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Binny Ltd.

BSE: 514215 Sector: Industrials
NSE: N.A. ISIN Code: INE118K01011
BSE LIVE 15:40 | 02 Dec 90.15 -10.00
(-9.99%)
OPEN

90.20

HIGH

90.20

LOW

90.15

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 90.20
PREVIOUS CLOSE 100.15
VOLUME 56608
52-Week high 182.50
52-Week low 73.20
P/E
Mkt Cap.(Rs cr) 201.21
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.15
Sell Qty 28402.00
OPEN 90.20
CLOSE 100.15
VOLUME 56608
52-Week high 182.50
52-Week low 73.20
P/E
Mkt Cap.(Rs cr) 201.21
Buy Price 0.00
Buy Qty 0.00
Sell Price 90.15
Sell Qty 28402.00

Binny Ltd. (BINNY) - Director Report

Company director report

BINNY LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT Your Directors present the Forty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2012 FINANCIAL RESULTS Rs. In Lakhs As at As at 2011-2012 2010-2011 Operating Profit/(Loss) 355.40 543.88 Profit before Depreciation & Tax 355.40 543.88 Depreciation 25.37 25.43 Profit/(Loss) for the year 330.03 518.45 Tax 86.00 105.00 244.03 413.45 Extra-ordinary items 16.70 0.50 Profit/(Loss) for the year 227.33 412.95 REVIEW OF OPERATIONS Services Division The performance of the container freight station was continued to be satisfactory during the financial year 2011 -12. However, owing to very difficult road traffic constraints prevailing in the location of our operation, the company ceased the operation of container freight station with effect from May 2012. As the company will only continue warehousing operation, higher revenue could not be anticipated during the current year. Sale Registration of Plots in terms of Memorandum of Understanding (MOU) with Unions Till date, sale registration has been made to 128 allottees out of 244 allottees of 500 sq.ft. of plot of company's land each, in terms of Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions. Scheme of Arrangement & Demerger On 5th December 2009, at the meeting of Board of Directors of the Company approved the Scheme of Arrangement prepared by the consultants taking into account all statutory requirements, formalities and compliances of legal and regulatory authorities, to demerge the Company's properties undertaking comprising all assets and liabilities to S.V. Global Mill Limited and the Agencies and Services undertakings comprising asset and liabilities demerged to Binny Mills Limited. Based on the valuation reports of the values and in t of the scheme for every Seven equity shares of Rs.5/- each of Binny Limited, the shareholders shall be entitled to receive Seven equity shares of Rs.5/- each fully paid up of S.V. Global Mill Limited and One equity share of Rs. 10/- each fully paid up of Binny Mills Limited as on the record date, in consideration of the demerger. The Hon'ble High Court of Madras, by an order dated 1st February, 2010, convened Extra-ordinary General Meeting of the equity shareholders of the company on 10th March 2010 for approving the Scheme of Arrangement. Subsequent upon shareholders' approval of the Scheme of arrangement, a petition to sanction the scheme of arrangement under section 391 to 394 of the Companies Act, 1956 was filed with the Hon'ble High Court of Madras. On 22nd April 2010 the Hon'ble High Court of Madras vide its Order dated 22nd April 2010, sanctioned the Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956 amongst Binny Limited and S V Global Mill Limited and Binny Mills Limited. A certified copy of the Scheme was filed with the Registrar of Companies on 8th May 2010. In terms of the court sanctioned Scheme of Arrangement, 8th May 2010 has become the 'effective date' and 1st January 2010 the 'Appointed Date'. Formalities in respect of Increase in authorized share capital, issue of preference share capital and reduction in preference share capital in terms of the Scheme were complied with at the Board Meeting held on 12.5.2010. The Share certificates to the equity shareholders were allotted and issued in the respective resulting companies on 2nd June 2010. The respective resulting companies have complied with formalities for listing of the equity shares with Bombay Stock Exchange Limited and Madras Stock Exchange Limited and obtained their in-principle approval for listing subject to the approval of Securities and Exchange Board of India (SEBI) for relaxation of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. The application is presently pending with SEBI and all the clarifications sought for by SEBI relating to the terms of the Scheme were submitted by the Company. The respective resulting companies are following it up with SEBI for early approval of SEBI for relaxation of Rule 19(2)(b). Soon after the Stock exchanges would permit trading in equity shares of the respective resulting companies and until then the shares credited to the respective shareholders demat account is kept frozen. Directors The Company continues to comply with the terms of Clause 49(C)(iv) of the Listing Agreement with Stock exchanges. Mr. R Narayanan, Mr. S Natarajan, Mr. K Sundareswaran and Dr. Sadayavel Kailasam, Directors, retire by rotation and offer themselves for reappointment. Binny Engineering Limited The audited accounts for the year ended 31.3.2012 and other reports of the company as required under section 212 of the Companies Act is attached. Statutory Requirements As per the requirements of section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to this Report. The particulars required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable as none of the employees is coming under the purview of this section. Directors' Responsibility Statement As required under section 217 (2AA) of the Companies Act, 1956, the Directors state as follows: i. that in the preparation of annual accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year ended 31st March, 2012 and of the profit or loss of the Company for the said period under review. iii. that the .Directors had taken proper and sufficient care for the maintenance of adequate accounting records j'n accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. that the Directors had prepared the accounts for the year ended 3151 March 2012 on a 'going concern' basis. Corporate Governance The report on Corporate Governance forms part of Annexure to Directors Report. Secretarial Audit In terms of the provisions of listing agreement necessary secretarial Audit Report with regard to reconciliation of share capital of the Company and compliance certificate under clause 47C are being carried out at the specified period by a practicing company secretary. The findings of the same were satisfactory. Directors' Clarifications to Auditors' Remarks In regard to the remarks in the Auditors' Report, your directors wish to clarify as under: 4.(f)i. The Company has received wealth tax demand for the Asst. year 2005- 06, 2006-07, 2007-08,2008-2009, 2009-10 & 2010-2011 for Rs.977.24 lakhs against which the company has filed appeals with CWT(A) and confident of fair chances of success in appeal. Therefore, no provision has been made in the accounts and stay petition has been filed. Considering the company's fair chance of succeeding the appeal against income-tax demand for the asst. year 2008 - 09 for Rs. 19.21 lakhs, which is disputed before CIT(A), no provision has been considered necessary. ii. The management of the subsidiary is exploring all possible avenues and taking efforts to obtain necessary permissions of the authorities to resume the business by utilizing the vast leasehold land at the prime location, considering the long term nature of investment no provision for dimunition in value is considered necessary. iii. Efforts are being made to obtain confirmation of balances. Auditors: M/s CNGSN & Associates, (Firm Registration No: 004915S) Chartered Accountants, Chennai 600 017 retire at the conclusion of this Annual General Meeting and are eligible for reappointment. Acknowledgement Your Directors acknowledge the cooperation and assistance extended by the Government of India, Government of Tamil Nadu and Government of Karnataka, and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees, suppliers and dealers for their continued cooperation. Registered Office: BY ORDER OF THE BOARD 106, Armenian Street Chennai 600 001 M. ETHURAJAN Date: 1st September 2012 EXECUTIVE CHAIRMAN ANNEXURE FORM 'A' Power & Fuel Consumption B & C Mill - since the Mill is not functioning, this is not applicable. B W Mill - since the Mill is not functioning, this is not applicable. FORM 'B' Technology Absorption B & C Mill - since the Mill is not functioning, this is not applicable. B W Mill - since the Mill is not functioning, this is not applicable. Conservation Energy - Not applicable

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