The Directors have pleasure in presenting the Fifteenth Annual Report
 of the Company along with the Audited Financial Statements for the
 financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The financial results for the year ended 31st March, 2011 are
 summarised below:
 
                                                         Rs. in Lacs
 
 Particulars                          2010-11      2009-10   Inc/Dec%
 
 Net Sales and Other Income           174,335      187,216     -7%
 
 Operating Costs                      145,814      128,038     14%
 
 EBIDTA                                28,521       59,178    -52%
 
 Interest & Financial charges          10,344        7,850     32%
 
 Cash Profit                           18,177       51,327    -65%
 
 Depreciation and                       9,950        9,166      9%
 Amortisation
 
 Profit before Tax                      8,227       40,800    -80%
 
 Profit after Tax                       9,051       28,192    -68%
 
 DIVIDEND
 
 Keeping in view the overall requirement of funds for future expansion,
 your Directors recommend a Dividend of 25% i.e.  Rupees Two and paisa
 Fifty only per equity share of Rs. 10/- each.
 
 OPERATIONAL PERFORMANCE
 
 During the year 2010-11, your Company has achieved the highest ever
 production of 54.58 lacs MT and sold 54.38 lacs MT of cement compared
 to 52.80 lacs MT and 52.95 lacs MT respectively in the previous year.
 Increase in production is mainly contributed by the full year operation
 of 4th Cement plant at Binanigram, commissioned in December 2009.
 
 During the year under review, despite increase in sales volumes by
 2.70%, turnover decreased by 7.05% due to lower Cement price in the
 market and nil sales of Clinker against previous year sale of Rs. 6275
 lacs. The net sales for the year under review was Rs. 1721 Crores
 compared to Rs. 1851 Crores in the previous year.
 
 The combined effect of cement prices, higher input cost of Coal and
 other raw materials and higher logistic cost put pressure on the bottom
 line of the Company resulting in drop in the Net Profits of the
 Company.
 
 The Cement Production and Power generation details are as under :-
 
 Production                                 2010-11       2009-10
 
 Cement (Lacs MT)                             54.58        52.80
 
 Power Generation (net) - Lacs kWh*         3056.69      2449.07
 *Excludes trial generation in 2009-10.
 
 PROJECT OVERVIEW :
 
 MODERNISATION / EXPANSION
 
 Binanigram unit :
 
 During the year 2010-11 following modifications / expansion projects
 have been commissioned:
 
 1) Up-gradation of existing Pre-heater fans for Unit # 2 to increase
 capacity of Kiln.
 
 2) Modification of Raw Mill-II separator to increase capacity of the
 mill.
 
 3) Installation of pre-crushing system for reduction of feed size for
 Raw Mill # 2.
 
 4) Up-gradation of wagon loading system by introducing third loading
 point with four additional wagon loaders in order to reduce rake
 loading time.
 
 5) Installation of air cooled condenser in CPP 1 to conserve water and
 meet statutory obligation.
 
 6) Installation of additional rail track as per requirement of
 railways.
 
 7) Interconnection of cement silos in order to have better flexibility
 in packing operation.
 
 Following modifications / expansion projects have been taken up during
 the year which are under progress :
 
 1.  Mechanized loading arrangement of clinker in the rakes.
 
 2.  Installation of wagon tippler for unloading of coal rakes.
 
 3.  Installation of Fly ash collection system at Suratgarh Thermal
 Power Station in order to ensure uninterrupted supply of flyash to
 Binanigram and Neem Ka Thana.
 
 Neem Ka Thana unit :
 
 Installation of additional packer at Neem Ka Thana for having
 redundancy and matching grinding capacity.
 
 OVERSEAS PROJECTS – PROJECT OVERVIEW
 
 Shandong Binani Rongan Cement Co.Ltd., China (SBRCCL)
 
 The construction of new clinker production line of 2.5 MTPA is
 progressing well and it shall be mechanically completed by end of May
 2011. The No-load trials of individual equipment and groups shall start
 immediately thereafter. The commissioning of the project is expected to
 be in July 2011. The capacity of the plant will increase to 3 million
 tons per annum after the commissioning of the new production line.
 
 Binani Cement Factory LLC, Dubai (BCFLLC)
 
 During the year, the Dubai cement grinding unit continues to be non
 operational barring few intermittent operations for meeting some export
 requirements. The Dubai market also continues to be in slump during the
 year under review. To tide over the situation and to capitalise on the
 demand for Cement in the East African Countries, the Company has opened
 marketing offices through its subsidiaries in Sudan, Dibjouti, Kuwait,
 Uganda and Madagascar. Further marketing offices are proposed to be set
 up in Tanzania, Namibia, Botswana, Mozambique and Mauritius. It is also
 proposed to enhance the packing capacity of the Dubai plant which is
 expected to be completed by May 2011. This is expected to achieve sales
 from the Dubai plant upto 1 Lakh MT per month from July 2011 onwards.
 
 FUTURE PLANS
 
 Lignite Project at Nimbri Chandrawatan in District. Nagaur, Rajasthan
 
 The Government of India allocated lignite block (56.4 sq. km) in Dist:
 Nagaur, Rajasthan on 7th February, 2007 for use of lignite as raw
 material for captive power generation. Company has acquired 72 Hectare
 of private land within the Mining Lease area and also requested the
 State Government to assist in acquiring remaining private and
 government land for the integrated project.
 
 The Public hearing for the mine and 120 MW Pit Head Power Plant has
 been successfully completed. The recommendations have been forwarded to
 the Secretary State Pollution Control Board by Regional Officer,
 Jodhpur. Formal approval from MoEF, Government of India and State
 pollution Control Board is awaited.
 
 Cement Grinding Unit, Orissa
 
 The Company has plans to install one million TPA split grinding unit in
 Orissa. Order for project preplanning has been given to M/s.  BIL
 Infratech Limited. In-principle approval for the acquisition of land
 has been granted by the Government . Acquisition of land is under
 progress. Process for EIA study and other statutory compliance is under
 progress. Basic system engineering has been done and finalization of
 technical specification is under progress.
 
 Cement Project at Sutrapada, District, Junagad in Gujarat.
 
 The Company proposes to set up a Greenfield Cement plant of 5.0 million
 tons per annum capacity at Sutrapada in Saurashtra, Gujarat. After a
 long delay, Government of Gujarat (GOG) announced the new mineral
 policy for Saurashtra and also notified the ML (Mining Lease) blocks in
 Saurashtra area. The Company has applied for ML to the GOG on the basis
 of the new mineral policy and our request for the grant of ML blocks is
 under consideration of GOG. Further work on the project will be started
 after grant of ML.
 
 BUY BACK OF SHARES
 
 The Board of Directors had passed a Special Resolution to consider
 buyback of 1,45,00,000 Equity Shares of the Company in terms of the
 shareholders approval through Postal ballot on 14th June, 2010. The
 Company had successfully completed the buyback of 1,45,00,000 Equity
 Shares of the Company through the tender route at a buy back price of
 Rs. 90 /- per share and extinguished the shares which were bought back.
 Since the company had received valid applications for 1,96,32,290
 shares, the shares were bought back from the shareholders
 proportionately.
 
 VOLUNTARY DELISTING
 
 The shareholders of the Company by a special resolution passed by
 Postal ballot approved the Delisting Offer made by the
 Promoter/Acquirer (M/s Binani Industries Limited) under SEBI
 
 (Delisting of Equity Shares) Regulations, 2009 and consequent action of
 Voluntary Delisting of shares by the Company. The delisting offer made
 by the Promoter/Acquirer was successful and the Promoter/Acquirer
 received 268 valid bids from Shareholders for 4,73,58,222 shares. The
 Promoter /Acquirer has acquired the shares at the price of Rs. 90/-
 which was determined through the reverse book building process and paid
 the consideration to the shareholders of the Company by 23rd February,
 2011.  Consequent upon the success of the offer, the shareholding of
 the Promoter/Acquirer in the Company has increased to 95.01% of the
 total paid up and issued share capital of the Company.  Further, the
 Company has filed final application to the Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited for approving the
 delisting of shares of the Company from the exchanges. The Stock
 Exchanges are expected to grant approval for delisting of company’s
 shares shortly.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
 and Analysis is annexed to this report.
 
 CORPORATE GOVERNANCE
 
 Your Company is committed to maintaining the good Corporate Governance
 practices. Pursuant to Clause 49 of the Listing Agreement with the
 Stock Exchanges, a separate section on Corporate Governance together
 with a certificate from the Company’s Auditors confirming compliance is
 set out in the Annexure C and D forming part of this report. Further, a
 declaration on the Code of Conduct signed by the Wholetime Director of
 the Company is given as Annexure E.
 
 AUDIT COMMITTEE
 
 The Company has complied with the requirements of Section 292A of the
 Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock
 Exchanges. The Audit Committee comprises of 3 independent directors and
 one non executive director. The details regarding the Audit Committee
 are provided in details in the Corporate Governance Report.
 
 BOARD OF DIRECTORS
 
 In accordance with Article 100 of the Articles of Association of the
 Company, Mr. Ramakrishna Moogimane, Ms. Nidhi Singhania and Mr. P.
 Acharya retire by rotation and being eligible, offer themselves for
 reappointment.
 
 AUDITORS
 
 M/s Haribhakti & Co and M/s Kanu Doshi Associates, Chartered
 Accountants, the joint Statutory Auditors of the Company, retire at the
 conclusion of the ensuing Annual General Meeting and are eligible for
 reappointment. M/s Haribhakti & Co, have intimated that they do not
 desire to be reappointed. M/s Kanu Doshi Associates , the other
 retiring Auditor has given their consent for re-appointment. The
 Company has received a certificate under Section 224(1) of the
 Companies Act, 1956 from the Auditors that their appointment, if made,
 will be in accordance with the limits as specified as per Section
 224(1) of the Companies Act, 1956 and the proposal has been placed
 before you for approval.
 
 COST AUDIT
 
 Audit of Cost Accounts of the Company relating to Cement for the plants
 at Binanigram and Neem Ka Thana for the year ended 31st March, 2011
 will be audited by Cost Auditors, M/s K. G. Goyal & Co., Jaipur, Cost
 Accountants and Cost Audit Report will be submitted to the Ministry of
 Corporate Affairs, Government of India. The cost accounts alongwith the
 Cost Auditors Report for the year ended 31st March, 2010 has already
 been filed with the Ministry of Corporate Affairs within specified time
 limit. Approval of the Central Government for the reappointment of M/s
 K. G.  Goyal & Co, Jaipur, Cost Accountants as Cost Auditors for the
 year 2011-12 is being obtained.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements have been prepared in compliance
 with the Accounting Standard(AS) 21 issued by the Institute of
 Chartered Accountants of India. With a view to bridge the gap between
 the different accounting periods of the holding company and the
 overseas subsidiaries and step down subsidiaries whose accounting year
 /first accounting period ending 31st December 2010, the consolidation
 of their financial statements has been done for the combined
 year/period ended 31st December, 2010 and quarter ended 31st March
 2011.
 
 Accordingly, for the purpose of consolidation i) the audited accounts
 of the overseas subsidiaries/step down subsidiaries for their year
 /first accounting period ended 31st December, 2010 ii) their unaudited
 accounts for the quarter ended 31st March, 2011 iii) unaudited accounts
 for the period ended 31st March, 2011 of the companies whose first
 accounting year/period would close on 31st December, 2011 and iv) the
 audited accounts of Indian/ overseas subsidiaries/step down
 subsidiaries for the year/period ended 31st March, 2011 have been
 considered, as the case may be.
 
 STATEMENT PURSUANT TO SECTION 212
 
 The statement pursuant to Section 212 of the Companies Act, 1956
 relating to the subsidiaries is annexed to this report.  The Board of
 Directors has given its consent for not attaching the financial
 statements of the subsidiaries referred to in the aforesaid annexed
 statement, pursuant to the general circular no. 2/2011 dated 8th
 February, 2011 of the Ministry of Corporate Affairs, Government of
 India.
 
 DIRECTOR’S RESPONSIBILITY STATEMENT
 
 In accordance with Section 217(2AA) of the Companies Act, 1956, the
 Directors, to the best of their knowledge and belief and according to
 the information and explanation obtained by them, state that:
 
 a) in the preparation of the Annual Accounts for the year ended March
 31, 2011 , the applicable Accounting Standards have been followed and
 proper explanation relating to material departures, if any, have been
 furnished;
 
 b) accounting policies as listed in Schedule 15 to the financial
 statements have been selected, consistently applied and prudent
 judgments and estimates have been made so as to give true and fair view
 of the state of affairs of the Company as on 31.03.2011 and of the
 profit of the Company for the year ended on that day;
 
 c) proper and sufficient care for the maintenance of adequate records
 in accordance with the provisions of the Companies Act, 1956 has been
 taken so as to safeguard the assets of the Company and to prevent and
 detect fraud and other irregularities;
 
 d) the annual accounts for the year ended March 31, 2011 have been
 prepared on a going concern basis.
 
 PARTICULARS UNDER SECTION 217
 
 - Energy Conservation, Technology Absorption, Foreign Exchange Earnings
 & Outgo :
 
 Statement of particulars as required under Section 217(1) (e) of the
 Companies Act, 1956 read with the Companies ( Disclosure of Particulars
 in the report of the Board of Directors) Rules, 1988 regarding
 conservation of energy, technological absorption, foreign exchange
 earnings and outgo are annexed as Annexure A and form part of this
 report.
 
 - Particulars of Employees:
 
 The statement of particulars of employees as required under Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of Employees) Rules, 1975 as amended is annexed as Annexure B.
 
 STOCK EXCHANGES - COMPLIANCE OF LISTING AGREEMENT
 
 The Company has paid the listing fee for the year 2011-12 to both the
 Stock Exchanges. As required by the listing agreements with the Stock
 Exchanges and AS -21, Consolidated Accounts and Auditors Report thereon
 have been annexed forming part of the Annual Report.
 
 ACKNOWLEDGEMENT
 
 Your Board of Directors place on record its sincere appreciation for
 the continued co-operation and support received from the Holding
 Company, Banks, Financial Institutions and other term lenders, various
 State and Central Government agencies, valued Customers, Dealers,
 Distributors, Market Organisers, Suppliers, Contractors and all who
 have directly or indirectly contributed in the success of your Company.
 
 Your Directors also take this opportunity to appreciate the committed
 and dedicated services of the employees and contract workers at all
 levels, which have largely contributed to the present growth of the
 Company.
 
 By Order of the Board
 For Binani Cement Limited
 
 Braj Binani
 Chairman
 
 Place   : Mumbai
 
 Date    : 22nd April, 2011.