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Barak Valley Cements Ltd.

BSE: 532916 Sector: Industrials
NSE: BVCL ISIN Code: INE139I01011
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OPEN 22.35
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VOLUME 100
52-Week high 34.40
52-Week low 13.70
P/E 85.96
Mkt Cap.(Rs cr) 49.53
Buy Price 22.35
Buy Qty 100.00
Sell Price 23.40
Sell Qty 50.00
OPEN 22.35
CLOSE 23.80
VOLUME 100
52-Week high 34.40
52-Week low 13.70
P/E 85.96
Mkt Cap.(Rs cr) 49.53
Buy Price 22.35
Buy Qty 100.00
Sell Price 23.40
Sell Qty 50.00

Barak Valley Cements Ltd. (BVCL) - Director Report

Company director report

To

The Members

Barak Valley Cements Limited

The Directors of your Company are pleased to present the 16th Annual Report togetherwith the Audited Accounts of the Company for the Financial Year ended 31st March 2015.

1. FINANCIAL RESULTS

The summary of your Company’s financial performance during Financial Year ended31st March 2015 is as under:

(Rs. in Lacs)

Standalone Consolidated
Particulars Year Ended as at 31st March 2015 Year Ended as at 31st March 2014 Year Ended as at 31st March 2015 Year Ended as at 31st March 2014
Revenue from Operations (net) 12843.22 10360.88 15739.48 12391.87
Other Income 67.77 27.64 69.50 30.16
Total Sales & other Income 12910.99 10388.52 15808.99 12422.03
Income before Finance cost Depreciation and Amortization and Income tax 1453.60 1213.34 1851.99 1230.66
Less: Depreciation and Amortization expenses 395.23 493.84 634.98 819.33
Profit before Interest and Income Tax 1058.37 719.50 1217.01 411.33
Less: Finance Cost 694.89 792.49 1129.49 1153.26
Profit/Loss before Income Tax and exceptional items 363.48 (72.99) 87.52 (741.93)
Less: Exceptional Items 6.09 (12.04) (181.37) (38.10)
Less: Provision for Income tax - - - -
- Earlier year provisions written back - - - (0.66)
- Current Income Tax - - - -
- Deferred Tax liability/(Assets) (1.71) (20.66) 4.69 (16.74)
Profit/Loss After tax 359.10 (64.37) (98.54) (763.95)
Less: Balance brought forward from last year 4070.05 4134.42 1890.78 2654.74
Less: Depreciation Adjusted due to transition effect - - (70.03) -
Profit available for appropriation 4429.15 4070.05 1722.21 1890.79
Less: Appropriations:
Transfer to General Reserves
Proposed Dividend on Equity shares
Corporate Dividend Tax - - - -
Balance Transfer to Reserve and Surplus 4429.15 4070.05 1722.21 1890.78

2. SUBSIDIARIES

Your Company has seven wholly owned subsidiaries viz. (i) Cement International Limited(ii) Badarpur Energy Private Limited (iii) Meghalaya Minerals and Mines Limited(iv)Singlacherra Tea Company Private Limited (v) Goombira Tea Company Limited (vi) ChargolaTea Company Private Limited and (vii) Valley Strong Cements (Assam) Limited during theyear under review. The annual accounts of the subsidiary companies will also be kept openfor inspection at the Head Office of the Company and of the subsidiary Companiesconcerned. The Consolidated Financial Statements presented by the Company include thefinancial results of its Subsidiary Companies & Associate Companies.

Your Company has formulated a policy for determining material subsidiaries and isavailable at the Website of the at the below mentionedlink:"http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf".

The statement containing the salient features of the financial statements ofsubsidiaries in pursuant to the proviso of subsection (3) of Section 129 of the CompaniesAct 2013 read with rule 5 of the Companies (Accounts) Rules 2014 relating tosubsidiaries is annexed with the financial statements.

3. ASSOCIATE COMPANIES

During the year under report your Company has disinvested/sold 120000 Equity sharesof North East Power and Infra Limited its Associate Company. However out of 120000Equity shares of North East Power and Infra Limited 40000 equity shares were sold toAstir Impex Private Limited and remaining 80000 shares were sold to Karbi Trade andIndustries Limited. Hence North East Power and Infra Limited ceases to be the AssociateCompany of your Company and in pursuant to Section 2(6) of the Companies Act 2013 yourCompany does not have any other Associate Company during the year under report.

4. CHANGES IN CAPITAL STRUCTURE

The Equity Shares of the Company are being traded on National Stock Exchange of IndiaLimited and BSE Limited since 23rd November 2007.

As at 31st March 2015 the paid-up capital of the Company was Rs. 221600000/-divided into 22160000 Equity Shares of Rs. 10/- each and there was no change in capitalstructure of your Company during the year under report.

5. OPERATIONS

5.1 Standalone

The Standalone turnover of the Company stood at Rs. 12843.22 Lakhs during the year2014-15 which has been increased in comparison to previous year turnover of Rs. 10360.88Lakhs. Your Company has earned a profit of Rs. 359.10 Lakhs during the financial year2014-15 in comparison with the previous year losses of Rs. 64.37 Lakhs.

5.2 Consolidated

Pursuant to the requirements of Clause 32 of the Listing Agreement the auditedconsolidated financial results along with the standalone financial results in this AnnualReport. During the year 2014-15 the consolidated revenue from operations has beenincreased to Rs. 15739.49 Lakhs as compared to Rs. 12391.86 Lakhs in the period 2013-14.The consolidated loss has also decreased from Rs. 763.96 Lakhs in 2013-14 to Rs. 98.54Lakhs during the financial year 2014-2015.

6. DIVIDEND

The Board of Directors after considering the performance of the Company for theFinancial Year 2014-15 have decided to not to recommend dividend this financial year2014-2015.

7. PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the period under review your Company has not accepted any deposit from public/shareholders in accordance with Section 73 of the Companies Act 2013 and rules made thereunder and hence no amount of principal or interest was outstanding as on 31st March 2015.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31stMarch 2015.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the notes to the Financial Statements asprescribed in the Annual Report.

9. TRANSFERRED TO RESERVES

The Company neither transfers nor proposes to transfer any amount to the Reserves.

10. STATE OF COMPANY’S AFFAIRS

The Company is principally engaged in the business of manufacturing of cement ofdifferent grades and is marketing its product under the brand name "Valley StrongCement" and has also diversified its business in Power Generation and Tea Cultivationlines through its subsidiaries.

All of these Business activities are carried out by the Company in the North EastRegion. The financials of your Company along its subsidiaries had already been mentionedin this report.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no such material change(s) and commitment(s) incurred during thefinancial year i.e. affecting the financial position of the Company during the year underreport.

12. RELATED PARTY TRANSACTIONS

In the view of the provision of Section 188 of the Companies Act 2013 read with rulesmade there under and the Listing Agreement all the Related Party Transactions placedbefore the Audit Committee and also before the Board for approval. All the related partytransactions that were entered into during the financial year with subsidiaries were on anarm’s length basis and were in the ordinary course of business hence no approval ofshareholders in the General Meeting were obtained for executing such transactions. YourCompany had developed a policy on materiality of Related Party Transactions for thepurpose of identification and monitoring of such related transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website at the below mentioned Link:http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf.

In Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 the disclosures with respect tocontracts/arrangements/transactions of its related parties has been prescribed Form-AOC-2i.e. given separately as "Annexure A" and forms part of this Report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

Pursuant to clause 49 of the listing agreement your Company has formulated a WhistleBlower Policy for directors senior executives and employees to report the concerns aboutthe unethical behavior actual or suspected fraud or violation of the Company’s codeof conduct and ethics policy. The Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. The Whistle Blower Policyis provided on the website of the Company at the following link:http://www.barakcement.com/ index384c.html.

The contact details of the Vigilance and Ethics Officer is as under:-
Name - Shri Mukesh Agarwal
Address -Debendra Nagar Jhoombasti
P.O. Badarpur Ghat Distt. Karimganj
Assam-788803
Email-magarwal.bvcl@gmail.com
Contact No.- +91-9435078960

14. RISK MANAGEMENT

Business Risk evaluation and management is an ongoing process within the Company and inorder to cater the risk factors associated with business environment your Company hadframed Risk Management Policy. The detailed exercise on the framed policy was carried outcovering the entire gamut of business operations involving identification assessment andclassification of areas involving high risk/low risk and in view of these activitiesBoard has arrived on the conclusion that there has been no such major business risks thatmay threaten the existence or the going concern basis of the Company.

As per Clause 49 VI of the Listing Agreement your Company has laid down policy toinform Board members about the risk assessment and minimization procedures.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall within the ambit of Section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility Policy) Rules 2014.

16. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources as required by the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 your Company has formulatedand implemented a policy on prevention of sexual harassment at workplace with a mechanismof lodging complaints. During the year under review there has been no complaint receivedor outstanding from any employee as on 31.03.2015 for redressal.

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Existing Directors Composition of the Company has an adequate mix of Executive andIndependent Directors to ensure and maintain the independence of the Board and separateits functions of Governance and management. As on March 31 2015 the Board comprises of10 members 5 (Five) of whom are Executive and 5 (Five) are Independent Directors(including One Women Director in pursuant to the compliance of Section 149 of theCompanies Act 2013). The Board periodically evaluates the need for its change in itscomposition and size.

The policy of the Company on director’s appointment remuneration includingcriteria for determining qualification positive attributes independence of director andother matters provided under sub-section (3) of section 178 along has been described inthe Corporate Governance Report. We affirm that the Remuneration paid to the directors isas per the terms laid out in the Nomination and Remuneration policy of the Company.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board shall monitor and review the board evaluation framework. TheCompanies Act 2013 states that a formal evaluation is need to be made by the board of itsown performance and the performance of its committees and individual directors. ScheduleIV of the Companies act 2013 states that the performance evaluation of the Independentdirector shall be done by the entire Board of Director excluding the Director beingevaluated. The criteria in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

19. DIRECTORS

Pursuant to provisions of Section 152 of Companies Act 2013 and the Articles ofAssociation of the Company Sh. Bijay Kumar Garodia and Sh. Santosh Kumar Bajaj ExecutiveDirectors of the Company are liable to retire by rotation and being eligible offersthemselves for re-appointment.

The term of existing Independent Directors has not expired Hence none of theIndependent Directors are stands for Reappointment.

As per the provisions of Sections 196 197 203 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 Sh. BijayKumar Garodia was appointed as whole time director of the Company for a period of 3 yearsw.e.f. 01.06.2014 and Sh. Kamakhya Chamaria was appointed as Managing Director of theCompany for a period of 3 years w.e.f. 30.09.2014 and Sh. Santosh Kumar Bajaj wasappointed as whole time director of the Company for a period of 3 years w.e.f. 30.09.2014a period of 3 years in last Annual General Meeting of members.

20. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from each independent director under section149(7) of the Companies Act 2013 that he/she meets the criteria defined under section149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

21. BOARD MEETINGS

The Board met 4 (four) times during the financial year 2014-15. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Listing Agreement.

22. DIRECTORS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: (a) In the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;(d) The directors had prepared the annual accounts on a going concern basis; (e) Theproper internal financial controls were in place and that the financial controls wereadequate and were operating effectively; (f) The directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

23. AUDITORS

23.1Statutory Auditors

The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co. CharteredAccountants hold office until the conclusion of the ensuing Annual General Meeting of theCompany and have confirmed that their re-appointment if made would be within theprescribed limits under Section 139 of the Companies Act 2013. They also satisfy thequalifications laid under section 141 of the Companies Act 2013. They have soughtre-appointment and have confirmed that their appointment if made shall be within thelimits laid down under Section 141(3) (g) of the Companies Act 2013. Further M/s KumarVijay Gupta & Co. has subjected themselves to the peer review process of ICAI andholds a valid certificate issued by the Peer Review Board of ICAI.

Considering their work experience knowledge and profile the Board of Directorsproposes the Re-appointment of M/s Kumar Vijay Gupta & Co. Chartered Accountants asStatutory Auditors of the Company on the recommendation of Audit Committee to hold theoffice from the conclusion of ensuing Annual General Meeting until the conclusion of 18thAnnual General Meeting and to fix their remuneration.

23.2Cost Auditors and Cost Audit Report

Cost audit records have been maintained for the financial year 2014-15 and pursuant toSection 148 of the Companies Act 2013.

The Board of Directors on the recommendation of the Audit Committee has proceeded toappoint Sh. Nirmalendu Kar Purkayastha Cost Accountants as the Cost Auditors of theCompany for the Financial Year 2015-16 and Remuneration paid to the Cost Auditor shall besubject to the ratification of Members in the Annual general Meeting The Audit Committeehas also received a Certificate from the Cost Auditor Certifying their independence andarm‘s length relationship with the Company.

24. AUDIT COMMITTEE

Your Company has an Audit Committee in terms of Companies Act 2013 and that ofListing Agreement further details of Audit Committee are given in the CorporateGovernance Report.

25. INDEPENDENT AUDITORS’ REPORT

Statutory Auditor had on the basis of examination and scrutiny of books recordsfinancial statements and other information thereon had ratified that there has been NoQualifications Reservation or Adverse Remarks or Disclaimer in the IndependentAuditor’s Report. However notes on Accounts referred to the IndependentAuditor’s Report are self explanatory and thereafter do not call for furthercomments. The Board considering the aforesaid acclaimed the conduct of business operationand management of the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement are given separately as "AnnexureB" and forms part of this Report.

27. SECRETARIAL AUDITOR & AUDIT REPORT

In pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthere under the Company considered and appointed M/s Vishal Lochan Agarwal &Associates Company Secretary in Practice (C.P No. 7622) to undertake the SecretarialAudit of the Company. The Secretarial Audit Report enclosed herewith this report as "AnnexureC" does not encompass any Adverse Remarks Reservations and Qualifications.

28. INSURANCE

All the properties of the Company including building plant and machinery and stockswhere necessary and to the extent required have been adequately insured against majorrisks.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure D".

30. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".

31. PARTICULARS OF EMPLOYEES

The information on pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been annexedherewith as "Annexure F"

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. The InternalAudit Department monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.

33. CORPORATE GOVERNANCE REPORT

Your Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review your Company was in compliance with theprovisions of Clause 49 of the Listing Agreement with the stock exchange relating tocorporate governance.

The Report on Corporate Governance in terms of clause 49 of the Listing Agreement isannexed and forms part of the Annual Report of the Company. A certificate from theAuditors confirming compliance with the conditions of Corporate Governance is alsoannexed.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year No significant orders have been passed by any regulatory authority orby any court.

35. APPRECIATION

Your Directors would like to express their appreciation to the Investors BanksFinancial Institutions Clients Vendors Central and the State Government and otherRegulatory Authorities for their assistance continued support co-operation and guidanceduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed services by the Company’s executives staff andworkers.

For BARAK VALLEY CEMENTS LIMITED
Sd/-
(Bijay Kumar Garodia)
Chairman and Whole Time Director
Place: Delhi DIN : 00044379
Date : 30.05.2015 Add: CF-366 Salt Lake City Kolkata-700064

Annexure A

Form No. AOC-2

Particulars of Contracts/arrangements made with the related parties

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

This Form pertains to the disclosure of particulars ofcontracts/arrangements/transactions entered into by the company with related partiesreferred to sub-section (1) of Section 188 of companies Act 2013 including certain armslength transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to during the yearended March 31 2015 which were not at Arm’s Length Basis.

2. Details of material contracts or arrangements and transactions at Arm’s LengthBasis:

There were no such material contracts or arrangements or transactions entered in toduring the year ended March 31 2015 which were at Arm’s Length Basis.

Therefore Disclosures with respect to such contract/ arrangements/ transactionexecuted between the related parties does not exist.

For BARAK VALLEY CEMENTS LIMITED
Sd/-
(Bijay Kumar Garodia)
Chairman and Whole Time Director
Place: Delhi DIN : 00044379
Date : 30.05.2015 Add: CF-366 Salt Lake City Kolkata-700064

Annexure C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

BARAK VALLEY CEMENTS LIMITED

202 Royal View 2nd Floor B. K. Kakoti Road Ulubari Guwahati-781007 Assam

Sir

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Barak Valley CementsLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of the BarakValley Cements Limited’s books papers minute books forms and returns filed andother records maintained by the company and also the information provided by the companyits officers agents and authorized representatives during the conduct of secretarialaudit I hereby report that in my opinion the company has during the audit periodcovering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: I have examined the books papers minute books forms and returns filedand other records maintained by Barak Valley Cements Limited (The company) for thefinancial year ended on 31st March 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade hereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

Not applicable as the company has not entered into any transactions.

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

Not applicable as the company has not formulated any Employee Stock Option Scheme andEmployee Stock Purchase Scheme till date.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

Not applicable as the company has not gone with debt listing.

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

Not applicable. The Shares of the company are listed on National Stock Exchange ofIndia Limited and Bombay Stock Exchange Limited since the date of its listing. and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

Not applicable as the company has not done any Buyback of its securities.

vi. Other laws as applicable specifically to the company:

a. Cement (Quality Control) Order 2003

b. Petroleum Act 1934

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

These Secretarial Standards were not effective till the last day of the audit period.

(ii) The Listing Agreement entered into by the company with National Stock Exchange andBombay Stock Exchange;

During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that:

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through and there were no dissenting members’ on anyresolution.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has taken following majordecisions:

i. Section 180 (1) (a) of the Companies Act 2013: To mortgage and /or create charge onmovable and / or immovable assets and properties of the company wherever situatedpresent and future whether presently belonging to the company or not in favor ofBanks/Financial Institutions and other investing agencies to secure rupee/foreign CurrencyLoans and working capital facilities and other credit availed or proposed to be availed bythe company up to a sum not exceeding Rs. 2000000000/-(Rupees Two Hundred Crore only).

ii. Section 180 (1) (c) of the Companies Act 2013 (Act): To borrow from time to timeany sum or sums of money which together with the monies already borrowed by the company(apart from temporary loans obtained or to be obtained from time to time from the bankersof the company in the ordinary course of business) shall not exceed in aggregate at anytime of Rs. 2000000000/ - (Rupees Two Hundred Crore only) irrespective of the fact thatsuch aggregate amount of borrowing outstanding at any time may exceed the aggregate forthe time being of the paid-up capital of the company and free reserves that is to sayreserves not set apart for any specific purpose.

For VLA Associates
Company Secretaries
Sd/-
Vishal Lochan Aggarwal
Proprietor
Place : New Delhi FCS No.: 7241
Date : 29.05.2015 C P No.: 7622

This report is to be read with my letter of even date which is annexed as‘Annexure A’ and forms an integral part of this report.

Annexure A to Secretarial Audit Report

To

The Members

BARAK VALLEY CEMENTS LIMITED

202 Royal View 2nd Floor B. K. Kakoti Road Ulubari Guwahati-781007 Assam

Sir

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records and other records under the scope/ambit ofSecretarial Audit (hereinafter called ‘Record’) is the responsibility of themanagement of the company. My responsibility is to express an opinion on these recordsbased on my audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required I have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

For VLA Associates
Company Secretaries
Sd/-
Vishal Lochan Aggarwal
Proprietor
Place : New Delhi FCS No.: 7241
Date : 29.05.2015 C P No.: 7622

Annexure D FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

(Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

CIN L01403AS1999PLC005741
Registration Date 28/04/1999
Name of the Company BARAK VALLEY CEMENTS LIMITED
Category/Sub-category of the Company COMPANY LIMITED BY SHARES / INDIAN NON-GOVERNMENT COMPANY
Address of the Registered office & contact details 202 Royal View 2nd Floor B.K. Kakoti Road Ulubari
Guwahati Assam-781007
Ph. 0361-2464670/71 Email id: cs@barakcement.com
Whether listed Company Yes
Name Address & contact details of the Registrar & Transfer Agent if any. MCS Share Transfer Agent Limited
F-65 1st Floor Okhla Industrial Area Phase-1
New Delhi-110020
Ph. 011-41406149 Email id: helpdeskdelhi@mcsregistrars.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the Company shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the Company
1 Manufacturing of Cement & Clinker of Various Grades 2394 99.63%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GIN Holding/ Subsidiary/ Associate % of Shares held Applicable Section
1. Meghalaya Minerals & Mines Ltd. Add: Village Lumshong Dist Jantiahilss lumshnog Khileriat Meghalaya-793200 U14108ML2000PLC006057 Subsidiary 100 Section 2(87) of the Companies Act 2013
2. Badarpur Energy Pvt. Ltd. Add: 202 Royal View B.K. Kakoti Road Ulubari guwahati Assam-781007 U40101AS2005PTC007654 Subsidiary 100 Section 2(87) of the Companies Act 2013
3. Cement International Ltd. Add: Village Lumshnong Dist Jantia Hills Meghalaya-793200 U26942ML2000PLC006173 Subsidiary 100 Section 2(87) of the Companies Act 2013
4. Goombira Tea Co. Ltd. Add: 202 Royal View B.K. Kakoti Road Ulubari guwahati Assam-781007 U01132AS1962PLC001188 Subsidiary 100 Section 2(87) of the Companies Act 2013
5. Chargola Tea Co. Pvt. Ltd. Add: 202 Royal View B.K. Kakoti Road Ulubari guwahati Assam-781007 U01132AS1962PTC001185 Subsidiary 100 Section 2(87) of the Companies Act 2013
6. Singlacherra Tea Co. Pvt. Ltd. Add: 202 Royal View B.K. Kakoti Road Ulubari guwahati Assam-781007 U01132AS1962PTC001187 Subsidiary 100 Section 2(87) of the Companies Act 2013
7. Valley Strong Cements (Assam) Ltd. Add: debendra Nagar jhoombasti P.O. badarpur Ghar Badarpur Assam-788803 U26940AS2009PLC009197 Subsidiary 100 Section 2(87) of the Companies Act 2013

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-Wise Shareholding

No. of Shares held at the beginning of year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % change during the year
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(A) Promoters
(1) Indian
a) Individuals/ Hindu Undivided Family 11423521 622000 12045521 54.36 11424521 622000 12046521 54.36
b) Central Government 0 0 0 0 0 0 0 0 0
c) State Government(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corporate 1035000 0 1035000 4.67 1035000 0 1035000 4.67 0
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1):- 12458521 622000 13080521 59.03 12459521 622000 13081521 59.03
(2) Foreign
a) NRIs- Individuals 0 0 0 0 0 0 0 0 0
b) Others-Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corporate 0 0 0 0 0 0 0 0 0
d) Banks/ FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(2):- 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 12458521 622000 13080521 59.03 12459521 622000 13081521 59.03 0.00
B. Public shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/ FI 0 0 0 0 0 0 0 0 0
c) Central Government 0 0 0 0 0 0 0 0 0
d) State Government(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FII 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
i) Other (specify) 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) :- 0 0 0 0 0 0 0 0 0
2. Non-institutions
a) Bodies Corporate
i) Indian 1617945 0 1617945 7.30 1643971 0 1643971 7.42 0.12
ii) Overseas 0 0 0 0 0 0 0 0
b) Individuals
i. Individual shareholders holding nominal share capital up to Rs. 1 lakh 2909864 6 2909870 13.13 2784644 6 2784650 12.57 (0.56)
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 4324672 50000 4374672 19.74 4435651 50000 4485651 20.24 0.50
c) Other (specify) 0 0 0 0 0 0 0 0
i) Non Resident Indian 176992 0 176992 0.80 164207 0 164207 0.74 (0.06)
ii) Clearing Members 0 0 0 0 0 0 0 0
iii) Hindu Undivided Families 0 0 0 0 0 0 0 0
Sub-Total (B)(2) :- 9029473 50006 9079479 40.97 9028473 50006 9078479 40.97
Total Public Shareholding(B)= (B)(1)+(B)(2) 9029473 50006 9079479 40.97 9028473 50006 9078479 40.97
C) Shares held by Custodians for GDRs & ADRs 0 0 0 0 0 0 0 0
GRAND TOTAL (A)+(B)+(C) 21487994 672006 22160000 100 21487994 672006 22160000 100

(ii) Shareholding of Promoters & Promoters’ Group

Shareholding at the Beginning of the year Shareholding at the end of the year
Sr. No. Shareholders Name No of Shares % of total shares of the Company % of Shares pledged/ encumbered to total shares No of Shares % of total shares of the Company % of Shares pledged/ encumbered to total shares % Change in shareholding during the year
1 Prahlad Rai Chamaria 1984800 8.96 0 1984800 8.96 0 0
2 Bijay Kumar Garodia 2162650 9.76 0 2162650 9.76 0 0
3 Santosh Kumar Bajaj 1884500 8.50 0 1884500 8.50 0 0
4 Manju Goel 170340 0.77 0 170340 0.77 0 0
5 Manish Kumar Bajaj 195000 0.88 0 195000 0.88 0 0
6 Sarika Jalan 1500 0.01 0 1500 0.01 0 0
7 Kailash Prasad Chamaria(Karta) for Gouri Shankar Kailash Prasad (HUF) 234500 1.06 0 234500 1.06 0 0
8 Kailsh Prasad Chamaria 250000 1.13 0 250000 1.13 0 0
9 Sushil Kumar Bajaj 593500 2.68 0 593500 2.68 0 0
10 Rashmi Bajaj 39000 0.18 0 39000 0.18 0 0
11 Bhagwati Devi Bajaj 90000 0.41 0 90000 0.41 0 0
12 Sushil Kumar Bajaj (Karta) for Sushil Kumar Bajaj (HUF) 12500 0.06 0 12500 0.06 0 0
13 Purushottam Lal Bajaj (Karta) for Purushottam Lal Bajaj (HUF) 96500 0.44 0 96500 0.44 0 0
14 Santosh Kumar Bajaj (Karta) for S.K. Bajaj 7 others (HUF) 64000 0.29 0 64000 0.29 0 0
15 Ashish Kumar Bajaj 141500 0.64 0 141500 0.64 0 0
16 Devashish Bajaj 461000 2.08 0 461000 2.08 0 0
17 Yashita Bajaj 100000 0.45 0 100000 0.45 0 0
18 Swati Bajaj 100000 0.45 0 100000 0.45 0 0
19 Kamakhya Chamaria 340000 1.53 0 340000 1.53 0 0
20 Ratna Chamaria 240000 1.08 0 240000 1.08 0 0
21 Rajendra Chamaria (Karta) for Rajendra Udyog 259000 1.17 0 259000 1.17 0 0
22 Kamakhya Chamaria (Karta) for Hardeo Das Kamakhya Prasad (HUF) 289000 1.30 0 289000 1.30 0 0
23 Prahlad Rai Chamaria (Karta) for G.S. Chamaria & Sons (HUF) 39000 0.18 0 39000 0.18 0 0
24 Prahlad Rai Chamaria (Karta) for Prahlad Rai Vinay Kumar (HUF) 100000 0.45 0 100000 0.45 0 0
25 Kiran Agarwal 357449 1.61 0 357449 1.61 0 0
26 Mahendra Kumar Agarwal 1762632 7.95 0 1762632 7.95 0 0
27 Bina Garodia 7000 0.03 0 7000 0.03 0 0
28 Nishant Garodia 10000 0.05 0 10000 0.05 0 0
29 Aristo Building Materials Pvt. Ltd. 100000 0.45 0 100000 0.45 0 0
30 Om Infracon Pvt. Ltd. 935000 4.22 0 935000 4.22 0 0
31 Sushil Kumar Goel (Karta) for S.K. Goel & Sons (HUF) 61150 0.28 0 61150 0.28 0 0
Total 13081521 59.03 0 13081521 59.03 0 0

iii. Change in Promoters’ Shareholding (Please specify if there is no change)

Sl. No. Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Sh. Prahlad Rai Chamaria
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): No change during the year 2014-15
At the end of the year
2. Sh. Bijay Kumar Garodia
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): No change during the year 2014-15
At the end of the year
3. Sh. Santosh Kumar Bajaj
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): No change during the year 2014-15
At the end of the year

iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs)

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl. No. For Each of the Top Ten Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Laxmi Chamaria 291700 1.32 291700 1.32
2 Rahul Chamaria 287500 1.30 287500 1.30
3 Gayatri Chamaria 247900 1.12 247900 1.12
4 Amritansh Chamaria 243200 1.10 243200 1.10
5 Nikhil Kumar Bajaj 240000 1.08 240000 1.08
6 Sachin Chamaria 227800 1.03 227800 1.03
7 Rohit Todi 99551 0.45 219551 0.99
8 Renu Chamaria 212200 0.96 212200 0.96
9 Ramesh Kumar Sarawagi 207800 0.94 207800 0.94
10 Amit Agarwal 191400 0.86 191400 0.86

v. Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl. No. Shareholding of each Directors and Key Managerial Personnel No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Sh. Prahlad Rai Chamaria
At the Beginning of the year 1984800 8.96 1984800 8.96
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 1984800 8.96 1984800 8.96
2 Sh. Mahendra Kumar Agarwal
At the Beginning of the year 1762632 7.95 1762632 7.95
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 1762632 7.95 1762632 7.95
3 Sh. Bijay Kumar Garodia
At the Beginning of the year 2162650 9.76 2162650 9.76
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 2162650 9.76 2162650 9.76
4 Sh. Santosh Kumar Bajaj
At the Beginning of the year 1884500 8.50 1884500 8.50
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 1884500 8.50 1884500 8.50
5 Sh. Brahm Prakash Bakshi
At the Beginning of the year 0 0 0 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 0 0 0 0
6 Sh. Dhanpat Ram Agarwal
At the Beginning of the year 0 0 0 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 0 0 0 0
7 Sh. Kamakhya Chamaria
At the Beginning of the year 340000 1.53 340000 1.53
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 340000 1.53 340000 1.53
8 Sh. Ramesh Chandra Bajaj
At the Beginning of the year 0 0 0 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 0 0 0 0
9 Sh. Vishal More
At the Beginning of the year 0 0 0 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 0 0 0 0
10 Sh. Renu Kejriwal
At the Beginning of the year 150 0 150 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 150 0 150 0
11 Sh. Sushil Kumar Kothari
At the Beginning of the year 600 0 600 0
Sh. Sushil Kumar Kothari disposed/sold off entire 600 shares during the year
At the end of the year 0 0 0 0
12 Ms. Bhavna Jangid
At the Beginning of the year 0 0 0 0
Date was increase/Decrease in shareholding during the year specifying the reason for increase/Decrease (e.g. allotment/transfer/bonus/sweat equity etc.)
At the end of the year 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(figures in Rs.)
Particulars Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 609058237 44625000 - 653683237
ii) Interest due but not paid 4614315 - - 4614315
iii) Interest accrued but not due 3310623 - - 3310623
Total (i+ii+iii) 616983175 44625000 - 661608175
Change in Indebtedness during the financial year
Addition 1560091 - - 1560091
Reduction 134003533 - - 134003533
Net Change 132443442 - - 132443442
Indebtedness at the end of the financial year
i) Principal Amount 475429182 44625000 - 520054182
ii) Interest due but not paid 6174406 - - 6174406
iii) Interest accrued but not due 2936145 - - 2936145
Total (i+ii+iii) 484539733 44625000 - 529164733

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A. Remuneration to Managing Director Whole Time Director and /or Manager

(figures in Rs.)

Name of MD / WTD/ Manager
Particulars of Remuneration MD Kamakhya Chamaria WTD Bijay Kumar Garodia WTD Santosh Kumar Bajaj Total Amount
1 Gross salary
a) Salary as per provisions contained in section 17(1)
of the Income-tax Act 1961 500000 0 0 500000
b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
c) Profits in lieu of salary under section 17(3)
Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit
- others specify… - - - -
5 Others please specify - - - -
Total (A) 500000 0 0 500000

B. Remuneration to other Directors

(figures in Rs.)

Particulars of Remuneration Name of Directors
1 Independent Directors Sh. Vishal More Sh. Dhanpat Ram Agarwal Sh. Ramesh Chandra Bajaj Smt. Renu Kejriwal Sh. Brahm Prakash Bakshi Total
Fees for attending Board/Committee meetings 15000 0 0 0 0 15000
Commission 0 0 0 0 0 0
Others Please specify 0 0 0 0 0 0
Total (1) 15000 0 0 0 0 15000
2 Other Non-Executive Directors Sh. Mahendra Kumar Agarwal Sh. Prahlad Rai Chamaria
Fees for attending Board/Committee meetings 0 0 0
Commission 0 0 0
Others Please specify 0 0 0
Total (2) 0 0 0
Total (B)= (1+2) 15000 0 15000
Total Managerial Remuneration 15000 0 15000

C. Remuneration to Key Managerial Personnel other than MD/Managers/WTD

(figures in Rs.)
Particulars of Remuneration Key Managerial Personnel
Kamakhya Chamaria CEO (CEO and MD are same) Bhavna Jangid Company Secretary Sushil Kumar Kothari CFO TOTAL
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 500000 360000 0 860000
b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0 0
c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission- as % of profit- others specify… 0 0 0 0
5 Others please specify 0 0 0 0
Total 500000 360000 0 860000

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

(figures in Rs.)
Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees impose Authority (RD/NCLT/COURT) Appeal Made if any (give details)
A. Company
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
B. DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
C. OTHER OFFICERS IN DEFAULT
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA

Annexure E

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO[PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(ACCOUNTS) RULES 2014]

A) CONSERVATION OF ENERGY-

a) The steps taken or impact on conservation of energy-

i. One Module in Bag Filter of Coal Mill to increase the output.

ii. Drag Chain of 450 m/m to Feed the Clinker from clinker Crusher to Cement Mill 3

iii. Double Drive of Drag Chain.

iv. Stand by Primary Air Fan to minimize the stoppage.

v. Arrangement of Feeding the Additive through Cooler to evaporate the moisture.

vi. Bio-Mass Drier to dry the saw dust.

b) The steps taken by the company for utilizing alternate sources of energy-

i. To install on line pulse jet bag filter of 790 bags PTFE to handle the Kiln ExhaustGas.

ii. To make Dual Secondary Firing System with Double V.F.D.

iii. To use Bio-Mass in Main Firing System.

iv. To use Tyre Dust with Pulverized Coal.

v. Installation of Additional Compressor in Preheater Air Blasters.

vi. Strengthening of Kiln by changing 28 meter of Shell and Tyre.

vii. To provide Offline Precalciner.

c) The capital investment on energy Conservation equipments-

Rs. in lacs
i. Saw Dust Drying System - 20.11
ii. Bamboo Dust Firing System - 8.59
iii. Pollution Control System - 20.16

B) TECHNOLOGY ABSORPTION-

(i) The efforts made towards technology absorption-Researches and Development (R&D)–

Use of waste heat in drying the saw dust and bamboo dust.

Direct Firing of Saw Dust and Bamboo Dust

Use of Tyre Dust.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

Benefit derived as a result of the above efforts

Saving in Coal by 1.5% to 2%

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) following information may be furnished: Duringthe year the Company has not imported technology therefore the required information isnot required to be furnished.

(iv) The expenditure incurred on Research and Development is Rs. 47536/-

C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Due to demand supply gap in North Eastern areas the Company is able to sell its entireproduction in the domestic market itself. Hence the Company is not engaged in anyrelating to import or export.

Foreign Exchange Earned : Nil

Foreign Exchange Used : Rs. 7348002/- towards travelling expenses

Annexure F

DISCLOSURE IN DIRECTORS’ REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

(A) Information as per Rule 5(1) of the Chapter XIII Companies(Appointment &Remuneration of Managerial Personnel) Rules 2014:

i) The Ratio of Remuneration of each Director to the Median of Remuneration of Employeeof the Company for the Financial Year stood as:

Name of Director Remuneration (In Rs.) Median Remuneration (In Rs.) Ratio
Managing Director & Vice Chairman 500000 103296 4.36:1

During the year under report No other director was remunerating except Mr. KamakhyaChamaria Vice Chairman & Managing Director of the Company as disclosed in the abovetable.

ii) The Percentage increase in Remuneration of each Director Chief Financial OfficerCompany Secretary of the Company:

Name Designation Remuneration for Yr. 2014-15 (In Rs.) Remuneration for Yr. 2013-14 (In Rs.) Net Increase/ Decrease in Remuneration (In Rs.) Percentage Decrease/ Increase in Remuneration
Kamakhya Chamaria Vice Chairman & Managing Director 500000 1080000 (580000) 53.70%
Bhavna Jangid Company Secretary 360000 262800 97200 36.99%
Total Remuneration 860000 1342800 (482800) 35.95

None of other than above cited Director(s) or Key Managerial Personnel(s) are beingpaid Remuneration by any agreement or by other means.

iii) Percentage Increase in the Median Remuneration of Employees in the Financial Yearis 10.98%.

iv) Number of Permanent Employees on the roll of the Company are 282.

v) The Explanation as to the Relationship between average increase in Remuneration andCompany Performance as: The total revenues of the Company for the year 2014-15increased by 24.28% as compared to the previous year. The Average increase in remunerationof the employees has been increased during this period by 6.71% as compared to previousyear. Considering the performance of the Company reasonable increase in remuneration havebeen granted.

vi) The Comparison of the Remuneration of Key Managerial Performance against theperformance of the Company as:

Remuneration paid to KMP(CS & MD) (In Rs.) Revenue (In Rs.) Remuneration (as a % of Revenue) Net Profit (In Rs.) Remuneration (as a % of Net Profit)
860000 1284322038 0.0669% 35909841 2.3949%

vii) Variations in Market Capitalisation Price Earnings Ratio as at the closing dateof Current and previous financial year and percentage increase over decrease in the marketquotations of the shares in comparison to rate came out with the last public offer:-

a) Variations in Market Capitalisation & Price Earnings Ratio as at the closingdate of Current and previous financial year

Particulars Unit As on 31.03.2015 As on 31.03.2014 Variation
Closing Rate at NSE Rs. 16.10 5.85 175.21%
Consolidated Earnings Per Share Rs. (0.44) (3.45) 87.24%
Market Capitalisation Rs. 356776000 129636000 175.21%
Price Earnings Ratio Ratio (36.90) (1.69) (34.9)

b) Percentage increase/decrease in the market quotations of shares in comparison to theprice per share issued by the Company in the last public offer:

Name of Exchange where securities were listed Price Per share offered at time of Public offer Market Price per share as at 31.3.2015 Percentage Decrease From A to B Market Price per share as at 31.3.2014 Percentage Decrease From A to C
(In Rs.)(A) (In Rs.)(B) (In Rs.)(C)
National Stock Exchange (NSE) 42 16.10 61.67% 5.85 86.07%
Bombay Stock Exchange (BSE) 42 16.80 60.00% 6.40 84.76%

viii) Average Percentile Increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof: The Averagepercentile increase in the salaries of Employees of Company is 6.71% in contrary therehas been variation i.e. percentage decrease in the Remuneration paid to Managing Directoris 53.70% and percentage increase in the remuneration paid to Company Secretary is 36.99%Accordingly there has been an overall decrease in the remuneration paid to ManagerialPersonnel. Due to the loss suffered by Company in the previous years the Nomination andRemuneration Committee decided to reduce the Remuneration paid to Managerial Personnel inthe current year the ensuing details of the aforesaid been cited in the above pointNo.(v).

ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

Your Company has been paying Remuneration to only Two Key Managerial Personnel i.e.

Particulars Remuneration for the FY 2014-15 (In Rs.) % of Revenue for FY 2014-15 % of Net Profit for FY 2014-15
Shri Kamakhya Chamaria- Vice Chairman & MD 500000 0.3893% 1.3924%
Smt. Bhavna Jangid- CS 360000 0.2803% 1.0025%

x) The Key parameters for any variable component of remuneration availed by thedirectors: There has been No such Key Variable Remuneration availed by any of theDirector of the Company hence the applicable key parameters for any variable component ofremuneration does not ensue.

xi) The Ratio of the Remuneration of the highest paid Director to that of Employees whoare not Directors but receive Remuneration in excess of the highest paid Director duringthe year:

Remuneration of Highest paid director for FY 2015 (In Rs.) Remuneration of Employees for FY 2015 (In Rs.) Ratio
500000 10391448 0.0482

xii) Affirmation that the remuneration is as per the remuneration policy of theCompany: We hereby affirm that the Remuneration paid to Director/Employees/KeyManagerial Personnel is as per the terms and conditions laid out in the Nomination &Remuneration Policy of the Company.

B) Information as per Rule 5(2) of the Chapter XIII Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 The Statement showing the name of everyemployee of the Company:

a) Details of Employee(s) throughout the financial year or part thereof was in receiptof Remuneration not less than Sixty Lakh Rupees: There has been no such person in theemployment of the Company.

b) The Aggregate remuneration drawn by Employee is in excess of that drawn by theManaging Director/Whole time Director/Manager and holds by himself and his spouse anddependents not less than two percent of the equity shares of the Company: There is nosuch Person in the Employment of the Company.

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