H 1. PROFILE OF THE COMPANY:

Binny Mills Limited was incorporated as a Public Limited Company on 20th December 2007. The Company obtained Certificate for Commencement of Business on 6th February 2008.

Registered Office: No.4, Karpagambal Nagar, Mylapore, Chennai 600004 Phone: 044 24992115; Fax: 044 24991777; E-mail: binnymills@bmlindia.com; website: www.bmlindia.com ; Contact Person: Shri V. Rajasekaran, Managing Director and Compliance Officer.

Details of change of name and/or object clause:

There has been no change in the name of the Company since its incorporation.

The Object clause of the Company has been amended so as to include clauses 5, 6 and 7 to Clause IIIA – Main objects of the Company, pursuant to a special resolution passed at the Extraordinary General Meeting of the Company held on 30th December 2009.

Changes in the Memorandum of Association Since Company’s Incorporation:

The Capital clause of the Company has been changed as under with effect from 10th May 2010 pursuant to coming into effect the Scheme of Arrangement with Binny Ltd which was sanctioned by the Honourable High Court of Madras vide its Order dated 22nd April 2010 :

Increase in the Authorised Share Capital of the Company from the Equity Share Capital of Rs.10 lakhs (divided into 1 lakh equity shares of Rs.10/- each) to Rs.144.25 crores comprising Equity Share Capital of Rs.3.20 crores (divided into 32 lakh equity shares of Rs.10/- each) and Cumulative Redeemable Preference Share Capital of Rs.141.05 crores (divided into 6 lakhs 9.75% Cumulative Redeemable Preference Shares of Rs.5/- each and 28.15 crores 9% Cumulative Redeemable Preference Shares of Rs.5/- each)

H 2. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN:

Share Capital of Binny Mills Ltd:



PARTICULARS

AMOUNT IN
RS.

AUTHORISED SHARE CAPITAL

Equity Shares:

32,00,000 Equity Shares of Rs.10/- each

Preference Shares:

6,00,000 9.75% Cumulative Redeemable Preference Shares of Rs.5/- each

28,15,00,000 9% Cumulative Redeemable Preference Shares of Rs.5/- each



3,20,00,000

30,00,000

140,75,00,000

Total

144,25,00,000

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

Equity Shares:



Shareholding Pattern:



(I) (a) Statement showing Shareholding Pattern of Binny Mills Ltd Post demerger as on 31st March 2013



Total shareholding as a percent of Total No. of shares

Shares pledged or otherwise encumbered

Category code

Category of Shareholder

No. of share holders

Total No. of shares Shares in Demat form As a per cent of (A+B) As a per cent of (A+B+C) No. of shares As a per cent
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=(VIII)/(IV)*100)
A PROMOTER AND PROMOTER GROUP
1 Indian
a. Individuals/ HUF 15 16,27,244 0 51.0351 51.0351 0 0
b. Central Government /State Government (s) 0 0 0 0 0 0 0
c. Bodies Corporate 9 7,56,949 0 23.7401 23.7401 0 0
d. Financial Institutions / Banks 0 0 0 0 0 0 0
e. Any other 0 0 0 0 0 0 0
Sub –total (A) (1) 24 23,84,193 0 74.7753 74.7753 0 0
2. FOREIGN
a. Individuals (Non Resident Individuals / Foreign Individuals) 0 0 0 0 0 0 0
b. Bodies Corporate 0 0 0 0 0 0 0
c. Institutions 0 0 0 0 0 0 0
d. Qualified Foreign Investor 0 0 0 0 0 0 0
e. Any other 0 0 0 0 0 0 0
Sub –total (A) (2) 0 0 0 0 0 0 0
TOTAL SHARE HOLDING OF PROMOTER AND PROMOTER GROUP (A) = (A)(1)+(A)(2) 24 23,84,193 0 74.7753 74.7753 0 0
B PUBLIC SHARE HOLDING
1. INSTITUTIONS
a. Mutual funds / UTI 0 0 0 0 0 NA NA
b. Financial Institutions / Banks 24 2,59,219 2,57,617 8.1298 8.1298 NA NA
c. Central Government /State Government (s) 4 52,654 0 1.6513 1.6513 NA NA
d. Venture Capital Funds 0 0 0 0 0 NA NA
e. Insurance Companies 0 0 0 0 0 NA NA
f. Foreign Institutional Investors 0 0 0 0 0 NA NA
g. Foreign Venture Capital Investors 0 0 0 0 0 NA NA
h. Qualified Foreign Investor 0 0 0 0 0 NA NA
i. Any other 0 0 0 0 0 NA NA
Sub –total (B) (1) 24 3,11,873 2,57,617 9.7812 9.7812 NA NA
2. NON-INSTITUTIONS
a. Bodies Corporate 158 41,483 12,520 1.3010 1.3010 NA NA
b. Individuals – I. Individual Shareholders holding Nominal share capital up to Rs.1 lakh 8,674 2,59,026 38,904 8.1238 8.1238 NA NA
II.Individual Shareholders holding Nominal share capital in excess of Rs.1 lakh 0 1,86,854 0 5.8602 5.8602 NA NA
c. Qualified Foreign Investor 0 0 0 0 0 NA NA
d. Any other Clearing Members HUF NRI 6
9
47
227
444
4,374
227
444
2,119
0.0071
0.0139
0.1371
0.0071
0.0139
0.1371
NA NA
Sub –total (B) (2) 8,899 4,92,408 54,214 15.4433 15.4433 NA NA
TOTAL PUBLIC SHARE HOLDING (B)= (B)+(1)+(B)+(2) 8,923 8,04,281 3,11,831 25.2246 25.2246 NA NA
TOTAL (A)+(B) 8,947 31,88,474 3,11,831 100.0000 100.0000 0 0
C SHARES HELD BY CUSTODIANS AND AGAINST WHICH DEPOSITORY RECEIPTS HAVE BEEN ISSUED
Promoter and Promoter Group
Promoter and Promoter Group 0 0 0 0 0 NA NA
Public 0 0 0 0 0 NA NA
TOTAL CUSTODIAN (C) 0 0 0 0 0 NA NA
GRAND TOTAL (A)+(B)+(C) 8,947 31,88,474 3,11,831 100.0000 100.0000 0 0


(I)(b) Statement showing holding of securities (including shares, warrants, convertible securities)of persons belonging to the category “Promoter and Promoter Group” of Binny Mills Ltd Post demerger as on 31st December 2012



Sr. No Name of the share holder Details of shares held Encumbered shares (*) Details of warrants Details of convertible securities Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
No. of shares held As a % of grand total (A)+(B)+(C) No. of
shares
held
As a % As a % of grand total (A)+(B)+(C) of sub clause (I)(a) Number of warrants held As a % of total number of warrants of the same class Number of convertible securities held As a % of total number of convertible securities of the same class
(I) (II) (III) (IV) (V) (VI)=(V)
/(III)*100
(VII) (VIII) (IX) (X) (XI) (XII)
1 Calcom Credit & Holdings (P) Ltd 1,20,0,0 3.7635 0 0 0 0 0 0 0 3.7635
2 Artos Breweries Limited 1,50,000 4.7044 0 0 0 0 0 0 0 4.7044
3 Rajat Chakra Credit & Holdings(P) Ltd 1,20,000 3.7635 0 0 0 0 0 0 0 3.7635
4 Satlaj Credit & Holdings (P) Ltd 1,20,000 3.7635 0 0 0 0 0 0 0 3.7635
5 Sheetala Credit & Holdings (P) Ltd 1,21,428 3.8083 0 0 0 0 0 0 0 3.8083
6 S V Sugar Mills Ltd 43,745 1.3719 0 0 0 0 0 0 0 1.3719
7 TCP Ltd 3,714 0.1164 0 0 0 0 0 0 0 0.1164
8 Twentieth Century Apco Leasing (P) Ltd 41,205 1.2923 0 0 0 0 0 0 0 1.2923
9 The Thirumagal Mills Ltd 36,857 1.1559 0 0 0 0 0 0 0 1.1559
10 R. Andal 5,785 0.1814 0 0 0 0 0 0 0 0.1814
11 N. Aravind 1,14,285 3.5843 0 0 0 0 0 0 0 3.5843
12 M. Ethurajan 2,87,845 9.0276 0 0 0 0 0 0 0 9.0276
13 N. Madhaneswari 1,11,428 3.4947 0 0 0 0 0 0 0 3.4947
14 M. Nandagopal 1,37,714 4.3191 0 0 0 0 0 0 0 4.3191
15 N Natarajan 1,15,828 3.6327 0 0 0 0 0 0 0 3.6327
16 Radha Venkataachalam 48,000 1.5054 0 0 0 0 0 0 0 1.5054
17 N Rajalakshmi 82,571 2.5896 0 0 0 0 0 0 0 2.5896
18 N P V Ramasamy Udayar 3,32,831 10.4385 0 0 0 0 0 0 0 10.4385
19 R Rajeswari 1,142 0.0358 0 0 0 0 0 0 0 0.0358
20 E Shanmugam 1,56,821 4.9183 0 0 0 0 0 0 0 4.9183
21 E Shanmugam 21 0.0006 0 0 0 0 0 0 0 0.0006
22 V R Venkataachalam 1,09,317 3.4285 0 0 0 0 0 0 0 3.4285
23 E Vasantha 1,20,971 3.7940 0 0 0 0 0 0 0 3.7940
24 S Valli 2,685 0.0842 0 0 0 0 0 0 0 0.0842
Total 23,84,193 74.7753 0 0 0 0 0 0 0 74.7753


(I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities)of persons belonging to the category “Public” and holding more than 1% of the total number of shares of Binny Mills Ltd Post demerger as on 31st December 2012



Sr. No Name of the share holder No. of shares held Shares as a percentage of total number of shares (i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above Details of warrants held Details of convertible securities Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
No. of warrants held As a % total number of warrants of the same class No. of convertible securities held % w.r.t total number of convertible securities of the same class
1 J Sakthivel 33,714 1.0573 0 0 0 0 1.0573
2 R Srinivasan 62,285 1.9534 0 0 0 0 1.9534
3 Dr.Sadayavel Kailasam 62,285 1.9534 0 0 0 0 1.9534
4 Governor of Tamilnadu 48,705 1.5275 0 0 0 0 1.5275
5 Life Insurance Corporation of India 88,170 2.7652 0 0 0 0 2.7652
6 State Bank of India 1,38,714 4.3504 0 0 0 0 4.3504
Total 4,33,873 13.6075 0 0 0 0 13.6075


(I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities)of persons belonging to the category “Public” and holding more than 5% of the total number of shares of Binny Mills Ltd Post demerger as on 31st December 2012



Sr. No Name of the share holder and the Persons Acting in Concert (PAC) with them No. of shares held Shares as a percentage of total number of shares (i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above Details of warrants held Details of convertible securities Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
No. of warrants held As a % total number of warrants of the same class No. of convertible securities held % w.r.t total number of convertible securities of the same class
NILL


(I)(d) Statement showing details of Locked-in shares of Binny Mills Ltd Post demerger as on 31st December 2012



Sl. No. Name of the Share Holder No. of Locked- in shares Locked –in shares as a % of Total number of shares (i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above Promoter / Promoter Group / Public
NILL


(II)(a) Statement showing details of Depository Receipts (DRs) of Binny Mills Ltd Post demerger as on 31st December 2012



Sl. No. Type of outstanding DR (ADRs, GDRs, SDRs, etc.,) No. of outstanding DRs No. of shares underlying outstanding DRs Shares underlying outstanding DRs as a % of Total number of shares (i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above
NILL


(II)(b) Statement showing holding of Depository Receipts (DRs), where underlying shares held by Promoter/Promoter Group are in excess of 1% of the Total number of shares of Binny Mills Ltd Post demerger as on 31st December 2012



Sl. No. Name of the DR Holder Type of outstanding DR (ADRs, GDRs, SDRs, etc.,) No. of shares underlying outstanding DRs Shares underlying outstanding DRs as a % of Total number of shares (i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above
NILL


Details of top Ten largest Shareholders of Binny Mills Ltd Post demerger as on 31st December 2012



Sl. No. Name of the shareholder No. of shares % on Capital Category
1 N P V Ramasamy Udayar 3,32,831 10.4385 Promoter
2 M Ethurajan 2,87,845 9.0276 Promoter
3 E Shanmugam 1,56,821 4.9183 Promoter
4 Artos Breweries Ltd 1,50,000 4.7044 Promoter
5 State Bank of India 1,38,714 4.3504 Public
6 M. Nandagopal 1,37,714 4.3191 Promoter
7 Sheetala Credit & Holdings (P) Ltd 1,21,428 3.8083 Promoter
8 E Vasantha 1,20,971 3.7940 Promoter
9 Calcom Credit & Holdings (P) Ltd 1,20,000 3.7635 Promoter
10 Rajat Chakra Credit & Holdings (P) Ltd 1,20,000 3.7635 Promoter


Details of Promoters:



Sl. No Name, Designation, Father Name and Address Educational Qualification, Experience and Background
1 Shri V. R. Venkataachalam
Designation: Promoter – Director
Father Name: N P V Ramasamy Udayar
Address: No.24, Sir C V Raman Road, Alwarpet, Chennai 600018
Shri V. R. Venkataachalam, aged about 53 years, is a graduate and an Industrialist. He is the son of Shri N P V Ramasamy Udayar, the famous Industrialist. He has rich experience in managing diverse businesses, industrial units, Hospitals, Medical Colleges and Public Charitable Trusts. He is also a director in group companies.
2 Shri V. Sengutuvan
Designation: Promoter – Director
Father Name: V R Venkataachalam
Address: No.24, Sir C V Raman Road, Alwarpet, Chennai 600018
Shri V. Sengutuvan, aged about 26 years, is a graduate and an Industrialist. He is the son of Shri V.R. Venkataachalam, the Promoter – Director of this Company. He has experience in managing diverse businesses. He is also a director in group companies.


Business and its management:

Business:

The Company operates in 4 divisions viz., Warehousing, Showrooms, Agencies and Bintex. The Warehousing division has rented its warehouses and is deriving rental income from it. The Showrooms are engaged in retail selling of textile materials. The Agencies division is engaged in the business of selling Tarpaulin, rain coats and bags. The Bintex division is engaged in selling textile materials, particularly uniform materials, bed spreads, and other textile varieties.

Management:

The Company is managed and controlled by the Board of Directors. Shri V. R. Venkataachalam is the Chairman of the Company and Shri V. Rajasekaran is the Managing Director of the Company. The Managing Director exercises substantial powers of management of the Company subject to the superintendence, control and direction of the Board of Directors. The Board appointed Shri V. Rajasekaran as the Managing Director of the Company for a period of 5 years from 12th May 2010, with the consent of all directors present, at their meeting held on 12th May 2010, pursuant to Article 127 of the Articles of Association of the Company. Shri V. Rajasekaran is presently holding office as Executive Director (Whole time director) in TCP Ltd, a listed Public Limited Company. The Board considered that it would be in the best interests of the Company that he is appointed as the Managing Director. Shri V. Rajasekaran is not drawing any remuneration from the Company for the time being and until the Board determines the remuneration payable to him. The Board comprises of two Promoter directors viz., Shri V. R. Venkataachalam and Shri V. Sengutuvan.



Details of Board of Directors:



Sl. No Name, Designation, Father Name and Address Educational Qualification, Experience and Background
1 Shri V. R. Venkataachalam
Designation: Promoter – Director
Father Name: N P V Ramasamy Udayar
Address: No.24, Sir C V Raman Road, Alwarpet, Chennai 600018
Shri V. R. Venkataachalam, aged about 53 years, is a graduate and an Industrialist. He is the son of Shri N P V Ramasamy Udayar, the famous Industrialist. He has rich experience in managing diverse businesses, industrial units, Hospitals, Medical Colleges and Public Charitable Trusts. He is also a director in group companies.
2 Shri V. Rajasekaran
Designation: Managing Director
Father Name: Shri S. Vaithinathan
Address: Plot No.499, 18th Street, 4th Sector, K.K. Nagar, Chennai 600078.
Shri V. Rajasekaran, aged about 60 years, is a B.E. (Chemical) Engineer and holds post graduation qualification in M. Tech and MBA. He is a Company Executive. He has been functioning as the Executive Director of TCP Limited, a listed Public Limited Company and has rich experience in managing businesses in Chemical and Power industries. He has implemented power projects in his illustrious career.
3 Shri V. Sengutuvan
Designation: Promoter – Director
Father Name: V R Venkataachalam
Address: No.24, Sir C V Raman Road, Alwarpet, Chennai 600018
Shri V. Sengutuvan, aged about 26 years, is a graduate and an Industrialist. He is the son of Shri V.R. Venkataachalam, the Promoter – Director of this Company. He has experience in managing diverse businesses. He is also a director in group companies.
4 Shri S. Natarajan
Designation: Independent Director
Father Name: Shri V. Srinivasan
Address: New No.7, Old No.4, Crescent Avenue, K.P. Puram, Chennai 600028.
Shri S. Natarajan, aged about 65 years, is a Chartered Accountant. He has rich experience in the Financial management of Corporates. He is a director in several famous Financial Services Companies
5 Shri S. Varatharajan
Designation: Independent Director
Father Name: Shri P. Sivaraman
Address: No.34, 3rd Main Road, Kotturpuram, Chennai 600085.
Shri S. Varatharajan, aged about 50 years, is a Professional. He has rich experience in General Business Administration.


H 3. FINANCIAL STATEMENTS:

Financial Statements for the previous three years prior to the date of listing:

The financial statements for the years ended 31st March 2010, 31st March 2011 and 31st March 2012 are stated below:

Summary of Balance Sheet:



Amount in Rs.
Particulars As at 31-3-2010 As at 31-3-2011 As at 31-3-2012
I. Equity and Liabilities

(1)Shareholders’ Fund:
(a)Share Capital
(b)Reserves and Surplus

(2) Share capital pending allotment

(3) Non-current liabilities:
(a)Long term borrowings
(b)Other Long term liabilities
(c)Long term provisions

(4) Current Liabilities:
(a)Trade Payables
(b)Other current liabilities
(c)Short term provisions

Total




5,00,000
23,63,41,201

144,14,15,450


62,616
-
28,28,800


1,14,18,423
13,56,173
2,45,448
--------------------
169,41,68,111
---------------------



144,19,15,450
24,38,24,667

-


62,616
3,47,28,098
30,51,000


50,19,164
60,76,510
12,53,133
---------------------
173,59,30,638
--------------------



144,19,15,450
25,31,53,800

-


62,616
3,48,58,559
20,78,087


81,54,731
59,42,071
25,04,607
--------------------
174,86,69,921
--------------------
II. Assets

(1)Non -current assets
(a)Fixed assets
 (i)Tangible assets
(b)Deferred tax assets (Net)
(c)Long term loans and advances

(2)Current assets
(a)Inventories
(b)Trade receivables
(c)Cash and cash equivalents
(d)Short term loans and advances

Total





155,43,24,836
-
17,92,719


71,17,782
46,41,725
24,13,254
12,38,77,795
---------------------
169,41,68,111
--------------------




155,58,71,459
5,19,015
4,03,662


58,89,918
52,52,117
26,98,830
16,52,95,637
---------------------
173,59,30,638
--------------------




155,58,12,715
4,08,826
8,02,693


98,85,058
47,41,282
22,74,336
17,47,45,011
-----------------------
174,86,69,921
-----------------------


Summary of Statement of Profit and Loss:



For the year ended
Particulars As at 31-3-2010 As at 31-3-2011 As at 31-3-2012

Revenue from operations
Other Income
Total Revenue

Expenses
   a. Cost of materials consumed
   b. Purchases of Stock-in-trade
   c. Changes in inventories of finished goods,
    work-in-progress and Stock-in-trade
   d. Employee benefit expenses
   e. Finance costs
   f. Depreciation and amortization expenses
   g. Other expenses
Total Expenses

Profit before tax
Tax expenses
   a. Current tax
   b. Deferred tax (Net)
   c. MAT credit Entitlement

Profit after tax
Earnings per equity share of Rs.10/- each
Basic in Rs.
Diluted in Rs.

88,03,597
23,84,908
1,11,88,505


-
78,87,189

(1051712)
10,10,901
-
58,423
16,95,042
95,99,843

15,88,662

2,45,448
-
-

13,43,214

26.86
1.69

5,93,09,718
7,11,006
6,00,20,724


8,57,218
3,86,11,801

12,27,861
39,99,383
-
2,42,561
61,30,844
5,10,69,668

89,51,056

21,51,195
(5,19,015)
(1,64,590)

74,83,466

2.82
2.82

5,85,95,211
22,76,363
6,08,71,574


8,76,991
3,78,74,951

(39,95,136)
33,36,989
-
2,68,156
86,99,937
4,70,61,888

1,38,09,686

43,70,364
1,10,189
-

93,29,133

2.93
2.93


Audited Financial Statements as at 31st December 2012:

Audited Balance Sheet as at 31st December 2012



Binny Mills Ltd

(In Rupees)
Particulars As at 31st December 2012
I. Equity and Liabilities

(1)Shareholders’ Fund:
(a)Share Capital
(b)Reserves and Surplus

(2) Non-current liabilities:
(a)Long term borrowings
(b)Other Long term liabilities
(c)Long term provisions

(3) Current Liabilities:
(a)Trade Payables
(b)Other current liabilities
(c)Short term provisions


Total

144,19,15,450
24,95,56,557
--------------------

62,616
3,24,37,414
18,15,848
--------------------

88,83,333
58,98,920
-
--------------------






169,14,72,007




3,43,15,878




1,47,82,253
----------------------
174,05,70,138
----------------------
II. Assets

(1)Non -current assets
(a)Fixed assets
       (i)Tangible assets
(b)Deferred tax assets (Net)
(c)Long term loans and advances

(2)Current assets
(a)Inventories
(b)Trade receivables
(c)Cash and cash equivalents
(d)Short term loans and advances


Total
Significant Accounting Policies and
Notes on Financial Statements
155,37,62,400
4,947
8,61,567
---------------------

87,21,193
54,86,639
46,62,219
16,70,71,173
---------------------






1,55,46,28,914





18,59,41,224
-----------------------
174,05,70,138
-----------------------


Statement of Profit and Loss for the period ended 31st December 2012



(In Rupees)
Particulars As at 31st December 2012

Revenue from operations
Other Income
Total Revenue

Expenses
    h. Cost of materials consumed
    i. Purchases of Stock-in-trade
    j. Changes in inventories of finished goods,
       work-in-progress and Stock-in-trade
    k. Employee benefit expenses
    l. Finance costs
    m. Depreciation and amortization expenses
    n. Other expenses
Total Expenses

Profit before tax
Tax expenses
    a. Current tax
    b. Deferred tax (Net)
Profit after tax
Earnings per equity share of Rs.10/- each
Basic and Diluted in Rs.

5,17,07,511
-
--------------------


6,74,403
3,21,12,065

11,63,864
99,54,489
-
33,775
1,09,62,278
--------------------



5,17,07,511










5,49,00,874

(31,93,364)

-
4,03,879
(35,97,243)

(1.13)


H 1.PROFILE OF THE COMPANY:

Group Companies:

The details of group companies are given below:

1. TCP Ltd

TCP Limited was incorporated on 8th June 1971, as Tamil Nadu Chemical Products Limited. The company name was changed to TCP Limited with effect from 27th January 1998. The name of the company was changed in consonance with the diverse business activities in which it has forayed, apart from manufacture of Chemicals, more particularly into the generation of Power.

TCP Ltd is a listed Public Limited Company engaged in the business of manufacture and sale of Sodium Hydrosulphite and Liquid Sulphur Di Oxide and in generation of Power. The equity shares of the Company are listed in the Madras Stock Exchange, the Delhi Stock Exchange and the Ahmadabad Stock Exchange.

Capital Structure:



Share Capital

Number of shares

Amount Rs.

As at 31-3-2012

Authorised:

Equity shares of Rs.10/- each

11% Cumulative Redeemable Preference Shares of Rs.100/- each

1,17,50,000


25,000

1,17,50,0000


25,0000

Issued, Subscribed and fully Paid-up :

Equity shares of Rs.10/- each

50,31,909

5,03,19,090



Financial Performance:



The operating results of TCP Ltd for the financial years 2009-10, 2010-11 and 2011-12 are as

follows:


Rs. in lakhs (except for share data)

Rs. in lakhs (except for share data)

Particulars As at and for the year ended
31-3-10 31-3-11 31-3-12
Revenue from operations and other income 25,761.04 21,224.19 29,657.22
Profit after tax 2,432.91 1,944.80 1,660.53
Equity share capital 503.19 503.19 503.19
Reserves and surplus 24,819.19 26,705.51 28,307.56
Earnings per share (in Rs.) 48 39 33


2. Thiruvalluvaar Textiles Private Ltd

Based in Rasipuram Taluk, Namakkal District in Tamil Nadu, Thiruvalluvaar Textiles Private Limited was incorporated on 5th July 1980 with 10,000 spindles to manufacture Cotton Yarn. The present management took over the company in 1991. In 2003-04, major modernization and expansion of the spinning mills was done by the present management to increase the spindleage capacity of the spinning mills from 10,000 to 21,168.

The company has spinning mills at Rasipuram, Salem and Coimbatore, in Tamil Nadu. The company has installed capacity of 1,80,744 spindles including 39,480 spindles taken on lease hold basis.


Capital Structure:


Share Capital Number of shares Amount Rs.
As at 31-3-2012
Authorised:
Equity shares of Rs.10/- each
21,00,000 21,00,00,000
Issued, Subscribed and fully Paid-up : Equity shares of Rs.100/- each 19,42,310 19,42,31,000


Financial Performance:


The operating results of Thiruvalluvaar Textiles Private Ltd for the financial years 2009-10,

2010-11 and 2011-12 are as follows:


Rs. in lakhs (except for share data)

Particulars As at and for the year ended
31-3-10 31-3-11 31-3-12
Revenue from operations and other income 14,516.86 19,533.65 8,660.63
Profit after tax (-) 689.59 (-) 768.15 (-) 4,138.49
Equity share capital 1,182.31 1,182.31 1,942.31
Reserves and surplus 1,361.11 1,361.11 4,401.11
Earnings per share (in Rs.) (-) 58.35 (-) 84.39 (-) 350.03


Outstanding litigations and defaults of the Company, Promoters, Directors and Group Companies as on date:

In terms of clause 15 of the Scheme of Arrangement, if any legal, taxation or other proceedings of whatever nature, whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal) (the “Proceedings”) by or against the Demerged Company in relation to the Demerged undertakings is pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Demerged Undertakings or of anything contained in the Scheme, but the proceedings may be continued, prosecuted and enforced by or against the Resulting Companies in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Demerged Company as it the Scheme had not been made.

There are no outstanding material litigation against or any disputes, tax liabilities, nonpayment of statutory dues, over dues to banks / financial institutions, defaults against banks / financial institutions , defaults in dues towards any stake holders of the Company, defaults in creation of full security as per terms of issue / other liabilities, proceedings initiated for economic or any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (1) of Part 1 of Schedule XIII of the Companies Act, 1956) against Binny Mills Ltd, its Directors and its Promoters.

No disciplinary action has been taken by SEBI/Stock Exchanges against Binny Mills Ltd, its Directors and its Promoters.

Sanction for the Scheme of Arrangement by the Honourable High Court of Madras:

A Scheme of Arrangement has been arrived at by the Board of Directors of Binny Ltd, Binny Mills Ltd and S V Global Mill Ltd. The Shareholders and creditors of the three companies have approved the Scheme of Arrangement and the Honourable High Court of Madras vide its Order dated 22nd April 2010 has sanctioned the Scheme of Arrangement under section 391 and 394 of the Companies Act, 1956.

Listing and trading in the Equity Shares of the Company:

The Bombay Stock Exchange Limited, being the designated Stock Exchange, has given approval for the listing of 31,88,474 Equity Shares of Rs.10/- each issued and allotted pursuant to the Scheme of Arrangement dated 22nd April 2010 vide its Letter Ref No DCS/AMAL/JA/IP/706/2010-11 dated 25th October 2010 stating that the trading in the equity shares of the Company will be permitted after the Company files with the Stock Exchange the Relaxation of Rule 19(2)(b) of the of the Securities Contracts (Regulations) Rules, 1957 obtained from the Securities and Exchange Board of India (SEBI) and the Advertisement given in the newspaper as required under SEBI Circular No. SEBI/CFD/SCRR/01/2009/03/09 DATED SEPTEMBER 3, 2009.

The Securities and Exchange Board of India vide its letter Ref No. CFD/DIL/HB/PA/OW/6455/2013 dated March 15, 2013, granted the relaxation from the applicability of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules, 1957 for the listing / trading of the Equity Shares of Binny Mills Ltd at the Bombay Stock Exchange Limited.

THE COMPANY HAS ISSUED A STATUTORY ADVERTISEMENT ISSUED IN COMPLIANCE OF CIRCULAR NO.SEBI/CFD/SCRR/01/2009/03/09 DATED SEPTEMBER 3, 2009 PURSUANT TO GRANT OF PERMISSION BY THE SECURITIES AND EXCHANGE BOARD OF INDIA [“SEBI’] FOR THE RELAXATION OF THE RULE 19(2)(b) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957 AND WAS PUBLISHED IN THE FINANCIAL EXPRESS NEWSPAPER IN ENGLISH DATED 9TH APRIL 2013, IN MAALAI SUDAR NEWPAPER IN TAMIL (REGIONAL LANGUAGE) DATED 11TH APRIL 2013 AND IN JANASATTA NEWS PAPER IN HINDI DATED 20TH APRIL 2013

The Company has forwarded to the Bombay Stock Exchange the letter granting the relaxation from the applicability of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules, 1957 for the listing / trading of the Equity Shares of the Company from SEBI and copies of the advertisement published in the newspapers as required by the aforesaid SEBI Circular.

The Bombay Stock Exchange is processing our letter seeking permission for the trading in the equity shares of the Company.