The Directors present the Forty Eighth Annual Report of the Company
 together with the Audited Statement of the Accounts for the year ended
 31st March, 2011
 
 1.  FINANCIAL PERFORMANCE
 
                                                (Rs. in Lacs)
 
 Particulars                                 Year ended    Year ended
                                             31.3.2011     31.03.2010
 
 Sales/Profit on sale of fixed                 8,591            5,104
 assets, investments/ other
 Income
 
 Profit before, Depreciation,                 4,570            2,216
 Interest, extraordinary Items
 and Taxation.
 
 Provision for Depreciation                     40               27
 
 Profit before Interest,                      4,530            2,189
 extraordinary Items and
 Taxation
 
 Interest and Financial                      3,384              524
 Charges
 
 Profit before Exceptional                    1,146            1,665
 items and Taxation
 
 Provision for Taxation                       -                 -
 including Deferred Tax and
 Fringe Benefit Tax
 
 Profit After Tax but before                  1,146            1,665
 extraordinary items
 
 Extra Ordinary Items                         -                 -
 
 Profit for the year                          1,146            1,665
 
 APPROPRIATIONS /
 ADJUSTMENTS
 
 Transfer to General Reserve                  (115)            (167)
 
 Proposed Dividend                            (888)            (888)
 
 Tax on Dividend                               NIL              NIL
 
 (Loss) brought forward from                (3,198)          (3,975)
 last year
 
 Adjusted with credit balance                  115              167
 of General Reserve
 (Loss) carried to balance                  (2,940)          (3,198)
 sheet
 
 Previous years figures have been regrouped/reclassified wherever
 necessary.
 
 
 3.  Dividend
 
 In view of the overall performance, prospects and income earned during
 the year, your Directors recommend a dividend @30%(Rs.3/- per Equity
 Share of Rs.10/- each), the outgo on dividend will be Rs.888 Lacs.
 
 4.  Directors
 
 In accordance with Article 100 of the Articles of Association of the
 Company, Mr. N.C.Singhal and Ms. Nidhi Singhania, Directors retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for reappointment. Your Directors recommend
 re-appointment of Mr. N.C.Singhal and Ms. Nidhi Singhania as Directors
 on the Board of the Company.
 
 During the year, the Board of Directors appointed Mr.  Jitender
 Balakrishnan as an Additional Director on the Board. Mr. Jitender
 Balakrishnan holds office upto the date of the ensuing Annual General
 Meeting. Company has received a notice from a Shareholder along with a
 deposit of Rs.500 proposing the appointment of Mr. Jitender
 Balakrishnan as regular Director at the ensuing 48th Annual General
 Meeting of the Company.  Your Directors recommend appointment of Mr.
 Jitender Balakrishnan as regular Director on the Board of the Company.
 
 5.  Auditors Observations
 
 The management response to the Auditors observations in the
 consolidated Balance Sheet in respect of Binani Zinc Limited is given
 below.
 
 5.1 Binani Zinc Limited (BZL)
 
 Regarding the pre-82 tariff concession, as clarifed in Note No. 10 of
 Schedule 16 (Notes to Accounts), the management is of the view that the
 Company is entitled to the concession which is sub-judice and hence no
 provision has been considered necessary.
 
 6.  Exit opportunity to the shareholders of Binani Cement Limited
 
 During the year, the Company had given exit opportunity to the public
 shareholders of Binani Cement Limited (BCL) for the acquisition of
 equity shares under the SEBI (Delisting of Equity Shares) Regulations,
 2009, (Delisting Regulations).  The delisting offer was successful and
 the Company received 268 valid bids from BCL Shareholders for
 4,73,58,222 shares. The Company has acquired shares of BCL at the price
 of Rs, 90/- which was determined through the reserve book building
 process and paid the entire consideration to the shareholders of BCL
 who had bid in the reverse book building process in terms of the
 delisting regulations. Consequent upon the success of the offer, the
 shareholding of the Company in BCL has increased to 95.01% of the total
 paid up and issued sharecapital of BCL.
 
 7.  Auditors
 
 The Statutory Auditors, M/s. Kanu Doshi Associates, Chartered
 Accountants, hold office upto the conclusion of the forthcoming Annual
 General Meeting and have offered themselves for re-appointment. They
 have confrmed that, if reappointed, their appointment will be within
 the limits prescribed under Section 224(1B) of the Companies Act, 1956.
 Your Directors recommend their re-appointment as Statutory Auditors of
 the Company.
 
 8.  Subsidiary Companies
 
 The Statement pursuant to Section 212 of the Companies Act 1956,
 relating to Companys subsidiaries and step down subsidiaries are
 annexed to this report.
 
 The Audited Accounts of the aforesaid Companies along with the report
 of the Board of Directors and the Auditors Report thereon which are
 required to be attached with the Annual Report of the Company have not
 been attached as the Board of Directors have given consent not to
 attach the Annual Accounts of the Companys Subsidiaries and step down
 subsidiaries with the Annual Accounts of the Company in accordance with
 the Ministry of Corporate Affairs, Government of India circular No.
 2/2011 dated 8th February, 2011 under Section 212 of the Companies Act,
 1956.
 
 9.  Particulars under Section 217 of the Companies Act,1956
 
 The Statement of particulars under Section 217(1) (e) relating to
 Conservation of Energy and Technology Absorption and activities
 relating to Exports etc. are not applicable to the Company. Details of
 foreign exchange earnings and outgo are annexed to this report.  The
 Statement of particulars of employees under Section 217 (2A) of the
 Companies Act, 1956 read with Companies(Particulars of Employees)
 Rules, 1975 (as amended) is annexed herewith and form part of this
 report.
 
 10.  Corporate Governance
 
 In accordance with Clause 49 of the Listing Agreement, your Company has
 ensured continued compliance of Corporate Governance requirements
 during the financial year. Your Company lays strong emphasis on
 transparency and independent supervision to increase various
 Stakeholders value.
 
 The Report on Corporate Governance for the financial year 2010-2011 is
 given as a separate Section titled Corporate Governance Report. As
 required under the said clause, a certifcate from the Practicing
 Company Secretary, M/s. Uma Lodha & Associates has been obtained. The
 Certifcate is appended herewith and form part of this report.
 
 11.  Management Discussions & Analysis
 
 The Management Discussion and Analysis form part of this report.
 
 12.  Fixed Deposit
 
 During the year, your Company has neither invited nor accepted/renewed
 deposits from the public within the meaning of Sections 58A, 58AA and
 other applicable provisions of the Companies Act, 1956.
 
 13.  Directors Responsibility Statement
 
 In accordance with Section 217 (2AA) of the Companies Act, 1956 the
 Directors state that:- a) in the preparation of the annual accounts ,
 all 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 12 to the financial
 statements have been selected and consistently applied and prudent
 judgments and estimates have been made so as to give a true and fair
 view of the state of affairs of the Company as on 31st March, 2011 and
 of the Profit of the Company for the Accounting Year ended on that day;
 
 c) proper and suffcient care for the maintenance of adequate accounting
 records has been taken in accordance with the provisions of this Act so
 as to safeguard the assets of the Company and to prevent and detect
 fraud and other irregularities; and
 
 d) the annual accounts have been prepared on a going concern basis.
 
 14.  Internal Control System and their Adequacy
 
 The Company and its all subsidiaries have adequate internal control
 systems which are evaluated periodically by the Internal Auditors and
 the systems are adequate commensurating with the operations of each of
 the Companies.
 
 15.  Acknowledgement
 
 Your Directors acknowledge the assistance and co- operation received
 from the concerned departments of the State and Central Government,
 Financial Institutions, Banks, Customers, Selling Agents, Dealers,
 Distributors, Employees at all levels and the Shareholders.
 
                                  For and on behalf of the Board
 
 Mumbai                                              Braj Binani
  
 22nd April, 2011                                       Chairman