Barak Valley Cements Limited
The Directors of your Company are pleased to present the 21stAnnual Reporttogether with the Company's Audited Financial statements (Standalone and Consolidated) forthe Financial Year ended 31st March 2020.
1. FINANCIAL RESULTS
The highlights of the financial performance of the Company for the financial year ended31st March 2020 as compared to the previous financial year are as under:
(Rs. in Lacs)
|Particulars || |
|Year Ended as at 31st March 2020 ||Year Ended as at 31st March 2019 ||Year Ended as at 31st March 2020 ||Year Ended as at 31st March 2019 |
|Revenue from Operations (net) ||15496.98 ||13966.71 ||16200.83 ||14845.26 |
|Other Income ||136.15 ||379.53 ||139.31 ||413.00 |
|Total Sales & other Income ||15633.13 ||14346.24 ||16340.14 ||15258.26 |
|Income before Finance Cost Depreciation and Amortization and Income tax ||1759.14 ||1748.95 ||2334.42 ||1875.26 |
|Less: Depreciation and Amortization expenses ||549.16 ||586.85 ||640.99 ||678.96 |
|Profit before Interest and Income Tax ||1209.98 ||1162.10 ||1693.43 ||1196.30 |
|Less: Finance Cost ||772.19 ||801.10 ||1065.81 ||1097.47 |
|Profit/Loss before Exceptional items and Income Tax ||437.79 ||361.00 ||140.30 ||98.83 |
|Less: Exceptional items ||- ||- ||(487.32) ||- |
|Profit before Tax ||437.79 ||361.00 ||627.62 ||98.83 |
|Less: Provision for Income tax -Current Income Tax -Deferred Tax liability/(Assets) - Earlier year provisions written back || || || || |
|72.59 ||75.57 ||74.50 ||76.65 |
|(57.11) ||(17.57) ||(54.63) ||(11.70) |
|- ||0.28 ||- ||0.28 |
|Profit/(Loss) After tax ||422.31 ||302.72 ||607.75 ||33.60 |
2. OVERVIEW AND THE 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 TeaCultivation lines through its subsidiaries. Further all of these business activities arecarried out by the Company in the North East Region.
The Company's gross turnover increased by 11% to Rs. 15496.98 Lacs during the yearcompared to Rs. 13966.71 Lacs in previous year. Profit after Tax is also increased to422.31 Lacs compared to Rs. 302.72 Lacs.
Besides this we convey thanks to our people for creating a positive impact and earningthe trust of our stakeholders during this stressful and unfavourable year.
Financial Year 2019-20 was full of contrasting global economic scenarios. The domesticeconomy also witnessed a slowdown in Financial Year 2019-20 as the GDP growth rate waspegged at 4.2%. This was primarily on account of weak demand across sectors tightening ofcredit and the lingering effect of previous policy measures. The cement industry afterwitnessing a healthy demand growth in Financial Year 2018-19 exhibited slowdown withde-growth due to the outbreak of the COVID-19 pandemic.
During the Financial Year 2019-20 North East Region of the country witnessed heavyrainfall and devastating flood. Also the Last Quarter of the year was seriously affecteddue to unprecedented situation arose because of adverse hit of COVID-19("virus") pandemic in all over the world. The Government of India with a view toprevent the community spread among citizen had ordered nation vide lockdown. Resultant towhich the working operations of the company were partially affected which also becomes areason of slowdown in the growth of the Company. With no cure presently available thevirus has become one of the biggest threats to the global economy.
In spite of all the challenges before the Company the Company with the help ofpolicies enacted by the Government its employees and various people was successful inattainment the trust of its stakeholders and in maintaining minimum level of profit andoperations.
No other material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report.
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.
a) Cement International Limited wholly owned subsidiary of the Company isengaged in the business of manufacturing of Cement Clinker. During the year under reviewthe Company's gross revenue was NIL.
b) Badarpur Energy Private Limited wholly owned subsidiary of the Company iscurrently not operational.
c) Meghalaya Minerals and Mines Limited wholly owned subsidiary of the Companyis engaged in the business of extraction of Minerals. During the year under review theCompany's gross revenue was Rs. 1021.85 Lacs.
d) Singlacherra Tea Company Private Limited wholly owned subsidiary of theCompany is engaged in the business of the extraction of Tea leaves. During the year underreview the Company's gross revenue was Rs. 87 Lacs.
e) Goombira Tea Company Limited wholly owned material subsidiary of the Companyis engaged in the business of the extraction of Tea leaves. During the year under reviewthe Company's gross revenue was Rs. 630.32 Lacs.
f) Chargola Tea Company Private Limited wholly owned subsidiary of the Companyis engaged in the business of the extraction of Tea leaves. During the year under reviewthe Company's gross revenue was Rs. 11.33 Lacs.
g) Valley Strong Cements (Assam) Limited wholly owned material subsidiary ofthe Company has not commenced its commercial production.
The audited financial statements of your Company's subsidiaries and their relatedinformation are available on your Company's website and will be kept open for inspectionat the Head Office of the Company in pursuant to Section 128 of the Companies Act 2013and the rules made there under. The Consolidated Financial Statements presented by theCompany include the financial results of its Subsidiary Companies.
The policy for determining material subsidiaries is adopted by board and is availableat the Website of the below mentioned link:
The statement containing the salient features of the financial statements ofsubsidiaries in pursuant to the proviso of sub-section (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. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 read with the IndianAccounting Standards (IndAS) as prescribed by the Institute of Chartered Accountants ofIndia the Consolidated Financial Statements of the Company have been prepared and hasbeen included as a part of this Annual Report.
Further pursuant to the provisions of Section 128 read with Section 136 of theCompanies Act 2013 the Financial Statements alongwith audit reports of each of thesubsidiary companies are available for inspection by the Members during the working hourson all business days at the Registered Office of the Company. The Company shall alsoprovide a copy of the financial statements of its subsidiary companies to the Members upontheir request from registered email ID.
5. 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 2020 the paid-up share capital of the Company was Rs.221600000/- (Twenty Two Crore Sixteen Lacs Only) divided into 22160000 (Two CroreTwenty One Lacs Sixty Thousand) Equity Shares of Rs. 10/- each and there was no change incapital structure of your Company during the year under review.
The Standalone turnover ofthe Company stood at Rs. 15496.98 Lacs during the financialyear 2019-20 which has been increased in comparison to previous year turnover of Rs.13966.71 Lacs. Your Company has earned a Profit of Rs. 422.31 Lacs during the financialyear 2019-20 in comparison with the previous year profit of Rs. 302.72 Lacs.
During the financial year 2019-20 the consolidated revenue from operations has beenincreased to Rs. 16200.83 Lacs as compared to Rs. 14845.26 Lacs during the financialyear 2018-19. Further there was consolidated profit of Rs. 607.75 Lacs in the financialyear 2019-20 as compared to the consolidated Profit of Rs. 33.60 Lacs during the financialyear 2018-2019.
The Company intent to increase the clinkerization capacity from present 600 T/day to700 T/day and also intent to modify and modernize existing Cement Plant capacity toachieve 700 T/day of Clinker and 1000 T/day of Cement on sustainable basis. Further thetotal Project Cost is Rs. 2610.95 Lacs which is financed by Promoter Contribution of Rs1010.95 Lacs and Term Loan from NEDFi of Rs. 1600 Lacs.
After considering the financial and non financial factors prevailing during thefinancial year 2019-20 the Board of Directors have decided not to recommend dividend thisyear.
9. PUBLIC DEPOSITS AND BUY BACK OF SHARES
In the Financial Year 2019-20 your Company has not accepted any deposit frompublic/shareholders in accordance with Section 73 of the Companies Act 2013 and rulesmade there under and hence no amount of principal or interest was outstanding as on 31stMarch 2020.
Further No Buy Back of Shares was proposed or pending during the financial year endedon 31st March 2020.
10. 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 for theFinancial Year ended on 31st March 2020 forming part of this Annual Report.
11. TRANSFER TO RESERVES
In Financial Year 2019-20 Your Directors do not propose to transfer any amount to theGeneral Reserve of the Company.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no such material change(s) and commitment(s)incurred between the end offinancial year of the company to which the financial statements relate and the date ofreport i.e. affecting the financial position of the Company.
13. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All the related party transactions during the period under review are entered on arm'slength basis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015("ListingRegulations"). There are no materially significant related party transactionmade by the Company with Promoters Directors or Key Managerial Personnel etc. which mayhave potential conflict with the interest of the Company at large or which warrants theapproval of the shareholders.
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 Related Party are provided in the Company's financial statementsin accordance with the applicable Accounting Standards.
All Related Party Transactions are presented before the Audit Committee for theirreview and the Board. Omnibus approval is obtained for the transactions which are foreseenand repetitive in nature. A statement of all related party transactions is presentedbefore the Audit Committee on a quarterly basis specifying the nature value and termsand conditions of the transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website of the Company. One can access the same by clicking on below mentionedLink:
14. COMMITTEES OF THE BOARD OF DIRECTOR'S
14.1 In pursuance to Section 177 of the Companies Act 2013 and the rules madethereunder read with the Listing Regulations the Audit Committee of the Board ofDirectors of the Company comprises:
|S.No. Name of Director ||DIN ||Designation |
|1 Mrs. Renu Kejriwal ||06768299 ||Chairman |
|2 Mr. Kamakhya Chamaria ||00612581 ||Member |
|3 Mr. Shyam Agarwal ||08294059 ||Member |
Further details relating to the Audit Committee are provided in the CorporateGovernance Report forming part of this Annual Report. During the year under review allrecommendations made by the Audit Committee were accepted by the Board.
14.2 In addition to Audit Committee the Company has also constituted the Nominationand Remuneration Committee Stakeholders Relationship Committee and General PurposeCommittee.
14.3 In terms of Section 177(8) of the Companies Act 2013 the composition andterms of reference of Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee have been furnished in the Corporate Governance Reportforming part of this Annual Report. Further during the period under review there was noinstance where the recommendations of Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee were not accepted by the Board.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance with Section 177 (9) & (10) of the Companies Act 2013 and ListingRegulations the Company has adopted a whistle blower policy and has established thenecessary vigil mechanism for Employees Directors and Senior Executives which provides aplatform to them for raising their voice about any breach of code of conduct financialirregularities illegal or unethical practices unethical behavior actual and suspectedfraud health safety and environmental issues.
The policy provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It also ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
The Whistle Blower Policy is provided on the website of the Company and may be accessedby clicking on the following link:
The contact details of the Vigilance and Ethics Officer is as under:-
Name - Mr. Mukesh Kumar Shovasaria Address -Debendra Nagar Jhoombasti
P.O. Badarpur Ghat Distt. Karimganj
Email Id- email@example.com Contact No.- +91-9435078960
16. RISK MANAGEMENT
Risk is an integral and unavoidable component of business and the Company has beenaddressing and analizing various risks impacting the Company including details ofsignificant changes in key financial ratios which is more fully provided in annexedManagement Discussion and Analysis Report attached herewith and forms part of this annualreport. The Company has a robust risk management process to identify key risks across theGroup and prioritise action plans to mitigate them. The proceedings of the review processinclude discussions on the management's submissions on risks prioritization of key risksand approval of action plans to mitigate such risks. Some of the uncertainties and risksthat can affect the business are technological changes changing customer preferences andbehavior competition volatility in prices of cement and macroeconomic factors such as aneconomic slowdown.
16A.COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
Your Company does not have material exposure of any commodity or foreign exchange andaccordingly no hedging activities for the same are carried out. Therefore there is nodisclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141dated 15th November 2018.
17. 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.
18. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to ensuring that all are treated with dignity and respect andhaving zero tolerance towards sexual harassment at the workplace and towards this end hasadopted a policy in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder and adequateaccess has been provided to complainants who wish to register a complaint under thepolicy. All employees (permanent contractual temporary trainees) are covered under thesaid policy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment from any of the women employees of theCompany.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES
The Composition of the Board of Directors of the company as on date of report comprisesan adequate mix of Executive Non-Executive and Independent Directors in order to ensureand maintain the independence of the Board and separate its functions of Governance andManagement as provided in Regulation 17 of the Listing Regulations. As on March 31 2020the Board comprises of 7 members out of which 4 (Four) are Independent (including OneWomen Director) and 3(Three) are Non- Independent Directors. Further as on the aforesaiddate the Company has 6 (Six) non-executive directors and 1 (One) executive director. TheBoard periodically evaluates the need for its change in its composition and size.
The Nomination & Remuneration Committee of the Company in accordance with Para A ofPart D of schedule III and Regulation 19 of Listing Regulations has approved a policy forselection appointment and remuneration of Director's Key Managerial Personnel and SeniorManagement Employees which includes the criteria for determining qualification positiveattributes independence of director and other matters provided under sub-section (3) ofsection 178 of the Companies Act 2013.
The relevant details of the policy have been described in the Corporate GovernanceReport forming part of Annual Report of the Company. We also affirm that the Remunerationpaid to the directors is as per the terms laid out in the Nomination and Remunerationpolicy of the Company.
20. EVALUATION OF BOARD'S PERFORMANCE
In terms of Section 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 and Regulation 17 of the Listing Regulations it is required to have a formalannual evaluation of the performance of the Board its Committees and the Directorsindividually. In pursuance of the aforesaid provisions of the Companies Act 2013 andListing Regulations including the Guidance Note issued by SEBI on Board Evaluation theBoard carries out the annual evaluation of its own performance the working of its variousCommittees as well as the evaluation of its Directors individually.
The evaluation process comprises of both assessment and review including analysis ofthe functioning of the Board and its Committees the time spent by it in consideringmatters and whether the terms of reference of its Committees have been met besidescomplying with the provisions of the Companies Act 2013 and Listing Regulations. Theevaluation of the performance of the Board its Committees and individual directors wasdone after seeking inputs from all the Directors by way of a questionnaire. Thequestionnaire was prepared in a structured manner ascertaining the individual directorsvarious attributes and their roles in bringing values to the deliberation and discussionsat meetings.
The Board of Directors also evaluated the functioning/performance of Audit CommitteeStakeholders Relationship Committee and Nomination & Remuneration Committee andexpressed satisfaction with their functioning/performance.
A report in brief on Board evaluation has been given in the Corporate Governance Reportwhich may be taken as forming a part of this Report.
21. DIRECTORS & KEY MANAGERIAL PERSONNEL
During the period under review the details of Directors and Key Managerial Personnelwere as follows:
(i) . Mr. Puran Chand appointed by the Board of Directors on recommendation ofNomination & Remuneration Committee as an Additional
Director in the capacity of Independent Director of the Company with effect from 29thMay 2019 and pursuant to the provisions of Section 152 of the Companies Act 2013appointed by shareholders as Independent Director of the Company not liable to retire byrotation in the 20th Annual General Meeting duly held on 27thSeptember 2019 for a term of five consecutive years beginning from the conclusion of the20th Annual General Meeting till the conclusion of the 25th Annual GeneralMeeting (2024) of the Company.
(ii) . The Shareholders of the Company by passing the requisite resolution re-appointedMr. Dhanpat Ram Agarwal and Mrs. Renu Kejriwal as
Independent and Non-Executive Directors of the Company not liable to retire by rotationfor the second term of 5(five) consecutive years on the Board of the Company beginningfrom the conclusion of the 20th Annual General Meeting till the conclusion ofthe 25th Annual General Meeting (2024) of the Company.
(iii) . The Shareholders of the Company approved re-appointment of Mr. Santosh KumarBajaj as Director of the Company who was liable to retire
by rotation in the Annual General Meeting of the Company held on 27thSeptember 2019.
(iv) . Mr. Nishant Garodia Non-Executive and Non-Independent Director due to hispre-occupation elsewhere has tendered his resignation with
effect from 13th Day of November 2019.
(v) . In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Mahendra
Kumar Agarwal Non-executive Director of the Company is liable to retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. In view of his considerable experience Directors of your companyrecommend his re-appointment as Director of the Company.
(vi) . Mr. Kamakhya Chamaria (DIN: 00612581) Vice Chairman & Managing Director ofthe Company had appointed as Managing Director for term of three consecutive years to holdoffice upto 29th September 2020. In accordance with the provisions of Section196 197 and 203 of the Companies Act 2013 after considering his knowledge expertise andexperience in his respective field the Board of Directors at their meeting held on 14thSeptember 2020 has on recommendation of Nomination and Remuneration Committee and subjectto approval of members in the ensuing Annual General Meeting approved the re-appointmentof Mr. Kamakhya Chamaria as Managing Director of the Company for a further period of 3Years w.e.f. 30th September 2020.
Further the Board recommends the re-appointment of Mr. Kamakhya Chamaria as ManagingDirector of the Company not liable to retire by rotation to hold office for threeconsecutive years i.e. till September 29 2023.
Brief particulars of Directors eligible for reappointment / appointment are annexed tothe Notice convening the 21st Annual General Meeting of the Company.
(vii). The Key Managerial Personnel of the Company are:
Managing Director- Mr. Kamakhya Chamaria
Chief Executive Officer-Mr. Mukesh Kr. Shovasaria
Chief Financial Officer: Mr. Rajesh Aggarwal
Company Secretary: Ms. Deepa(appointed w.e.f. 12.11.2020)
Further all other relevant details with regard to Board of Directors and KeyManagerial Personnel described in the Corporate Governance Report "Annexure-6"formingpart of this Annual Report.
22. DECLARATION BY INDEPENDENT DIRECTOR
On this date of Report Mr. Dhanpat Ram Agarwal Mr. Shyam Agarwal Mr. Puran Chand andMrs. Renu Kejriwal are Independent Directors on the Board of your Company and incompliance with section 149(7) of the Companies Act 2013 all of the independent directorshave submitted their declaration that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act 2013 and also they have complied with the Codefor Independent Directors prescribed in Schedule IV to the Act and Listing Regulations.
Your Board of Directors formed the opinion that the Independent Directors of theCompany are maintaining highest standard of integrity and possessing expertise requisitequalifications and relevant experience for performing their role as Independent Directorsof the Company. With regard to proficiency all the independent directors of the Companyhave registered themselves in the Data Bank maintained with Indian Institute of CorporateAffairs (IICA) Manesar. In terms of Section 150 ofthe Companies Act 2013 and Rule 6(4)of Companies (Appointment and Qualification of Directors) Rules 2014 the IndependentDirectors are required to undertake an online proficiency self-assessment test conductedby the IICA within a period of one year from the date of inclusion of his name in the databank Mr. Dhanpat Ram Agarwal is exempted from qualifying proficiency test due to hisrelevant expertise in listed public Company for a total period of not less than ten yearsas on the date of inclusion of his name in the databank. However Mr. Shyam Agarwal Mr.Puran Chand and Mrs. Renu Kejriwal Independent Directors of the Company will appear foronline proficiency test within one year from the date of inclusion of his name in the databank.
23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the cementindustry scenario the socio-economic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopments so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.
The familiarization program is available on the Company's website may be accessed byclicking on below web link:
24. MEETINGS OF THE BOARD
During the Financial Year 2019-20 5 (Five) Board meetings 4 (Four) Audit CommitteeMeetings and 3 (Three) Nomination & Remuneration Committee Meetings were convened. Thedetails of which are given in the Corporate Governance Report forming part of the AnnualReport.
Further we affirm that 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.
25. MEETINGS OF INDEPENDENT DIRECTORS
During the year under review a meeting of Independent Directors was held on Thursdaythe 13thDay of February 2020 wherein the performance of the Non-IndependentDirectors and the Board as a whole was reviewed. The Independent Directors at theirmeeting also inter alia assessed the quality quantity and timeliness of flow ofinformation between the Company management and the Board of Directors of the Company.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134 (3) (c) read with Section 134 (5) of theCompanies Act 2013 the Directors hereby confirm and state that:
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 as at March 31 2020 and of the profitand 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 directors had laid down internal financial controls to be followed by thecompany and that the internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year 2019-20 asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached separately as "Annexure 1" andforms part of this Report.
28. AUDITORS & AUDITORS' REPORT
28.1 Statutory Auditors and Audit Report
Pursuant to Section 139 of the Companies Act 2013 M/s P.K. Lakhani & Co.Chartered Accountants (Firm Registration No. 014682-N) Statutory Auditors of the Companyhave been appointed by the members at the Eighteenth Annual General Meeting to hold officefor a period of 5 years from the date of such meeting held on 28th September2017.
Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment)Act 2017effective from 7th May 2018 the requirement of seeking ratification of Membersfor the appointment of the Statutory Auditors has been withdrawn. Therefore ratificationby the Members is not being obtained at the ensuing AGM.
The Audit Report submitted by Statutory Auditor on Annual Standalone & ConsolidatedFinancial Statement for the Financial Year 2019-20 does not contain any qualificationreservation or adverse remark or disclaimer. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any furthercomments. The Auditors have also not reported any matter under Section 143(12) of theCompanies Act 2013.
28.2 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 records maintained by the Company inrespect of its manufacturing activity are required to be audited. Your Directors on therecommendation of the Audit Committee re-appointed M/s. Nirmalendu Kar Purkayastha CostAccountants (Firm Regn. no. 100103) as Cost Auditors of the Company for the financial year2019-20 in the Board Meeting held on August 13 2019.
M/s. Nirmalendu Kar Purkayastha Cost Accountants (Firm Regn. no. 100103) confirmedeligibility to be re -appointed as Cost Auditors of the company and expressed hiswillingness to be re-appointed for the financial year 2020-21. The Board of Directors onrecommendation of the Audit Committee has re-appointed M/s. Nirmalendu KarPurkayasthaCost Accountants (Firm Regn. no. 100103) as the cost auditors of the Companyfor the financial year 2020-21 at remuneration of Rs. 30000/- subject to ratification oftheir remuneration by shareholders in the ensuing Annual General Meeting of the Company.
As required under the Act the remuneration payable to cost auditors has to be placedbefore the Members at general meeting for ratification. Hence a resolution for the sameforms part of the Notice of the ensuing AGM.
The Cost Audit Report for the Financial Year 2018-19 has been duly filed with theMinistry of Corporate Affairs.
The Audit Committee has also received a Certificate from the Cost Auditor certifyingtheir independence and arm's length relationship with the Company.
28.3 Secretarial Auditor & Secretarial Audit Report
In terms of Section 204 of the Companies Act 2013the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and on the recommendation of the AuditCommittee the Board of Directors of the Company has appointed M/s. Shailendra Roy &Associates Company Secretaries as Secretarial Auditor of the Company for the financialyear 2019-20. Secretarial audit report as provided by M/s. Shailendra Roy &Associates Company Secretaries is also annexed to this Report in the prescribed FormMR-3 as "Annexure-2". The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer. The report is self-explanatoryand therefore do not call for any further comments.
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Goombira Tea Company Limited and Valley Strong Cements (Assam) Limitedwholly owned material Subsidiaries of the Company are liable to undertake secretarialaudit and reports submitted by secretarial auditor is annexed herewith and marked as "Annexure2A" and "Annexure 2B" respectively. The reports are self-explanatoryand therefore do not call for any further comments.
Further M/s. Shailendra Roy & Associates Company Secretaries eligible to bere-appointed as Secretarial Auditors of the company and expressed their willingness to bere-appointed for the financial year 2020-21. The Board of Directors on recommendation ofthe Audit Committee has re-appointed M/s. Shailendra Roy & Associates CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2020-21.
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 "Annexure3".
Further in terms of Section 134 (3) (a) of the Companies Act 2013 the annual returnof the Company has been placed on the Company's website of the Company atwww.barakcement.com.
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 "Annexure4".
32. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The details relating to the ratio of the remuneration of each director to the medianemployee's remuneration and other prescribed details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 along with a statement containing particulars ofemployees as required under Section 197 of Companies Act 2013 read with Rule 5 (2) and(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith and marked as "Annexure 5".
33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In accordance with Section 134(5)(e) of the Companies Act 2013 and Rule 8(5)(viii) ofCompanies (Accounts) Rules 2014 the Company has an Internal Financial Control Policy andProcedures commensurate with the size and nature of operations and financial reporting.The Company has defined standard operating procedures covering all functional areas likesales marketing materials fixed assets etc.
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. The AuditCommittee periodically reviews the adequacy and effectiveness of internal control systems.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
34. CORPORATE GOVERNANCE
Your Directors are committed to achieving the highest standards of ethics corporategovernance and continue to comply with the Code of Conduct. The endeavour is to enhancethe reputation of the Company as a responsible and sustainable company in order to attractas well as retain talents customers suppliers investors and to maintain fulfillingrelationships with the communities.
In compliance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Corporate GovernanceReport for the Financial Year 2019-20 as required under SEBI(LODR) Regulations of theCompany is attached herewith and marked as "Annexure-6" forms part ofthis Report. The requisite certificate(s) from the Secretarial Auditor of the Companyconfirming compliance with the conditions of Corporate Governance and from CompanySecretary in practice that none of the Directors of the Company have been debarred ordisqualified from being appointed or continuing as Directors of the Company by Securitiesand Exchange Board of India/ Ministry of Corporate Affairs or any such authority isattached to the Corporate Governance Report.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the Financial Year 2019-20 the regulators or courts or tribunals have notpassed any significant or material order impacting the going concern status and Company'soperations in future.
36. COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS ANDINDIAN ACCOUNTING STANDARDS
During the Financial Year 2019-20 the Company has complied with all the applicableSecretarial Standards as recommended by the Institute of Company Secretaries of India. TheCompany has also complied with all relevant Indian Accounting Standards referred inSection 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards)Rules 2015 while preparing the financial statements.
37. CHANGE IN NATURE OF BUSINESS IF ANY
During the Financial Year 2019-20 there has not been any change in the nature ofbusiness of the Company.
38. CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Compliance Certificate furnished by CEO/ CFO asspecified in Part B of Schedule II of Listing Regulations has been submitted to the Boardof Directors and a copy thereof is contained in this Annual Report.
39. GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders. To support the Green Initiative' members who have not registeredtheir email addresses are requested to register the same with the Company's Registrar andShare Transfer Agent/ Depositories for receiving all communications including AnnualReport Notices Circulars etc. from the Company electronically.
40. CAUTIONARY STATEMENT
Statements in the Directors Report and the Management Discussion and Analysisdescribing the company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the company's operations include: domestic demand and supply conditionsaffecting selling prices new capacity additions availability of materials and theircost changes in government policies and tax laws economic development of the countryand other factors which are material to the business operations of the company.
The Directors take this opportunity to express their deep sense of gratitude to thebanks financial institutions stakeholders business associates Central and StateGovernments for their co-operation continued guidance support and look forward to theircontinued support in future. The Directors would also like to place on record the sincerededication commitment and hardwork of our employees and their contribution to yourCompany's performance. We are deeply grateful for the confidence and faith that you havealways reposed in us.
| || ||For BARAK VALLEY CEMENTS LIMITED |
| ||Kamakhya Chamaria ||Santosh Kumar Bajaj |
| ||(Vice Chairman & Managing Director) ||(Director) |
| ||DIN : 00612581 ||DIN: 00045759 |
| ||Add: 48/72 West Punjabi Bagh ||Add: Bajaj Engineering Co Compound |
| ||New Delhi-110026 ||F A Road Kumarpara Guwahati Assam- 781009 |
|Place: New Delhi || || |
|Date: 12.11.2020 || || |