The Directors present the Forty Third Annual Report and Audited
 Accounts of the Company for the year ended 31st March 2012
 
 FINANCIAL RESULTS
 
                                                      Rs. In Lakhs
 
                                                   As at       As at
                                                 2011-2012   2010-2011
 
 Operating Profit / (Loss)                        355.40        543.88
 
 Profit before Depreciation & Tax                 355.40        543.88
 
 Depreciation                                      25.37         25.43
 
 Profit / (Loss) for the year                     330.03        518.45
 
 Tax                                               86.00        105.00
 
                                                  244.03        413.45
 
 Extra-ordinary items                              16.70          0.50
 
 Profit / (Loss) for the year                     227.33        412.95
 
 REVIEW OF OPERATIONS
 
 Services Division
 
 The performance of the container freight station was continued to be
 satisfactory during the financial year 2011-12. However, owing to very
 difficult road traffic constraints prevailing in the location of our
 operation, the company ceased the operation of container freight
 station with effect from May 2012. As the company will only continue
 warehousing operation, higher revenue could not be anticipated during
 the current year.
 
 Sale Registration of Plots in terms of Memorandum of Understanding
 (MOU) with Unions
 
 Till date, sale registration has been made to 128 allottees out of 244
 allottees of 500 sq.ft. of plot of company''s land each, in terms of
 Memorandum of Understanding (MOU) dated 28.05.2008 with workmen Unions.
 
 Scheme of Arrangement & Demerger
 
 On 5th December 2009, at the meeting of Board of Directors of the
 Company approved the Scheme of Arrangement prepared by the consultants
 taking into account all statutory requirements, formalities and
 compliances of legal and regulatory authorities, to demerge the
 Company''s properties undertaking comprising all assets and liabilities
 to S.V.Global Mill Limited and the Agencies and Services undertakings
 comprising all assets and liabilities demerged to Binny Mills Limited.
 Based on the valuation reports of the values and in terms of the scheme
 for every Seven equity shares of Rs.5/- each of Binny Limited, the
 shareholders shall be entitled to receive Seven equity shares of Rs.5/-
 each fully paid up of S.V.Global Mill Limited and One equity share of
 Rs.10/- each fully paid up of Binny Mills Limited as on the record
 date, in consideration of the demerger.
 
 The Hon''ble High Court of Madras, by an order dated 1st February, 2010,
 convened Extra-ordinary General Meeting of the equity shareholders of
 the company on 10th March 2010 for approving the Scheme of
 
 Arrangement. Subsequent upon shareholders[]approval of the Scheme of
 arrangement, a petition to sanction the scheme of arrangement under
 section 391 to 394 of the Companies Act, 1956 was filed with the
 Hon{§le High Court of Madras. On 22nd April 2010 the Hon{§le High
 Court of Madras vide its Order dated 22nd April 2010, sanctioned the
 Scheme of Arrangement under Sec.391 to 394 of the Companies Act, 1956
 amongst Binny Limited and S V Global Mill Limited and Binny Mills
 Limited. A certified copy of the Scheme was filed with the Registrar of
 Companies on 8th May 2010. In terms of the court sanctioned Scheme of
 Arrangement, 8th May 2010 has become the effective date and Ist
 January 2010 the Appointed Date
 
 Formalities in respect of Increase in authorized share capital, issue
 of preference share capital and reduction in preference share capital
 in terms of the Scheme were complied with at the Board Meeting held on
 12.5.2010.
 
 The Share certificates to the equity shareholders were allotted and
 issued in the respective resulting companies on 2nd June 2010. The
 respective resulting companies have complied with formalities for
 listing of the equity shares with Bombay Stock Exchange Limited and
 Madras Stock Exchange Limited and obtained their in-principle approval
 for listing subject to the approval of Securities and Exchange Board of
 India (SEBI) for relaxation of Rule I9(2)(b) of the Securities
 Contracts (Regulation) Rules, 1957. The application is presently
 pending with SEBI and all the clarifications sought for by SEBI
 relating to the terms of the Scheme were submitted by the Company. The
 respective resulting companies are following it up with SEBI for early
 approval of SEBI for relaxation of Rule I9(2)(b). Soon after the Stock
 exchanges would permit trading in equity shares of the respective
 resulting companies and until then the shares credited to the
 respective shareholders demat account is kept frozen.
 
 Directors
 
 The Company continues to comply with the terms of Clause 49 (C ) (iv)
 of the Listing Agreement with Stock exchanges. Mr. R Narayanan, Mr. S
 Natarajan, Mr. K Sundareswaran and Dr. Sadayavel Kailasam, Directors,
 retire by rotation and offer themselves for reappointment.
 
 Binny Engineering Limited
 
 The audited accounts for the year ended 31.3.2012 and other reports of
 the company as required under section 212 of the Companies Act is
 attached.
 
 Statutory Requirements
 
 As per the requirements of section 2I7 (I) (e) of the Companies Act,
 I956, read with the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rule I988, the information regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo are given in Annexure to this Report.
 
 The particulars required under section 2I7 (2A) of the Companies Act,
 I956 read with the Companies (Particulars of Employees) Rules I975 are
 not applicable as none of the employees is coming under the purview of
 this section.
 
 DirectorsQResponsibility Statement
 
 As required under section 2I7 (2AA) of the Companies Act, I956, the
 Directors state as follows:
 
 i.  that in the preparation of annual accounts for the year ended 31st
 March, 2012 the applicable accounting standards have been followed
 along with proper explanation relating to material departures.
 
 ii.  that the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the year ended 31st March, 2012
 and of the profit or loss of the Company for the said period under
 review.
 
 iii. that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 iv.  that the Directors had prepared the accounts for the year ended
 31st March 2012 on a going concern basis.
 
 Corporate Governance
 
 The report on Corporate Governance forms part of Annexure to Directors
 Report.
 
 Secretarial Audit
 
 In terms of the provisions of listing agreement necessary secretarial
 Audit Report with regard to reconciliation of share capital of the
 Company and compliance certificate under clause 47C are being carried
 out at the specified period by a practicing company secretary. The
 findings of the same were satisfactory.
 
 DirectorsQClarifications to AuditorsQRemarks
 
 In regard to the remarks in the AuditorsReport, your directors wish to
 clarify as under:
 
 4. (f) i. The Company has received wealth tax demand for the Asst. year
 2005 Q 06, 2006 Q 07, 2007 Q 08, 2008-2009, 2009-10 & 2010-2011 for
 Rs.977.24 lakhs against which the company has filed appeals with CWT(A)
 and confident of fair chances of success in appeal. Therefore, no
 provision has been made in the accounts and stay petition has been
 filed.
 
 Considering the company''s fair chance of succeeding the appeal against
 income-tax demand for the asst. year 2008 Q 09 for Rs.19.21 lakhs,
 which is disputed before CIT(A), no provision has been considered
 necessary.
 
 ii.  The management of the subsidiary is exploring all possible avenues
 and taking efforts to obtain necessary permissions of the authorities
 to resume the business by utilizing the vast leasehold land at the
 prime location. considering the long term nature of investment no
 provision for dimunition in value is considered necessary.
 
 iii. Efforts are being made to obtain confirmation of balances.
 
 Auditors
 
 M/s CNGSN & Associates, (Firm Registration No: 0049I5S) Chartered
 Accountants, Chennai 600 017 retire at the conclusion of this Annual
 General Meeting and are eligible for reappointment.
 
 Acknowledgement
 
 Your Directors acknowledge the cooperation and assistance extended by
 the Government of India, Government of Tamil Nadu and Government of
 Karnataka, and place on record their appreciation and gratitude to
 them. The Directors also thank the shareholders, employees, suppliers
 and dealers for their continued cooperation.
 
 Registered Office:                             BY ORDER OF THE BOARD
 
 I06, Armenian Street
 
 Chennai 600 001                                         M. ETHURAJAN
 
 Date: Ist September 20I2                          EXECUTIVE CHAIRMAN