To
The Members,
Barak Valley Cements Limited
The Directors of your Company are pleased to present the 24th
Director's Report together with the Company's Audited Financial statements (Standalone and
Consolidated) for the Financial Year ended 31st March 2023.
1. FINANCIAL RESULTS
The highlights of the financial performance of the Company for the
financial year ended 31st March, 2023 as compared to the previous financial year are as
under:
(Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
|
Year Ended as at 31st March,
2023 |
Year Ended as at 31st March,
2022 |
Year Ended as at 31st March,
2023 |
Year Ended as at 31st March,
2022 |
Revenue from Operations (net) |
17446.26 |
17272.83 |
18257.54 |
17570.35 |
Other Income |
120.95 |
209.83 |
152.46 |
250.63 |
Total Sales & other Income |
17567.21 |
17482.66 |
18410.00 |
17820.98 |
Income before Finance Cost, Depreciation and Amortization
and Income tax |
2410.99 |
2112.02 |
2472.26 |
2186.47 |
Less: Depreciation and Amortization expenses |
704.55 |
520.74 |
740.54 |
562.00 |
Profit before Interest and Income Tax |
1706.44 |
1591.28 |
1731.72 |
1624.47 |
Less: Finance Cost |
869.22 |
924.05 |
936.84 |
982.65 |
Profit/Loss before Exceptional items and Income Tax |
837.22 |
667.24 |
794.88 |
641.81 |
Less:Exceptional items |
- |
759.00 |
- |
759.00 |
Profit before Tax |
837.22 |
(91.77) |
794.88 |
(117.19) |
Less: Provision for Income tax |
- |
- |
- |
- |
-Current Income Tax |
- |
- |
- |
- |
-Deferred Tax liability/(Assets) |
257.11 |
335.54 |
272.77 |
334.91 |
- Earlier year provisions written back |
- |
- |
- |
- |
Profit/(Loss) After tax |
580.12 |
(427.30) |
522.11 |
(452.09) |
2. OVERVIEW AND THE 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" . Further, the business activities are carried out by the Company
in the North East Region.
Gross Turnover of Company:
During the financial year 2022-23, the Company's gross turnover increased
by 1.00% to Rs. 17,446.26 Lacs as compared to Rs. 17,272.83 Lacs in previous year.
Profit after Tax:
During the financial year 2022-23, Profit after Tax is increased to Rs.
580.12 Lacs as compared to Loss of Rs. (427.30) Lacs in previous year.
The business performance of the Company has been discussed in detail in
the Management Discussion and Analysis Report attached separately as Annexure -I and
forming part of this report and the Financial Statements are also attached separately
forming part of this Report.
3. SUBSIDIARIES
Your Company has four wholly owned subsidiaries under review namely:-.
Cement International Limited
Badarpur Energy Private Limited
Meghalaya Minerals and Mines Limited
Valley Strong Cements (Assam) Limited
a) Cement International Limited, wholly owned subsidiary of the
Company is engaged in the business of manufacturing of Cement Clinker. During the year
under review the Company's gross revenue was NIL.
b) Badarpur Energy Private Limited, wholly owned subsidiary of the
Company is currently not operational.
c) Meghalaya Minerals and Mines Limited, wholly owned subsidiary of
the Company is engaged in the business of extraction of Minerals. During the year under
review the Company's gross revenue has been increased to Rs. 1759.68 Lacs as compared to
Rs. 1107.76 Lacs during the previous year.
d) Valley Strong Cements (Assam) Limited, wholly owned material
subsidiary of the Company has not commenced its commercial production.
The audited financial statements of your Company's subsidiaries and
their related information are available on your Company's website and will be kept open
for inspection at the Head Office of the Company, pursuant to Section 128 of the Companies
Act, 2013 and the rules made thereunder. The Consolidated Financial Statements presented
by the Company include the financial results of its Subsidiary Companies.
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 in the Form AOC-1.
The Board has also adopted policy for determining material subsidiaries
and is available on the Website which can be accessed at the below mentioned link:
https://barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20
SUBSIDIARIES.pdf
Your Company does not have any Associate or Joint Venture.
4. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 read with
the Indian Accounting Standards (IndAS) as prescribed by the Institute of Chartered
Accountants of India, the Consolidated Financial Statements of the Company have been
prepared and has been included as a part of this Report.
Further, pursuant to the provisions of Section 128 read with Section
136 of the Companies Act, 2013 the Financial Statements alongwith audit reports of each of
the subsidiary companies are available for inspection by the Members during the working
hours on all business days at the Registered Office of the Company. The Company shall also
provide a copy of the financial statements of its subsidiary companies to the Members upon
their request from registered email ID.
5. SHARE CAPITAL
The Equity Shares of the Company are being traded on National Stock
Exchange of India Limited and BSE Limited, since 23rd November, 2007.
The Paid-up Share Capital of the Company as on 31st March,
2023 was Rs. 22,16,00,000/- (Rupees Twenty Two Crore Sixteen Lacs Only) divided into
2,21,60,000 (Two Crore Twenty One Lacs Sixty Thousand) Equity Shares of Rs. 10/- each and
there was no change in capital structure of your Company during the year under review.
6. OPERATIONS
6.1 Standalone
The Standalone turnover of the Company stood at Rs. 17446.26 Lacs
during the financial year 2022-23, which has been increased in comparison to previous year
turnover of Rs. 17272.83 Lacs. The quantity of cement sales of the Company stood at 257254
MT which has been increased in comparison to previous year quantity of cement sales i.e
250554 MT. Your Company has earned a Profit of Rs. 580.12 Lacs during the financial year
2022-23, in comparison with the previous year loss of Rs. (427.30) Lacs.
6.2 Consolidated
During the financial year 2022-23, the consolidated revenue from
operations has been increased to Rs.18257.54 Lacs as compared to Rs. 17570.35 Lacs during
the previous year. Further,there was consolidated Profit of Rs. 522.10 Lacs in the
financial year 2022-23 as compared to the consolidated loss of Rs. (452.09) Lacs during
the previous year.
7. EXPANSION/MODERNIZATION
There was no expansion and modernization during the year ended 31st
March 2023.
8. DIVIDEND
The Board of Directors of the Company after considering the financial
and non-financial factors prevailing during the financial year 2022-23 decided not to
recommend any dividend for the financial year 2022-23.
9. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the Financial Year 2022-23, 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 on deposits was
outstanding as on 31st March, 2023.
Further, your company has not proposed or pending any Buy Back of
Shares during the financial year 2022-23.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements for the Financial Year ended on 31st March, 2023 forming
part of this Annual Report.
11. TRANSFER TO RESERVES
During the Financial Year 2022-23 your Directors do not propose to
transfer any amount to the General Reserves of the Company.
12. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There has been no such material change(s) and commitment(s) incurred in
between the end of financial year of the company to which the financial statements relate
and the date of reporting affecting the financial position of the Company.
13. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All the related party transactions during the period under review were
entered on arm's length basis, in the ordinary course of business and are in compliance
with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015("Listing
Regulations"). There are no materially significant related party transactions
made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the Company at large or which warrants the
approval of the shareholders.
Accordingly, no transactions are being reported in Form AOC-2 in terms
of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's
financial statements in accordance with the applicable Accounting Standards.
All the Related Party Transactions are presented before the Audit
Committee for their review and the Board. Omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
In line with the provisions of the Companies Act, 2013, the Company has
framed policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website of the Company. One can access the same by clicking on below mentioned
Link:
https://barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20
RELATED%20PARTY%20TRANSACTION.pdf
14. COMMITTEES OF THE BOARD OF DIRECTOR'S
Your Company has the following Seven Board-level Committees, which have
been established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:
Audit-Committee
Sub-Audit Committee
Nomination and Remuneration Committee
Share transfer Committee
Stakeholders Relationship Committee
General Purpose Committee
Corporate Social Responsibility Committee
The details with respect to the composition, terms of reference, number
of meetings held, etc. of the above Committees are included in the Report on Corporate
Governance, which forms part of the Annual Report. There has been no instance where the
board has not accepted recommendation of Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. Further the legal provision mandating
constitution of Risk Management Committee is not yet applicable to the Company.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance with Section 177 (9) & (10) of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has adopted a whistle blower policy and has established the necessary vigil
mechanism for Employees, Directors and Senior Executives which provides a platform to them
for raising their voice about any breach of code of conduct, financial irregularities,
illegal or unethical practices, unethical behavior, actual and suspected fraud, health
safety and environmental issues.
The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It also 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 and
may be accessed by clicking on the following link: https://www.barakcement.com/whistle-blower-policy/
The contact details of the Vigilance and Ethics Officer is as under:-
Name - Mr. Mukesh Kumar Shovasaria Address -Debendra Nagar, Jhoombasti,
P.O. Badarpur Ghat, Distt. Karimganj,
Assam-788803
Email Id- magarwal.bvcl@gmail.com Contact No.- +91-9435078960
16. RISK MANAGEMENT
Risk is an integral and unavoidable component of business and Company's
risk management process is designed to identify and mitigate risks that have the potential
to materially impact its business objectives and maintains a balance between managing risk
and making most of the opportunities. The Board is responsible for overseeing the overall
risk management framework of the Company and the Company has been addressing and analyzing
various risks impacting the Company including details of significant changes in key
financial ratios which is more fully provided in annexed Management Discussion and
Analysis Report attached herewith and forms part of this annual report.
The Audit Committee of Board keeps an eye on execution of the risk
management plan of the Company and advises the management on strengthening mitigating
measures wherever required. The actual identification, assessment and mitigation of risks
are however done by key executives of the Company in a systematic manner. The risks are
prioritized according to significance and likelihood. Risks having high likelihood and
high significance are classified as 'key risk'.
16A. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING
ACTIVITIES:
Your Company does not have material exposure of any commodity or
foreign exchange and accordingly, no hedging activities for the same are carried out.
Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/
CMD1/ CIR/P/2018/0000000141 dated 15th November, 2018.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.
The Management Discussion and Analysis Report for the financial year
2022-23 in line with the provisions of Regulation 34(2) (e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached separately as "Annexure
1" and forms part of this Report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since, the Profits of Financial Year 2022-23 are more than Rs.5cr
(Rupees Five Crore only), the provisions of CSR i.e. Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are
Applicable on your company from the Financial year 2023-24.
The Company's CSR Policy is available on the website of Company (https://www.barakcement.com/corporate-social-
responsibility/)
Composition of Committee is given below-
S.NO NAME |
DESIGNATION |
CATEGORY |
1 Mr. Kamakhya Chamaria |
Chairman |
(Executive-Non Independent) |
2 Mr. Puran Chand |
Member |
(Non executive- Independent) |
3 Mr. Mahendra Kumar Agarwal |
Member |
(Non executive-Non Independent) |
A CSR Annual report is attached and marked as Annexure 1A.
19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE
Your Company has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. Your Company is committed to ensure that all are treated with dignity
and respect and having zero tolerance towards sexual harassment at the workplace and
towards this end and has also provided adequate access to complainants who wish to
register a complaint under the policy. All employees (permanent contractual, temporary,
trainees) are covered under the said policy.
During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of the Company.
20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
The Board has, on recommendation of the Nomination & Remuneration
Committee of the Company in accordance with Para A of Part D and Regulation 19 of Listing
Regulations has framed a policy for selection, appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Employees, which includes the criteria for
determining qualification, positive attributes, independence of director and other matters
provided under sub-section (3) of section 178 of the Companies Act, 2013.
The Composition of the Board of Directors of the company's as on the
closure of financial year comprises an adequate mix of Executive, Non-Executive and
Independent Directors in order to ensure and maintain the independence of the Board, and
separate its functions of Governance and Management as provided in Regulation 17 of the
Listing Regulations. As on March, 31 2023, the Board comprises of 8 members out of which 4
(Four) are Independent (including One Women Director) and 4 (Four) are Non- Independent
Directors. Further, as on the aforesaid date, the Company has 7(Seven) non-executive
directors and 1 (One) executive director. The Board periodically evaluates the need for
its change in its composition and size.
The relevant details of the policy have been described in the Corporate
Governance Report forming part of Annual Report of the Company. We also affirm that the
Remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration policy of the Company.
21. CODE OF CONDUCT
With an intention to enhance integrity, ethics and transparency in
governance of the Company, Your Company has adopted Code of Conduct for Directors and
Senior Management Personnel of the Company. The Code of Conduct is also available at
Company's Website (https://www.barakcement.com/code-of-conduct/)
22. EVALUATION OF BOARD'S PERFORMANCE
In accordance with the provisions of Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
including the Guidance Note issued by SEBI on Board Evaluation, the Board carries out the
annual evaluation of its own performance, the working of its various Committees as well as
the evaluation of its Directors individually.
Pursuant to Schedule II, Part D of LODR, the Nomination and
Remuneration Committee has laid down evaluation criteria for performance evaluation of
Independent Directors, which will be based on attendance, expertise and contribution
brought in by the Independent Director at the Board and Committee Meetings, which shall be
taken into account at the time of reappointment of Independent Director.
The Board evaluation process comprises of both assessment and review,
including analysis of the functioning of the Board and its Committees, the time spent by
it in considering matters and whether the terms of reference of its Committees have been
met, besides complying with the provisions of the Companies Act, 2013 and Listing
Regulations. During the period under review, the evaluation of the performance of the
Board, its Committees and individual directors was done, after seeking inputs from all the
Directors by way of a questionnaire. The questionnaire was prepared in a structured
manner, ascertaining the individual directors various attributes and their roles in
bringing values to the deliberation and discussions at meetings.
The Board of Directors has also evaluated the functioning/performance
of Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration
Committee and expressed satisfaction with their functioning/performance.
A report in brief on Board evaluation has been given in the Corporate
Governance Report which may be taken as forming a part of this Report.
23. DIRECTORS & KEY MANAGERIAL PERSONNEL
During the period under review, the details of Directors and Key
Managerial Personnel were as follows:
(i) . The Shareholders of the Company approved re-appointment of Mr.
Kamakhya Chamaria as Executive Director of the
Company who was liable to retire by rotation in the Annual General
Meeting of the Company held on 27th September, 2022.
(ii) . In accordance with the provisions of Section 152 of the
Companies Act, 2013 and Articles of Association of the Company,
Mr. Mahendra Kumar Agarwal, Non Executive Director of the Company, is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. In view of his considerable experience, Directors of
your company recommend his re-appointment as Director of the Company.
(iii) . The Key Managerial Personnel of the Company are:
Chief Executive Officer: Mr. Mukesh Kumar Shovasaria
Chief Financial Officer: Mr. Rajesh Aggarwal
Company Secretary: Mrs. Rachna Gambhir
Further, all other relevant details with regard to Board of Directors
and Key Managerial Personnel are described in the Corporate Governance Report "Annexure-5"forming
part of this Report.
24. DECLARATION BY INDEPENDENT DIRECTOR
Your Company's Independent Directors Mr. Dhanpat Ram Agarwal, Mr. Shyam
Agarwal, Mr. Puran Chand and Mrs. Renu Kejriwal on the Board of your Company have
submitted requisite declarations confirming that they continue to meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 and also they have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act and
Listing Regulations.
The Board of Your Company formed the opinion that the Independent
Directors of the Company are maintaining highest standard of integrity and possessing
expertise, requisite qualifications and relevant experience for performing their role as
Independent Directors of the Company. With regard to proficiency, all the independent
directors of the Company have registered themselves in the Data Bank maintained with
Indian Institute of Corporate Affairs (IICA), Manesar. In terms of Section 150 of the
Companies Act, 2013 and Rule 6(4) of Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors are required to undertake an online
proficiency self-assessment test conducted by the institute within a period of two years
from the date of inclusion of his name in the data bank. Mr. Dhanpat Ram Agarwal is
exempted from qualifying proficiency test due to his relevant expertise in listed public
Company for a total period of not less than ten years, as on the date of inclusion of his
name in the databank. However, Mr. Shyam Agarwal and Mr. Puran Chand, Independent
Directors of the Company will appear for online proficiency test within one year from the
date of restoration of their name in the data bank.
Mr. Dhanpat Ram Agarwal has Resigned from the Board of the
Company w.e.f 21-06-2023.
25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board has formulated a familiarization programme for Independent
Directors which is available on the Company's website may be accessed by clicking on web
link: https://www.barakcement.com/PDF/Familiarisation/FAMILIARIZATION%20
PROGRAM%20POLICY.pdf
The familiarization programme aims to provide Independent Directors
with the cement industry scenario, the socioeconomic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant developments so as to enable them to take well informed decisions in a timely
manner. The senior management personnel of the Company, on a structured basis, interact
with directors to update the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes.
26. MEETINGS OF THE BOARD
During the Financial Year 2022-23, 5 (Five) Board Meetings, 4 (Four)
Audit Committee Meetings, 1 (One) Nomination & Remuneration Committee Meeting and 2
(Two) Stakeholders Relationship Committee meetings were convened . The details of which
are given in the Corporate Governance Report forming part of this Report.
Further, we affirm that the intervening gap between the Meetings was
within the period prescribed under the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/110
dated 26.06.2020 and the Companies Act, 2013 and in Regulation 17(3) of the SEBI(Listing
Obligations and Disclosure Requirements) Regulations, 2015.
27. MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, a meeting of Independent Directors was
held on Monday, the 20th Day of February, 2023 wherein the performance of the
Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors
at their meeting also inter alia assessed the quality, quantity and timeliness of flow of
information between the Company management and the Board of Directors of the Company.
28. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134 (3) (c) read with Section 134
(5) of the Companies Act, 2013, the Directors hereby confirm and state that:
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 as at March 31,2023 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 directors had laid down internal financial controls to be
followed by the company and that the internal financial controls are 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.
29. AUDITORS& AUDITORS' REPORT
29.1 Statutory Auditors and Audit Report
Pursuant to Section 139 of the Companies Act, 2013, M/s P.K. Lakhani
& Co., Chartered Accountants, (Firm Registration No. 014682-N) Statutory Auditors of
the Company have been re-appointed by the members at the 23rd Annual General
Meeting to hold office for the second term of 5 years from the date of such meeting held
on 27th September, 2022. Further his tenure will last till the conclusion of 28th
Annual General Meeting of the company.
Pursuant to the amendments made to Section 139 of the Act by the
Companies (Amendment) Act, 2017 effective from 7th May, 2018, the requirement
of seeking ratification of Members for the appointment of the Statutory Auditors has been
withdrawn. Therefore, ratification by the Members is not being obtained at the ensuing
AGM.
The Audit Report submitted by Statutory Auditor on Annual Standalone
& Consolidated Financial Statement for the Financial Year 2022-23 does not contain any
qualification, reservation or adverse remark or disclaimer. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and, therefore, do not call for
any further comments. The Auditors have also not reported any matter under Section 143(12)
of the Companies Act, 2013.
29.2 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 records maintained by
the Company in respect of its manufacturing activity are required to be audited. Your
Directors on the recommendation of the Audit Committee, re-appointed M/s. Nirmalendu Kar
Purkayastha, Cost Accountants (Firm Regn. no. 100103) as Cost Auditors of the Company for
the financial year 2022-23 in the Board Meeting held on May 25, 2022.
M/s. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Regn. no.
100103) confirmed eligibility to be re -appointed as Cost Auditors of the company and
expressed his willingness to be re-appointed for the financial year 2023-24. The Board of
Directors on recommendation of the Audit Committee has re-appointed M/s. Nirmalendu Kar
Purkayastha,Cost Accountants (Firm Regn. no. 100103) as the cost auditors of the Company
for the financial year 2023-24 at remuneration of Rs. 30,000/- subject to ratification of
their remuneration by shareholders in the ensuing Annual General Meeting of the Company.
As required under the Act, the remuneration payable to cost auditors
has to be placed before the Members at general meeting for ratification. Hence, a
resolution for the same forms part of the Notice of the ensuing AGM.
The Cost Audit Report for the Financial Year 2021-22 has been duly
filed with the Ministry of Corporate Affairs.
The Audit Committee has also received a Certificate from the Cost
Auditor certifying their independence and arm's length relationship with the Company.
29.3 Secretarial Auditor & Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013, the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the
recommendation of the Audit Committee, the Board of Directors of the Company has appointed
M/s. Shailendra Roy & Associates, Company Secretaries as Secretarial Auditor of the
Company for the financial year 2022-23. Secretarial audit report as provided by M/s.
Shailendra Roy & Associates, Company Secretaries is also annexed to this Report, in
the prescribed Form MR-3, as "Annexure-2". The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer. The report
is self-explanatory and therefore do not call for any further comments.
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Valley Strong Cements (Assam) Limited, material wholly
owned Subsidiary of the Company is liable to undertake secretarial audit and report
submitted by secretarial auditor is annexed herewith and marked as "Annexure
2A" The report is self-explanatory and therefore do not call for any further
comments.
Further, M/s. Shailendra Roy & Associates, Company Secretaries have
completed their tenure as Secretarial Auditors of the company. Hence, The Board of
Directors on recommendation of the Audit Committee has appointed M/s. Gaurav Yadav &
Co., Company Secretaries as the Secretarial Auditors of the Company for the financial year
2023-24.
30. 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.
31. EXTRACT OF ANNUAL RETURN
In terms of requirement of Section 134 (3) (a) of the Companies Act,
2013, the extract of the Annual return in Form MGT-9 is available on the website of the
Company at https://www.barakcement.com/annual-return/
32. 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 3".
33. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The details relating to the ratio of the remuneration of each director
to the median employees remuneration and other prescribed details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing
particulars of employees as required under Section 197 of Companies Act, 2013 read with
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith and marked as "Annexure 4"
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
In accordance with Section 134(5)(e) of the Companies Act, 2013 and
Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial
Control Policy and Procedures commensurate with the size and nature of operations and
financial reporting. The Company has defined standard operating procedures covering all
functional areas like sales, marketing, materials, fixed assets etc.
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.
The Audit Committee periodically reviews the adequacy and effectiveness of internal
control systems. 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.
35. CORPORATE GOVERNANCE
In compliance with Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate
Governance Report for the Financial Year 2022-23 as required under SEBI(Listing
Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached
herewith and marked as "Annexure-5" forms part of this Report. The
requisite certificate(s) from the Secretarial Auditor of the Company confirming compliance
with the conditions of Corporate Governance and from Company Secretary in practice that
none of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Directors of the Company by Securities and Exchange Board of
India/ Ministry of Corporate Affairs or any such authority is attached to the Corporate
Governance Report.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the Financial Year 2022-23, the regulators or courts or
tribunals have not passed any significant or material order impacting the going concern
status and Company's operations in future.
37. COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS AND INDIAN ACCOUNTING STANDARDS
During the Financial Year 2022-23, the Company has complied with all
the applicable Secretarial Standards as recommended by the Institute of Company
Secretaries of India. The Company has also complied with all relevant Indian Accounting
Standards referred in Section 133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015 while preparing the financial statements.
38. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2022-23, there has not been any change in the
nature of business of the Company.
39. CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION
As required under Regulation 17(8) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the
Compliance Certificate furnished by CEO/ CFO as specified in Part B of
Schedule II of Listing Regulations has been submitted to the Board of Directors and a copy
thereof is contained in this Annual Report.
40. GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted Companies to send copies of
Annual report, Notices, etc., electronically to the email IDs of shareholders. Your
Company has arranged to send the soft copies of these documents to the registered email
IDs of the shareholders. To support the 'Green Initiative', members who have not
registered their email addresses are requested to register the same with the Company's
Registrar and Share Transfer Agent/ Depositories for receiving all communications,
including Annual Report, Notices, Circulars, etc., from the Company electronically.
41. CAUTIONARY STATEMENT
Statements in the Directors Report and the Management Discussion and
Analysis describing the company's objectives, expectations or predictions, may be forward
looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could
influence the company's operations include: domestic demand and supply conditions
affecting selling prices, new capacity additions, availability of materials and their
cost, changes in government policies and tax laws, economic development of the country,
and other factors which are material to the business operations of the company.
42. APPRECIATION
The Directors take this opportunity to express their deep sense of
gratitude to the banks, financial institutions, stakeholders, business associates, Central
and State Governments for their co-operation, continued guidance, support and look forward
to their continued support in future. The Directors would also like to place on record the
sincere dedication, commitment and hard work of our employees and their contribution to
your Company's performance. We are deeply grateful for the confidence and faith that you
have always reposed in us.
|
For BARAK VALLEY CEMENTS LIMITED |
Kamakhya Chamaria |
Mahendra Kumar Agarwal |
(Vice Chairman & Managing Director) |
(Director) |
DIN :00612581 |
DIN:00044343 |
Add: 48/72, West Punjabi Bagh |
Add: 77 BE Block, Sector-1, Bidhan Nagar, |
Delhi-110026 |
North 24 Paraganas, West Bengal-700064 |
Place: New Delhi |
|
Date: 11.08.2023 |
|