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Barak Valley Cements Ltd.

BSE: 532916 Sector: Industrials
NSE: BVCL ISIN Code: INE139I01011
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OPEN 12.84
PREVIOUS CLOSE 12.23
VOLUME 10
52-Week high 19.55
52-Week low 9.50
P/E 8.18
Mkt Cap.(Rs cr) 28
Buy Price 11.63
Buy Qty 325.00
Sell Price 12.75
Sell Qty 91.00
OPEN 12.84
CLOSE 12.23
VOLUME 10
52-Week high 19.55
52-Week low 9.50
P/E 8.18
Mkt Cap.(Rs cr) 28
Buy Price 11.63
Buy Qty 325.00
Sell Price 12.75
Sell Qty 91.00

Barak Valley Cements Ltd. (BVCL) - Director Report

Company director report

To

The Members

Barak Valley Cements Limited

The Directors of your Company are pleased to present the 20th Annual Reporttogether with the Company's Audited Financial statements (Standalone and Consolidated) forthe Financial Year ended 31st March 2019.

1. FINANCIAL RESULTS

The highlights of the financial performance of the Company for the financial yearended 31st March 2019 as compared to the previous financial year are as under:

(Rs. in Lacs)

Standalone Consolidated
Particulars Year Ended as at Year Ended as at Year Ended as at Year Ended as at
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Revenue from Operations (net) 13966.71 15178.64 14845.26 15949.97
Other Income 379.53 70.29 413.00 59.57
Total Sales & other Income 14346.24 15248.93 15258.26 16009.54
Income before Finance cost Depreciation and 1748.95 1885.64 1875.26 1873.02
Amortization and Income tax
Less: Depreciation and Amortization expenses (586.85) (601.74) (678.96) (716.62)
Profit before Interest and Income Tax 1162.10 1283.90 1196.30 1156.41
Less: Finance Cost (801.10) (929.88) (1097.47) (1344.85)
Profit/(Loss) before Income Tax and exceptional items 361.00 354.02 98.83 (188.45)
Less: Provision for Income tax
-Current Income Tax 75.57 73.07 76.65 73.07
-Deferred Tax liability/(Assets) (17.57) (1.97) (11.70) (1.50)
-Earlier year provisions written back
0.28 - 0.28 (31.90)
Profit/(Loss) After tax 302.72 282.91 33.60 (228.12)

2. STATE OF COMPANY'S AFFAIRS

The Company is principally engaged in the business of manufacturing of cement ofdifierent 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. The Company's gross turnover decreased by 8% to Rs.13966.71 Lacs during the year compared to Rs. 15178.64 Lacs in previous year. ProfitAfter Tax increased to 302.72 Lacs compared to Rs. 282.91 Lacs.

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

3. SUBSIDIARIES

Your Company has seven wholly owned subsidiaries viz. (i) Cement International Limited(ii) Badarpur Energy Private Limited (iii) Meghalaya Minerals and Mines Limited(iv)Singlacherra Tea Company Private Limited (v) Goombira Tea Company Limited (vi) ChargolaTea Company Private Limited and (vii) Valley Strong Cements (Assam) Limited during theyear under review. Cement International Limited is engaged in the business ofmanufacturing of Cement Clinker. During the year under review the Company's gross revenuewas NIL.

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 year under review the Company's gross revenue was Rs. 1269.49 lacs.

Singlacherra Tea Company Private Limited is engaged in the business of the extractionof Tea leaves. During the year under review the Company's gross revenue was Rs. 78.89lacs.

Goombira Tea Company Limited is engaged in the business of the extraction of Tealeaves. During the year under review the Company's gross revenue was Rs. 535.61 lacs.

Chargola Tea Company Private Limited is engaged in the business of the extraction ofTea leaves. During the year under review the Company's gross revenue was Rs 9.69 lacs.

Valley Strong Cements (Assam) Limited wholly owned subsidiary of your Company has notcommenced its commercial production. The annual accounts of the subsidiary companies willalso be kept open for inspection at the Head Office of the Company. The ConsolidatedFinancial Statements presented by the Company include the financial results of itsSubsidiary Companies.

The policy for determining material subsidiaries is adopted by board and is availableat the Website of the 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 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 (Ind AS) 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 ofSection 136 of the Act the Financial Statements of the subsidiary companies are availablefor inspection by the Members at the Registered Office of the Company. The Company shallalso provide a copy of the financial statements of its subsidiary companies to the Membersupon their request.

5. CHANGES IN CAPITAL STRUCTURE

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

As at 31st March 2019 the paid-up share 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.

6. OPERATIONS

6.1 Standalone

The Standalone turnover of the Company stood at Rs. 13966.71 Lacs during thefinancial year 2018-19 which has been decreased in comparison to previous year turnoverof Rs. 15178.64 Lacs. Your Company has earned a Profit of Rs. 302.72 Lacs during thefinancial year 2018-19 in comparison with the previous year Profit of Rs. 282.91 Lacs.The annual production of cement and clinker during financial year 2018-19 is 236223 MTand 178852 MT respectively.

6.2 Consolidated

During the year 2018-19 the consolidated revenue from operations has been decreased toRs. 14845.26 Lacs as compared to Rs. 15949.97 Lacs in the period 2017-18.Further therewas consolidated Profit of Rs. 33.60 Lacs in the financial year 2018-19 as compared to theconsolidated loss of Rs. (228.12) Lacs during the financial year 2017-2018.

7. DIVIDEND

After considering the financial and non financial factors prevailing during thefinancial year 2018-19 the Board of Directors have decided not to recommend dividend thisyear.

8. PUBLIC DEPOSITS AND BUY BACK OF SHARES

In Financial Year 2018-19 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 2019.

Further No Buy Back of Shares was proposed or pending during the financial year endedon 31st March 2019.

9. 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 in theAnnual Report of financial year 2018-19.

10. TRANSFER TO RESERVES

In Financial Year 2018-19 Your Directors do not propose to transfer any amount to theGeneral Reserve of the Company.

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

ere 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. afiecting the financial position of the Company.

12. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All the 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 and the Listing Regulations. ere are no materially significant related partytransaction made by the Company with Promoters Directors or Key Managerial Personnel etc.which may have potential confiict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with the AccountingStandards.

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 isuploaded on the Company's website at the below mentioned Link:(http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf).

13. COMMITTEES OF THE BOARD OF DIRECTOR'S

13.1 e Audit Committee comprises of Mrs. Renu Kejriwal Mr. Kamakhya Chamaria and Mr.Shyam Agarwal. The Committee comprises of a majority of independent directors withMrs.Renu Kejriwal being the Chairman. Further details relating to the Audit Committee areprovided in the Corporate Governance Report forming part of this Annual Report. Duringthe year under review all recommendations made by the Audit Committee were accepted bythe Board.

13.2 In terms of Section 177(8) of the Companies Act 2013 the composition and terms ofreference of Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee have been furnished in the Corporate Governance Report forming partof this Annual Report. Further during the period under review there was no instancewhere the recommendations of Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee were not accepted by the Board.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance with Section 177 (10) of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Company has adopted awhistle blower policy and has established the necessary vigil mechanism for EmployeesDirectors and Senior Executives to report concerns about unethical behavior actual orsuspected fraud or violation or any illegal or unethical practices of the Company's codeof conduct and ethics policy.

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 at the followinglink: http://www.barakcement.com/index384c.html.

The contact details of the Vigilance and Ethics Officer is as under:-Namefi– Mr.Mukesh Kumar Shovasaria Addressfi-Debendra Nagar Jhoombasti P.O. Badarpur Ghat Distt.Karimganj Assam-788803 E-mail-magarwal.bvcl@gmail.com Contact No.- +91-9435078960

15. RISK MANAGEMENT

The Company has been addressing various risks impacting the Company includingdetails of significant changes in key financial ratios which is more fully provided inannexed Management Discussion and Analysis. The Company has a robust risk managementprocess to identify key risks across the Group and prioritise action plans to mitigatethem. The proceedings of the review process include discussions on the management'ssubmissions on risks prioritization of key risks and approval of action plans to mitigatesuch risks. Some of the uncertainties and risks that can afiect the business aretechnological changes changing customer preferences and behavior competition volatilityin prices of cement and macro-economic factors such as an economic slowdown.

15A.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. erefore there is nodisclosure to ofier in terms of SEBI circular no. SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141dated 15th November 2018.

16. 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.

17. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace andtowards this end has adopted a policy in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder. All employees (permanent contractual temporary trainees) are covered underthe said policy. An Internal Complaints Committee has also been set up to redresscomplaints received on sexual harassment. During the financial year under review theCompany has not received any complaints of sexual harassment from any of the womenemployees of the Company.

Your Company is committed to ensure that all are treated with dignity and respect andprovide for protection against sexual harassment of women at workplace and redress all thecomplaint in this regard.

Further in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Sexual Harassment Act") andrules made there under the Company has put in place a Policy on ‘Prevention ofSexual Harassment'. We agirm that adequate access has been provided to complainants whowish to register a complaint under the policy.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Existing Composition as on date of report of Directors of your Company has anadequate mix of Executive Non-Executive and Independent Directors to ensure and maintainthe independence of the Board and separate its functions of Governance and Management. Ason March 31 2019 the Board comprises of 7 members out of which 3 (ree) are Independent(including One Women Director) and 4 (Four) are Non- Independent Directors. Further as onthe aforesaid date the Company has 5 (five) non-executive directors and 2 (two) executivedirector e Board periodically evaluates the need for its change in its composition andsize.

The Nomination & Remuneration Committee of the Company has approved a policy onappointment and remuneration of director's which includes the criteria for determiningqualification positive attributes independence of director and other matters providedunder sub-section (3) of section 178.

The relevant details of the policy have been described in the Corporate GovernanceReport forming part of Annual Report of the Company. We also agirm that the Remunerationpaid to the directors is as per the terms laid out in the Nomination and Remunerationpolicy of the Company.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual performance evaluation of its IndependentDirectors and the Independent Directors also evaluated the performance of Non- IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess. The Board of Directors also evaluated the functioning/performance of AuditCommittee Stakeholders Relationship Committee and Nomination & Remuneration Committeeand expressed 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.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review the details of Directors and Key Managerial Personnelwere as follows: (i). Directors appointed as Additional Director on the Board of yourCompany:

• Mr. Shyam Agarwal (DIN: 08294059) aged about 66 years is appointed as anAdditional Director (Non-Executive & Independent) on the Board of the Company w.e.fNovember 14 2018 to hold Office upto the date of the ensuing Annual General Meeting. Inview of his considerable expertise and knowledge the Board of Directors and Nomination& Remuneration Committee recommends his appointment to the members as an IndependentDirector of the Company for a term of 5 consecutive years from the date of 20thAnnual General Meeting.

• Mr. Nishant Garodia (DIN: 00129815) aged about 32 years is appointed as anAdditional Director (Non-Executive) on the Board of the Company w.e.f. February 13 2019to hold Office upto the date of the ensuing Annual General Meeting. In view of hisconsiderable expertise and knowledge the board of Directors and Nomination &Remuneration Committee recommends his appointment to members of the Company.

• Mr. Puran Chand (DIN: 08468978) aged about 69 years is appointed as anAdditional Director (Non-Executive & Independent) on the Board of the Company w.e.fMay 29 2019 to hold Office upto the date of the ensuing Annual General Meeting In view ofhis considerable expertise and knowledge the Board of Directors and Nomination &Remuneration Committee recommends his appointment to the members as an IndependentDirector of the Company for a term of 5 consecutive years from the date of 20thAnnual General Meeting.

(ii). Directors ceased to be the Directors on the Board of your Company:

• Mr. Vishal More (DIN: 01513638) Independent and Non Executive Director of theCompany due to his pre-occupation elsewhere tendered his resignation w.e.f. August 132018.

• Mr. Bijay kumar Garodia (DIN: 00044379) Non Executive Director of the Companydue to his pre-occupation elsewhere has tendered his resignation w.e.f. February 132019.

• Mr. Ramesh Chandra Bajaj (DIN: 01054099) Independent and Non Executive Directorof the Company due to his preoccupation elsewhere tendered his resignation w.e.f. February13 2019.

• In terms of the Regulation 17(1A) of the SEBI (Listing Obligation andDisclosures Requirement) Regulations 2015 (hereinAfter referred to as ‘ListingRegulations') as amended vide SEBI (Listing Obligation and Disclosures Requirement)Regulations 2018 with efiect from 1st April 2019 no listed Company shall appoint orcontinue the Directorship of a Non-Executive Director who has attained the age of 75years unless a Special Resolution is passed to that efiect. In compliance with the aboveprovisions Mr. Prahlad Rai Chamaria aged 77 years (DIN: 00037589) Non Executive Directorof the Company and Mr. Brahm Prakash Bakshi aged 80 years (DIN: 00129132) Independent andNon Executive Director of the Company has tendered their Resignation from the directorshipof the company w.e.f. 31st March 2019.

(iii). In accordance with the Companies Act 2013 and Articles of Association of theCompany Mr. Santosh Kumar Bajaj Executive Directors of the Company is liable to retireby rotation at the ensuing Annual General Meeting and being eligible ofiers himself forre-appointment. In view of his considerable experience Directors of your companyrecommend his re-appointment as Director of the Company.

(iv). Independent Directors of the Company whose tenure be completed and eligible forre-appointment:

• Dr. Dhanpat Ram Agarwal (DIN: 00322861) and Mrs. Renu Kejriwal (DIN: 06768299)Independent and Non Executive Directors of the Company have been appointed for term offive consecutive years to hold Office upto the Conclusion of 20th AnnualGeneral Meeting and being eligible given their declaration that they continue to fulfilthe criteria of Independnce under Section 149(7) of the Companies Act 2013.

Considering their knowledge expertise and experience in their respective fields andthe substantial contribution made by these Directors during their tenure as an IndependentDirector since their appointment the Nomination & Remuneration Committee and theBoard has recommended the re-appointment of these Directors as Independent Directors onthe Board of the Company to hold Office for the second term of five consecutive years andnot liable to retire by rotation. (v). 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 Agarwal (from 13.08.2018)

• Company Secretary & Compliance Officer : Mr. Gaurav Aggarwal (from13.08.2018)

21. DECLARATION BY INDEPENDENT DIRECTOR

On this date of Report Mr. Dhanpat Ram Agarwal Mr. Shyam Agarwal Mr. Puran Chandand Mrs. 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.

22. 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 familiarizationprogram is available on the Company's website under the web link:http://www.barakcement.com/PDF/Company%20Policies/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT%20DIRECTORS.pdf

23. EQUAL OPPORTUNITY BY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employeesthat is free from discrimination and harassment including sexual harassment. It hasprovided equal opportunities of employment to all irrespective of their caste religioncolour marital status and sex.

23A. INDUSTRIAL RELATIONS

The industrial relations during the period under review geneally remained cordialat the plant.

24. BOARD MEETINGS

During the financial year 2018-19 4 (four) 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 AnnualReport. We agirm 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 Tuesdaythe 26th March 2019 wherein the performance of the Non-Independent Directors and theBoard as a whole was reviewed. The Independent Directors at their meeting also inter aliaassessed the quality quantity and timeliness of fiow of information between the Companymanagement and the Board of Directors of the Company.

26. DIRECTORS RESPONSIBILITIES 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 ofthe annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; b) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of afiairs ofthe Company as at March 31 2019 and of the Profit and loss of the Company for thatperiod; c) The directors had taken proper and suficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) The directors had prepared the annual accounts on a going concern basis; e) Thedirectors had laid down internal financial controls to be followed by the company and thatthe internal financial controls are adequate and were operating effectively;

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 2018-19 asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached separately as "Annexure A" andforms part of this Report.

28. AUDITORS & AUDITORS' REPORT

28.1 Statutory Auditors

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 2017 effective from 7th May 2018 the requirement of seekingratification of Members for the appointment of the Statutory Auditors has been withdrawn.erefore ratification by 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 2018-19 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 year2018-19 in the Board Meeting held on August 13 2018.

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 2019-20. The Board of Directors onrecommendation of the Audit Committee has re-appointed M/s. Nirmalendu Kar PurkayasthaCost Accountants (Firm Regn. no. 100103) as the cost auditors of the Company for thefinancial year 2019-20 at remuneration of Rs. 30000/- subject to ratification of theirremuneration 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 2017-18 has been duly filed with theMinistry of Corporate Afiairs.

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 2013 the 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 2018-19. 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-B". 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.

M/s. Shailendra Roy & Associates Company Secretaries eligibile to be re-appointedas Secreterial Auditors of the company and expressed his willingness to be re-appointedfor the financial year 2019-20. The Board of Directors on recommendation of the AuditCommittee has re-appointed M/s. Shailendra Roy & Associates Company Secretaries asthe Secretarial Auditors of the Company for the financial year 2019-20.

29. INSURANCE

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

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" and is also available on the website of the Company at www.barakcement.com.

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

The information on conservation of energy technology absorption and foreignexchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013read with Rule 8 of e Companies (Accounts) Rules 2014 is annexed herewith as

"Annexure D".

32. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The details relating to the ratio of the remuneration of each director to themedian employee's remuneration and other prescribed details in terms of Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial 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 E".

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations that ensures the orderly and eficient conduct of businessthe safeguarding of assets the prevention and detection of frauds and errors theadequacy and completeness of the accounting records and the timely preparation ofreliable financial information. 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 eficacy 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 ScheduleV of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 theCorporate Governance Report for the financial year 2018- 19 as required under SEBI LODRRegulations of the Company is attached hereto and forms part of this Report. The requisitecertificate(s) from the Secretarial Auditor of the Company confirming compliance with theconditions of Corporate Governance and from Company Secretary in practice that none of theDirectors of the Company have been debarred or disqualified from being appointed orcontinuing as Directors of the Company by Securities and Exchange Board of India/ Ministryof Corporate Afiairs or any such authority is attached to the Corporate Governance Report.

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

During the financial year 2018-19 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

During the financial year 2018-19 the Company has complied with all the applicableSecretarial Standards as recommended by the Institute of Company Secretaries of India.

37. 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 has beensubmitted to the Board of Directors and a copy thereof is contained in this Annual Report.

38. 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 maydifier materially from those expressed in the statement. Important factors that couldinfiuence the company's operations include: domestic demand and supply conditionsafiecting 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.

39. APPRECIATION

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation continued guidance support and look forward to their continued support infuture. The Directors would also like to place on record the sincere dedicationcommitment and hardwork of our employees and their contribution to your Company'sperformance. We are deeply grateful for the confidence and faith that you have alwaysreposed in us.

For BARAK VALLEY CEMENTS LIMITED
Sd/- Sd/-
Kamakhya Chamaria Santosh Kumar Bajaj
(Vice Chairman & Managing Director) (Director)
DIN : 00612581 DIN: 00045759
Add: 48/72 West Punjabi Bagh Add: Bajaj Engineering Co
New Delhi-110026 Compound F A Road Kumarpara
Guwahati Assam- 781009
Place: New Delhi
Date: 13.08.2019