Barak Valley Cements Limited
The Directors of your Company are pleased to present the 17th Annual Reporttogether with the Audited Accounts of the Company for the Financial Year ended 31stMarch 2016.
1. FINANCIAL RESULTS
The summary of your Companys financial performance during Financial Year ended 31stMarch 2016 is as under:
| || || || ||(Rs. in Lacs) |
| ||Standalone ||Consolidated |
|Particulars ||Year Ended as at 31st March 2016 ||Year Ended as at 31st March 2015 ||Year Ended as at 31st March 2016 ||Year Ended as at 31st March 2015 |
|Revenue from Operations (net) ||10921.65 ||12843.22 ||12779.78 ||15739.48 |
|Other Income ||31.35 ||67.77 ||31.68 ||69.50 |
|Total Sales & other Income ||10953.00 ||12910.99 ||12811.46 ||15808.99 |
|Income before Finance cost Depreciation and Amortization and Income tax ||745.41 ||1453.60 ||681.21 ||1851.99 |
|Less: Depreciation and Amortization expenses ||328.21 ||395.23 ||529.85 ||634.98 |
|Profit before Interest and Income Tax ||417.20 ||1058.37 ||151.36 ||1217.01 |
|Less: Finance Cost ||622.54 ||694.89 ||1014.83 ||1129.49 |
|Profit/Loss before Income Tax and exceptional items ||(205.34) ||363.48 ||(863.47) ||87.52 |
|Less: Exceptional Items ||1.55 ||6.09 ||(1.40) ||(181.37) |
|Less: Provision for Income tax ||- ||- ||- ||- |
|- Current Income Tax ||- ||- ||- ||- |
|- Deferred Tax liability/(Assets) ||8.18 ||(1.71) ||4.77 ||4.69 |
|Profit/Loss After tax ||(215.07) ||359.10 ||(866.84) ||(98.54) |
|Less: Balance brought forward from last year ||4429.15 ||4070.05 ||1722.21 ||1890.78 |
|Less: Depreciation Adjusted due to transition effect ||- ||- ||(69.78) ||70.03 |
|Profit available for appropriation ||4214.08 ||4429.15 ||925.14 ||1722.21 |
|Less: Appropriations: || || || || |
|Transfer to General Reserves || || || || |
|Proposed Dividend on Equity shares || || || || |
|Corporate Dividend Tax || || || || |
|Balance Transfer to Reserve and Surplus ||4214.08 ||4429.15 ||925.14 ||1722.21 |
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 open for inspectionat the Head Office of the Company and of the subsidiary Companies concerned. TheConsolidated Financial Statements presented by the Company include the financial resultsof 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 mentioned link:"http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf".
The statement containing the salient features of the financial position ofcompanys subsidiaries for the year ended 31st March 2016 in Form AOC-1is attached.
Your Company does not have any Associate or Joint Venture.
3. 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 2016 the paid-up capital of the Company was Rs.221600000/- divided into 22160000 Equity Shares of Rs. 10/- each and there was nochange in capital structure of your Company during the year under report.
The Standalone turnover of the Company stood at Rs. 10921.65 Lakhs during the year2015-16 which has been decreased in comparison to previous year turnover of Rs. 12843.22Lakhs. Your Company has earned a Loss of Rs. 215.07 Lakhs during the financial year2015-16 in comparison with the previous year profit of Rs. 359.10 Lakhs.
During the year 2015-16 the consolidated revenue from operations has been decreased toRs. 12779.78 Lakhs as compared to Rs. 15739.49 Lakhs in the period 2014-15. Theconsolidated loss has also increased from Rs. 98.54 Lakhs in 2014-15 to Rs. 866.84 Lakhsduring the financial year 2015-2016.
The Board of Directors after considering the performance of the Company for theFinancial Year 2015-16 have decided to not to recommend dividend this financial year2015-2016.
6. 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 2016.
No Buy Back of Shares was proposed or pending during the Financial Year ended on 31stMarch 2016.
7. 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.
During the year under review no amount was transferred to reserves.
9. 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.
10. 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.
11. RELATED PARTY TRANSACTIONS
During the year under review there was no material significant related partytransaction made by the Company and no promoters KMP and other designated persons whichmay have potential conflict with management of the Company at la rge. In the view of theprovision of Section 188 of the Companies Act 2013 read with rules made there under andRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 all the Related Party Transactions was placed before the Audit Committee and alsobefore the Board for approval. All the related party transactions that were entered intoduring the financial year with subsidiaries were on an arm's length basis and were in theordinary course of business hence no approval of shareholders in the General Meeting wereobtained for executing such transactions. Your Company had developed a policy onmateriality of Related Party Transactions for the purpose of identification and monitoringof 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 Rule 8(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.
12. COMMITTEES OF THE BOARD OF DIRECTORS
The composition and terms of reference of Audit Committee nomination and remunerationcommittee and stakeholders relationship committee have been furnished in the CorporateGovernance Report forming part of this Annual Report. There has been no instance wherethe board has not accepted the recommendation of audit committee nomination andremuneration committee and stakeholders relationship committee.
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.
The Company has a whistle blower/vigil Mechanism as required under section 177 of theCompanies Act 2013 ad as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the directors senior executives and employees to report and freelycommunicate their concerns about the unethical behavior actual or suspected fraud orviolation or any illegal or unethical practices of the Company's code of conduct andethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
The Whistle Blower Policy is provided on the website of the Company at the followinglink: http://www.barakcement.com/index384c.html. The contact details of the Vigilance andEthics Officer is as under:-
Name - Shri Mukesh Agarwal
Address -Debendra Nagar Jhoombasti P.O. Badarpur Ghat Distt. Karimganj
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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has laid down policy to inform Board members about therisk 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 so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources as required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 your Company has formulated and implemented apolicy on prevention of sexual harassment at workplace with a mechanism of lodgingcomplaints. During the year under review there has been no complaint received oroutstanding from directors senior executives or any employees as on Year Ended 31stMarch 2016.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL& SENIOR MANAGEMENT EMPLOYEES
The Existing Directors Composition of the Company has an adequate mix of ExecutiveNon-Executive and Independent Directors to ensure and maintain the independence of theBoard and separate its functions of Governance and Management. As on March 31 2016 theBoard comprises of 10 members 5 (Five) of whom are Executive and Non-Executive Directorsand 5 (Five) are Independent Directors (including One Women Director in pursuant to thecompliance of Section 149 of the Companies Act 201 3). The Board periodically evaluatesthe need for its change in its composition and size.
The Board has framed a Remuneration policy for selection appointment and remunerationof Directors Key Managerial Personnel and Senior Employees including criteria fordetermining qualification positive attributes independence of director and other mattersprovided under sub-section (3) of section 178 has been described in the CorporateGovernance Report. We affirm that the Remuneration paid to the Directors Key ManagerialPersonnel and Senior Management Employee is as per the terms laid out in the Nominationand Remuneration policy of the Company.
18. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board shall monitor and review the boardevaluation framework. The Companies Act 2013 states that a formal evaluation is need tobe made by the board of its own performance and the performance of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of the Independent director shall be done by the entire Board of Directorexcluding the Director being evaluated. The criteria in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Asso ciation of the Company Sh. Mahendra Kumar Agarwal and Sh. Prahlad RaiChamaria as Directors of the Company is liable to retire by rotation and being eligibleoffers themselves for re-appointment.
The term of existing Independent Directors has not expired therefore none of theIndependent Directors stands for Re-appointment.
The shareholders of the Company approved the re-appointment of Sh. Bijay Kumar Garodiaand Sh. Santosh Kumar Bajaj as Directors of the Company who were liable to retire byrotation in the Annual General Meeting of the Company held on 23rd of September 2015. Thefollowing personnel are the Key Managerial Personnel of the Company;
1) Company Secretary : Smt. Bhavna Jangid (till 30.05.2015) Shri Varun Kapoor (w.e.f.01.06.2015 to 12.10.2015) & Shri Divyang Jain (w.e.f. 16.10.2015 to till date).
2) Chief Financial Officer : Shri Sushil Kumar Kothari
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.
21. BOARD MEETINGS
The Board met 4 (four) times and 4 (four) audit committee meetings were convened andheld during the financial year 2015-16. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and in Regulation 17(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
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) read with 134(5) of the Companies Act 2013:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period; (c) The directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23.1 Statutory Auditors
The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co. CharteredAccountants hold office from the conclusion of this Annual General Meeting until theconclusion of the 18th Annual General Meeting to be held in the year 2017 of the Companyand have confirmed that their re-appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013. They also satisfy the qualificationslaid under section 141 of the Companies Act 2013. They have sought re-appointment andhave confirmed that their appointment if made shall be within the limits laid down underSection 141(3) (g) of the Companies Act 2013. Further M/s Kumar Vijay Gupta & Co. hassubjected themselves to the peer review process of ICAI and holds a valid certificateissued by the Peer Review Board of ICAI and Considering their work experience knowledgeand profile the Board of Directors proposes the Re-appointment of M/s Kumar Vijay Gupta& Co. Chartered Accountants as Statutory Auditors of the Company on therecommendation of Audit Committee to hold the office from the conclusion of ensuingAnnual General Meeting until the conclusion of next Annual General Meeting and to fixtheir remuneration.
Members are requested to consider and approve their appointment as Statutory Auditorsof the Company and are also requested to empower the Board of Directors for ratificationof Auditors Remuneration.
The notes to the accounts referred to in the Auditors Report are self explanatory andtherefore do not call for any further comments.
23.2 Cost Auditors and Cost Audit Report
Pursuant to section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of manufacturing activities is required to be audited. Your Directors have onthe recommendation of the Audit Committee appointed M/s. Nirmalendu Kar Purkayastha CostAccountants a s Cost Auditors of the Company to conduct the Audit of the Cost records forthe Financial Year ended 31st March 2016.
M/s. Nirmalendu Kar Purkayastha Cost Accountants (Firm Registration No. 10064) haveexpressed their willingness to be appointed as Cost Auditors of the Company for ensuingfinancial year. The Audit Committee has recommended the appointment of M/s. Nirmalendu KarPurkayastha Cost Accountants as Cost Auditors of the Company for the financial year2016-17 subject to the approval of the Board and ratification of their remuneration byshareholders in the General Meeting of the Company.
24. SECRETARIAL AUDITOR
In terms of the provisions of Section 204 of the Companies Act 2013 read with rulesthere under the Board had appointed M/s. Vidhi Chaudhary & Associates CompanySecretary in Practice (C.P No. 12014) as Secretarial Auditor of the Company for thefinancial year ended 31st March 2016. The Secretarial Audit Report is annexed herewith as"Annexure C". The report of the Secretarial Auditor does not contain anyAdverse Remarks Reservations and Qualifications. The Report is self-explanatory and doe snot call for any further comments.
25. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 177 of the Companies Act 2013and as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the further details of Audit Committee are provided in the CorporateGovernance Report.
26. 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 Independent Auditor'sReport. However notes on Accounts referred to the Independent Auditor's Report are selfexplanatory and thereafter do not call for further comments. The Board considering theaforesaid acclaimed the conduct of business operation and management of the Company.
27. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been given separately as "Annexure B" and formspart of this Report.
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
In terms of the requirement of Section 134(3) of the Companies Act 2013 the extract ofthe Annual Return in form MGT 9 is annexed herewith 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 Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions 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 the erstwhileprovisions of Clause 49 of the Listing Agreement and in pursuant to clause 17 to 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 applicable w.e.f-1st of December 2015 with the stock exchange(s) relating to corporategovernance.
The Report on Corporate Governance in terms of clause 49 of the erstwhile ListingAgreement and under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Report on Corporate Governance 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. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with theprovision of the Companies Act read with the Companies (Accounts) Rules 2014 applicableaccounting standards and provisions of the Listing Regulations forms part of the AnnualReport.
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 and workers.
| ||For BARAK VALLEY CEMENTS LIMITED |
| ||Sd/- |
| ||(Bijay Kumar Garodia) |
| ||Chairman and Whole Time Director |
| ||DIN : 00044379 |
|Place: Delhi ||Add: CF-366 Salt Lake City |
|Date: 30.05.2016 ||Kolkata West Bengal - 700 064 |
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 subsection (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:
During the year ended March 31 2016 the contracts and arrangements with related partywere done at arm's length basis.
2. Details of material contracts or arrangements and transactions at Arm's LengthBasis:
|S.No. ||Name of the Related Party ||Nature of Relationship ||Nature of Contract/ Transaction ||Duration of Contract / Transaction ||Silent terms of the contracts or arrangements or transactions including the value if any ||Amount (Rs. In Lacs) |
|1. ||Cement International Limited ||Wholly Owned Subsidiary ||Sale of Stores spares and other services ||Ongoing ||Transaction based at market prices ||142.94 |
| || || ||Sale of Finished / Semi finished goods ||Ongoing ||Transaction based at market prices ||588.72 |
|2. ||Meghalaya Minerals & Mines Limited ||Wholly Owned Subsidiary ||Purchase of Raw Material & Goods ||Ongoing ||Transaction based at market prices ||1352.91 |
| || || ||Sale of Stores spares and other services ||Ongoing ||Transaction based at market prices ||36.61 |
|3. ||Badarpur Energy Private Limited ||Wholly Owned Subsidiary ||Sale of Stores spares and other services ||Ongoing ||Transaction based at market prices ||5.95 |
| || || ||Loans & advances Given ||Ongoing ||Transaction based on Arm's Length Basis ||161.87 |
|4. ||Goombira Tea Company Limited ||Wholly Owned Subsidiary ||Sale of Stores spares and other services ||Ongoing ||Transaction based at market prices ||5.40 |
| || || ||Loans & advances Given ||Ongoing ||Transaction based on Arm's Length Basis ||52.35 |
| || || ||Investment in Shares ||Ongoing ||Transaction based at Fair market valuation ||49.50 |
|5. ||Chargola Tea Co. Pvt. Ltd ||Wholly Owned Subsidiary ||Sale of Stores spares and other services ||Ongoing ||Transaction based at market prices ||0.06 |
|6. ||Valley Strong Cements (Assam) Limited ||Wholly Owned Subsidiary ||Loans & advances Given ||Ongoing ||Transaction based on Arm's Length Basis ||0.79 |
| || || ||Investment in Shares ||Ongoing ||Transaction based at Fair market valuation ||20.40 |
|7. ||Singlacherra Tea Co. Private Limited ||Wholly Owned Subsidiary ||Loans & advances Given ||Ongoing ||Transaction based on Arm's Length Basis ||0.06 |
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 March 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016
BARAK VALLEY CEMENTS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BARAK VALLEY CEMENTS LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on our verification of the BARAK VALLEY CEMENTS LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit. We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31 March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by BARAK VALLEY CEMENTS LIMITED ("the Company") for thefinancial year ended on 31 March 2016 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 rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(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) Regula tions 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;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(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)Regulations 2009; and (h) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998;\
(vi) The laws applicable specifically to the Company are as under:
1. Factories Act 1948;
2. Industrial Dispute Act 1947;
3. The Payment of Wages Act 1936;
4. The Minimum Wages Act 1948;
5. Employees' State Insurance Act 1948;
6. The Employees' Provident Fund and Misc. Provision Act 1952;
7. The Payment of Bonus Act 1965;
8. The Payment of Gratuity Act 1972;
9. The Hazardous Waste (Management Handling & Transboundary Movement) Rules 2008;
10. The Water (Prevention and Control of Pollution) Act 1974; 11. The Air (Preventionand Control of Pollution) Act 1981.
12. Petroleum Act 1934
13. The Standards of Weights & Measures (Enforcement) Act 1985
We have also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National Stock Exchangeand Bombay Stock exchange;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We 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 notice is 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 while the dissenting members' views are capturedand recorded as part of the minutes.
We 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.*
| ||For Vidhi Chaudhary & Associates |
| ||Practicing Company Secretary |
| ||Sd/- |
| ||Vidhi Chaudhary |
|Place : Delhi ||( Proprietor) |
|Date : 24 / 05 / 2016 ||ACS - 27685 |
| ||C P No.: 12014 |
*NOTE: This Report is to be read along with the letter attached as ANNEXURE - 1
ANNEXURE - 1
BARAK VALLEY CEMENTS LIMITED
Our Secretarial Audit report of even date is to be read along with this letter.
1. It is the Responsibility of the management of the Company to maintain secretarialrecords device proper system to ensure compliance with the provision of all applicablelaws and regulations and to ensure that the system are adequate and operate effectively.
2. My responsibility is to express an opinion on these secretarial records systemstandards and procedures based on our audit.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the management's representation about thecompliance of laws rules and regulations and happening of event etc.
5. The Compliance of the provision of Corporate and other applicable laws rulesregulations standard s is the responsibility of management. Our Examination was limitedto the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For Vidhi Chaudhary & Associates |
| ||Practicing Company Secretary |
| ||Sd/- |
| ||Vidhi Chaudhary |
|Place : Delhi ||( Proprietor) |
|Date : 24 / 05 / 2016 ||ACS - 27685 |
| ||C P No.: 12014 |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO[PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITH THECOMPANIES (ACCOUNTS) RULES 2014]
A) CONSERVATION OF ENERGY-
a) The Steps taken or Impact on Conservation of Energy-
(i) 72000 m3/Hr. Capacity Pulse Jet with PTFE Bags installed to filter the Dust fromthe Exhaust Dust Ladder Air.
(ii) Hot Meal Circulation along with Fresh Feed to Raw Mill No.3 to increase the outputand reduce the power consumption. (iii) Mixing Tyre Dust in Pulverized Coal in FiringSystem.
(iv) Purchase of Power from Power Access as per the day to day requirement.
b) The Steps taken by the Company for Utilizing Alternate Sources of Energy-
(i) Use of Waste Heat in Drying the Saw Dust and Bamboo Dust. (ii) Direct Firing of SawDust and Bamboo Dust.
(iii) Use of Tyre Dust.
c) The Capital Investment on Energy Conservation Equipments provided in the sub-point(a) of the above- is Rs. 10 lacs.
B) TECHNOLOGY ABSORPTION-
(i) The efforts made towards technology absorption-
Researches and Development (R&D) - Pulverized Coal Firing and Saw Dust Firingtogether from separate line.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:
Saving in coal and power by 1% to 1.5%
(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 under review the Company has imported the Machinery worth of Rs. 1474620 fromGermany.
(iv) The expenditure incurred on Research and Development is: Nil C) FOREIGNEXCHANGE 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. 865920/- towards travelling expenses |
| ||Rs. 1474620/- towards imports of Machinery |
DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014(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 ofEmployee of the Company for the Financial Year stood as:
|Name & Designation of Director ||Remuneration (In Rs.) ||Median Remuneration(In Rs.) ||Ratio |
|Kamakhya Chamaria (Managing Director & Vice Chairman) ||2400000 ||126402 ||18.98:1 |
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. 2015-16 (In Rs.) ||Remuneration for Yr. 2014-15 (In Rs.) ||Net Increase/ Decrease in Remuneration (In Rs.) ||Percentage Decrease/Increase in Remuneration |
|Kamakhya Chamaria ||Vice Chairman & Managing Director ||2400000 ||500000 ||1900000 ||380.70% |
|Bhavna Jangid (till 30.05.2015) ||Company Secretary ||60000 || || || |
|Varun Kapoor (w.e.f: 01.06.2015 to 12.10.2015) ||Company Secretary ||114400 ||360000 ||(75600) ||(21.00%) |
|Divyang Jain (w.e.f. 16.10.2015 to till date) ||Company Secretary ||110000 || || || |
|Total Remuneration-Company Secretary ||284400 || || || |
|Total Remuneration || ||2684400 ||860000 ||1824400 ||212.13% |
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 10.26%.
(iv). Number of Permanent Employees on the roll of the Company during the FinancialYear 2015-16 is 250.
(v). The Explanation as to the Relationship between average increase in Remunerationand Company Performance as: The total revenues of the Company for the year 2015-16decreased by 14.96% as compared to the previous year. The Average remuneration of theemployees has been increased during this period by 7.93% as compared to previous year.Considering the performance of the Company reasonable increase in remuneration have beengranted.
(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/Loss (In Rs.) ||Remuneration (as a % of Net Loss) |
|2684400 ||1092165009 ||0.245% ||(21507246) ||(12.48%) |
(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 31.03.2016 ||As on 31.03.2015 ||Variation ||%variation |
|Closing Rate at NSE ||Rs. ||15.20 ||16.10 ||(0.9) ||5.59% |
|Standalone Earnings Per Share ||Rs. ||(0.97) ||1.62 ||2.59 ||159.87% |
|Consolidated Earnings Per Share ||Rs. ||(3.91) ||(0.44) ||3.47 ||788.67% |
|Market Capitalisation ||Rs. ||336832000 ||356776000 ||(19944000) ||5.59% |
|Price Earnings Ratio (Standalone) ||Ratio ||(15.67) ||9.93 ||(25.6) ||257.80% |
|Price Earnings Ratio (Consolidated) ||Ratio ||(3.88) ||(36.59) ||(32.71) ||89.39% |
(b). Percentage increase/decrease in the market quotations of shares in comparison tothe price 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 (In Rs.) (A) ||Market Price per share as at 31.3.2016 (In Rs.) (B) ||Percentage Decrease From A to B ||Market Price per share as at 31.3.2015 (In Rs.) (C) ||Percentage Decrease From A to C |
|National Stock Exchange (NSE) ||42 ||15.20 ||63.80% ||16.10 ||61.67% |
|Bombay Stock Exchange (BSE) ||42 ||16.30 ||61.19% ||16.80 ||60.00% |
(viii). Average Percentile Increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof: TheAverage percentile increase in the salaries of Employees of Company is 7.93% in relationthere has been variation i.e. percentage increase in the Remuneration paid to ManagingDirector is 380.70% and percentage decrease in the remuneration paid to Company Secretaryis 21.00%. Accordingly there has been an overall increase in the remuneration paid to KeyManagerial Personnel.
(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 KeyManagerial Personnel i.e.
|Particulars ||Remuneration for the FY 2015-16 (In Rs.) ||% of Revenue for FY 2015-16 ||% of Net Profit/Loss for FY 2015-16 |
|Shri Kamakhya Chamaria- Vice Chairman & MD ||2400000 ||0.219% ||(11.15)% |
|Smt. Bhavna Jangid Varun Kapoor & Divyang Jain- (Company Secretary) ||284400 ||0.026% ||(1.32)% |
|Total Remuneration ||2684400 ||0.245% ||(12.47)% |
(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 Employeeswho are not Directors but receive Remuneration in excess of the highest paid Directorduring the year: There is no such person(s) in the employment of the Company whoseremuneration exceeds the remuneration paid to the highest paid director of the Company.
(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany: It is 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 every employee of the Company:
(a) Details of Employee(s) throughout the financial year or part thereof was inreceipt of Remuneration not less than Sixty Lakh Rupees: There has been no such personin the employment 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.