Barak Valley Cements Ltd Directors Report.
Barak Valley Cements Limited
The Directors of your Company are pleased to present the 17th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2016.
1. FINANCIAL RESULTS
The summary of your Companys financial performance during Financial Year ended 31st March, 2016 is as under:
|(Rs. in Lacs)|
|Particulars||Year Ended as at 31st March, 2016||Year Ended as at 31st March, 2015||Year Ended as at 31st March, 2016||Year Ended as at 31st March, 2015|
|Revenue from Operations (net)||10921.65||12843.22||12779.78||15739.48|
|Total Sales & other Income||10953.00||12910.99||12811.46||15808.99|
|Income before Finance cost, Depreciation and Amortization and Income tax||745.41||1453.60||681.21||1851.99|
|Less: Depreciation and Amortization expenses||328.21||395.23||529.85||634.98|
|Profit before Interest and Income Tax||417.20||1058.37||151.36||1217.01|
|Less: Finance Cost||622.54||694.89||1014.83||1129.49|
|Profit/Loss before Income Tax and exceptional items||(205.34)||363.48||(863.47)||87.52|
|Less: Exceptional Items||1.55||6.09||(1.40)||(181.37)|
|Less: Provision for Income tax||-||-||-||-|
|- Current Income Tax||-||-||-||-|
|- Deferred Tax liability/(Assets)||8.18||(1.71)||4.77||4.69|
|Profit/Loss After tax||(215.07)||359.10||(866.84)||(98.54)|
|Less: Balance brought forward from last year||4429.15||4070.05||1722.21||1890.78|
|Less: Depreciation Adjusted due to transition effect||-||-||(69.78)||70.03|
|Profit available for appropriation||4214.08||4429.15||925.14||1722.21|
|Transfer to General Reserves|
|Proposed Dividend on Equity shares|
|Corporate Dividend Tax|
|Balance Transfer to Reserve and Surplus||4214.08||4429.15||925.14||1722.21|
Your Company has seven wholly owned subsidiaries viz. (i) Cement International Limited, (ii) Badarpur Energy Private Limited, (iii) Meghalaya Minerals and Mines Limited,(iv) Singlacherra Tea Company Private Limited, (v) Goombira Tea Company Limited, (vi) 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 mentioned link: "http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf".
The statement containing the salient features of the financial position of companys subsidiaries for the year ended 31st March, 2016 in Form AOC-1 is attached.
Your Company does not have any Associate or Joint Venture.
3. CHANGES IN CAPITAL STRUCTURE
The Equity Shares of the Company are being traded on National Stock Exchange of India Limited and BSE Limited, since 23rd November, 2007.
As at 31st March, 2016 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.
The Standalone turnover of the Company stood at Rs. 10921.65 Lakhs during the year 2015-16, which has been decreased in comparison to previous year turnover of Rs. 12843.22 Lakhs. Your Company has earned a Loss of Rs. 215.07 Lakhs during the financial year 2015-16, in comparison with the previous year profit of Rs. 359.10 Lakhs.
During the year 2015-16 the consolidated revenue from operations has been decreased to Rs. 12779.78 Lakhs as compared to Rs. 15739.49 Lakhs in the period 2014-15. The consolidated loss has also increased from Rs. 98.54 Lakhs in 2014-15 to Rs. 866.84 Lakhs during the financial year 2015-2016.
The Board of Directors after considering the performance of the Company for the Financial Year 2015-16 have decided to not to recommend dividend this financial year 2015-2016.
6. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and rules made there under and hence no amount of principal or interest was outstanding as on 31st March, 2016.
No Buy Back of Shares was proposed or pending during the Financial Year ended on 31st March, 2016.
7. 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.
During the year under review no amount was transferred to reserves.
9. STATE OF COMPANYS 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.
10. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no such material change(s) and commitment(s) incurred during the financial year i.e. affecting the financial position of the Company during the year under report.
11. RELATED PARTY TRANSACTIONS
During the year under review, there was no material significant related party transaction made by the Company and no promoters, KMP and other designated persons which may have potential conflict with management of the Company at la rge. In the view of the provision of Section 188 of the Companies Act, 2013 read with rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all the Related Party Transactions was 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 arms 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 Companys website at the below mentioned Link: (http:/ /www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf). In Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosures with respect 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.
12. COMMITTEES OF THE BOARD OF DIRECTORS
The composition and terms of reference of Audit Committee, nomination and remuneration committee and stakeholders relationship committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance, where the board has not accepted the recommendation of audit committee, nomination and remuneration committee and stakeholders relationship committee.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The Company has a whistle blower/vigil Mechanism as required under section 177 of the Companies Act, 2013 ad as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the directors, senior executives and employees to report and freely communicate their concerns about the unethical behavior, actual or suspected, fraud or violation or any illegal or unethical practices of the Companys 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,
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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Companys 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 directors, senior executives or any employees as on Year Ended 31st March, 2016.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT EMPLOYEES
The Existing Directors Composition of the Company has an adequate mix of Executive, Non-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 2016, the Board comprises of 10 members 5 (Five) of whom are Executive and Non-Executive Directors and 5 (Five) are Independent Directors (including One Women Director in pursuant to the compliance of Section 149 of the Companies Act, 201 3). The Board periodically evaluates the need for its change in its composition and size.
The Board has framed a Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Employees including criteria for determining qualification, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 has been described in the Corporate Governance Report. We affirm that the Remuneration paid to the Directors, Key Managerial Personnel and Senior Management Employee 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Asso ciation of the Company Sh. Mahendra Kumar Agarwal and Sh. Prahlad Rai Chamaria as Directors of the Company, is liable to retire by rotation and being eligible, offers themselves for re-appointment.
The term of existing Independent Directors has not expired, therefore none of the Independent Directors stands for Re-appointment.
The shareholders of the Company approved the re-appointment of Sh. Bijay Kumar Garodia and Sh. Santosh Kumar Bajaj as Directors of the Company, who were liable to retire by rotation in the Annual General Meeting of the Company held on 23rd of September, 2015. The following personnel are the Key Managerial Personnel of the Company;
1) Company Secretary : Smt. Bhavna Jangid (till 30.05.2015), Shri Varun Kapoor (w.e.f. 01.06.2015 to 12.10.2015) & Shri Divyang Jain (w.e.f. 16.10.2015 to till date).
2) Chief Financial Officer : Shri Sushil Kumar Kothari
20. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria defined under section 149(6) of the Companies Act, 2013.
21. BOARD MEETINGS
The Board met 4 (four) times and 4 (four) audit committee meetings were convened and held during the financial year 2015-16. 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 in Regulation 17(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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) read with 134(5) 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 judgment 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.
23.1 Statutory Auditors
The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountants, hold office from the conclusion of this Annual General Meeting until the conclusion of the 18th Annual General Meeting to be held in the year 2017 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 and 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 next Annual General Meeting and to fix their remuneration.
Members are requested to consider and approve their appointment as Statutory Auditors of the Company and are also requested to empower the Board of Directors for ratification of Auditors Remuneration.
The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.
23.2 Cost Auditors and Cost Audit Report
Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of manufacturing activities is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Nirmalendu Kar Purkayastha, Cost Accountants a s Cost Auditors of the Company to conduct the Audit of the Cost records for the Financial Year ended 31st March, 2016.
M/s. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Registration No. 10064) have expressed their willingness to be appointed as Cost Auditors of the Company for ensuing financial year. The Audit Committee has recommended the appointment of M/s. Nirmalendu Kar Purkayastha, Cost Accountants as Cost Auditors of the Company for the financial year 2016-17 subject to the approval of the Board and ratification of their remuneration by shareholders in the General Meeting of the Company.
24. SECRETARIAL AUDITOR
In terms of the provisions of Section 204 of the Companies Act, 2013 read with rules there under, the Board had appointed M/s. Vidhi Chaudhary & Associates, Company Secretary in Practice (C.P No. 12014) as Secretarial Auditor of the Company for the financial year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith as "Annexure C". The report of the Secretarial Auditor does not contain any Adverse Remarks, Reservations and Qualifications. The Report is self-explanatory and doe s not call for any further comments.
25. AUDIT COMMITTEE
Your Company has an Audit Committee, in terms of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the further details of Audit Committee are provided in the Corporate Governance Report.
26. 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 Auditors Report. However, notes on Accounts referred to the Independent Auditors 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.
27. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately as "Annexure B" and forms part of this Report.
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
In terms of the requirement of Section 134(3) of the Companies Act, 2013 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 erstwhile provisions of Clause 49 of the Listing Agreement and in pursuant to clause 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable w.e.f- 1st of December, 2015 with the stock exchange(s) relating to corporate governance.
The Report on Corporate Governance in terms of clause 49 of the erstwhile Listing Agreement and under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance 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. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the provision of the Companies Act read with the Companies (Accounts) Rules, 2014, applicable accounting standards and provisions of the Listing Regulations forms part of the Annual Report.
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 Companys executives, staff and workers.
|For BARAK VALLEY CEMENTS LIMITED|
|(Bijay Kumar Garodia)|
|Chairman and Whole Time Director|
|DIN : 00044379|
|Place: Delhi||Add: CF-366, Salt Lake City,|
|Date: 30.05.2016||Kolkata, West Bengal - 700 064|
Form No. AOC-2
Particulars of Contracts/arrangements made with the related parties
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) 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 subsection (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 arms length basis:
During the year ended March 31, 2016, the contracts and arrangements with related party were done at arms length basis.
2. Details of material contracts or arrangements and transactions at Arms Length Basis:
|S.No.||Name of the Related Party||Nature of Relationship||Nature of Contract/ Transaction||Duration of Contract / Transaction||Silent terms of the contracts or arrangements or transactions including the value, if any||Amount (Rs. In Lacs)|
|1.||Cement International Limited||Wholly Owned Subsidiary||Sale of Stores, spares and other services||Ongoing||Transaction based at market prices||142.94|
|Sale of Finished / Semi finished goods||Ongoing||Transaction based at market prices||588.72|
|2.||Meghalaya Minerals & Mines Limited||Wholly Owned Subsidiary||Purchase of Raw Material & Goods||Ongoing||Transaction based at market prices||1352.91|
|Sale of Stores, spares and other services||Ongoing||Transaction based at market prices||36.61|
|3.||Badarpur Energy Private Limited||Wholly Owned Subsidiary||Sale of Stores, spares and other services||Ongoing||Transaction based at market prices||5.95|
|Loans & advances Given||Ongoing||Transaction based on Arms Length Basis||161.87|
|4.||Goombira Tea Company Limited||Wholly Owned Subsidiary||Sale of Stores, spares and other services||Ongoing||Transaction based at market prices||5.40|
|Loans & advances Given||Ongoing||Transaction based on Arms Length Basis||52.35|
|Investment in Shares||Ongoing||Transaction based at Fair market valuation||49.50|
|5.||Chargola Tea Co. Pvt. Ltd||Wholly Owned Subsidiary||Sale of Stores, spares and other services||Ongoing||Transaction based at market prices||0.06|
|6.||Valley Strong Cements (Assam) Limited||Wholly Owned Subsidiary||Loans & advances Given||Ongoing||Transaction based on Arms Length Basis||0.79|
|Investment in Shares||Ongoing||Transaction based at Fair market valuation||20.40|
|7.||Singlacherra Tea Co. Private Limited||Wholly Owned Subsidiary||Loans & advances Given||Ongoing||Transaction based on Arms Length Basis||0.06|
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 March 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016
BARAK VALLEY CEMENTS LIMITED
We have conducted the secretarial audit of the compliance of applicable 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 us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the BARAK VALLEY CEMENTS LIMITED 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. We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31 March 2016 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:
We 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 31 March 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(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;
(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) Regula tions, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and 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; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;\
(vi) The laws applicable specifically to the Company are as under:
1. Factories Act, 1948;
2. Industrial Dispute Act, 1947;
3. The Payment of Wages Act, 1936;
4. The Minimum Wages Act, 1948;
5. Employees State Insurance Act, 1948;
6. The Employees Provident Fund and Misc. Provision Act, 1952;
7. The Payment of Bonus Act, 1965;
8. The Payment of Gratuity Act, 1972;
9. The Hazardous Waste (Management, Handling & Transboundary Movement) Rules, 2008;
10. The Water (Prevention and Control of Pollution) Act, 1974; 11. The Air (Prevention and Control of Pollution) Act, 1981.
12. Petroleum Act, 1934
13. The Standards of Weights & Measures (Enforcement) Act, 1985
We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National Stock 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.
We 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 notice is 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 while the dissenting members views are captured and recorded as part of the minutes.
We 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.*
|For Vidhi Chaudhary & Associates|
|Practicing Company Secretary|
|Place : Delhi||( Proprietor)|
|Date : 24 / 05 / 2016||ACS - 27685|
|C P No.: 12014|
*NOTE: This Report is to be read along with the letter attached as ANNEXURE - 1
ANNEXURE - 1
BARAK VALLEY CEMENTS LIMITED
Our Secretarial Audit report of even date is to be read along with this letter.
1. It is the Responsibility of the management of the Company to maintain secretarial records, device proper system to ensure compliance with the provision of all applicable laws and regulations and to ensure that the system are adequate and operate effectively.
2. My responsibility is to express an opinion on these secretarial records, system, standards and procedures based on our audit.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of event etc.
5. The Compliance of the provision of Corporate and other applicable laws, rules, regulations, standard s is the responsibility of management. Our Examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
|For Vidhi Chaudhary & Associates|
|Practicing Company Secretary|
|Place : Delhi||( Proprietor)|
|Date : 24 / 05 / 2016||ACS - 27685|
|C P No.: 12014|
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) 72000 m3/Hr. Capacity Pulse Jet with PTFE Bags installed to filter the Dust from the Exhaust Dust Ladder Air.
(ii) Hot Meal Circulation along with Fresh Feed to Raw Mill No.3 to increase the output and reduce the power consumption. (iii) Mixing Tyre Dust in Pulverized Coal in Firing System.
(iv) Purchase of Power from Power Access as per the day to day requirement.
b) The Steps taken by the Company for Utilizing Alternate Sources of Energy-
(i) Use of Waste Heat in Drying the Saw Dust and Bamboo Dust. (ii) Direct Firing of Saw Dust and Bamboo Dust.
(iii) Use of Tyre Dust.
c) The Capital Investment on Energy Conservation Equipments provided in the sub-point (a) of the above- is Rs. 10 lacs.
B) TECHNOLOGY ABSORPTION-
(i) The efforts made towards technology absorption-
Researches and Development (R&D) - Pulverized Coal Firing and Saw Dust Firing together from separate line.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
Saving in coal and power by 1% to 1.5%
(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 under review, the Company has imported the Machinery worth of Rs. 1,474,620, from Germany.
(iv) The expenditure incurred on Research and Development is: Nil 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. 865,920/- towards travelling expenses|
|Rs. 14,74,620/- towards imports of Machinery|
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 & Designation of Director||Remuneration (In Rs.)||Median Remuneration(In Rs.)||Ratio|
|Kamakhya Chamaria (Managing Director & Vice Chairman)||24,00,000||1,26,402||18.98:1|
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. 2015-16 (In Rs.)||Remuneration for Yr. 2014-15 (In Rs.)||Net Increase/ Decrease in Remuneration (In Rs.)||Percentage Decrease/Increase in Remuneration|
|Kamakhya Chamaria||Vice Chairman & Managing Director||24,00,000||5,00,000||19,00,000||380.70%|
|Bhavna Jangid (till 30.05.2015)||Company Secretary||60,000|
|Varun Kapoor (w.e.f: 01.06.2015 to 12.10.2015)||Company Secretary||114400||3,60,000||(75,600)||(21.00%)|
|Divyang Jain (w.e.f. 16.10.2015 to till date)||Company Secretary||110000|
|Total Remuneration-Company Secretary||2,84,400|
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 10.26%.
(iv). Number of Permanent Employees on the roll of the Company during the Financial Year 2015-16 is 250.
(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 2015-16 decreased by 14.96% as compared to the previous year. The Average remuneration of the employees has been increased during this period by 7.93% as compared to previous year. Considering the performance of the Company, reasonable increase in remuneration have 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/Loss (In Rs.)||Remuneration (as a % of Net Loss)|
(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 31.03.2016||As on 31.03.2015||Variation||%variation|
|Closing Rate at NSE||Rs.||15.20||16.10||(0.9)||5.59%|
|Standalone Earnings Per Share||Rs.||(0.97)||1.62||2.59||159.87%|
|Consolidated Earnings Per Share||Rs.||(3.91)||(0.44)||3.47||788.67%|
|Price Earnings Ratio (Standalone)||Ratio||(15.67)||9.93||(25.6)||257.80%|
|Price Earnings Ratio (Consolidated)||Ratio||(3.88)||(36.59)||(32.71)||89.39%|
(b). Percentage increase/decrease in the market quotations of shares in comparison 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 (In Rs.) (A)||Market Price per share as at 31.3.2016 (In Rs.) (B)||Percentage Decrease From A to B||Market Price per share as at 31.3.2015 (In Rs.) (C)||Percentage Decrease From A to C|
|National Stock Exchange (NSE)||42||15.20||63.80%||16.10||61.67%|
|Bombay Stock Exchange (BSE)||42||16.30||61.19%||16.80||60.00%|
(viii). Average Percentile Increase already made in the salaries of employees 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 7.93%, in relation there has been variation i.e. percentage increase in the Remuneration paid to Managing Director is 380.70% and percentage decrease in the remuneration paid to Company Secretary is 21.00%. Accordingly, there has been an overall increase in the remuneration paid to Key Managerial Personnel.
(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 2015-16 (In Rs.)||% of Revenue for FY 2015-16||% of Net Profit/Loss for FY 2015-16|
|Shri Kamakhya Chamaria- Vice Chairman & MD||24,00,000||0.219%||(11.15)%|
|Smt. Bhavna Jangid, Varun Kapoor & Divyang Jain- (Company Secretary)||2,84,400||0.026%||(1.32)%|
(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: There is no such person(s) in the employment of the Company, whose remuneration exceeds the remuneration paid to the highest paid director of the Company.
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company: It is 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.