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You Directors hereby submit the report on Business and Operations, along with the Audited Financial Results of the Company for the year ended 31st March 2018.
FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED MARCH 31, 2018:
(Rs. in Lakhs)
|For the Year|
|Profit / (Loss) before Depreciation & Tax||3373.48||41560.20|
|Profit / (Loss) before Exceptional item and tax||3353.26||41540.57|
|Profit / (Loss) before Tax||3353.26||41501.04|
|Profit / (Loss) after Tax||653.91||27922.06|
|Other comprehensive income/ (loss)||1.20||0.49|
|Total comprehensive income||655.11||27922.55|
REVIEW OF OPERATIONS
As reported in the previous years Directors Report, the Company ceased the operation of Container Freight Station (CFS) with effect from May 2012 and since then, has been carrying on the general warehousing operation in the said CFS land with about 120 godowns.
The Board has approved in its Board Meeting held on 1st December 2014 a proposal of the Company for developing an integrated township in the CFS land area of 63.89 acres, where the general warehousing activity was carried on. Consequently, the Company discontinued the general warehousing operation with effect from 1st January 2015 and all the godowns have been completely vacated in the months of January/February 2015. Due to the total discontinuance of general warehousing operations, there is no rental income, except a meager amount of Rs.36.36 lakhs as against Rs.12.50 lakhs earned in the previous year. The sale of land amounting to Rs.6117.54 lakhs constitutes major revenue for the year and the Company has reported a profit of Rs.3353.26 lakhs before Tax (PBT) during the year.
After adjusting the provision for tax to the tune of Rs.2699.35 lakhs, the net profit for the year is Rs.653.91 lakhs (PAT).
Joint Development Agreement (JDA) With M/s.SPR Construction Pvt. Ltd.
You are aware that the Company is embarked upon development of a World-class Integrated Township on Joint Development Model, in its main land area of 63.89 acres (previously used for CFS operations) at Perambur. For the same, the Company has entered into a Joint Development Agreement (JDA) on 26.6.2015 on revenue sharing model with M/s. SPR Construction Private Limited., Chennai.
The mixed use development is the first-of-its-kind township located in a prime location and is based on the concept of building a destination "Where Business Meets Life". Planned around combining professional workspaces and living spaces into one gated arena, it includes a separate residential development, an organized wholesale center, along with a Retail Mall, School, Convention Center and Entertainment Area. The joint venture between Binny Ltd. and SPR Group believes it can utilize the opportunity presented by the current physical and social infrastructure bottlenecks faced in Sowcarpet (South Indias largest wholesale market) located at just 3 kms from the Project Site. The Site has easy road access on all four sides, and is the only private land of this scale in close proximity to the citys wholesale markets. The development of the wholesale center on the site will prove to be an extension/ alternative to the Sowcarpet market and is expected to become a trading hub not only for the Chennai city, but also the entire South India, given its proximity to Chennai Port.
The Project has already received great levels of expression of interest from all quarters. Its residential phase and wholesale market development has already received all the requisite approvals and RERA registration, with other developments expected to obtain the same in the next few months. The Project shall be developed over a period of 7-9 years in a phased manner. Work on the first phase has already begun and is proceeding at a steady pace. Recently, the launch of the projects residential towers was met with overwhelming response from the Chennai community and was successful in selling a record number of units in a short span.
The Company does not recommend any dividend for the year ended March 31, 2018
The Company did not invite or accept any deposit during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL RE-APPOINTMENT OF RETIRING DIRECTOR
Shri. M Nandagopal (DIN: 00058710), Executive Chairman, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for approval of the members at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 49th Annual General Meeting of the Company.
APPOINTMENT OF DIRECTORS
At the 48th Annual General Meeting held on 29th November 2017, Shri. R Arunkumar (DIN:00018588) was appointed as an Independent Director with effect from 06th September 2017 for a term of 5 consecutive years upto 05th September 2022 and he is not liable to retire by rotation. During the year, Smt. Nilima Sathya (DIN:08066913) was appointed as an Additional Director (Independent) of the Company on 12.02.2018. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Smt. Nilima Sathya (DIN:08066913) is proposed to be appointed as an Independent Woman Director for a period of 5 years with effect from 12th February 2018 and necessary resolution seeking the approval of the members for her appointment is included in the Notice convening the Annual General Meeting. She is not liable to retire by rotation
RESIGNATION OF DIRECTORS
During the year, Shri. T Radhakrishnan and Dr. D.V.R. Prakash Rao had resigned from the Board as Independent Directors on 20.05.2017 and Smt. T Manisriram had resigned from the Board as Independent Woman Director on 05.10.2017 and the same was accepted by the Board.
Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Shri. T Radhakrishnan, Dr. D.V.R. Prakash Rao and Smt. T Manisriram during their tenure of office as Independent Directors of the Company
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of Remuneration during the Financial Year 2017-18 in excess of the sum prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD
The Board Meetings were conducted to review the Companys business and to discuss its strategies and plans. During the Year, 6 Board Meetings were convened and held, the details 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, Stake Holders Relationship Committee meetings and Nomination and Remuneration Committee of the Company held during the year along with their constitution and other details are provided in the report on Corporate Governance. During the year, all the recommendations of the Audit Committee were accepted by the Board.
As per provision of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out a performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the financial year 2017-18.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the independent directors under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has a familiarization programme for Independent Directors pursuant to Listing Regulations, 2015. The same is dealt with in the Annual Report. The Familiarization Programme is available in the website of the Company. The link for the same is given as http://www.binnyltd.in/images/policies/FAMILIARIZATION_DIRECTORS.pdf
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT - 9 form part of this Annual Report as ANNEXURE - I POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Policy provides for appropriate composition of Executive, Non-Executive and Independent Directors on the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided 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 Nomination and Remuneration Policy and as per the recommendations of Nomination and Remuneration Committee 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-II
The Nomination and Remuneration policy is posted on the Companys website on the below link. http://www.binnyltd.in/ images/policies/Nomination_Policy.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirm that:
(a) in the preparation of the annual financial statements for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the financial year ended 31st March, 2018;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that 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 report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunity for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available in the website of the Company. The link for the same is http://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 Registration No. 003510S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 48th Annual General Meeting until the conclusion of 51st Annual General Meeting at the Annual General Meeting held on 29th November, 2017.
The Auditors Report does not contain any qualification.
B. Cost Auditors:
The Company is not required to appoint Cost Auditors under Section 148(2) of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014.
C. Secretarial Auditor:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Shri. V.Suresh, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The report of the Secretarial Auditor is enclosed as ANNEXURE III to this report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has complied with requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof is given as an annexure to the Corporate Governance Report.
Managements Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form 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 risk management procedures. These procedures are periodically reviewed to ensure that risks are managed / mitigated through a well-defined framework.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company, to which 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 Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Notes to the Financial Statements forming part of this report. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC- 2 as ANNEXURE-IV
ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Ind AS with effect from 01st April, 2017 pursuant to Companies (Indian Accounting Standards) Rules, 2015 notified by Ministry of Corporate Affairs on 16th February 2015. The Company has completed the modification of accounting and reporting systems to facilitate the adoption of Ind AS. The implementation of Ind AS is a significant process adopted from the current financial year and the Company has presented the impact of Ind AS transition in the notes to the Financial Statements.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company is maintaining adequate and effective Internal Financial Control (IFC) over Financial Reporting (FR) based on Guidance notes on Audit for Internal financial Control over financial reporting, for ensuring the orderly and efficient conduct of its business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Apart from Internal Auditors, who review all the financial transactions and operating systems, the Company has also in place adequate Internal Financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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
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 During the year NIL 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 hasnt taken place, and the reasons thereof
4. The expenditure incurred on Research and Development
Foreign Exchange Earnings and Outgo:
Foreign Exchange earned : 24.89 lakhs
Foreign Exchange used : Nil
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted the Corporate Social Responsibility Committee during the year. The composition of
Corporate Social Responsibility Committee is;
Shri. M Nandagopal - Chairman
Shri. Arvind Nandagopal - Member
Shri. R Arunkumar - Member
SCOPE OF CSR POLICY
This policy will apply to all projects/ programmes undertaken as part of the Companys Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in Corporate Governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed thereunder
CSR POLICY IMPLEMENTATION
The Company shall undertake CSR Project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR policy.
The CSR Policy of the Company is uploaded in the website of the Company, http://www.binnyltd.in/images/policies/ CSR Policy.pdf
REASON FOR NOT SPENDING ON CSR ACTIVITIES
The Company is in the process of identifying the suitable projects for CSR expenditure
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the Company as a going concern and/or companys operations.
The Directors acknowledge the cooperation and assistance extended by the Government of India and Government of Tamil Nadu and place on record their appreciation and gratitude to them. The Directors also thank the shareholders, employees and all other stakeholders of the Company for their continued support and cooperation.
|ON BEHALF OF THE BOARD|
|Chennai||Arvind Nandagopal||R. Arunkumar|
|Date: August 13, 2018||Managing Director||Independent Director|