Your Directors hereby submit the report on Business and Operations along with theAudited Financial Results of the Company for the year ended 31st March 2021.
FOR THE YEAR ENDED MARCH 31 2021:
(Rs. in Lakhs)
| ||For the Year || |
|Particulars ||2020-21 ||2019-20 |
|Revenue ||7138.72 ||8303.74 |
|Expenditure ||3857.03 ||4519.56 |
|Profit / (Loss) before Depreciation & Tax ||3281.69 ||3784.18 |
|Depreciation ||25.31 ||19.06 |
|Profit / (Loss) before Exceptional item and tax ||3256.38 ||3765.12 |
|Exceptional item ||- ||- |
|Profit / (Loss) before Tax ||3256.38 ||3765.12 |
|Tax ||1228.74 ||5546.59 |
|Profit / (Loss) after Tax ||2027.64 ||(1781.48) |
|Other comprehensive income/ (loss) ||324.52 ||120.33 |
|Total comprehensive income ||2352.16 ||(1661.15) |
REVIEW OF OPERATIONS
The revenue from operations consists of the revenue recognized from sale of flats underJoint Development Project (JDA) to the tune Rs.2935.88 lakhs and a marginal amount ofRs.0.15 lakhs received as Lease Rent.
Interest charged to the tune of Rs.4179.12 lakhs on the advances to a Related Party forpurchase of Land and Wind Mill which has been called back constitutes the major revenuefor the year.
JOINT DEVELOPMENT AGREEMENT (JDA) WITH M/S.SPR CONSTRUCTION PVT. LTD.
The Company has commenced the development of the world-class integrated township on aJoint Development Model. The Joint Development Agreement (JDA) has been signed withleading Chennai-based real estate developers SPR Group for development on its mainlandarea of 63.89 acres at Perambur Chennai.
The mixed use development is the first-of-its-kind township located in a prime locationand is based on the concept of building a destination "Where Business MeetsLife". Planned around combining professional workspaces and living spaces into onegated arena it includes a separate residential development an organized wholesalecenter along with a Retail Mall School Convention Center and Entertainment Area. Thejoint venture between Binny Ltd. and SPR Group believes it can utilize the opportunitypresented by the current physical and social infrastructure bottlenecks faced in Sowcarpet(South India's largest wholesale market) located at just 3 kms from the Project Site. TheSite has easy road access on all four sides and is the only private land of this scale inclose proximity to the city's wholesale markets. The development of the wholesale centeron the site will prove to be an extension/ alternative to the Sowcarpet market and isexpected to become a trading hub not only for the Chennai city but also the entire SouthIndia given its proximity to Chennai Port.
The Project has already received great levels of expression of interest from allquarters. Its residential phase and wholesale market development has already received allthe requisite approvals and RERA registration with other developments expected to obtainthe same in the next few months. The Project shall be developed over a period of 7-9 yearsin a phased manner. Work on the first phase has already begun and is proceeding at asteady pace. The project's residential towers (Tower A Tower B and H) has met withoverwhelming response from the Chennai community and was successful in selling a recordnumber of units in a short span.
Current Status of Project:
1. Residential Towers Development Phase 1 towers - (Tower A Tower B andH) is already 80% sold out. The Civil Structure has completed and finishing work hasstarted. The approval for next residential tower is also received now and the sale forsame shall also commence in FY 2021-22.
2. School Development The School is 100% Completed. The School is namedas "The Shriram Universal School (TSUS) Chennai" and has commenced operationsfrom the Academic Year 2020-21 in collaboration with Shri Educare Group from Delhi who areknown to setup distinguished educational institutes like Lady Shriram College ShriramCollege of Commerce and a string of Schools with the TSUS brand name. The School hasadopted CBSE curriculum and has classes from Nursery to Grade VII. The School has garneredan incredible response from the micro market with more than 550 admissions for it firsttwo academic year. The School stands as testimony to the Company's promise of improvingthe overall quality of life. We foresee higher customer confidence on the vision ofproject which will reflect in form of higher and faster sales.
3. Villa Development - Civil Structure are nearing completion and finishing workis underway. Aiming to deliver Villa's by current financial year.
4. Market of India Wholesale Market Phase 1 of Market of Indian work isgoing in full swing and so far 100% of excavation and almost 40% of civil work iscompleted. On Sales front as well Market of India is receiving very good response withmore than 50% of small shops for sale are sold.
Impact of Covid-19 on the Company
During the last years Covid-19 lockdown and again the second wave lockdown imposed byStates the ability to do business has been impacted since there were severe restrictionson the movement of construction material employees labour and interested customers.However the Company is backed by a strong Joint Development Partner committed employeesand a resilient business model and with positive sentiments for Real estate sector theProject is nearing pre-covid velocities of Sales and Construction. We are also noticingthat customers are more risk averse than before and are inclined towards project which arenearing completion hence our project is placed rightly for current market expectations.
ADVANCES RECOVERABLE FROM M/S.MOHAN BREWERIES AND DISTILLERIES LIMITED (MBDL) AND FROMTHIRD PARTIES:
A. For Advances recoverable from MBDL :
MBDL has submitted a proposal towards settlement of their entire dues aggregating toRs.518.74 crores the details of which are as below :
| ||Amount O/s As at 31.3.2021 |
| ||(Rs. In Crores) |
|i. Advance paid for purchase of 7.07 acres of land ||140.00 |
|ii. Advance paid for purchase of 37.20 MW Wind || |
|Farm Project ||60.00 |
|iii. Advance paid for purchase of 12.43 acres of land ||183.35 |
|Less: Received back ||10.00 |
| ||173.35 |
|Total ||373.35 |
|Add: Interest charged || || |
|a) On Wind Mill Advance ||27.79 || |
|b) On 12.43 acres land advance ||117.60 ||145.39 |
|TOTAL || ||518.74 |
As per the said proposal the Company is acquiring/ taking over certain business andimmovable properties of MBDL.
|S No Particulars ||Offer price |
| ||(Rs in crores) |
|1 12.43 acres of Factory land located in Selva Street MM Nagar Valasaravakkam ||265.00 |
|2 62 KLPD Distillery Unit at Chengelpet on an On-going concern basis ||100.00 |
|- Land Building and Plant & Machinery || |
|- Current assets & other liabilities || |
|3 Adjacent lands to Distillery Unit Chengelpet || |
|- 62.386 acres of lands located at Irukundrampalli Village in Chengelpet Taluk of Kancheepuram District ||109.00 |
|- 42.46 acres of lands located at Ozhalur Village in Chengelpet Taluk of Kancheepuram District ||53.00 |
|4 850 acres of Windmill Lands at Tirunelveli District along with liability ||27.00 |
|Total amount ||554.00 |
The said proposal was thoroughly evaluated examined and approved in the Board Meetingsheld on 30.7.2021 and 30.8.2021 subject to the approval of the shareholders of theCompany.
B. For Trade Advances recoverable from Others
The Company has extended certain advances in the normal course of its operation tocertain third parties for purchase of Land Textile Goods and other items. As there weresome disputes on the terms and conditions with the parties the Contracts were cancelledand the money was called back and the amounts were due for recovery. MBDL has showninterest to take over these receivables at a fair value. Accordingly the Company isproposing to transfer these advances amounting to Rs.285.30 crores to MBDL for aconsideration of Rs.285.30 crores.
It is proposed to set-off the aforesaid consideration payable by MBDL to the tune ofRs.285.30 crores for transfer of receivables by the Company the amount payable by Binnyto MBDL towards the following :
| ||Amount |
| ||(Rs. In Crores) |
|i) Towards Redemption of Preference Shares ||117.22 |
|ii) Cumulative Dividend payable up to 31.3.2021 ||148.78 |
|TOTAL ||266.00 |
The aforesaid proposal has been approved by the Board in the Board Meetings of theCompany held on 30.7.2021 and 30.8.2021 subject to the approval of the Shareholders ofthe Company.
In this background the total amounts payable to MBDL and the total amounts receivablefrom MBDL are tabulated as under:
|Particulars ||Amount |
| ||(Rs. In Crores) |
|A. Amount payable to MBDL: || |
|For redemption of preference shares along with accumulated dividend up to 31st March 21 ||266.00 |
|For purchase of various assets from MBDL ||554.00 |
|Total of the amounts payable to MBDL ||820.00 |
|B. Amount receivable from MBDL: || |
|For advances given to MBDL for purchase of property along with interest on such advances up to 31st March 21 ||518.74 |
|For transfer of advances/receivables of various parties to MBDL ||285.30 |
|Total of the amounts receivables from MBDL ||804.04 |
|Net amount payable to MBDL ||15.96 |
MBDL agreed to waive this amount of Rs.15.96 crores in the long term interest ofsettling the related party transactions.
The Company does not recommend any dividend for the year ended March 31 2021.
The Company did not invite or accept any deposit during the year under review.
RE-APPOINTMENT OF RETIRING DIRECTOR
Shri. M Nandagopal(DIN: 00058710)Executive Chairman is liable to retire by rotationat the ensuing Annual General Meeting (AGM) pursuant to the provision of Section 152 (6)of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 and the Articles of Association of the Company and being eligiblehas offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for approval of themembers at the ensuing AGM. The brief resume of the Director and other related informationhas been detailed in the Notice convening the 52ndAnnual General Meeting of theCompany.
APPOINTMENT OF DIRECTORS
Smt. Madhaneswari Nandagopal (DIN:00303297) was appointed as an Additional cumNon-Executive Director of the Company on 30.08.2021 who shall hold office upto the date ofthe ensuing Annual General Meeting of the Company. On the recommendation of the Nomination& Remuneration Committee and with the approval of the Board Smt. MadhaneswariNandagopal (DIN:00303297) is proposed to be appointed as Non-Executive Director of theCompany with effect from 30th August 2021 and necessary resolution seeking theapproval of the members for her appointment is included in the Notice convening the AnnualGeneral Meeting. She is liable to retire by rotation Further Subject to the approval ofthe members of the Company Shri. T Krishnamurthy (DIN:02661966) was appointed as a Wholetime Director liable to retire by rotation designated as Director (Finance) & CFOfor a period of five years with effect from 04th September 2021 on the termsand conditions enumerated in the AGM notice.
RESIGNATION OF DIRECTOR & KEY MANAGERIAL PERSONNEL
Shri. S.Natarajan Non Executive Director resigned from the Board on 29.08.2021 andthe same was accepted by the Board. Your Directors place on record their gratefulappreciation of the valuable services rendered and contributions made by Shri. S Natarajanduring his tenure of office as Non-Executive Director of the Company During the yearShri. T Krishnamurthy Chief Financial Officer (CFO) and Company Secretary (CS) hadresigned from the post of Company Secretary on 14.12.2020 and continue as Chief FinancialOfficer of the Company.
Further on the recommendation of Nomination and Remuneration Committee and subject tothe approval of the members of the Company Shri T.Krishnamurthy was appointed as Director(Finance) & CFO for a period of 5 years.
Necessary resolution for his appointment is included in the Notice convening the AGM.
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of Remuneration during the Financial Year2020-21 in excess of the sum prescribed under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
NUMBER OF MEETINGS OF THE BOARD
The Board Meetings were conducted to review the Company's business and to discuss itsstrategies and plans. During the Year 4 Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board has the following Committees:
1) Audit Committee;
2) Nomination and Remuneration Committee;
3) Stakeholders Relationship Committee and
4) Corporate Social Responsibility Committee
The details on the number of Audit Committee Meetings Stakeholders RelationshipCommittee meetings and Nomination and Remuneration Committee of the Company held duringthe year along with their constitution and other details are provided in the report onCorporate Governance.
During the year all the recommendations of the Audit Committee were accepted by theBoard.
As per provision of Section 134(3) (p) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out aperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its various Committees for the financial year 2020-21.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the independent directorsunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
As per the provision of Companies Act 2013 read with Rules made there under they haveregistered themselves in the databank earmarked for Independent Director and maintained bythe Indian Institute of Corporate Affairs. In the opinion of the Board all theindependent directors are persons of integrity and possesses the relevant expertise andexperience in their respective fields
The Company has a familiarization programme for Independent Directors pursuant toListing Regulations 2015. The same is dealt with in the Annual Report. TheFamiliarization Programme is available in the website of the Company. The link for thesame isgivenashttp://www.binnyltd.in/images/policies/FAMILIARIZATION_DIRECTORS.pdf
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 copy of the Annual Return of theCompany is available at company's website www. binnyltd.in
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Policy provides for appropriate composition ofExecutive Non-Executive and Independent Directors on the Board of Directors of yourCompany along with criteria for appointment and remuneration including determination ofqualifications positive attributes independence of Directors and other matters asprovided under sub-section (3) of Section 178 of the Companies Act 2013.
The remuneration paid to the Directors is as per the terms laid out in the Nominationand Remuneration Policy and as per the recommendations of Nomination and RemunerationCommittee of the Company.
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out in ANNEXURE-IThe Nomination and Remuneration policy is posted on the Company's website on the belowlink. http://www.binnyltd. in/images/policies/Nomination_Policy.pdf
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act 2013the Board to the best of its knowledge and belief and according to the information andexplanations obtained by it confirms that: (a) in the preparation of the annual financialstatements for the financial year ended 31st March 2021 the applicableAccounting Standards and Schedule III of the Companies Act 2013 have been followed andthere are no material departures from the same; (b) the Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2021 and of the profit of the Company forthe financial year ended 31stMarch 2021; (c) the directors had taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; (d) the directors hadprepared the annual accounts on a going concern' basis; (e) the directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; (f) the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has formulated and adopted a vigil mechanism for employees to reportgenuine concerns to the Chairman of the Audit Committee. The policy provides opportunityfor employees to access in good faith the Audit Committee if they observe unethical andimproper practices. The Whistle Blower Policy of the Company is available in the websiteof the Company. The link for the same ishttp://www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_ Mechanism.pdf
AUDITORS AND AUDITORS REPORT:
A. Statutory Auditors:
M/s. Sagar & Associates Chartered Accountants Hyderabad bearing Firm RegistrationNo. 003510Swere reappointed as Statutory Auditors of the Company at the 51stAnnualGeneral Meeting to hold office uptothe conclusion of 56thAnnual General Meetingof the Company. to be held in the year 2025 on such remuneration of Rs. 590000(RupeesFive lakhs Ninety Thousand only) exclusive of applicable taxes thereon and out of pocketexpenses.
As required under Regulation 33 of the Listing Regulations they have also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
Statutory Auditors' Report
The Auditors' Report to the shareholders on the Audited Financial Statements for theyear ended 31st March 2021does not contain any qualification reservation oradverse remark.
B. Cost Auditors:
As the Company is not covered under the ambit of Section 148of the Companies Act 2013read with the Companies (Cost records and Audit) Rules 2014 the requirement formaintenance of cost records and appointment of Cost Auditor does not arise
C. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri. V.SureshPracticing Company Secretary has been appointed as Secretarial Auditor of the Company toundertake the Secretarial Audit of the Company for the Financial Year 2020-21. The reportof the Secretarial Auditor is enclosed as ANNEXURE II to this report. There are noqualifications reservations adverse remarks or disclaimers given by the SecretarialAuditor in the Report.
Reporting of fraud
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Act 2013.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has complied with requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A report on the Corporate Governance practices theAuditors' Certificate on compliance of mandatory requirements thereof is given as anannexure to the Report as ANNEXURE III
Management Discussion and Analysis Report is presented in a separate section formingpart of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the Notes to the Financial Statements provided in this Annual Report.
The company has formulated and laid down procedures about the risk assessment and riskmanagement procedures. These procedures are periodically reviewed to ensure that risks aremanaged / mitigated through a well-defined framework.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions with related parties were reviewed and approved by the AuditCommittee. The details of the related party transactions as per Accounting Standard 18 areset out in Notes to the Financial Statements forming part of this report. The particularsof every contract or arrangements entered into by the Company with related partiesreferred to in subsection (1) of section 188 of the Companies Act 2013 is disclosed inForm No. AOC- 2 as ANNEXURE-IV
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company is maintaining adequate and effective Internal Financial Control (IFC) overFinancial Reporting (FR) based on Guidance notes on Audit for Internal financial Controlover financial reporting for ensuring the orderly and efficient conduct of its businessincluding adherence to its policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information. Apart from InternalAuditors who review all the financial transactions and operating systems the Company hasalso in place adequate Internal Financial controls with reference to Financial Statements.During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows:
Conservation of Energy
|1. The steps taken or impact on conservation of energy || |
|2. The steps taken by the Company for utilizing alternate sources of energy ||During the year NIL |
|3. The capital investment on energy conservation equipment || |
|Technology Absorption || |
|1. The efforts made towards technology absorption || |
|2. The benefits derived like product improvement cost reduction product development or import substitution || |
|3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported (b) the year of import (c) whether the technology been fully absorbed (d) if not fully absorbed areas where absorption hasn't taken place and the reasons thereof ||During the year NIL |
|4. The expenditure incurred on Research and Development || |
Foreign Exchange Earnings and Outgo :
Foreign Exchange earned: Nil Foreign Exchange used : Nil
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has already constituted the Corporate Social Responsibility Committeeduring the previous financial year. The composition of Corporate Social ResponsibilityCommittee is; Shri. M Nandagopal- Chairman Shri. Arvind Nandagopal - Member Shri. RArunkumar - Member The Committee has conducted the CSR Committee Meeting on 14.09.2020during the year and all the members of the Committee were present at the Meeting.
SCOPE OF CSR POLICY
This policy will apply to all projects/ programmes undertaken as part of the Company'sCorporate Social Responsibility and will be developed reviewed and updated periodicallywith reference to relevant changes in Corporate Governance statutory requirements andsustainable and innovative practices. The policy will maintain compliance and alignmentwith the activities listed in Schedule VII and Section 135 of the Companies Act 2013 andthe rules framed there under.
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR Project/ programmes identified by the CSR Committee andapproved by the Board of Directors in line with the CSR policy.
The CSR Policy of the Company is uploaded in the website of theCompanyhttp://www.binnyltd.in/images/policies/CSR Policy.pdf
The Company is liable to spend a sum of Rs.41.66 lakhs as per Section 135 of theCompanies Act 2013 relating to CSR for the year ended 31st March 2021. Sincethe Company was not able to find any suitable project it has been decided to transfer theabove mentioned unspent CSR amount to a Fund specified in Schedule VII before the expiryof six month from the closure of financial year as stipulated in Section 135(5) of theCompanies Act 2013.
CHANGE IN NATURE OF BUSINESS
There has been no change of business during the financial year under review
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts ortribunals that may have an impact for the Company as a going concern and/or company'soperations.
DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has Internal Complaints Committees as required under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the yearunder review there were no cases filed pursuant to the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors acknowledge the cooperation and assistance extended by the Government ofIndia and Government of Tamil Nadu and place on record their appreciation and gratitude tothem.
The Directors also thank the shareholders employees and all other stakeholders of theCompany for their continued support and cooperation.
| ||ON BEHALF OF THE BOARD |
| ||M Nandagopal |
|Chennai ||Executive Chairman |
|Date: September 24 2021 ||DIN:00058710 |