Barak Valley Cements Limited
The Directors of your Company are pleased to present the 18 Annual Report together withthe Audited Accounts of the Company for the Financial Year ended 31st March 2017.
1. FINANCIAL RESULTS
The highlights of the financial performance of the Company for the financial year ended31st March 2017 as compared to the previous financial year are as under:
| || || |
(Rs. in Lacs)
| ||Standalone ||Consolidated |
|Particulars ||Year Ended as at 31st March 2017 ||Year Ended as at 31st March 2016 ||Year Ended as at 31st March 2017 ||Year Ended as at 31st March 2016 |
|Revenue from Operations (net) ||12252.80 ||10921.65 ||13024.76 ||12779.78 |
|Other Income ||54.38 ||31.36 ||54.89 ||31.67 |
|Total Sales & other Income ||12307.18 ||10953.01 ||13079.65 ||12811.44 |
|Income before Finance cost Depreciation and Amortization and Income tax ||1054.22 ||745.41 ||1215.04 ||681.21 |
|Less: Depreciation and Amortization expenses ||292.56 ||328.21 ||494.64 ||529.85 |
|Profit before Interest and Income Tax ||761.66 ||417.20 ||720.40 ||151.36 |
|Less: Finance Cost ||536.58 ||622.54 ||929.87 ||1014.83 |
|Profit/Loss before Income Tax and exceptional items ||225.08 ||(205.34) ||(209.47) ||(863.47) |
|Less: Exceptional Items ||- ||1.55 ||36.34 ||(1.40) |
|Less: Provision for Income tax ||- ||- ||- ||- |
|-Earlier year provisions written back ||- ||- ||- ||- |
|-Current Income Tax ||- ||- ||- ||- |
|-Deferred Tax liability/(Assets) ||90.21 ||8.18 ||87.77 ||4.77 |
|Profit/Loss After tax ||134.87 ||(215.07) ||(333.58) ||(866.84) |
|Less: Balance brought forward from last year ||4214.08 ||4429.15 ||925.14 ||1722.21 |
|Profit available for appropriation ||4348.95 ||4214.08 ||925.14 ||925.14 |
|Less: Appropriations: ||- ||- ||- ||- |
|Transfer to General Reserves || || || || |
|Proposed Dividend on Equity shares || || || || |
|Corporate Dividend Tax || || || || |
|Balance Transfer to Reserve and Surplus ||4348.95 ||4214.08 ||591.56 ||925.14 |
2. 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.
During the year under review your Company has gone for substantialexpansion/modernization of its existing cement manufacturing unit at Badarpurghat Distt.Karimganj Assam from 750 TPD Cement to 1000 TPD Cement and commenced its commercialproduction from expanded unit with effect from 31 March 2017.
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.
Cement International Limited is engaged in the business of manufacturing of CementClinker. During the year under review the Company gross revenue was Rs. 6121327/-.
Badarpur Energy Private Limited wholly owned subsidiary of your Company is currentlynot operational.
Meghalaya Minerals and Mines Limited is engaged in the business of extraction ofMinerals. During the under review the Company gross revenue was Rs. 15670426/-.
Singlacherra Tea Company Private Limited is engaged in the business of extraction Tealeaves. During the year under review the Company gross revenue was Rs. 5457258/-.
Goombira Tea Company Limited is engaged in the business of extraction Tea leaves.During the year under review the Company gross revenue was Rs. 48117123/-.
Chargola Tea Company Private Limited is engaged in the business of extraction Tealeaves. During the year under review the Company gross revenue was Rs 954924/-.
Valley Strong Cements (Assam) Limited wholly owned subsidiary of your Company has notcommenced its commercial production.
The annual accounts of the subsidiary companies will also be kept open for inspectionat the Head Office of the Company. The Consolidated Financial Statements presented by theCompany include the financial results of its Subsidiary Companies.
Your Company has formulated a policy for determining material subsidiaries and isavailable at the Website of the the below mentioned link:
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 in the Form AOC 1.
Your Company does not have any Associate or Joint Venture.
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 2017 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.
The Standalone turnover of the Company stood at Rs. 12252.80 Lakhs during the year2016-17 which has been increased in comparison to previous year turnover of Rs. 10921.65Lakhs. Your Company has earned a Profit of Rs. 134.87 Lakhs during the financial year2016-17 in comparison with the previous year loss of Rs. 215.07 Lakhs.
During the year 2016-17 the consolidated revenue from operations has been increased toRs. 13024.76 Lakhs as compared to Rs. 12779.78 Lakhs in the period 2015-16. Theconsolidated loss has also decreased from Rs. 866.84 Lakhs in 2015-16 to Rs. 333.58Lakhs during the financial year 2016-2017.
The Board of Directors after considering the performance of the Company for theFinancial Year 2016-17 have decided to not to recommend dividend this financial year2016-2017.
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 2017.
No Buy Back of Shares was proposed or pending during the Financial Year ended on 31stMarch 2017.
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. TRANSFER TO RESERVES
During the year under review no amount was transferred to Reserves.
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
All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134of the Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the detailsof the transactions with the Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at the below mentioned Link:
12. COMMITTEES OF THE BOARD OF DIRECTOR'S
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
The Company has a Whistle Blower Policy/ Vigil Mechanism as required under Section 177of the Companies Act 2013. Your Company believes in the conduct of the affairs of itsconstituents in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. Pursuant to the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 your Company has formulateda Whistle Blower Policy for directors senior executives and employees to report andfreely communicate their concerns about the unethical behavior actual or suspected fraudor violation or any illegal or unethical practices of the Company's code of conduct andethics policy. The Whistle Blower Policy ensures that strict con dentiality 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 and Ethics 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
Risk management refers to the practice of identifying potential risks in advanceanalyzing them and taking precautionary steps to reduce the risk. The Company has evolveda risk management framework to identify assess and mitigate the key risk factors of thebusiness. The Board of the Company is kept informed about the risk management of theCompany.
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 2017.
17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 2017 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 2013). The Board periodically evaluatesthe need for its change in its composition and size.
The policy of the Company on director's appointment remuneration including criteriafor determining qualification positive attributes independence of director and othermatters provided under sub-section (3) of section 178 along has been described in theCorporate Governance Report. We affirm that the Remuneration paid to the directors is asper 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 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 Directorsexcluding 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 Association of the Company Mr. Bijay Kumar Garodia and Mr. Santosh KumarBajaj as Directors of the Company is liable to retire by rotation and being eligibleoffers himself for re-appointment. In view of his considerable experience your Directorsrecommend his reappointment as Director of the Company.
The term of existing Independent Directors has not expired therefore none of theIndependent Directors stands for Reappointment.
As the term of Mr. Bijay Kumar Garodia acting as a Whole Time Director designated asKey Managerial Personnel has expired on 30.05.2017 he will continue to act as Chairman& Non Executive Director of the Company.
The shareholders of the Company approved the re-appointment Mr. Mahendra Kumar Agarwaland Mr. Prahlad Rai Chamaria as Directors of the Company who were liable to retire byrotation in the Annual General Meeting of the Company held on 30th of September 2016. Thefollowing personnels are the Key Managerial Personnel of the Company:
1) Company Secretary: Mr. Divyang Jain (till 26.10.2016) Ms. Saakshi Manchanda (w.e.f.14.11.2016 to till date).
2) Chief Financial Of cer: Mr. Sushil Kumar Kothari
3) Managing Director- Mr. Kamakhya Chamaria
4) Whole Time Director-Mr. Santosh Kumar Bajaj
20. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Mr. Dhanpat RamAgarwal Mr. Vishal more Mr. Brahm Prakash Bakshi Mr. Ramesh Chandra Bajaj and Mrs.Renu Kejriwal are Independent Directors on the Board of your Company. In the opinion ofthe Board and as confirmed by these Directors they fulfill the conditions specified insection 149 of the Act and the Rules made thereunder about their status as IndependentDirector of the Company.The Company has received declarations from each independentdirector under section 149(7) of the Companies Act 2013 that he/she meets the criteriadefined under section 149(6) of the Companies Act 2013.
21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In order to enable the Independent Directors to perform their duties optimally theBoard has devised a familiarization programme for the Independent Directors to familiarizethem with the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. They areperiodically updated about the development which takes place in the Company. At the timeof appointment of an Independent Director the Company issues a formal letter ofappointment setting out in detail the terms of appointment duties responsibilities andcommitments etc. The familiarization program is available on the Company's website underthe web link:
22. BOARD MEETINGS
During the year 4 (four) Board meetings and 4 (four) Audit Committee Meetings wereconvened. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and in Regulation 17(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
23. MEETINGS OF INDEPENDENT DIRECTORS
During the year under review a meeting of Independent Directors was held on 04thMarch 2017 wherein the performance of the Non-Independent Directors and the Board as awhole was reviewed. The Independent Directors at their meeting also inter alia assessedthe quality quantity and timeliness of flow of information between the Company managementand the Board of Directors of the Company.
24. 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 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 judgments 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 and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) 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.
25. AUDITORS & AUDITORS' REPORT
25.1 Statutory Auditors
M/s. Kumar Vijay Gupta & Co. Chartered Accountants (Firm Registration no.007814-N) Statutory Auditors of the Company have completed their tenure of two terms offive consecutive years and also an additional window period of 3 years as stipulated undersection 139 of the Companies Act 2013. Therefore the terms of office of the existingStatutory Auditors will conclude from the close of the forthcoming Annual General Meetingof the Company.
The Board of Directors places on record its appreciation for the services rendered byM/s Kumar Vijay Gupta & Co. as the Statutory Auditors of the Company.
M/s P.K. Lakhani & Co. Chartered Accountants (Firm Registration No. 014682-N)Chartered Accountants have expressed their willingness to be appointed as StatutoryAuditors of the Company and have confirmed that their appointment if made would bewithin the limits mentioned under section 141(3)(g) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014. Subject to the approval of shareholders theAudit Committee and the Board of Directors of the Company have recommended the appointmentM/s P.K. Lakhani & Co. Chartered Accoutants as Statutory Auditors of the Companypursuant to Section 139 of the Companies Act 2013 for a period of five years commencingfrom the conclusion of 18th Annual General Meeting till the conclusion of 23rd AnnualGeneral Meeting subject to the ratification of their appointment by the members at everyAnnual General Meeting.
Management response to the qualifications in the auditor's report:
As disclosed in Note No. 5 to the financial statements the management of thesubsidiary is con dent that operation of the subsidiary will start in future. Themanagement of subsidiary company has also reviewed its assets in accordance with AS-28(Impairment of Assets) and considered that there is no impairment in the carrying value ofthe assets. Accordingly the company considered that there is no permanent decline in thevalue of Investment and loans & advances are fully recoverable.
25.2 Cost Auditors and Cost Audit Report
Cost audit records have been maintained for the financial year 2016-17 and pursuant toSection 148 of the Companies Act 2013.
Mr. Nirmalendu Kar Purkayastha Cost Accountants. (M.No. 9531) have expressed hiswillingness and confirmed his eligibility to be appointed as Cost Auditors of the Companyfor ensuing financial year. The Board of Directors in their meeting held on 23rd August2017 and on the recommendation of the Audit Committee has proceeded to re-appoint Mr.Nirmalendu Kar Purkayastha Cost Accountants as the Cost Auditors of the Company for theFinancial Year 2017-18 subject to ratification of their remuneration by shareholders inthe General Meeting of the Company.
The Audit Committee has also received a Certificate from the Cost Auditor certifyingtheir independence and arm`s length relationship with the Company.
26. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthere under the Company has considered and re-appointed M/s. Vidhi Chaudhary &Associates Company Secretary in Practice (COP No. 12014) as Secretarial Auditor of theCompany. The Secretarial Audit Report enclosed herewith this report as "AnnexureB" does not encompass any Adverse Remarks Reservations and Qualifications. Thereport is self-explanatory and do not call for any further comments.
27. 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.
28. 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 A" 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.
30. EXTRACT OF ANNUAL RETURN
In terms of requirement of section 134 (3) (a) of the Companies Act 2013 the extractof the Annual return in form MGT-9 is annexed herewith and marked as "AnnexureC".
31. 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 "AnnexureD".
32. MANGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 along with a statementcontaining particulars of employees as required under Section 197 of Companies Act 2013read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith and marked as "Annexure E".
33. 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.
34. CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review your Company was in compliance with theprovisions of Regulations 17 to 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange(s) relating to corporategovernance.
In compliance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a separate report onCorporate Governance is annexed and forms part of the Annual Report of the Company. Acertificate from the Auditors confirming compliance with the conditions of CorporateGovernance is also annexed.
35. 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.
36. CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the Listing Obligations and DisclosuresRequirements Regulations 2015 formulated by Securities and Exchange Board of India(SEBI) the CEO/ CFO certification has been submitted to the Board and a copy thereof iscontained in this Annual Report.
37. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with theprovisions of the Companies Act 2013 read with the Companies (Accounts) Rules 2014applicable accounting standards and provisions of the Listing Regulations forms part ofthe Annual Report.
The detailed financial statements and audit reports of each of the subsidiaries of theCompany are available for inspection at the Registered Office of the Company during officehours between 11 A.M. and 1 P.M. The Company will arrange to send the financial statementsof the subsidiaries upon written request from a shareholder to the registered address ofthe said shareholder.
Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and support and look forward to their continued support in future. We thankour employees for their contribution to your Company's performance. We applaud them fortheir superior levels of competence dedication and commitment to your Company.
| ||For BARAK VALLEY CEMENTS LIMITED |
| ||(Bijay Kumar Garodia) |
| ||Chairman & Non-Executive Director |
| ||DIN : 00044379 |
| ||Add: CF-366 Salt Lake City |
| ||Kolkata West Bengal-700064 |
|Place: New Delhi || |
|Date: 23.08.2017 || |