To
The Members,
Barak Valley Cements Limited
The Directors of your Company are pleased to present the 25th Director's Report together with the Company's Audited Financial statements (Standalone and Consolidated) for the Financial Year ended 31st March 2024.
1. FINANCIAL RESULTS
The highlights of the financial performance of the Company for the financial year ended 31st March, 2024 as compared to the previous financial year are as under:
(Amount in Lacs)
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 of India.
Gross Turnover of Company:
During the financial year 2023-24, the Company's gross turnover has increased by 33.06 % i.e. to Rs. 23214.34 Lacs as compared to Rs. 17,446.26 Lacs in previous year 2022-23.
Profit after Tax:
During the financial year 2023-24, Profit after Tax has increased to Rs.985.92 Lacs as compared to Profit after tax of Rs. 580.12 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 namely:-.
? Cement International Limited (CIL)
? Badarpur Energy Private Limited (BEPL)
? Meghalaya Minerals and Mines Limited (MMML)
? Valley Strong Cements (Assam) Limited (VSCAL)
a) Cement International Limited, wholly owned subsidiary of the Company is engaged in the business of manufacturing of various grades of Cement by grinding of 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 i.e. limestone, the main raw material for the manufacturing of cement and cement clinker. During the year under review the Company's gross revenue has been declined to Rs. 627.95 Lacs as compared to Rs. 1759.68 Lacs during the previous year.
d) Valley Strong Cements (Assam) Limited, wholly owned material subsidiary of the Company has not started its operations yet.
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 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.
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://www.barakcement.com/PDF/Companv%20Policies/POLICY%20FQR%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, 2024 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. 23214.34 Lacs during the financial year 2023-24, which has been increased by 33.06 % in comparison to previous year turnover of Rs. 17446.26 Lacs. The quantity of cement sales of the Company stood at 3,46,746 MT in comparison to previous year quantity of cement sales i.e 2,57,254 MT. Your Company has earned a Profit of Rs. 985.92 Lacs during the financial year 2023-24, in comparison with the previous year Profit of Rs. 580.12 Lacs.
6.2 Consolidated
During the financial year 2023-24, the consolidated revenue from operations has been increased to Rs. 23401.09 Lacs as compared to Rs. 18257.54 Lacs during the previous year. Further, there was consolidated Profit of Rs. 725.47 Lacs in the financial year 2023-24 as compared to the consolidated Profit of Rs. 522.11 Lacs during the previous year.
7. EXPANSION/MODERNIZATION
There was no expansion and modernization during the year ended 31st March 2024.
8. DIVIDEND
The Board of Directors of the Company after considering the financial and non-financial factors prevailing during the financial year 2023-24 decided not to recommend any dividend for the financial year 2023-24.
9. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the Financial Year 2023-24, 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, 2024.
Further, your company has not proposed or pending any Buy Back of Shares during the financial year 2023-24.
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, 2024 forming part of this Annual Report.
11. TRANSFER TO RESERVES
During the Financial Year 2023-24, 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, 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:
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/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 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 2023-24 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)
The Company's CSR Policy is available on the website of Company (https://www.barakcement.com/wp-content/ uploads/2023/08/CSR-POLICY.pdf)
Composition of Committee is given below-
• Mr. Mahendra Kumar Agarwal resigned from the post of director w.e.f. 08-07-2024.
**Mr. Nishant Garodia become the member of the board and Committee w.e.f. 14-08-2024.
The role, powers and terms of reference of the Corporate Social Responsibility Committee covers all the areas prescribed under Section 135 of the Companies Act, 2013 besides other terms as referred by the Board of Directors from time to time.
The role of Corporate Social Responsibility Committee broadly includes the following:
• Formulate and recommend Corporate Social Responsibility Policy to the Board.
• Recommend the amount of expenditure to be incurred on activities to be undertaken by the Companies in the areas or subject, specified on Schedule VII of the Companies Act, 2013.
• Monitor the Corporate Social Responsibility Policy from time to time.
The recommendations made by the Committee during the year under review have been accepted by the Board of Directors.
Pursuant to the said Policy, the Committee has spent an aggregate of Rs.16.70 lacs towards Corporate Social Responsibility activities undertaken during the FY 2023-24.
The annual report on Corporate Social Responsibility activities containing composition of CSR committee and disclosure as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached and marked as Annexure 2 and forms part of this Report.
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 2024,
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 the re-appointment of Mr. Mahendra Kumar Agarwal as Non Executive Director
of the company who was liable to retire by rotation in the Annual General Meeting of the company held on 29th September, 2023.
(ii) . In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company,
Mr. Santosh Kumar Bajaj, 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-3"forming part of this Report.
(iv) Mr. Mahendra Kumar Agarwal, Non-executive Director has resigned from the post of Non-executive Director with effect from 8th July, 2024.
(v) Mr. Nishant Garodia was appointed as an additional director in the meeting of the board of directors of the company held on 14.08.2024 and become the member of the Committee w.e.f 14.08.2024.
(vi) Mr. Vaibhav Arora was appointed as an additional Independent director in the meeting of the board of directors of the company held on 14.08.2024.
(vii) Mrs. Vandana Agarwal was appointed as an additional Independent director in the meeting of the board of directors of the company held on 14.08.2024.
24. DECLARATION BY INDEPENDENT DIRECTOR
Your Company's Independent Directors Mr. Vishal More, 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, 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. However, Mr. Shyam Agarwal and Mr. Puran Chand, Independent Directors of the Company could not appear for online proficiency test within one year from the date of restoration of their name in the data bank and hence their names got removed from the database.
Your company has appointed Mr. Vaibhav Arora and Mrs. Vandana Agarwal on the board as Additional Independent Directors of the Company w.e.f 14.08.2024, subject to the approval of shareholders in the ensuing Annual General Meeting of the company. They 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 that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Listing Regulations.
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 below web link: https://www.barakcement.com/Indexed10.html
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 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 2023-24, 4 (Four) Board Meetings, 4 (Four) Audit Committee Meetings, 3(Three) Nomination & Remuneration Committee Meeting and 1 (One) Stakeholder Relationship Committee 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 Wednesday, the 10th Day of January, 2024 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, 2024 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 2023-24 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, appointed M/S RKKV & Associates, Cost Accountants (Firm Regn. no. 103938) as Cost Auditors of the Company for the financial year 2023-24 in the Board Meeting held on February 14, 2024.
M/S RKKV & Associates, Cost Accountants (Firm Regn. no. 103938) confirmed eligibility to be appointed as Cost Auditors of the company. The Board of Directors on recommendation of the Audit Committee has appointed M/S RKKV & Associates, Cost Accountants (Firm Regn. no. 103938) as the cost auditors of the Company for the financial year 2023-24 at remuneration of Rs. 35,000/- 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 2022-23 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. Gaurav Yadav & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2023-24. Secretarial audit report as provided by M/s. Gaurav Yadav & Co., Company Secretaries is also annexed to this Report, in the prescribed Form MR- 3, as "Annexure-4". 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.
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. ANNUAL RETURN
In terms of requirement of Section 134 (3) (a) of the Companies Act, 2013, the Annual return in Form MGT-7 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 5".
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 6".
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 2023-24 as required under SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached herewith and marked as "Annexure-3" 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 2023-24, 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 2023-24, 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 2023-24, 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.