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Directors Report of Barak Valley Cements Ltd.

Mar 31, 2014

Dear Members,

The Directors of your company are glad to present the 15th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of your Company''s financial performance during the Financial Year ended 31st March, 2014 is as under:

(Rs. in Lacs)

Particulars Year Ended as at Year Ended as at 31st March, 2014 31st March, 2013

Revenue from Operations (net) 10,360.88 10,888.17

Other Income 27.64 30.18

Total Sales & other Income 10,388.52 10,918.36

Income before Finance cost, Depreciation and Amortization and Income tax 1,213.34 1,326.15

Less : Depreciation and Amortization expenses 493.84 519.44

Profit before Interest and Income Tax 719.50 806.71

Less : Finance Cost 792.49 836.42

Profit before Income Tax (72.99) (29.71)

Less : Exceptional Items 12.03 8.55

Less : Provision for Income tax - -

Earlier year provisions written back - -

Current Income Tax - -

Deferred Tax liability/ (Assets) (20.65) (15.59)

Profit After tax (64.37) (22.68)

Less : Balance brought forward from last year 4,134.43 4,157.11

Profit available for appropriation 4,070.05 4,134.42

Less : Appropriations:

Transfer to General Reserves - -

Proposed Dividend on Equity shares - -

Corporate Dividend Tax - -

Balance Transfer to Reserve and Surplus 4,070.05 4,134.42

CHANGES IN CAPITAL STRUCTURE

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

As at 31st March, 2014 the paid-up capital of the Company was Rs. 22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no change in the capital structure of your Company during the year under report.

OPERATIONS

Standalone

The Standalone turnover of the company stood at Rs. 10,360.88 Lakhs during the year 2013-14, which is decreased in comparison to previous year turnover of Rs. 10,888.17 Lakhs. The Company''s losses are increased to Rs. 64.38 Lakhs during the financial year 2013-14, when compared with the previous year loss of Rs. 22.68 Lakhs.

Consolidated

Pursuant to the requirements of Clause 32 of the Listing Agreement, the audited consolidated financial results are also attached with the standalone financial results in this Annual Report. During the year 2013-14 the consolidated revenue from operations decreased to Rs. 12,391.86 Lakhs in the Current Year as compared to Rs. 13,078.93 Lakhs in the period 2012-13. The consolidated loss has also increased from Rs. 447.98 Lakhs in 2012-13 to Rs. 763.96 Lakhs in the current period.

DIVIDEND

Your Directors after considering the performance of the Company for the Financial Year 2013-14 have decided not to recommend Dividend this year.

SUBSIDIARIES

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

The statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiaries is annexed to this report. Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the Board of Directors of Company in their Meeting held on 14th February, 2014, subject to conditions mentioned in the said circular resolved, not to attach Balance sheet of subsidiaries with Balance Sheet of Company for the Financial Year 2013-14.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and that of subsidiary companies who are seeking such information at any point of time and a hard copy of details of accounts of subsidiaries will be provided to Member on demand. A statement giving certain information as required by the said circular is annexed herewith along with the Consolidated Accounts.

Further the annual accounts of the subsidiary companies will also be kept open for inspection by any Member of the Company in the head office of the Company and of the subsidiary Companies concerned.

Business of Company and its Subsidiaries

S. Company and its Subsidiaries Nature of business activity No

1. Barak Valley Cements Limited Manufacturing and dealing of cement and carrying other allied activities.

2. Cement International Limited Manufacturing and dealing of cement and carrying other allied activities.

3. Meghalaya Minerals and Mines Extraction / mining and Limited crushing of limestone and other minerals.

4. Badarpur Energy Private Limited Power Generation and Distribution business.

5. Goombira Tea Company Limited Tea plantation and other agricultural activities.

6. Chargola Tea Company Tea plantation and other Private Limited agricultural activities

7. Singlacherra Tea Company Tea plantation and other Private Limited agricultural activities

8. Valley Strong Cements (Assam) Manufacturing and dealing of Limited cement and carrying other allied activities

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

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

DIRECTORS

Pursuant to provisions of Section 152 of Companies Act, 2013 and the Articles of Association of the Company Sh. Mahendra Kumar Agarwal and Sh. Prahlad Rai Chamaria, Directors of the Company are liable to retire by rotation and being eligible, offers themselves for re-appointment.

During the year under report Sh. Edwin Especiano Fernandes''s nomination was withdrawn by IDBI Bank from the Board of the Company w.e.f. from 28th June, 2013.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, and the Articles of Association of the Company, Smt. Renu Kejriwal was appointed as an Additional Director designated as an Independent Director w.e.f. 20th December, 2013 and she shall hold office upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notice in writing from a member proposing Smt. Renu Kejriwal for appointment as an Independent Director.

In terms of Sections 149 and 152 read with Schedule IV of the Companies Act, 2013, it is proposed to re-appoint Sh. Brahm Prakash Bakshi, Sh. Vishal More, Dr. Dhanpat Ram Agarwal and Sh. Ramesh Chandra Bajaj, Independent Directors on the Board of the Company for another term of 5 years through Special Resolution at the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS

Statutory Auditors

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

The Board of Directors proposes the re-appointment of M/s Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company on the recommendation of Audit Committee, to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

Cost Auditors and Cost Audit Report

Cost audit records have been maintained for the financial year 2013-14 and pursuant to directives of central government and provisions of Section 233B (2) of Companies Act, 1956 and Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee has proceeded to appoint Sh. Nirmalendu Kar Purkayastha, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2014-15.

The Audit Committee has also received a Certificate from the Cost Auditor Certifying their independence and arm''s length relationship with the Company.

AUDIT COMMITTEE

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In terms of Section 177 of the Companies Act, 2013 and SEBI circular no. CIR/CFD/Policy Cell/2/2014 dated 17th April, 2014, regarding amendment in clause 49, your company has a vigil mechanism/ Whistle Blower Policy for directors and employees to report to the concerns about the unethical behaviour, actual or suspected, fraud or violation of the company''s code of conduct or ethics policy.

INDEPENDENT AUDITORS'' REPORT

Independent Auditors'' Report to the shareholders does not contain any qualifications. Notes on Accounts referred to the Independent Auditor''s Report are self explanatory and thereafter do not call for further comments.

PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they have taken all reasonable steps, as are required to ensure:

i. that all the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. that reasonable and prudent accounting policies have been used in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs and the loss of the company for the year ended 31.03.2014;

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the financial statements have been prepared on a going concern basis.

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.

PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and rules made there under and hence no amount of principal or interest was outstanding as on 31st March, 2014.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31st March, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988 are set out in Annexure ''A'' forming part of this report.

APPRECIATION

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

For BARAK VALLEY CEMENTS LIMITED

Sd/- Place: Delhi (Bijay Kumar Garodia) Date : 30th May, 2014 Chairman & Whole Time Director


Mar 31, 2013

To The Members of Barak Valley Cements Limited

The Directors of your company are glad to present the 14th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

The summary of your Company''s financial performance during Financial Year ended 31st March, 2013 is as under:

(Rs. in Lacs) Particulars Year Ended as at Year Ended as at 31st March, 2013 31st March, 2012

Revenue from Operations (net) 10888.17 9722.84

Other Income 30.18 19.71

Total Sales & other Income 10918.36 9742.55

Income before Finance cost, 1326.15 544.83

Depreciation and Amortization and Income tax

Less: Depreciation and Amortization expenses 519.44 496.41

Profit before Interest and Income Tax 806.71 48.42

Less: Finance Cost 836.42 717.74

Profit before Income Tax (29.71) (669.32)

Less: Exceptional Items 8.55 (17.06)

Less: Provision for Income tax

Earlier year provisions written back - 5.84

Current Income Tax - -

Deferred Tax liability/(Assets) (15.59) 12.79

Profit After tax (22.68) (670.89)

Less: Balance brought forward from last year 4157.11 4828.00

Profit available for appropriation 4134.42 4157.11

Less: Appropriations: -- --

Transfer to General Reserves -- --

Proposed Dividend on Equity shares -- --

Corporate Dividend Tax -- --

Balance Transfer to Reserve and Surplus 4134.42 4157.11

CHANGES IN CAPITAL STRUCTURE

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

As at 31st March, 2013 the paid-up capital of the Company was Rs. 22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no change in the capital structure of your Company during the year under report.

OPERATIONS

Standalone

The Standalone turnover of the company stood at Rs. 10,888.17 Lakhs during the year 2012-13, which is an increase over previous year turnover of Rs. 9,722.84 Lakhs. However, the Company losses were reduced to Rs. 22.68 Lakhs during the financial year 2012-13, when compared with the previous year loss of Rs. 670.89 Lakhs.

Consolidated

Pursuant to the requirements of Clause 32 of the Listing Agreement, the audited consolidated financial results are also attached with the standalone financial results in this Annual Report. During the year 2012-13 the consolidated revenue from operations increased to Rs. 13,078.93 Lakhs as compared to Rs. 12,201.83 Lakhs in the period 2011-12. The consolidated loss has reduced from Rs. 1,065.10 Lakhs in 2011-12 to Rs. 447.98 Lakhs in the current period.

DIVIDEND

Your Directors after considering the performance of the Company for the Financial Year 2012-13 have decided not to recommend Dividend this year.

SUBSIDIARIES

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

The statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiaries is annexed to this report. Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the Board of Directors of Company in their Meeting held on12th February, 2013, subject to conditions mentioned in the said circular resolved, not to attach Balance sheet of subsidiaries with Balance Sheet of Company for the Financial Year 2012-13.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to Members of the Company and that of subsidiary companies who are seeking such information at any point of time and a hard copy of details of accounts of subsidiaries will be provided to Member on demand. A statement giving certain information as required by the said circular is annexed herewith along with the Consolidated Accounts.

Further the annual accounts of the subsidiary companies will also be kept open for inspection by any Member of the Company in the head office of the Company and of the Subsidiary Companies concerned.

Business of the Company and its Subsidiaries

S. No Company and its Subsidiaries Nature of business activity

1. Barak Valley Cements Limited Manufacturing and dealing of cement and carrying other allied activities

2. Cement International Limited Manufacturing and dealing of cement and carrying other allied activities

3. Meghalaya Minerals and Mines Limited Extraction / mining and crushing of limestone and other minerals

4. Badarpur Energy Private Limited Power Generation and Distribution business

5. Goombira Tea Company Limited Tea plantation and other agricultural activities

6. Chargola Tea Company Private Limited Tea plantation and other agricultural activities

7. Singlacherra Tea Company Private Limited Tea plantation and other agricultural activities

8. Valley Strong Cements (Assam) Limited Manufacturing and dealing of cement and carrying other allied activities

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed herewith and is an integral part of this report.

CORPORATE GOVERNANCE REPORT

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

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

DIRECTORS

In accordance with the provision of Section 255 & 256 of Companies Act, 1956, Sh. Bijay Kumar Garodia, Dr. Dhanpat Ram Agarwal and Sh. Santosh Kumar Bajaj, Directors of the Company are liable to retire by rotation and they have offered themselves for re-appointment.

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Further M/s Kumar Vijay Gupta & Co. has subjected themselves to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of ICAI.

The Board of Directors proposes the re-appointment of M/s Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company on the recommendation of Audit Committee, to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

Cost Auditors and Cost Audit Report

Cost audit records have been maintained for the financial year 2012-13 and pursuant to directives of central government and provisions of Section 233B (2) of Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee has proceeded to appoint Sh. Nirmalendu Kar Purkayastha, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2013-2014.

The Audit Committee has also received a Certificate from the Cost Auditor Certifying their independence and arm''s length relationship with the Company.

AUDIT COMMITTEE

Your Company has an Audit Committee, in terms of Companies Act, 1956 and that of Listing Agreement, further details of Audit Committee are given in the Corporate Governance Report.

INDEPENDENT AUDITORS'' REPORT

Independent Auditors'' Report to the shareholders does not contain any qualifications. Notes on Accounts referred to the Auditor''s Report are self explanatory and thereafter do not call for further comments.

PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they have taken all reasonable steps, as are required to ensure:

i. that all the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards; ii. that reasonable and prudent accounting policies have been used in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs and the loss of the company for the year ended 31.03.2013;

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the financial statements have been prepared on a going concern basis.

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.

PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31st March, 2013. No Buy Back of Shares was proposed or pending during the Financial Year ended on 31st March, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988 are set out in Annexure ''A'' forming part of this report.

APPRECIATION

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the BVCL family.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.





For BARAK VALLEY CEMENTS LIMITED

Sd/- Place : Delhi (Bijay Kumar Garodia) Date : 29.05.2013 Chairman


Mar 31, 2012

To,The Members of Barak Valley Cements Limited

The Directors of your company are glad to present the 13th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2012.

Financial Results

The summary of your Company's financial performance during Financial Year ended 31st March 2012 is as under:

(Rs. In Lacs)

Particulars Year Ended as at Year Ended as at 31st March, 2012 31st March, 2011

Revenue from operations (net) 9722.84 8994.43

Other Income 19.71 19.83

Total Sales & Other Income 9742.55 9014.26

Income before Finance Cost, depreciation and amortization and Income Tax 544.83 1048.76

Less: Depreciation & amortization expenses 496.41 531.74

Profit before Interest and Income Tax 48.42 517.02

Less: Finance Cost 717.74 494.36

Profit before Income Tax (669.36) 22.66

Less: Exceptional Items (17.06) (33.44)

Less: Provision for Income Tax

Current Income Tax - -

Deferred Tax Liability 18.63 (1.60)

Profit After Tax: (670.89) 57.70

Less: Balance brought down from last year 4828.00 4,770.30

Profit available for Appropriation 4157.11 4,828.00

Less: Appropriations: - -

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Corporate Dividend Tax - -

Balance Transferred to Reserve & Surplus 4157.11 4,828.00

OPERATIONS

Standalone

The Standalone turnover of the company stood at Rs. 9722.65 lakhs during the year 2011-12 which is an increase over previous year turnover of Rs. 8994.43 Lakhs. However, the profitability of the company for the current year witnessed a sharp fall to a loss of Rs. 670.89 Lakhs when compared with the previous year profit of Rs. 57.70 Lakhs.

Consolidated

Pursuant to the requirements of Clause 32 of the Listing Agreement, the audited consolidated financial results are also attached with the standalone financial results in this Annual Report. During the year 2011-12 the consolidated revenue from operations increased to Rs. 12,201.83 Lakhs as compared to Rs. 11409.80 Lakhs in the period 2010-11. The consolidated loss has also increased from 375.52 Lakhs in 2010-11 to Rs. 1065.10 Lakhs in the current period.

DIVIDEND

Your Directors after considering the performance of the Company for the Financial Year 2011-12 have decided not to recommend Dividend this year.

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.

Pursuant to General Circular No. 2/2011 dated 8th February 2011, the Board of Directors of the Company in their Meeting held on 14th February 2012, subject to conditions mentioned in said circular resolved, not to attach Balance Sheet of subsidiaries with Balance Sheet of Company for Financial Year 2011-12. The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the Company and that of the subsidiary companies who are seeking such information at any point of time and a hard copy of details of accounts of the subsidiaries will be provided to shareholder on demand. A statement giving certain information as required by the said circular is placed along with the Consolidated Accounts.

Further the annual accounts of the subsidiary companies will also be kept for inspection by any shareholder of the company at the head office of the company and of the subsidiary companies concerned.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed herewith and forming integral part of this report.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance in the Annual Report of the Company, with a detailed compliance report on Corporate Governance is forming part of this report.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 Sh. Prahlad Rai Chamaria, Sh. Ramesh Chandra Bajaj & Sh. Vishal More, Directors of the Company are liable to retire by rotation and they have offered themselves for re-appointment.

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Further M/s Kumar Vijay Gupta & Co. has subjected themselves to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of ICAI.

The Board of Directors recommend the re-appointment of M/s Kumar Vijay Gupta & Co. as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of Annual General Meeting to be held next thereafter and to fix their remuneration.

Cost Auditors and Cost Audit Report

The Board of Directors on the recommendation of the Audit Committee has proceeded to re-appoint M/s. Manash R & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2012-2013 in accordance with the provisions of Section 233B(2) of the Companies Act, 1956 . M/s. Manash R & Associates, Cost Accountants have confirmed that their appointment is within the limits of the Section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under Section 233B(5) read with Section 224 sub section (3) or sub section (4) of Section 226 of the Companies Act 1956.

The Audit Committee has also received a Certificate from the Cost Auditor Certifying their independence and arm's length relationship with the Company. Pursuant to Companies (Cost Audit Report) Rules 2011 the due date for filing the Cost Audit Report for the financial year 2011-2012 is 27th September, 2012.

AUDIT COMMITTEE

Your Company has an Audit Committee, in terms of Companies Act, 1956 and that of Listing Agreement further details of Audit Committee are given in the Corporate Governance Report.

AUDITORS' REPORT

Auditors' Report to the shareholders does not contain any qualifications. Notes on Accounts referred in the Auditor's Report are self explanatory and thereafter do not call for further comments.

PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they have taken all reasonable steps, as are required to ensure:

i. that all the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. that reasonable and prudent accounting policies have been used in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs and the profit of the company for the year ended 31.03.2012;

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the financial statements have been prepared on a going concern basis.

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.

PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31/03/ 2012.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988 are set out in Annexure 'A' forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, Central and State Governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the BVCL family.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For Barak Valley Cements Limited

Sd/-

Place : Delhi (Kamakhya Chamaria)

Date : 30.05.2012 Chairman


Mar 31, 2011

The Members,

The Directors of your company are pleased to present the 12th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2011.

Financial Results

The summary of your Company's financial performance during Financial Year ended 31st March 2011 is as under:

(Rs. In Lacs)

Particulars Year Ended Year Ended on 31st on 31st March, 2011 March, 2010

Sales (net of excise duty) 9,512.22 11,294.09

Other Income 15.68 1.27

Total Sales & Other Income 9,527.90 11,295.36

Profit before Interest, Dep. & Income Tax 1,030.12 2,254.58

Less: Depreciation 531.74 626.20

Profit Before Interest and Income Tax 498.38 1,628.38

Less: Interest 475.71 293.17

Profit before Income Tax 22.67 1,335.21

Less: Prior Period Adjustments (33.43) 23.47

Less: Provision for Taxation

Current Income Tax - -

Deferred Tax Liability (1.60) (6.26)

Profit after Tax 57.70 1,318.00

Add: Balance Brought Forward from last year 4,770.30 3,711.56 Profit available for Appropriation 4,828.00 5,029.56

Less: Appropriations

Transferred to General Reserve - - -

Proposed Dividend on Equity Shares - 221.60 -

Corporate Dividend Tax - 37.66 259.26

Balance Transferred to Reserve & Surplus 4,828.00 4,770.30

OPERATIONS

Stand Alone Financials

During the Financial Year 2010-11 the turnover of company has decreased to Rs 9,512.22 Lakhs from Rs. 11,294.09 Lakhs in 2009-10, therefore Net Profit has also reduced to Rs. 57.70 Lakhs from Rs.1,318.00 Lakhs in 2009-10.

Consequently the EPS has been reduced from Rs. 5.95 per Equity Share in FY 2009-10 to Rs. 0.26 per Equity Share in FY 2010-11.

Consolidated Financials

The Consolidated Financial Statement, is prepared according to the Accounting Standards of ICAI, further as per the requirement of Clause 32 of the Listing Agreement, the audited consolidated financial results of the Company are attached with the annual report. Summary of Consolidated financial performance of the Company and its subsidiaries is hereunder mentioned:

(Rs. in Lacs)

Particulars 2010-11 2009-10

Sales/ Turnover (Net of Excise duty) 11,983.33 15,436.50

Profit/ (Loss) Before Tax (391.86) 1,142.07

Profit/ (Loss) After Tax (375.52) 1,152.19

Total Shareholders Fund 11,089.21 11,475.68

Subsidiaries

At present, your company has seven subsidiary companies namely (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.

Pursuant to General Circular No. 2/2011 dated 8th February 2011, the Board of Directors of Company in their Meeting held on 28th May 2011 subject to conditions mentioned in said circular, resolved not to attach Balance Sheet of subsidiaries with Balance Sheet of Company for Financial Year 2010-11. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and that of subsidiary companies, who are seeking such information, at any point of time and a hard copy of details of accounts of subsidiaries will be provided to shareholder on demand.

Further the annual accounts of the subsidiary companies will also be kept for inspection by any shareholders in the head office of the company and of the subsidiary companies concerned.

Business of Company and its Subsidiaries

S. Company and its Subsidiaries Nature of business activity No.

1. Barak Valley Cements Limited Manufacturing and distribution of cement and carrying other allied activities.

2. Cement International Limited Manufacturing and distribution of cement and carrying other allied activities.

3. Meghalaya Minerals and Mines Extraction and mining of Limited limestone and other minerals.

4. Badarpur Energy Private Limited Power Generation and Distribution business.

5. Goombira Tea Company Limited Tea plantation and other agricultural activities.

6. Chargola Tea Company Private Tea plantation and other Limited agricultural activities.

7. Singlacherra Tea Company Tea plantation and other Private Limited agricultural activities.

8. Valley Strong Cements (Assam) Manufacturing and distribution Limited of cement and carrying other allied activities.

Note : Goombira Tea Company Limited has been converted from Private Limited Company to Public Limited Company on 20.04.2011

DIVIDEND

Your Directors after considering the performance of the Company for the Financial Year 2010-11 have decided not to recommend Dividend this year (Previous Year Dividend of Re 1/- per Equity Share amounting to Rs. 221.60 Lakhs was paid).

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed herewith and is an integral part of this report.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance in the Annual Report of the Company, with a detailed compliance report on Corporate Governance is forming part of this report.

DIRECTORS

In accordance with the provision of Section 255 & 256 of Companies Act, 1956 Sh. Santosh Kumar Bajaj, Sh. Mahendra Kumar Agarwal & Sh. Brahm Prakash Bakshi are liable to retire by rotation and being eligible have offered themselves for reappointment.

AUDITORS

The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956. Further M/s Kumar Vijay Gupta & Co., has subjected themselves to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of ICAI.

The Board of Directors recommend the re-appointment of M/s Kumar Vijay Gupta & Co. as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of Annual General Meeting to be held next thereafter and to fix their remuneration.

AUDIT COMMITTEE

Your Company has an Audit Committee, in terms of Companies Act, 1956 and that of Listing Agreement. Further details of Audit Committee are given in the Corporate Governance Report.

AUDITORS' REPORT

Auditors' Report to the shareholders does not contain any qualifications. Notes on Accounts referred to the Auditor's Report are self explanatory and thereafter do not call for further comments.

PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they have taken all reasonable steps, as are required to ensure:

i. that all the applicable accounting standards have been followed in preparation of the financial statements and there are no

material departures from the said standards;

ii. that reasonable and prudent accounting policies have been used in preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31.03.2011 and of the profit for the year ended 31.03.2011;

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the financial statements have been prepared on a going concern basis.

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.

PUBLIC DEPOSIT, BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31/03/ 2011.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988 are set out in Annexure 'A' forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors take this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the family of Barak Valley Cements Limited.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For Barak Valley Cements Limited

Sd/- Bijay Kumar Garodia Chairman Kolkata 28/05/2011


Mar 31, 2010

The Directors are pleased to present of the Directors report for the financial Year ended on 31st March, 2010.

Financial Results

The summery of your Companys financial performance during Financial Year ended on 31st March, 2010 is as under:

Rs. In lacs Particulars Year Ended on Year Ended on 31st March, 2010 31st March, 2009 Sales (net of excise duty) 11294.09 8914.33 Other income 1.27 48.13 Total Sales & Other Income 11295.36 8962.46 Profit before interest, Dep. & Income Tax 2254.58 1744.11 Less: Depreciation 626.2 607.81 Profit Before Interest and Income Tax 1628.38 1136.30 Less: Interest 293.17 292.46 Profit before Income Tax 1335.21 843.84 Less: Prior Period Adjustments 23.47 1.52 Less: Provision for Income Tax Current Income Tax - - Deferred Tax Liability (6.26) 18.54 Fringe Benefit Tax - 7.11 25.65 Profit after Tax 1318.00 816.67 Add: Balance Brought down from last year 3711.56 3154.15 Profit available for Appropriation 5029.56 3970.82 Less: Appropriations Transferred to Genera! Reserve - - Proposed Dividend on Equity Shares 221.60 221.60 Corporate Dividend Tax 37.66 259.26 37.66 259.26 Balance Transferred to Reserve & Surplus 4770.30 3711.56

OPERATIONS

Stand Alone Financial

Your Company has achieved the 26.70% increase in the turnover (from Rs. 8914.33 Lakhs in 2008-09 to Rs. 11294.09 in 2009-10), consequently there is increase of 61,39 % in the Net profit of the Company (from Rs. 816.67 in 2008-09 to Rs. 1318.00 in 2009-10).

The Earning Per Share of the Company has been increased from Rs.3.69/- in 2008-09 to Rs. 5.95/- in 2009-10 resulting into 61.25% increase.

Financial Ratios 2007-08 2008-09 2009-10 Current Ratio 3.64 3.83 3.33 Debt Equity Ratio 0.43 0.39 0.42 Return on Equity 15.03% 10.37% 14.75% Price Earning Ratio . 5.57 3.58 4.66 Dividend Yield Ratio 6.09% 7.58% 3.60% Net Profit Ratio 15.65% 9.16% 11.67%

* Closing market price as on 31st March (Source: www.nseindia.com)

Consolidated

The Consolidated Financial Statement, is prepared according to the Accounting Standards of 1CAI, further as per the requirement of Clause 32 of the Listing Agreement, the audited consolidated financiol results of the Company are attached with the annual report. Summary of Consolidated financial performance of the Company and its subsidiaries is hereunder mentioned:

(Rs. in lacs) Particulars 2009-10 2008-09 Sales/Turnover 15,436.50 11,941,18 Profit Before Tax 1,142.07 597.49 Profit After Tax 1,152.19 593.00 Total Shareholders Fund 11,486,43 7,872.41

Subsidiaries

At present, your company has six subsidiary companies namely (i) Cement International Limited, (ii) Badarpur Energy Private Limited, (iii) Meghalaya Minerals and Mines Limited.(iv) Singlocherra Tea Company Private Limited, (v) Goombiro Tea Company Private Limited, (vi) Chargolo Tea Company Private Limited.

Your Company has applied for exemption under Section 212 of the Companies Act, 1956 from attaching the annual accounts of subsidiaries with that of holding company and the same was granted by Ministry of Corporate Affairs, Government of India vide their letter doted 09/04/2010. The annual accounts and other related information of subsidiaries will be made available to investors of holding os well as of subsidiaries on request, who are seeking such information.

DIVIDEND

Your Directors after considering (he performance of the Company for the Financiol Year 2009-10 have recommended a Dividend of Re. V- per Equity Share of Face Voiue of Rs. 10/- each, amounting to Rs. 221.60 Lakhs (Previous Year Dividend of Re. 1/- per Equity Share amounting to Rs. 221.60 Lakhs was paid). The approval of Members of the Company will be sought during the forthcoming 11th Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is annexed herewith and forming integral part of this report. -

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance in the Annua! Report of the Company, with a detailed compliance report on Corporate Governance is forming part of this report,

DIRECTORS

In accordance with the provision of Section 255 & 256 of Companies Act, 1956 Mr. Bijay Kumar Garodia, Dr. Dhanpat Ram Agarwal & Mr. Dinesh Chandra Agarwal are liable to retire by rotation. Mr. Dinesh Chandra Agarwal has expressed his unwillingness to be reappointed, the Board decided not to propose appointment of any other person on his place. ;

AUDITORS

The Statutory Auditor of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountant, will cease his office at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1 B( of the Companies Act, 1956. Further M/s Kumar vljoy Gupta & Co., has subjected themselves to the peer review process of ICA! and holds a valid certificate issued by the Peer Review Board oflCAI.

The Board of Directors recommend the re-appointment of M/s Kumar Vijay Gupta & Co. as Statutory Auditor of the Company from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of Annual General Meeting to be held next thereafter and to fix their remuneration.

AUDIT COMMITTEE

Your Company has an Audit Committee, in terms.ofCompanies Act, 1956 and that of Listing Agreement, further details of Audit Committee are given in 1he Corporate GoveHSafjc^RipqfiL

AUDITORS REPORT

Auditors Report io the Shareholders does not contain any qualifications. Notes on Accounts referred to the Auditors Report are self explanatory and thereafter do not call for further comments.

PARTICULARS OF EMPLOYEES

None of the employee of the Company was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they have taken all reasonable steps, as are required to ensure:

i.that all the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. that reasonable and prudent accounting policies have been used in preparation of the financial statements, that they have been consisten -tly applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as ot 31.03.2010 and of the profit for the yeor ended 31.03.2010;

iii. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing ond detecting fraud and other irregularities;

iv. that the financial statements have been prepared on a going concern basis.

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.

PUBLIC DEPOSIT, BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 58A of the Companies Act, 1956 and rules made there under and hence no amount of principal or interest was outstanding as on 31/03/ 2010.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31/03/2010.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,1988 are set out in Annexure A forming part of this report.

ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hord work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors fake this opportunity to express their deep sense of gratitude to the banks, financial institutions, central and state governments and their departments and the local authorities for their continued guidance and support.

Your Directors would also like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every member of the BVCL family.

Your Directors are also grateful to the shareholders for their confidence and foiih reposed in the Company.

For Barak Valley Cements Limited Sd/- Kolkata Bijay Kumar Garodia 26/05/2010 Chairman

 
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