compliance with section 205c of the companies act, 1956. This amount represents dividends for the financial year 2007-08 which had been lying unclaimed with the company for a period of 7 years from the due date of the payment, despite reminders sent to concerned shareholders for claiming the amount. 19. Meetings of the board During the year under review, 10 meetings of the board of directors were held. The 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. 20. Performance evaluation Pursuant to the provisions of the companies act, 2013 and clause 49 of the listing agreement, independent directors at their meeting held, without the participation of the non-independent directors and management, considered/ evaluated the performance of board, chairman and other non-independent directors. The board has 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 . 21. 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 clause 49 of the listing agreement, the board of directors had approved the policy on vigil mechanism/ whistle blower and the same is 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. Brief details about the policy are provided in the corporate governance report . 22. Audit committee The audit committee constituted by the board complies with the requirements under the companies act, 2013 as well as Clause 49 of the listing agreement. The details with respect to the composition of the audit committee are included in the corporate governance report, which forms part of this report. There were no recommendation of the audit committee which were not accepted by the board. 23. 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. 24. 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 provide 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. 25. 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 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 26. Sexual harassment policy The company has adopted a sexual harassment policy, pursuant to the provisions of sexual harassment of women at work place (prevention, prohibition & redressal) Act, 2013. During the year under review, no complaints were received by the company, pursuant to the aforesaid act / policy. 27. Corporate governance: Your company is fully compliant with the corporate governance guidelines, as laid out in clause 49 of the listing agreement. 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 attached as annexure-e to this report. Mrs. Visalakshi sridhar, cfo, manager & company secretary, has given a certificate of compliance with the code of conduct, which forms part of corporate governance report as annexure-f required under clause 49 of the listing agreement. M/s aabid & co, practising company secretaries, have examined the requirements of corporate governance with reference to clause 49 of the listing agreement and have certified the compliance, as required under clause 49 of the listing agreement. The certificate in this regard is attached as annexure-g to this report. The chief financial officer (cfo) certification as required under clause 41 of the listing agreement is attached and forms part of this report as annexure-h. Related party disclosures/transactions are detailed in note 36 of the notes to the financial statements. 28. 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. The mandatory provisions of section 135 of the companies act, 2013 and rules made thereunder, with respect to csr, are not applicable to your company. The details of csr activities of the indian subsidiaries are as below: Binani cement limited (bcl) In accordance with the provisions of section 135 read with schedule vii of the companies act, 2013, as a part of its initiative under the "corporate social responsibility" drive, bcl has adopted a csr policy outlining various csr activities to be undertaken in the area of preventive health care, making available safe drinking water, promoting education, ensuring environmental sustainability etc. The csr policy of can be accessed on the bcl's web link <http://www.binanicement.in/investor-relations>. Edayar zinc limited (ezl) The mandatory provisions of section 135 of the companies act, 2013 and rules made thereunder, with respect to corporate social responsibility, are not applicable to ezl. However, it is socially conscious about its participative role in development of society. The group continues to undertake csr activities in binanipuram where the plant is situated and the same are well appreciated by the local community at large. Goa glass fibre limited (ggfl) The provisions of section 135 of the companies act, 2013 and rules thereunder with respect to csr are presently not applicable to ggfl. However, as a part of corporate social responsibility, educational program with respect to safety, health and environment was organized in nearby village, colvale, where ggfl also conducted free medical camps. 29. Other disclosures Your directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the company or relevant transactions / events 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. The managing director of the company did not receive any remuneration or commission from any of its subsidiaries. D. 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. 30. Recognition and rewards The company's subsidiaries both in india and abroad have been rewarded by prestigious bodies / governments in recognition of various initiatives taken by them. Some of them are as follows:- Binani cement limited National award for prevention of pollution in cement category for year 2010-11 by ministry of environment and forest, new delhi. Greentech environment excellence silver award - 2014 from greentech foundation, new delhi. Best employer award for the year 2013 given by the employers association, rajasthan. Environment protection & csr award from dm (sirohi), rajasthan. District level trees booster award 2014-15 from forest department, government of rajasthan for bcl's neem-ka-thana grinding unit. Shandong binani rongan cement company limited Economy work contribution bronze award and enterprise of integrity award from cpc ju county party committee and ju county people's government during the year 2014-15. 31. 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. The company had 38 permanent employees on its roll as on 31st march, 2015. The board places on record its sincere appreciation for the valuable contribution made by the employees across all levels in the organization. 32. 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. 33. Acknowledgements The directors wish to express their appreciation for the continued co-operation of the central and state governments, bankers, financial institutions, customers, dealers and suppliers and also the valuable assistance and advice received from the joint venture partners, and all the shareholders. The directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year. For and on behalf of board of directors of binani industries ltd Braj binani Chairman Date: 24th october, 2015 place: mumbai |