To

The Members,

Barak Valley Cements Limited

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

1. FINANCIAL RESULTS

The summary of your Company’s financial performance during Financial Year ended 31st March, 2015 is as under:

(Rs. in Lacs)

Standalone Consolidated
Particulars Year Ended as at 31st March, 2015 Year Ended as at 31st March, 2014 Year Ended as at 31st March, 2015 Year Ended as at 31st March, 2014
Revenue from Operations (net) 12843.22 10,360.88 15739.48 12,391.87
Other Income 67.77 27.64 69.50 30.16
Total Sales & other Income 12910.99 10,388.52 15808.99 12,422.03
Income before Finance cost, Depreciation and Amortization and Income tax 1453.60 1,213.34 1851.99 1,230.66
Less: Depreciation and Amortization expenses 395.23 493.84 634.98 819.33
Profit before Interest and Income Tax 1058.37 719.50 1217.01 411.33
Less: Finance Cost 694.89 792.49 1129.49 1,153.26
Profit/Loss before Income Tax and exceptional items 363.48 (72.99) 87.52 (741.93)
Less: Exceptional Items 6.09 (12.04) (181.37) (38.10)
Less: Provision for Income tax - - - -
- Earlier year provisions written back - - - (0.66)
- Current Income Tax - - - -
- Deferred Tax liability/(Assets) (1.71) (20.66) 4.69 (16.74)
Profit/Loss After tax 359.10 (64.37) (98.54) (763.95)
Less: Balance brought forward from last year 4070.05 4,134.42 1890.78 2,654.74
Less: Depreciation Adjusted due to transition effect - - (70.03) -
Profit available for appropriation 4429.15 4,070.05 1722.21 1,890.79
Less: Appropriations:
Transfer to General Reserves
Proposed Dividend on Equity shares
Corporate Dividend Tax - - - -
Balance Transfer to Reserve and Surplus 4429.15 4,070.05 1722.21 1,890.78

2. SUBSIDIARIES

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

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

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

3. ASSOCIATE COMPANIES

During the year under report, your Company has disinvested/sold 1,20,000 Equity shares of North East Power and Infra Limited its Associate Company. However, out of 1,20,000 Equity shares of North East Power and Infra Limited 40,000 equity shares were sold to Astir Impex Private Limited and remaining 80,000 shares were sold to Karbi Trade and Industries Limited. Hence, North East Power and Infra Limited ceases to be the Associate Company of your Company and in pursuant to Section 2(6) of the Companies Act, 2013 your Company does not have any other Associate Company during the year under report.

4. CHANGES IN CAPITAL STRUCTURE

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

As at 31st March, 2015 the paid-up capital of the Company was Rs. 22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no change in capital structure of your Company during the year under report.

5. OPERATIONS

5.1 Standalone

The Standalone turnover of the Company stood at Rs. 12843.22 Lakhs during the year 2014-15, which has been increased in comparison to previous year turnover of Rs. 10360.88 Lakhs. Your Company has earned a profit of Rs. 359.10 Lakhs during the financial year 2014-15, in comparison with the previous year losses of Rs. 64.37 Lakhs.

5.2 Consolidated

Pursuant to the requirements of Clause 32 of the Listing Agreement, the audited consolidated financial results along with the standalone financial results in this Annual Report. During the year 2014-15 the consolidated revenue from operations has been increased to Rs. 15739.49 Lakhs as compared to Rs. 12,391.86 Lakhs in the period 2013-14. The consolidated loss has also decreased from Rs. 763.96 Lakhs in 2013-14 to Rs. 98.54 Lakhs during the financial year 2014-2015.

6. DIVIDEND

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

7. PUBLIC DEPOSITS AND BUY BACK OF SHARES

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

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements as prescribed in the Annual Report.

9. TRANSFERRED TO RESERVES

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

10. STATE OF COMPANY’S AFFAIRS

The Company is principally engaged in the business of manufacturing of cement of different grades and is marketing its product under the brand name "Valley Strong Cement" and has also diversified its business in Power Generation and Tea Cultivation lines through its subsidiaries.

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

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

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

12. RELATED PARTY TRANSACTIONS

In the view of the provision of Section 188 of the Companies Act, 2013 read with rules made there under and the Listing Agreement, all the Related Party Transactions placed before the Audit Committee and also before the Board for approval. All the related party transactions that were entered into during the financial year with subsidiaries were on an arm’s length basis and were in the ordinary course of business, hence no approval of shareholders in the General Meeting were obtained for executing such transactions. Your Company had developed a policy on materiality of Related Party Transactions for the purpose of identification and monitoring of such related transactions.

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

In Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosures with respect to contracts/arrangements/transactions of its related parties has been prescribed Form-AOC-2 i.e. given separately as "Annexure A" and forms part of this Report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

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

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

14. RISK MANAGEMENT

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

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

16. ENVIRONMENT AND SAFETY

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

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Existing Directors Composition of the Company has an adequate mix of Executive and Independent Directors to ensure and maintain the independence of the Board, and separate its functions of Governance and management. As on March, 31 2015, the Board comprises of 10 members 5 (Five) of whom are Executive and 5 (Five) are Independent Directors (including One Women Director in pursuant to the compliance of Section 149 of the Companies Act, 2013). The Board periodically evaluates the need for its change in its composition and size.

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

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal evaluation is need to be made by the board of its own performance and the performance of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the Independent director shall be done by the entire Board of Director excluding the Director being evaluated. The criteria in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. DIRECTORS

Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Sh. Bijay Kumar Garodia and Sh. Santosh Kumar Bajaj, Executive Directors of the Company are liable to retire by rotation and being eligible, offers themselves for re-appointment.

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

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

20. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria defined under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

21. BOARD MEETINGS

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

22. DIRECTORS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. AUDITORS

23.1Statutory Auditors

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

Considering their work experience, knowledge and profile the Board of Directors proposes the Re-appointment of M/s Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company on the recommendation of Audit Committee, to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of 18th Annual General Meeting and to fix their remuneration.

23.2Cost Auditors and Cost Audit Report

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

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

24. AUDIT COMMITTEE

Your Company has an Audit Committee, in terms of Companies Act, 2013 and that of Listing Agreement, further details of Audit Committee are given in the Corporate Governance Report.

25. INDEPENDENT AUDITORS’ REPORT

Statutory Auditor had on the basis of examination and scrutiny of books, records, financial statements and other information thereon had ratified that there has been No Qualifications, Reservation or Adverse Remarks or Disclaimer in the Independent Auditor’s Report. However, notes on Accounts referred to the Independent Auditor’s Report are self explanatory and thereafter do not call for further comments. The Board considering the aforesaid acclaimed the conduct of business operation and management of the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS

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

27. SECRETARIAL AUDITOR & AUDIT REPORT

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

28. INSURANCE

All the properties of the Company including building, plant and machinery and stocks, where necessary and to the extent required have been adequately insured against major risks.

29. EXTRACT OF ANNUAL RETURN

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".

31. PARTICULARS OF EMPLOYEES

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

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

33. CORPORATE GOVERNANCE REPORT

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

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

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

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

35. APPRECIATION

Your Directors would like to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Central and the State Government and other Regulatory Authorities for their assistance, continued support, co-operation and guidance during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

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

Annexure A

Form No. AOC-2

Particulars of Contracts/arrangements made with the related parties

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

This Form pertains to the disclosure of particulars of contracts/arrangements/transactions entered into by the company with related parties referred to sub-section (1) of Section 188 of companies Act, 2013, including certain arms length transactions under third proviso thereto.

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

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

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

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

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

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

Annexure C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

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

To,

The Members,

BARAK VALLEY CEMENTS LIMITED

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

Sir,

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

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

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

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

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

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

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

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

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

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

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

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

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

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

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

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

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

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

vi. Other laws as applicable specifically to the company:

a. Cement (Quality Control) Order, 2003

b. Petroleum Act, 1934

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

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

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

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

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

I further report that:

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

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

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

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

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

i. Section 180 (1) (a) of the Companies Act, 2013: To mortgage and /or create charge on movable and / or immovable assets and properties of the company, wherever situated, present and future, whether presently belonging to the company or not, in favor of Banks/Financial Institutions and other investing agencies to secure rupee/foreign Currency Loans and working capital facilities and other credit availed or proposed to be availed by the company up to a sum not exceeding Rs. 200,00,00,000/-(Rupees Two Hundred Crore only).

ii. Section 180 (1) (c) of the Companies Act, 2013 (Act): To borrow from time to time any sum or sums of money, which together with the monies already borrowed by the company (apart from temporary loans obtained or to be obtained from time to time from the bankers of the company in the ordinary course of business) shall not exceed in aggregate at any time of Rs. 200,00,00,000/ - (Rupees Two Hundred Crore only) irrespective of the fact that such aggregate amount of borrowing outstanding at any time may exceed the aggregate for the time being of the paid-up capital of the company and free reserves, that is to say, reserves not set apart for any specific purpose.

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

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

Annexure A to Secretarial Audit Report

To,

The Members,

BARAK VALLEY CEMENTS LIMITED

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

Sir,

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

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

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

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

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

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

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

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

Annexure D FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

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

I. REGISTRATION & OTHER DETAILS:

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

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

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

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

i. Category-Wise Shareholding

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

(ii) Shareholding of Promoters & Promoters’ Group

Shareholding at the Beginning of the year Shareholding at the end of the year
Sr. No. Shareholders Name No of Shares % of total shares of the Company % of Shares pledged/ encumbered to total shares No of Shares % of total shares of the Company % of Shares pledged/ encumbered to total shares % Change in shareholding during the year
1 Prahlad Rai Chamaria 1,984,800 8.96 0 1,984,800 8.96 0 0
2 Bijay Kumar Garodia 2,162,650 9.76 0 2,162,650 9.76 0 0
3 Santosh Kumar Bajaj 1,884,500 8.50 0 1,884,500 8.50 0 0
4 Manju Goel 170,340 0.77 0 170,340 0.77 0 0
5 Manish Kumar Bajaj 195,000 0.88 0 195,000 0.88 0 0
6 Sarika Jalan 1,500 0.01 0 1,500 0.01 0 0
7 Kailash Prasad Chamaria(Karta) for Gouri Shankar Kailash Prasad (HUF) 234,500 1.06 0 234,500 1.06 0 0
8 Kailsh Prasad Chamaria 250,000 1.13 0 250,000 1.13 0 0
9 Sushil Kumar Bajaj 593,500 2.68 0 593,500 2.68 0 0
10 Rashmi Bajaj 39,000 0.18 0 39,000 0.18 0 0
11 Bhagwati Devi Bajaj 90,000 0.41 0 90,000 0.41 0 0
12 Sushil Kumar Bajaj (Karta) for Sushil Kumar Bajaj (HUF) 12,500 0.06 0 12,500 0.06 0 0
13 Purushottam Lal Bajaj (Karta) for Purushottam Lal Bajaj (HUF) 96,500 0.44 0 96,500 0.44 0 0
14 Santosh Kumar Bajaj (Karta) for S.K. Bajaj 7 others (HUF) 64,000 0.29 0 64,000 0.29 0 0
15 Ashish Kumar Bajaj 141,500 0.64 0 141,500 0.64 0 0
16 Devashish Bajaj 461,000 2.08 0 461,000 2.08 0 0
17 Yashita Bajaj 100,000 0.45 0 100,000 0.45 0 0
18 Swati Bajaj 100,000 0.45 0 100,000 0.45 0 0
19 Kamakhya Chamaria 340,000 1.53 0 340,000 1.53 0 0
20 Ratna Chamaria 240,000 1.08 0 240,000 1.08 0 0
21 Rajendra Chamaria (Karta) for Rajendra Udyog 259,000 1.17 0 259,000 1.17 0 0
22 Kamakhya Chamaria (Karta) for Hardeo Das Kamakhya Prasad (HUF) 289,000 1.30 0 289,000 1.30 0 0
23 Prahlad Rai Chamaria (Karta) for G.S. Chamaria & Sons (HUF) 39,000 0.18 0 39,000 0.18 0 0
24 Prahlad Rai Chamaria (Karta) for Prahlad Rai Vinay Kumar (HUF) 100,000 0.45 0 100,000 0.45 0 0
25 Kiran Agarwal 357,449 1.61 0 357,449 1.61 0 0
26 Mahendra Kumar Agarwal 1,762,632 7.95 0 1,762,632 7.95 0 0
27 Bina Garodia 7,000 0.03 0 7,000 0.03 0 0
28 Nishant Garodia 10,000 0.05 0 10,000 0.05 0 0
29 Aristo Building Materials Pvt. Ltd. 100,000 0.45 0 100,000 0.45 0 0
30 Om Infracon Pvt. Ltd. 935,000 4.22 0 935,000 4.22 0 0
31 Sushil Kumar Goel (Karta) for S.K. Goel & Sons (HUF) 61,150 0.28 0 61,150 0.28 0 0
Total 13,081,521 59.03 0 13,081,521 59.03 0 0

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

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

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

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl. No. For Each of the Top Ten Shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Laxmi Chamaria 291,700 1.32 291,700 1.32
2 Rahul Chamaria 287,500 1.30 287,500 1.30
3 Gayatri Chamaria 247,900 1.12 247,900 1.12
4 Amritansh Chamaria 243,200 1.10 243,200 1.10
5 Nikhil Kumar Bajaj 240,000 1.08 240,000 1.08
6 Sachin Chamaria 227,800 1.03 227,800 1.03
7 Rohit Todi 99,551 0.45 219,551 0.99
8 Renu Chamaria 212,200 0.96 212,200 0.96
9 Ramesh Kumar Sarawagi 207,800 0.94 207,800 0.94
10 Amit Agarwal 191,400 0.86 191,400 0.86

v. Shareholding of Directors and Key Managerial Personnel

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

V. INDEBTEDNESS

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

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

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

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

(figures in Rs.)

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

B. Remuneration to other Directors

(figures in Rs.)

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

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

(figures in Rs.)
Particulars of Remuneration Key Managerial Personnel
Kamakhya Chamaria CEO (CEO and MD are same) Bhavna Jangid, Company Secretary Sushil Kumar Kothari, CFO TOTAL
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 5,00,000 3,60,000 0 8,60,000
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0
c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission- as % of profit- others, specify… 0 0 0 0
5 Others, please specify 0 0 0 0
Total 5,00,000 3,60,000 0 8,60,000

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

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

Annexure E

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

A) CONSERVATION OF ENERGY-

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

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

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

iii. Double Drive of Drag Chain.

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

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

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

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

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

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

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

iv. To use Tyre Dust with Pulverized Coal.

v. Installation of Additional Compressor in Preheater Air Blasters.

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

vii. To provide Offline Precalciner.

c) The capital investment on energy Conservation equipments-

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

B) TECHNOLOGY ABSORPTION-

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

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

Direct Firing of Saw Dust and Bamboo Dust

Use of Tyre Dust.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Benefit derived as a result of the above efforts

Saving in Coal by 1.5% to 2%

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year), following information may be furnished: During the year, the Company has not imported technology, therefore the required information is not required to be furnished.

(iv) The expenditure incurred on Research and Development is Rs. 47,536/-

C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Due to demand supply gap in North Eastern areas, the Company is able to sell its entire production in the domestic market itself. Hence, the Company is not engaged in any relating to import or export.

Foreign Exchange Earned : Nil

Foreign Exchange Used : Rs. 73,48,002/- towards travelling expenses

Annexure F

DISCLOSURE IN DIRECTORS’ REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

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

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

Name of Director Remuneration (In Rs.) Median Remuneration (In Rs.) Ratio
Managing Director & Vice Chairman 5,00,000 1,03,296 4.36:1

During the year under report, No other director was remunerating except Mr. Kamakhya Chamaria, Vice Chairman & Managing Director of the Company as disclosed in the above table.

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

Name Designation Remuneration for Yr. 2014-15 (In Rs.) Remuneration for Yr. 2013-14 (In Rs.) Net Increase/ Decrease in Remuneration (In Rs.) Percentage Decrease/ Increase in Remuneration
Kamakhya Chamaria Vice Chairman & Managing Director 5,00,000 10,80,000 (580,000) 53.70%
Bhavna Jangid Company Secretary 3,60,000 262,800 97,200 36.99%
Total Remuneration 8,60,000 13,42,800 (4,82,800) 35.95

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

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

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

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

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

Remuneration paid to KMP(CS & MD) (In Rs.) Revenue (In Rs.) Remuneration (as a % of Revenue) Net Profit (In Rs.) Remuneration (as a % of Net Profit)
8,60,000 128,43,22,038 0.0669% 3,59,09,841 2.3949%

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

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

Particulars Unit As on 31.03.2015 As on 31.03.2014 Variation
Closing Rate at NSE Rs. 16.10 5.85 175.21%
Consolidated Earnings Per Share Rs. (0.44) (3.45) 87.24%
Market Capitalisation Rs. 35,67,76,000 12,96,36,000 175.21%
Price Earnings Ratio Ratio (36.90) (1.69) (34.9)

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

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

viii) Average Percentile Increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof: The Average percentile increase in the salaries of Employees of Company is 6.71%, in contrary there has been variation i.e. percentage decrease in the Remuneration paid to Managing Director is 53.70% and percentage increase in the remuneration paid to Company Secretary is 36.99%, Accordingly, there has been an overall decrease in the remuneration paid to Managerial Personnel. Due to the loss suffered by Company in the previous years, the Nomination and Remuneration Committee decided to reduce the Remuneration paid to Managerial Personnel in the current year, the ensuing details of the aforesaid been cited in the above point No.(v).

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

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

Particulars Remuneration for the FY 2014-15 (In Rs.) % of Revenue for FY 2014-15 % of Net Profit for FY 2014-15
Shri Kamakhya Chamaria- Vice Chairman & MD 5,00,000 0.3893% 1.3924%
Smt. Bhavna Jangid- CS 3,60,000 0.2803% 1.0025%

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

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

Remuneration of Highest paid director for FY 2015 (In Rs.) Remuneration of Employees for FY 2015 (In Rs.) Ratio
5,00,000 1,03,91,448 0.0482

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

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

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

b) The Aggregate remuneration drawn by Employee is in excess of that drawn by the Managing Director/Whole time Director/Manager and holds by himself and his spouse and dependents not less than two percent of the equity shares of the Company: There is no such Person in the Employment of the Company.