Notes to Accounts of Binny Mills Ltd.

Mar 31, 2025

c) Rights, preferences and restrictions in respect of equity shares issued by the Company

1 The company has only one class of equity shares having a par value of Rs.10 each. The equity shares of the company having par value of Rs.10/- rank pari-passu in all respects including voting rights and entitlement to dividend. The dividend proposed if any by the Board of Directors, is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year, the Company has not declared any dividend.

2 In the event of liquidation, shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be proportionate to the number of equity shares held by the shareholder.

(a) **The Company had a pending litigation in the Court of City Civil Judge of Bengaluru, in the form of rent payable by the Company to M/s Square Projects Associates for the Company''s show Room at M.G. Road, Bengaluru. The case is decided during the financial year 2022-2023 in favour of the Company and the claim for arrears of rent has been rejected by the Honourable Court. However the Company has created provision for possible liability of rent and damages amounting to Rs.25.65 lakhs in the books of accounts in the respective years itself. The Company is paying property tax for the Show Room at M.G. Road, Bengaluru for the period under litigation and the amount so paid is shown as receivable from M/s Square Projects Associates in the Balance Sheet. Though the case has been decided in Company''s favour and in expectation of further litigations, the liability for rent and damages is retained in the books.

(b) The Company is a Resulting Company of the Demerger Scheme of erstwhile Binny Ltd. Subsequent to the Demerger, the Company was not provided with the list of litigations that are pending and for which the Company may become liable. Hence, the liability of the Company, if any, arising out of the settlement of the pending litigations, will be provided for and settled as and when the liability arises.

(c) The Company along with management of Binny Ltd and B&C Mill Ltd had a pending litigation in the Additional Labour Court, Chennai regarding various demands raised by Chennai Perunagar Jananayaka Thozhilalar Sangam (Union) in respect of 22 employees. The case is decided in favour of union for 6 out of 10 demands raised. The liability of the Company is not ascertained and the Company along with other respondents is prefering an appeal before higher forum and hence no provision is made in the books

35 The company being the resulting company of demerger scheme of erstwhile Binny Limited, has met the liabilities of the scheme of demerger to fast track the demerger on behalf of binny limited amount to Rs. 9.73 Crores and the same is recoverable from parent Company (Binny limited ). The management has made Rs.7.41 Crores as provision in the books of accounts.

36 Operating Segments

The company is engaged in the business of Trading goods and providing services and therefore, has only one reportable segment in accordance with Ind AS 108 ''Operating Segments''. The operations of the Company is only within India and accordingly, no disclosure based on geographical location is applicable.

The Company manages its capital to ensure that entities in the Company will be able to continue as going concern, while maximising the return to stakeholders through the optimisation of the debt and equity balance.The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity, long term and short-term borrowings.For the purposes of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

The treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company''s activities are exposed to such risk

Foreign currency risk management

The Company''s operations does not involve transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations does not arise. Accordingly, the Company does not have any exposure to such risks.There are no hedged or unhedged foreign currency exposures outstanding at as March 31, 2025 and March 31, 2024

Disclosure of hedged and unhedged foreign currency exposure

The Company does not have any exposure relating to hedged and unhedged foreign currency transactions/ balances.

Foreign currency sensitivity analysis

The Company''s operations does not involve transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations does not arise. Accordingly, the Company does not have any exposure to such risks.

Interest rate risk management

The Company does not have any borrowings and accordingly is not exposed to interest rate risk which arises, if it borrow''s funds at both fixed and floating interest rates.

Interest rate sensitivity analysis

The Company does not have any borrowings and accordingly there is no disclosure made in respect of interest rate sensitivity analysis.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is not subject to major credit risk as the majority of its trade receivables are covered by means of interest free security deposit taken at the inception of the agreement.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity investments.

(a) Trade Receivables

Trade receivables are consisting of a large number of customers. The Company has credit evaluation

policy for each customer and, based on the evaluation, credit limit of each customer is defined.Wherever the Company assesses the credit risk as high, the exposure is backed by either bank guarantee/letter of credit or security deposits.The Company does not have higher concentration of credit risks to a single customer. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

(b) Cash and Cash Equivalents and Bank Deposits

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.Investments of surplus funds are made only with approved Financial Institutions/Counterparty. Investments primarily include investment in units of quoted Mutual Funds,etc. These Mutual Funds and Counterparties have low credit risk.

Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carry minimal mark to market risks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Liquidity tables

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay..

1 The transactions with the related parities were made in the ordinary course of business and on arm''s length basis. Hence, the transactions will not attract the provisions of section 188(1) of the Companies Act, 2013.

2 The management has created a provision amounting to Rs.2.31 Crores during the year in the books of accounts in respect of debts due from the related party (Binny Limited).

40 Retirement benefit plans Defined contribution plans Employees Provident Fund

In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary. The contributions, as specified under the law, are made to the Provident fund as well as Employee State Insurance Fund.

The total expense recognised in profit or loss of Rs. 1.45 lakhs (for the year ended March 31, 2024: Rs. 1.77 lakhs) represents contribution payable to these plans by the Company at rates specified in the rules of the plan..

Defined benefit plans

Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including dearness Allowance, if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been adopted.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
Investment risk	The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit.
Interest risk	A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan''s debt investments.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Sensitivity analysis

In view of the fact that the Company, for preparing the sensitivity analysis, considers the present value of the defined benefit obligation which has been calculated using the projected unit credit

method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet there is no disclosure to be made.

(b) Compensated absences

The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense recognised during the year is Rs. -0.64 Lakhs (previous year 2024-2025 Rs. -2.68 Lakhs).

* due to Redemption of Fixed deposit

*** due to finance cost charged during the year

# Earnings available for Debt Service = Net profit after tax non cash operating expenses Interest other adjustments

Note 1: Cummulative Redeemable preference shares of the company is classified as Financial liability as per IND AS and hence the same is considered as debt for computing the ratios.. Since the preference shares is a financial liability, preference dividend payable is treated as finance cost and the ratios has been computed accordingly.

Note 2: Preference dividend payable is grouped under current liabilities based on the definition in Schedule III to the Act, which inter alia requires the company to mandatorily classify liability as current liability if the company does not have an unconditional right to defer settlement of the liability. Accordingly while calculating current ratio, the said preference dividend payable grouped under current liabilties is excluded since the same is not expected to be settled within one year from the balance sheet date.

Note 3: Reason for differences

a. Current Ratio increased due to Decrease in Current Liabilities.

b. Return on Equity Ratio decreased due to Decrease in Net profit after Tax and Decrease in Shareholder Equity.

c. Netcapital Turnover Ratio decreased due to Decrease in Revenue from operations.

d. Return on capital employed decreased due to Decrease in Revenue from operations.

43 Pursuant to the Demerger Order dated 22.04.2010 of the Honourable Madras High Court, the Company had received its share of land from M/s Binny Limited to the extent of 27.76 acres. However the title deed in the name of the Company is yet to be registered. The property tax and other taxes pertaining to the land belonging to the Company are being assessed in the name of Binny Mills Limited and the same has been duly paid by the Company.

44 Other Statutory Information

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

45 Previous year figures have been regrouped/reclassified wherever necessary to conform to current year figures

The accompanying notes form an integral part of the financial statements

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Mar 31, 2024

m) Provisions, contingent liabilities and contingent asset
Provisions

Provisions are recognized when the Company has a present obligation from a past event, and
it''s likely that resources will be needed to settle it, with a reliable estimate.

If time value of money is material, provisions are discounted using pre-tax rates reflecting risks.
The increase due to time passage is recognized as finance cost. Provisions are reviewed at
each balance sheet date and adjusted.

Provision for doubtful debts, claims, etc., is made if realization is doubtful per management
judgment.

Contingent liability

A contingent liability is a possible obligation arising from past events, confirmed by uncertain
future events. It''s not recognized if unlikely to require resource outflow to settle the obligation or
if the measurement is unreliable. They are disclosed separately. Show Cause notices are
considered contingent liabilities only upon conversion to demands.

Contingent assets

Where an inflow of economic benefits is probable, the Company discloses a brief description of
the nature of the contingent assets at the end of the reporting period, and, where practicable, an
estimate of their financial effect. Contingent assets are disclosed but not recognised in the
financial statements.

n) Cash and cash equivalents

Cash comprises cash in hand and demand deposits with banks. Cash equivalents are short
term balances with original maturity of less than 3 months, highly liquid investments that are
readily convertible into cash, which are subject to insignificant risk of changes in value.

o) Cash Flow Statement

Cash flows are presented using indirect method, whereby profit / (loss) before tax is adjusted for
the effects of transactions of non-cash nature and any deferrals or accruals of past or future
cash receipts or payments.

Bank borrowings are generally considered to be financing activities. However, where bank
overdrafts which are repayable on demand form an integral part of an entity''s cash management,
bank overdrafts are included as a component of cash and cash equivalents for the purpose of
Cash flow statement.

p) Earnings per share

Basic earnings per share is calculated by dividing the net profit after tax by the weighted average
number of equity shares outstanding during the year adjusted for bonus element in equity share.
Diluted earnings per share adjusts the figures used in determination of basic earnings per share
to consider the conversion of all dilutive potential equity shares. Dilutive potential equity shares
are deemed converted as at the beginning of the period unless issued at a later date.

c) Rights, preferences and restrictions in respect of equity shares issued by the Company

1 The company has only one class of equity shares having a par value of Rs.10 each. The equity
shares of the company having par value of Rs.10/- rank pari-passu in all respects including
voting rights and entitlement to dividend. The dividend proposed if any, by the Board of Directors,
is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the
year, the Company has not declared any dividend.

2 In the event of liquidation, shareholders will be entitled to receive the remaining assets of the
company after distribution of all preferential amounts. The distribution will be proportionate to the
number of equity shares held by the shareholder.

(a) **The Company had a pending litigation in the Court of City Civil Judge of Bengaluru, in the form
of rent payable by the Company to M/s Square Projects Associates for the Company''s show
Room at M.G. Road, Bengaluru. The case is decided during the year in favour of the Company
and the claim for arrears of rent has been rejected by the Honourable Court. However the Company
has created provision for possible liability of rent and damages amounting to Rs.25.65 lakhs in
the books of accounts in the respective years itself. The Company is paying property tax for the
Show Room at M.G. Road, Bengaluru for the period under litigation and the amount so paid is
shown as receivable from M/s Square Projects Associates in the Balance Sheet. Though the
case has been decided in Company''s favour and in expectation of further litigations, the liability
for rent and damages is retained in the books.

(b) The Company is a Resulting Company of the Demerger Scheme of erstwhile Binny Ltd. Subsequent
to the Demerger, the Company was not provided with the list of litigations that are pending and for
which the Company may become liable. Hence, the liability of the Company, if any, arising out of
the settlement of the pending litigations, will be provided for and settled as and when the liability
arises.

(c) The Company along with management of Binny Ltd and B&C Mill Ltd had a pending litigation in
the Additional Labour Court, Chennai regarding various demands raised by Chennai Perunagar
Jananayaka Thozhilalar Sangam (Union) in respect of 22 employees. The case is decided in
favour of union for 6 out of 10 demands raised. The liability of the Company is not ascertained
and the Company along with other respondents is prefering an appeal before higher forum and
hence no provision is made in the books

35 The Company being the resulting company of demerger scheme of erstwhile Binny Limited, An asset
amounting to Rs. 3.29 Crores (Advance made to Ravikumar properties ) was transferred to Binny
mills Limited during the scheme of demerger via Court order. The company has received an enquiry
relating to above advance from Prevention of money laundering Act. As the said asset is received Via
court order, hence the possibility of contravening the provisions of PMLA act does not arise. Further
the amount has been received during the current Financial Year ended 31/03/2024.

36 The company being the resulting company of demerger scheme of erstwhile Binny Limited, has met
the liabilities of the scheme of demerger to fast track the demerger on behalf of binny limited amount
to Rs. 9.73 Crores and the same is recoverable from parent Company (Binny limited ). The management
has created a provision amounting to Rs.4.63 Crores during the year in the books of accounts.

37 Operating Segments

The company is engaged in the business of Trading goods and providing services and therefore, has
only one reportable segment in accordance with Ind AS 108 ''Operating Segments''. The operations of
the Company is only within India and accordingly, no disclosure based on geographical location is
applicable.

Financial risk management objectives

The treasury function provides services to the business, co-ordinates access to domestic and international
financial markets, monitors and manages the financial risks relating to the operations through internal
risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk
(including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows
that may result from a change in the price of a financial instrument. The Company''s activities are
exposed to such risk

Foreign currency risk management

The Company''s operations does not involve transactions denominated in foreign currencies;
consequently, exposures to exchange rate fluctuations does not arise. Accordingly, the Company
does not have any exposure to such risks.

There are no hedged or unhedged foreign currency exposures outstanding at as March 31, 2024 and
March 31, 2023

Disclosure of hedged and unhedged foreign currency exposure

The Company does not have any exposure relating to hedged and unhedged foreign currency
transactions/ balances.

Foreign currency sensitivity analysis

The Company''s operations does not involve transactions denominated in foreign currencies;
consequently, exposures to exchange rate fluctuations does not arise. Accordingly, the Company
does not have any exposure to such risks.

Interest rate risk management

The Company does not have any borrowings and accordingly is not exposed to interest rate risk
which arises, if it borrow''s funds at both fixed and floating interest rates.

Interest rate sensitivity analysis

The Company does not have any borrowings and accordingly there is no disclosure made in respect
of interest rate sensitivity analysis.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Company. The Company is not subject to major credit risk as the majority of its
trade receivables are covered by means of interest free security deposit taken at the inception of the
agreement.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure is the total of the carrying amount of balances with banks, short term deposits with banks,
trade receivables, margin money and other financial assets excluding equity investments.

(a) Trade Receivables

Trade receivables are consisting of a large number of customers. The Company has credit evaluation
policy for each customer and, based on the evaluation, credit limit of each customer is
defined.Wherever the Company assesses the credit risk as high, the exposure is backed by either
bank guarantee/letter of credit or security deposits.The Company does not have higher concentration
of credit risks to a single customer. As per simplified approach, the Company makes provision of
expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in
payments and makes appropriate provision at each reporting date wherever outstanding is for longer
period and involves higher risk.

(b) Cash and Cash Equivalents and Bank Deposits

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally
low as the said deposits have been made with the banks/financial institutions, who have been assigned
high credit rating by international and domestic rating agencies.Investments of surplus funds are
made only with approved Financial Institutions/Counterparty. Investments primarily include investment
in units of quoted Mutual Funds,etc. These Mutual Funds and Counterparties have low credit risk.

Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective
of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for
use as per requirements. The Company invests its surplus funds in bank fixed deposit and mutual
funds, which carry minimal mark to market risks. The Company also constantly monitors funding
options available in the debt and capital markets with a view to maintaining financial flexibility.

41 Retirement benefit plans
Defined contribution plans
Employees Provident Fund

In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in
respect of provident fund, a defined contribution plan, in which both employees and the Company
make monthly contributions at a specified percentage of the covered employees'' salary. The
contributions, as specified under the law, are made to the Provident fund as well as Employee State
Insurance Fund.

The total expense recognised in profit or loss of Rs.1.77 lakhs (for the year ended March 31, 2023:
Rs. 1.96 lakhs) represents contribution payable to these plans by the Company at rates specified in
the rules of the plan.

Defined benefit plans

Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed
by multiplying last drawn salary (basic salary including dearness Allowance, if any) by completed
years of continuous service with part thereof in excess of six months and again by 15/26. The Act
provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on
gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity
Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in
this regard the same has been adopted.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate
risk and salary risk.

* due to Redemption of Fixed deposit

*** due to finance cost charged during the year

# Earnings available for Debt Service = Net profit after tax non cash operating expenses
Interest other adjustments

Note 1: Cummulative Redeemable preference shares of the company is classified as Financial liability
as per IND AS and hence the same is considered as debt for computing the ratios.. Since the preference
shares is a financial liability, preference dividend payable is treated as finance cost and the ratios has
been computed accordingly.

Note 2: Preference dividend payable is grouped under current liabilities based on the definition in
Schedule III to the Act, which inter alia requires the company to mandatorily classify liability as current
liability if the company does not have an unconditional right to defer settlement of the liability .
Accordingly while calculating current ratio, the said preference dividend payable grouped under
current liabilties is excluded since the same is not expected to be settled within one year from the
balance sheet date.

Note 3: Reason for differences

a. Debt Service coverage ratio increased due to increase in Earnings available for Debt service.

b. Trade Receivable Turnover Ratio increased due to decrease in average trade receivables.

c. Trade Payables Turnover Ratio increased due to decrease in average trade payables.

d. Netcapital Turnover Ratio decreased due to increase in working capital.

e. Netprofit Ratio decresed due to increase in loss on account of provision for Impairment on
Financial Assets.

f. Return on capital employed decresed due to increase in loss on account of provision for
Impairment on Financial Assets.

44 The Company has advanced monies to Ravikumar Properties Private Ltd in the earlier years towards
purchase of property. Since the said transaction did not materialise the said advance is treated as
advance - others in the financial statements and agreement has been entered into by the company
with Ravikumar Properties Private Ltd to this effect. The company has recovered the amount during
the financial year.

45 Pursuant to the Demerger Order dated 22.04.2010 of the Honourable Madras High Court, the Company
had received its share of land from M/s Binny Limited to the extent of 27.76 acres. However the title
deed in the name of the Company is yet to be registered. The property tax and other taxes pertaining
to the land belonging to the Company are being assessed in the name of Binny Mills Limited and the
same has been duly paid by the Company

46 Acknowledgement of Balances

The Company has obtained confirmation of balances from all the banks. In respect of Advances,
Debtors and Creditors, the confirmation of balances were sought for by the Company and has been
obtained in few cases.

47 Other Statutory Information

(i) The Company do not have any Benami property, where any proceeding has been initiated or
pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period,

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the
financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or
entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary
shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company have not any such transaction which is not recorded in the books of accounts
that has been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of
the Income Tax Act, 1961

48 Previous year figures have been regrouped/reclassified wherever necessary to conform to current
year figures

As per our report of even date attached

For and on behalf of the board For Ramesh and Ramachandran

Chartered Accountants
(Firm Registration No.002981S)

Sd/- Sd/- Sd/- Sd/-

V.R.Venkataachalam R. Kannan K. Aarthi G. Suresh

Chairman Chief Financial Officer Company Secretary Partner

DIN: 00037524 Membership No. 70915 Membership No. 029366

UDIN: 24029366BKEJQD4505

Place : Chennai
Date : 30.05.2024

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Mar 31, 2016

1. The Company has a pending litigation in the court of City Civil Judge at Bengaluru, in the form of compensation payable by the Company and S V Global Mills Ltd to the legal successors of a victim who died in an electricity accident outside the premises of the Company’s showroom at Bengaluru.

2. In the opinion of the Management, all current assets, debtors and loans and advances would, in the ordinary course of business, realize at the value stated.

3. Acknowledgement of Balances: The Company has obtained confirmation of balances from all the banks. In respect of Debtors and Creditors, the confirmations of balances were sought for by the company or by the concerned parties, as the case may be. The reconciliation of discrepancies in balances, wherever applicable, is in progress.

4. There are no Obsolete/Damaged stocks with the company for the year ended 31^st March, 2016.

During the year, due to flood caused by heavy rains in the months of November 2015 and December 2015, the warehouses of the Company were flooded thereby causing damage to the textile material bales and packed materials that were kept ready for sale. The Company had made a claim amount of Rs. 24,94,344/- to the Insurance Company for the loss incurred and had received compensation amount of Rs. 24,25,000/- as against the claim made. The shortfall amount of Rs. 69,344/- between the amount of claim made and the amount of compensation received has been treated as loss on flood damaged goods.

During the year, the Company had sold the old and non-moving stock of textile materials that were received from the Kolkata and Bangalore showrooms of the Company worth Rs.7,36,663/- for an amount Rs.1,00,000/-. The difference amount of Rs.6,36,663/- between the cost of goods sold and the amount of consideration received, has been treated as Loss on sale of show room old stock.

5. Depreciation has been provided based on the useful life of asset as specified in Schedule II of the Companies Act, 2013.

6. Total outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 313-2015). Total outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 151.75 lakhs (Rs. 117.42 lakhs as on 31-3-2015).

7. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year is charged to revenue.

8. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

9. Employee Benefits:

10. The Company has determined the liability for employee benefits as at 31^st March 2016 in accordance with Accounting Standard - 15 (revised) “Employee Benefits” issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

11. Defined Benefit Plan - as per Actuarial Valuation as on 31^st March 2016 - Gratuity & Long Term Compensated Absence

All the transactions were made by the Company in the ordinary course of business and on arm’s length basis. Hence, these transactions will not attract the provisions of section 188(1) of the Companies Act, 2013.

No amounts have been written off, or provided for, or written back, during the year, in respect of debts due from, or to, the related parties.

12. The estimated amount of contracts, remaining to be executed on Capital account, as at 31^st March 2016: Rs. Nil (Rs. Nil as at 31^st March 2015).

13. Provision for Wealth tax is not made in the accounts as in the opinion of the management no Wealth tax is payable.

14. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75% ) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-, the preference dividend payable is Rs.27,94,838/- (Rs.25,08,188/- for 31-3-2015). The 9.75% CRPS issued on 2-6-2010 are due for redemption on or before 30^th June 2016.

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.115,10,97,874/- (Rs. 102,44,59,710/- for 31-3-2015). The 9% CRPS issued on 2-6-2010 are due for redemption on or before 12^th May 2020.

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1^st January 2010 (i.e., the Appointed date) vide the Order of the Madras High Court dated 22^nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd.

15. The Company has pending litigations in case of ownership of its showrooms in Bangalore. At present provision for rent and damages payable are made as per the court order.

16. Figures for the previous year have been regrouped and reclassified, wherever necessary, to conform to the current year’s classification.

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Mar 31, 2015

1. Corporate Information

Binny Mills Ltd was incorporated as a Public Limited Company on 20th December, 2007. The company was issued Certificate for Commencement of Business on 6th February 2008. The CIN of the Company is L17120TN2007PLC065807.

The Company is engaged in the business activities of providing services and trading of goods. The company derives rental income by letting out on rent, its warehouses situated in Perambur, Chennai, to various tenants. Apart from this the Company buys and sells textile materials (trading in textile) including retail sales to customers, from its textile division at Chennai and from the showrooms in Bangalore and Kolkata.

2. In the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the value stated.

3. Depreciation has been provided based on useful life as specified in Schedule II of the Companies Act, 2013. Depreciation charge for the year has increased by Rs. 69,118/- on account of adoption of Schedule II in place of Schedule XIV to the Companies Act, 1956.

The company has adjusted an amount of Rs. 13,802/- from retained earnings on account of adoption of Schedule II.

4. Total outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 31.3.2014).Total outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 117.42 lakhs (Rs. 87.56 lakhs as on 31/03/2014).

5. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year is charged to revenue.

6 There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Employee Benefits :

A. The Company has determined the liability for employee benefits as at 31st March 2015 in accordance with Accounting Standard - 15 (revised) "Employee Benefits" issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

The present value of obligations has been calculated using Projected Unit Credit Method, as specified in Accounting Standard 15-Employee Benefits, which assumes that each period of service gives rise to an additional unit of obligation.

The company is a going concern with normal changes in the employees' profile.

8. There are no borrowing costs during the year.

9. Advances include a sum of Rs. 1,156.72 lakhs (Rs. 1,153.72 lakhs as on 31.3.2014) towards purchase of property due from a Company in which a director of the Company is also a director.

Figures in bracket relate to the previous year.

All the transactions were made by the Company in the ordinary course of business and on arm's length basis. Hence, these transactions will not attract the provisions of section 188 (1) of the Companies Act, 2013

No amounts have been written off or provided for or written back during the year in respect of debts due from or to the related parties.

10. The estimated amount of contracts remaining to be executed on account of Capital account as at 31st March 2015: Rs. Nil (Rs. Nil as at 31st March 2014).

11. Provision for Wealth Tax is not made in the books as in the opinion of the management, no wealth tax is payable.

12. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75% ) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-the preference dividend payable is Rs.25,08,188/- (Rs.22,21,538/- for 31-3-2014).

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.102,44,59,710/- (Rs. 89,78,21,546/- for 31-3-2014).

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1st January 2010 (i.e., the Appointed date) vide the Order of the Madras High Court dated 22nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd.

13. Figures for the previous year have been regrouped wherever necessary to conform to the current year's classification.

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Mar 31, 2014

1. In the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the value stated.

2. Total Outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 31.3.2013). Total Outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 87.56 lakhs (Rs. 90.48 lakhs as on 31/03/2013).

3. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year is charged to revenue.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

5. Employee Benefits :

A. The Company has determined the liability for employee benefits as at 31st March 2014 in accordance with Accounting Standard - 15 (revised) "Employee Benefits" issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

B. Defined Benefit Plan - as per Actuarial Valuation as on 31st March 2014 - Gratuity & Long Term Compensated Absence

6. There are no borrowing costs during the year.

7. Advances include a sum of Rs. 1153.72 lakhs (Rs.1324.03 lakhs as on 31.3.2013) towards purchase of property due from a Company in which directors are interested.

8. The estimated amount of contracts remaining to be executed on account of Capital account as at 31st March 2014 : Rs. Nil (Rs. Nil as at 31st March 2013).

9. Provision for Wealth Tax is not made in the books as in the opinion of the management, no wealth tax is payable.

10. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75% ) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-, the preference divi- dend payable is Rs.22,21,538/- (Rs.19,34,888/- for 31-3-2013). The Redemption date for 9.75% CRPS, which was due for redemption on or before 30th June 2011, has been extended by 5 five years, with the consent of the holders of the 9.75% CRPS.

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.89,78,21,546/- (Rs. 77,11,83,382/- for 31-3-2013).

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1st January 2010 (i.e., the Appointed date) vide the Order of the Madras High Court dated 22nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd.

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Mar 31, 2013

1. Corporate Information

Binny Mills Ltd was incorporated as a Public Limited Company on 20th December, 2007. The company was issued Certificate for Commencement of Business on 6th February 2008. The CIN of the Company is U17120TN2007PLC065807.

The Company is engaged in the business activities of providing services and trading of goods. The company derives rental income by letting out on rent, its warehouses situated in Perambur, Chennai, to various tenants. Apart from this the Company buys and sells textile materials (trading in textile) including retail sales to customers, from its textile division at Chennai and from the showrooms in Bangalore and Kolkata .

2. Balances in sundry debtors, sundry creditors and other current assets are subject to confirmation. However, in the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the value stated.

3. Total Outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 31.3.2012).

Total Outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 90.48 lakhs (Rs. 81.55 lakhs as on 31/03/2012).

4. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year are charged to revenue.

5. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

6. Employee Benefits:

A. The Company has determined the liability for employee benefits as at 31st March 2013 in accordance with Accounting Standard - 15 (revised) "Employee Benefits" issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

B. Defined Benefit Plan - as per Actuarial Valuation as on 31st March 2013 - Gratuity & Long Term Compensated Absence

7. There are no borrowing costs during the year.

8. Advances include a sum of Rs. 1324.91 lakhs (Rs.1411.50 lakhs as on 31.3.2012) towards purchase of property due from a Company in which directors are interested.

9. The estimated amount of contracts remaining to be executed on account of Capital account as at 31st March 2013 : Rs. Nil (Rs. Nil as at 31st March 2012).

10. Provision for Wealth Tax is not made in the books as in the opinion of the management, no wealth tax is payable.

11. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75% ) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-, the preference dividend payable is Rs.19,34,888/- (Rs.16,48,238/- for 31-3-2012). The Redemption date for 9.75% CRPS, which was due for redemption on or before 30th June 2011, has been extended by 5 five years, with the consent of the holders of the 9.75% CRPS.

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.77,11,83,382/- (Rs. 64,45,45,218/- for 31-3-2012).

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1st January 2010 (i.e., the Appointed date) vide the Order of The Madras High Court dated 22nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd.

12. The Company had obtained in-principle approval from the Bombay Stock Exchange for listing of its equity shares. Later the Company had approached the Securities Exchange Board of India (SEBI) for obtaining relaxation under Rule 19(2)(b) of Securities Contract Regulation Rules, 1957 and the same has been obtained vide order CFD/DIL/HB/PA/OW/6455/2013 dated 15th March, 2013.

13. Figures for the previous year have been regrouped wherever necessary to conform to the current year''s classification.

14. Cash Flow Statement and Balance Sheet abstract are enclosed.

15. The bank statements were not verified in respect of one bank account held with Indian Bank, Chennai having a book balance of Rs. 9925.00

16. The Revised Schedule has become effective from 1st April 2011 for preparation of Financial Statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with current year''s classification / disclosure.

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Mar 31, 2012

1. Corporate Information

Binny Mills Ltd was incorporated as a Public Limited Company on 20th December 2007. The Company was issued Certificate for Commencement of Business on 6th February 2008. The CIN of the Company is U17120TN2007PLC065807.

The Company is engaged in the business activities of providing services and trading of goods. The company derives rental income by letting out on rent, its warehouses situated in Perambur, Chennai, to various tenants. Apart from this, the Company buys and sells textile materials (trading in textile) including retail sales to customers, from its textile division at Chennai and from the showrooms in Bangalore and Kolkata.

2. Balances in sundry debtors, sundry creditors and other current assets are subject to confirmation. However, in the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the value stated.

3. Total outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 31.3.2011).

Total Outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 81.55 lakhs (Rs.50.19 lakhs as on 31/03/2011).

4. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year is charged to revenue.

5. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

6. Employee Benefits:

A. The Company has determined the liability for employee benefits as at 31st March 2012 in accordance with Accounting Standard - 15 (revised) "Employee Benefits" issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

B. Defined Benefit Plan - as per Actuarial Valuation as on 31st March 2012 - Gratuity & Long Term Compensated Absence

The present value of obligations has been calculated using Projected Unit Credit Method, as specified in Accounting Standard 15-Employee Benefits, which assumes that each period of service gives rise to an additional unit of obligation.

The company is a going concern with normal changes in the employees'' profile.

7. There are no borrowing costs during the year.

8. Advances include a sum of Rs. 1411.50 lakhs (Rs.1320.50 lakhs as on 31.3.2011) towards purchase of property due from a Company in which directors are interested.

9. The estimated amount of contracts remaining to be executed on account of Capital account as at 31st March 2012: Rs. Nil (Rs. Nil as at 31st March 2011).

10. Provision for Wealth Tax is not made in the books as in the opinion of the management, no wealth tax is payable^

11. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75%) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-, the preference dividend , payable is Rs. 16,48,238/- (Rs.13,61,588/- for 31-3-2011). The Redemption date for 9.75% CRPS, which was due for redemption on or before 30th June 2011, has been extended by 5 five years, with the consent of the holders of the 9.75% CRPS.

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.64,45,45,218/- (Rs. 51,79,07,054/- for 31-3-2011).

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1st January 2010 (i.e., the Appointed date) vide the Order of The Madras High Court dated 22nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd.

12. The Company had obtained in-principle approval from the Bombay Stock Exchange for listing of its equity shares. Later the Company had approached the Securities Exchange Board of India (SEBI) for obtaining relaxation under Rule 19(2)(b) of Securities Contract Regulation Rules, 1957 and the same is pending.

13. Cash Flow Statement and balance Sheet Abstract are enclosed.

14. The Confirmation of balance in respect of one bank account held with Indian Bank was not produced for our verification. The closing book balance in such bank account was Rs.9925 as on 31st March 2012

15. Short term provision for Gratuity and Leave encashment are not reported in respect of the previous year figures for want of details.

16. The Revised Schedule has become effective from 1 st April 2011 for preparation of Financial Statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with current year''s classification / disclosure.

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Mar 31, 2011

1. Balances in sundry debtors, sundry creditors and other current assets are subject to confirmation. However, in the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the value stated.

2. Total outstanding dues of Creditors to Small Scale Industrial Undertakings - Rs. Nil (Rs. Nil as on 31.3.2010).

Total Outstanding dues of Creditors other than Small Scale Industrial Undertakings - Rs. 111.29 lakhs (Rs. 114.18 lakhs as on 31/03/2010).

3. All operating leases entered into by the company are cancellable on giving a notice of one to three months. The operating lease amount for the year is charged to revenue.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days at the Balance Sheet Date, computed on unit wise basis. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

5. Employee Benefits:

A. The Company has determined the liability for employee benefits as at 31" March 2011 in accordance with Accounting Standard - 15 (revised) "Employee Benefits" issued by the ICAI and as provided in the Companies (Accounting Standard) Rules, 2006.

B. Defined Benefit Plan - as per Actuarial Valuation as on 31st March 2011 - Gratuity & Long Term Compensated Absence

6. The estimated amount of contracts remaining to be executed on account of Capital account as at 31st March 2011: Rs. Nil (Rs. Nil as at 31 * March 2010).

7. Provision for Wealth Tax is not made in the books as in the opinion of the management, no wealth tax is payable.

8. The Preference Dividend payable on the Cumulative Redeemable Preference Shares (CRPS) issued by the Company is as follows:

On the 5,88,000 (9.75% ) CRPS of Rs.5/- each aggregating to Rs.29,40,000/-, the preference dividend payable is Rs. 13,61,588/- (Rs. 10,74,938/- for 31-3-2010). The Redemption date for 9.75% CRPS, which was due for redemption on or before 30th June 2011, has been extended by 5 five years. with the consent of the holders of the 9.75% CRPS.

On the 28,14,18,142 (9%) CRPS of Rs.5/- each aggregating to Rs. 140,70,90,710/-, the preference dividend payable is Rs.51,79,07,054/- (Rs.39,33,69,799/- for 31-3-2010).

The arrears of Preference Dividend are calculated from the date of original allotment of shares by Binny Ltd. Binny Ltd was demerged on 1st January 2010 (i.e., the Appointed date) vide the Order of The Madras High Court dated 22nd April 2010. The arrears of preference dividend are to be borne by the resulting companies, viz., Binny Mills Ltd and S V Global Mill Ltd, from the date of original allotment of shares by Binny Ltd. Hence arrears of preference dividend is also shown for the year ended 315t March, 2010 even though the actual allotment of shares was made on 2"° June, 2010 by the resulting companies and on 12th May, 2010 by Binny Ltd.

9. The Company had obtained in-principle approval from the Bombay Stock Exchange for listing of its equity shares. Later the Company had approached the Securities Exchange Board of India !.SEBi)for obtaining relaxation under Rule 19(2)(b» of Securities Contract Regulation Rules. 1957 and the same is pending

10. Figures for the previous year have been regrouped wherever necessary to conform to the current year''s classification.

11. Cash Flow Statement and balance Sheet Abstract are enclosed.

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Mar 31, 2010

1. In the case of Binny Limited, BIFR''sanctioned a Rehabilitation Scheme on 22/10/2003. BIFR passed an order on 26/12/06 stating that Binny Limited is out of BIFR, which was challenged before Hon''ble High Court of Madras by employees union. The High Court (by order dated 07/08/2#008) "made it clear that the Binny Limited is ceased to be a sick industrial undertaking with effect from 30/09/2005" based on the jointmemo filed by company and employees union.

2. In terms of Scheme of arrangement under section 391 to 394 of the Companies Act, 1956 between Binny Limited and two other companies viz. S V Global Mill Ltd (Resulting Company 1) and Binny Mills Ltd (Resulting Company 2) the Hon''ble High Court of Judicature at Chennai, vide Order dated 22.04.2010, has reorganized and segregated byway of demerger The order of the Court was received by the Binny Limited on 07.05.2010. As per the Court direction the certified copy of the order was filed with ROC on 08.05.2010 which is the effective date of the Sanctioned Scheme of arrangement. As per the sanction Scheme of arrangement the Appointed date is 1st January 2010, i.e. date on which the demerger related entries have been given effect in the books of the companies.

3. In terms of the said scheme, in consideration of demerger, the shareholders in Binny Ltd shall get in the Binny Mills Limited, in the ratio of

a. 1 (one) equity share in Binny Mills Limited of face value of Rs. 10/- each credited as. fully paid up for every 7 (seven) equity shares of Rs.5/- (Rupees five) each fully paid-up.

b. 15 (Fifteeen) 9.75% Cumulative Redeemable Preference Share of face value of Rs.5/- (Rupeesfive) each credited as fully paid up for every 30 (Thirty) 9.75% Cumulative Redeemable Preference Shares of Rs.5/- (Rupees five),each fully paid-up.

c. 1,631 (One thousand six hundred and thirty one) 9% Cumulative Redeemable Preference Share of face value of Rs.5/- each credited as fully paid up for every 3,125 (Three thousand one hundred and twenty five) 9% Cumulative Redeemable Preference Shares of Rs.5/- each fully paid-up

4. In terms of the sanctioned scheme, the following are the Assets and Liabilities, relating to the Agencies and Services Undertakings were transferred from Binny Limited to Binny Mills Limited

The excess of the value of liabilities over the value of assets transferred pursuant to the Scheme of Arrangement amounting to Rs. 13167.54 lakhs has been debited to "Goodwill Account".

5. As per the sanctioned Scheme of Arrangement some of the Fixed Assets have been revalued to the Extent of Rs. 15517.75 lakhs which was utilized to write off the above Goodwill Account and the balance Rs.2350.21 lakhs is shown under Revaluation Reserve (on demerger).

6. In terms of the Scheme of Arrangement, the Equity Shares and Preference Share capital were issued at the Board Meeting held on 12-05-2010 and the Appointed Date being 01-01-2010, the entries relating to Issue of Equity and Preference Shares were shown under Pending Allocation in the Balance sheet as on 31" March, 2010.

7. In terms of the Scheme of Arrangement, the existing paid up equity shares of Rs.5,00,000/-shall be converted into 1,00,000/- 9% Cumulative redeemable preference shares of Rs.5/- each, with effect from the effective date. -''

8. In terms of the Scheme of Arrangement, the increase in Authorised share Capitals was done on the Board Meeting held on 12-05-2010 and the increase in authorized share capital expenses were met out by the Binny Limited as per the Scheme approved by the High Court.

9. In terms of the Scheme of Arrangement, the Land at B & C Mill measuring around 503.84 grounds, book value as on 01-01-2010 Rs.0.25 lakhs was revalued to the extent of Rs.15518.00 lakhs. Further there is no other activity carried under this division for the current period.

10. Balances in sundry debtors, sundry creditors, Loans and Advances and other current assets are subject to confirmation/ reconciliation. However, in the opinion of the Management, all current assets, debtors and loans and advances would in the ordinary course of business realize at the va^e stated.

11. Sundry creditors outstanding Rs.114.18 lakhs as on 31/03/2010 include dues to creditors other than Micro, Small and Medium Enterprise. There is no principal or interest due or unpaid thereon to any suppliers of Micro, Small and Medium Enterprises as at year end.

12. Provision for income taxis made as per the provisions of Income Tax Act. For the year the income tax is provided at the applicable Minimum Alternative Tax. Consequent to Demerger, the Losses of Binny Limited to be apportioned as per Section 72A of the Income Tax Act is in progress.

13. The companies are in the process of approaching the Income Tax Department for apportioning the. Brought Forward Depreciation and Business Loss as per the Income Tax Act and on a conservative basis the net deferred tax assets are not recognized in the balance sheet as on 31st March, 2010 as a measure of prudence.

14. All operating leases entered into by the company are cancelable on giving a notice of one to three months. The operating lease amount for the year are charged to revenue.

15. Provision for gratuity is made as per the provisions of Payment of Gratuity Act, 1972 and not funded. Since the provision contemplated under the Actuarial Valuation method is less than the provision made as per the Payment of Gratuity Act, 1972, the same is ignored.

The leave encashment benefit to the employees are provided for on accrual basis and not funded. Since the provision contemplated under the Actuarial Valuation method is less than the provision made on accrual basis, the same is ignored.

16. There are no borrowing costs during the year.

17. Advances include a sum of Rs. 391.81 lakhs towards purchase of property due from a company in which a director is interested. ,

18. By virtue of approved Scheme of the Demerger, by the High Court of Chennai, the Agencies and Services Division of the Binny Limited got demerged and stand transferred to and vested in this company on a going concern basis. The entire operation from the date of Appointed Date i.e. with effect from 01-01-2010, the Agencies and Services Division of Binny Limited is the main business of this Company and this is the only reportable segment.

19. The estimated amount of contracts remaining to be executed on account of Capital account as at 31" March 2010: NIL

20. Figures for the previous year have been regrouped wherever necessary to conform to the current year''s classification. The figures for current year includes the transaction relating to the business of the company after incorporating the demerger business with effect from 01-01-2010 and hence not strictly comparable with previous year.

21. Cash Flow Statement and balance Sheet Abstract are enclosed.