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EQUITY - MARKET SCREENER

Barak Valley Cements Ltd
Industry :  Cement - North India
BSE Code
ISIN Demat
Book Value()
532916
INE139I01011
42.3587545
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BVCL
8.63
54.29
EPS(TTM)
Face Value()
Div & Yield %
2.84
10
0
 

As on: Jan 22, 2022 05:01 PM

To

The Members,

Barak Valley Cements Limited

The Directors of your Company are pleased to present the 21stAnnual Report together with the Company's Audited Financial statements (Standalone and Consolidated) for the Financial Year ended 31st March 2020.

1. FINANCIAL RESULTS

The highlights of the financial performance of the Company for the financial year ended 31st March, 2020 as compared to the previous financial year are as under:

(Rs. in Lacs)

Particulars

Standalone

Consolidated

Year Ended as at 31st March, 2020 Year Ended as at 31st March, 2019 Year Ended as at 31st March, 2020 Year Ended as at 31st March, 2019
Revenue from Operations (net) 15496.98 13966.71 16200.83 14845.26
Other Income 136.15 379.53 139.31 413.00
Total Sales & other Income 15,633.13 14346.24 16340.14 15258.26
Income before Finance Cost, Depreciation and Amortization and Income tax 1759.14 1748.95 2334.42 1875.26
Less: Depreciation and Amortization expenses 549.16 586.85 640.99 678.96
Profit before Interest and Income Tax 1209.98 1162.10 1693.43 1196.30
Less: Finance Cost 772.19 801.10 1065.81 1097.47
Profit/Loss before Exceptional items and Income Tax 437.79 361.00 140.30 98.83
Less: Exceptional items - - (487.32) -
Profit before Tax 437.79 361.00 627.62 98.83
Less: Provision for Income tax -Current Income Tax -Deferred Tax liability/(Assets) - Earlier year provisions written back
72.59 75.57 74.50 76.65
(57.11) (17.57) (54.63) (11.70)
- 0.28 - 0.28
Profit/(Loss) After tax 422.31 302.72 607.75 33.60

2. OVERVIEW AND THE STATE OF COMPANY'S AFFAIRS

The Company is principally engaged in the business of manufacturing of cement 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. Further, all of these business activities are carried out by the Company in the North East Region.

The Company's gross turnover increased by 11% to Rs. 15,496.98 Lacs during the year compared to Rs. 13,966.71 Lacs in previous year. Profit after Tax is also increased to 422.31 Lacs compared to Rs. 302.72 Lacs.

Besides this we convey thanks to our people for creating a positive impact and earning the trust of our stakeholders during this stressful and unfavourable year.

Financial Year 2019-20 was full of contrasting global economic scenarios. The domestic economy also witnessed a slowdown in Financial Year 2019-20 as the GDP growth rate was pegged at 4.2%. This was primarily on account of weak demand across sectors, tightening of credit, and the lingering effect of previous policy measures. The cement industry, after witnessing a healthy demand growth in Financial Year 2018-19, exhibited slowdown with de-growth due to the outbreak of the COVID-19 pandemic.

During the Financial Year 2019-20, North East Region of the country witnessed heavy rainfall and devastating flood. Also, the Last Quarter of the year was seriously affected due to unprecedented situation arose because of adverse hit of COVID-19 ("virus") pandemic in all over the world. The Government of India with a view to prevent the community spread among citizen had ordered nation vide lockdown. Resultant to which the working operations of the company were partially affected which also becomes a reason of slowdown in the growth of the Company. With no cure presently available, the virus has become one of the biggest threats to the global economy.

In spite of all the challenges before the Company, the Company with the help of policies enacted by the Government, its employees and various people was successful in attainment the trust of its stakeholders and in maintaining minimum level of profit and operations.

No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

3. SUBSIDIARIES

Your Company has seven wholly owned subsidiaries viz. (i) Cement International Limited, (ii) Badarpur Energy Private Limited, (iii) Meghalaya Minerals and Mines Limited,(iv) Singlacherra Tea Company Private Limited, (v) Goombira Tea Company Limited, (vi) Chargola Tea Company Private Limited and (vii) Valley Strong Cements (Assam) Limited during the year under review.

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 was Rs. 1021.85 Lacs.

d) Singlacherra Tea Company Private Limited, wholly owned subsidiary of the Company is engaged in the business of the extraction of Tea leaves. During the year under review the Company's gross revenue was Rs. 87 Lacs.

e) Goombira Tea Company Limited, wholly owned material subsidiary of the Company is engaged in the business of the extraction of Tea leaves. During the year under review the Company's gross revenue was Rs. 630.32 Lacs.

f) Chargola Tea Company Private Limited, wholly owned subsidiary of the Company is engaged in the business of the extraction of Tea leaves. During the year under review the Company's gross revenue was Rs. 11.33 Lacs.

g) 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 in pursuant to Section 128 of the Companies Act, 2013 and the rules made there under. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

The policy for determining material subsidiaries is adopted by board and is available at the Website of the below mentioned link:

(https://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 sub-section (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.

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 Annual 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. 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, 2020 the paid-up share capital of the Company was Rs. 22,16,00,000/- (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 ofthe Company stood at Rs. 15,496.98 Lacs during the financial year 2019-20, which has been increased in comparison to previous year turnover of Rs. 13,966.71 Lacs. Your Company has earned a Profit of Rs. 422.31 Lacs during the financial year 2019-20, in comparison with the previous year profit of Rs. 302.72 Lacs.

6.2 Consolidated

During the financial year 2019-20, the consolidated revenue from operations has been increased to Rs. 16,200.83 Lacs as compared to Rs. 14,845.26 Lacs during the financial year 2018-19. Further, there was consolidated profit of Rs. 607.75 Lacs in the financial year 2019-20 as compared to the consolidated Profit of Rs. 33.60 Lacs during the financial year 2018-2019.

7. EXPANSION/MODERNIZATION

The Company intent to increase the clinkerization capacity from present 600 T/day to 700 T/day and also intent to modify and modernize existing Cement Plant capacity to achieve 700 T/day of Clinker and 1000 T/day of Cement on sustainable basis. Further, the total Project Cost is Rs. 2,610.95 Lacs which is financed by Promoter Contribution of Rs, 1,010.95 Lacs and Term Loan from NEDFi of Rs. 1,600 Lacs.

8. DIVIDEND

After considering the financial and non financial factors prevailing during the financial year 2019-20, the Board of Directors have decided not to recommend dividend this year.

9. PUBLIC DEPOSITS AND BUY BACK OF SHARES

In the Financial Year 2019-20, 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, 2020.

Further, No Buy Back of Shares was proposed or pending during the financial year ended on 31st March, 2020.

10. 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 for the Financial Year ended on 31st March, 2020 forming part of this Annual Report.

11. TRANSFER TO RESERVES

In Financial Year 2019-20, Your Directors do not propose to transfer any amount to the General Reserve of the Company.

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

There has been no such material change(s) and commitment(s)incurred between the end of financial year of the company to which the financial statements relate and the date of report i.e. affecting the financial position of the Company.

13. PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All the related party transactions during the period under review are entered on arm'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 transaction 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 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.

The 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://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf)

14. COMMITTEES OF THE BOARD OF DIRECTOR'S

14.1 In pursuance to Section 177 of the Companies Act, 2013 and the rules made thereunder read with the Listing Regulations, the Audit Committee of the Board of Directors of the Company comprises:

S.No. Name of Director DIN Designation
1 Mrs. Renu Kejriwal 06768299 Chairman
2 Mr. Kamakhya Chamaria 00612581 Member
3 Mr. Shyam Agarwal 08294059 Member

Further details relating to the Audit Committee are provided in the Corporate Governance Report, forming part of this Annual Report. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

14.2 In addition to Audit Committee the Company has also constituted the Nomination and Remuneration Committee, Stakeholders Relationship Committee and General Purpose Committee.

14.3 In terms of Section 177(8) of the Companies Act, 2013 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. Further, during the period under review, there was no instance, where the recommendations of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee were not accepted by the Board.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance with Section 177 (9) & (10) of the Companies Act, 2013 and Listing Regulations 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/index384c.html)

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 the Company has been addressing and analizing 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 Company has a robust risk management process to identify key risks across the Group, and prioritise action plans to mitigate them. The proceedings of the review process include discussions on the management's submissions on risks, prioritization of key risks and approval of action plans to mitigate such risks. Some of the uncertainties and risks that can affect the business are technological changes, changing customer preferences and behavior, competition, volatility in prices of cement and macroeconomic factors such as an economic slowdown.

16A.COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign exchange 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. 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.

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

Your Company is committed to ensuring that all are treated with dignity and respect and having zero tolerance towards sexual harassment at the workplace and towards this end, 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 and adequate access has been provided to complainants who wish to register a complaint under the policy. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. 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.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Composition of the Board of Directors of the company as on date of report 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, 2020, the Board comprises of 7 members out of which 4 (Four) are Independent (including One Women Director) and 3(Three) are Non- Independent Directors. Further, as on the aforesaid date, the Company has 6 (Six) non-executive directors and 1 (One) executive director. The Board periodically evaluates the need for its change in its composition and size.

The Nomination & Remuneration Committee of the Company in accordance with Para A of Part D of schedule III and Regulation 19 of Listing Regulations has approved a policy for selection, appointment and remuneration of Director's, 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 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.

20. EVALUATION OF BOARD'S PERFORMANCE

In terms of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 and Regulation 17 of the Listing Regulations, it is required to have a formal annual evaluation of the performance of the Board, its Committees and the Directors individually. In pursuance of the aforesaid provisions of the Companies Act, 2013 and Listing Regulations, 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.

The 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. 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 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.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review, the details of Directors and Key Managerial Personnel were as follows:

(i) . Mr. Puran Chand appointed by the Board of Directors on recommendation of Nomination & Remuneration Committee as an Additional

Director in the capacity of Independent Director of the Company with effect from 29th May, 2019 and pursuant to the provisions of Section 152 of the Companies Act, 2013 appointed by shareholders as Independent Director of the Company not liable to retire by rotation in the 20th Annual General Meeting duly held on 27th September, 2019 for a term of five consecutive years beginning from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting (2024) of the Company.

(ii) . The Shareholders of the Company by passing the requisite resolution re-appointed Mr. Dhanpat Ram Agarwal and Mrs. Renu Kejriwal as

Independent and Non-Executive Directors of the Company not liable to retire by rotation for the second term of 5(five) consecutive years on the Board of the Company beginning from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting (2024) of the Company.

(iii) . The Shareholders of the Company approved re-appointment of Mr. Santosh Kumar Bajaj as Director of the Company who was liable to retire

by rotation in the Annual General Meeting of the Company held on 27th September, 2019.

(iv) . Mr. Nishant Garodia, Non-Executive and Non-Independent Director due to his pre-occupation elsewhere has tendered his resignation with

effect from 13th Day of November, 2019.

(v) . In accordance with the provisions of Section 152 of the Companies Act, 2013 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.

(vi) . Mr. Kamakhya Chamaria (DIN: 00612581), Vice Chairman & Managing Director of the Company had appointed as Managing Director for term of three consecutive years to hold office upto 29th September, 2020. In accordance with the provisions of Section 196, 197 and 203 of the Companies Act, 2013 after considering his knowledge, expertise and experience in his respective field ,the Board of Directors at their meeting held on 14th September, 2020 has on recommendation of Nomination and Remuneration Committee and subject to approval of members in the ensuing Annual General Meeting approved the re-appointment of Mr. Kamakhya Chamaria as Managing Director of the Company for a further period of 3 Years w.e.f. 30th September, 2020.

Further, the Board recommends the re-appointment of Mr. Kamakhya Chamaria as Managing Director of the Company not liable to retire by rotation to hold office for three consecutive years i.e. till September 29, 2023.

Brief particulars of Directors eligible for reappointment / appointment are annexed to the Notice convening the 21st Annual General Meeting of the Company.

(vii). The Key Managerial Personnel of the Company are:

• Managing Director- Mr. Kamakhya Chamaria

• Chief Executive Officer-Mr. Mukesh Kr. Shovasaria

• Chief Financial Officer: Mr. Rajesh Aggarwal

• Company Secretary: Ms. Deepa(appointed w.e.f. 12.11.2020)

Further, all other relevant details with regard to Board of Directors and Key Managerial Personnel described in the Corporate Governance Report "Annexure-6"forming part of this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTOR

On this date of Report, Mr. Dhanpat Ram Agarwal, Mr. Shyam Agarwal, Mr. Puran Chand and Mrs. Renu Kejriwal are Independent Directors on the Board of your Company and in compliance with section 149(7) of the Companies Act, 2013 all of the independent directors have submitted their declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and also they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Listing Regulations.

Your Board of Directors 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 ofthe 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 IICA within a period of one year 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, Mr. Puran Chand and Mrs. Renu Kejriwal, Independent Directors of the Company will appear for online proficiency test within one year from the date of inclusion of his name in the data bank.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the cement industry scenario, the socio-economic 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 familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The familiarization program is available on the Company's website may be accessed by clicking on below web link:

(http://www.barakcement.com/PDF/Company%20Policies/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT%20 DIRECT ORS.pdf)

24. MEETINGS OF THE BOARD

During the Financial Year 2019-20, 5 (Five) Board meetings, 4 (Four) Audit Committee Meetings and 3 (Three) Nomination & Remuneration Committee Meetings were convened. The details of which are given in the Corporate Governance Report forming part of the Annual Report.

Further, we affirm that 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.

25. MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on Thursday, the 13thDay of February, 2020 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.

26. 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, 2020 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.

27. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year 2019-20, as stipulated under 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.

28. AUDITORS & AUDITORS' REPORT

28.1 Statutory Auditors and Audit Report

Pursuant to Section 139 of the Companies Act, 2013, M/s P.K. Lakhani & Co., Chartered Accountants, (Firm Registration No. 014682-N) Statutory Auditors of the Company have been appointed by the members at the Eighteenth Annual General Meeting to hold office for a period of 5 years from the date of such meeting held on 28th September, 2017.

Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017effective from 7th May, 2018, the requirement of seeking ratification of 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 2019-20 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.

28.2 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 2019-20 in the Board Meeting held on August 13, 2019.

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 2020-21. 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 2020-21 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 2018-19 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.

28.3 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 2019-20. 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, Goombira Tea Company Limited and Valley Strong Cements (Assam) Limited, wholly owned material Subsidiaries of the Company are liable to undertake secretarial audit and reports submitted by secretarial auditor is annexed herewith and marked as "Annexure 2A" and "Annexure 2B" respectively. The reports are self-explanatory and therefore do not call for any further comments.

Further, M/s. Shailendra Roy & Associates, Company Secretaries eligible to be re-appointed as Secretarial Auditors of the company and expressed their willingness to be re-appointed for the financial year 2020-21. The Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Shailendra Roy & Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2020-21.

29. 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.

30. 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 annexed herewith and marked as "Annexure 3".

Further, in terms of Section 134 (3) (a) of the Companies Act, 2013, the annual return of the Company has been placed on the Company's website of the Company at www.barakcement.com.

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

The information on conservation of energy, technology absorption and 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 4".

32. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The details relating to the ratio of the remuneration of each director to the median employee's 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 5".

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) 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.

34. CORPORATE GOVERNANCE

Your Directors are committed to achieving the highest standards of ethics, corporate governance and continue to comply with the Code of Conduct. The endeavour is to enhance the reputation of the Company as a responsible and sustainable company in order to attract as well as retain talents, customers, suppliers, investors and to maintain fulfilling relationships with the communities.

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 2019-20 as required under SEBI(LODR) Regulations of the Company is attached herewith and marked as "Annexure-6" 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.

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

During the Financial Year 2019-20, 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.

36. COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS AND INDIAN ACCOUNTING STANDARDS

During the Financial Year 2019-20, 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.

37. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2019-20, there has not been any change in the nature of business of the Company.

38. CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and 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.

39. 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.

40. 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.

41. 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 hardwork 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 Santosh Kumar Bajaj
(Vice Chairman & Managing Director) (Director)
DIN : 00612581 DIN: 00045759
Add: 48/72, West Punjabi Bagh Add: Bajaj Engineering Co Compound
New Delhi-110026 F A Road, Kumarpara Guwahati, Assam- 781009
Place: New Delhi
Date: 12.11.2020