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Directors Report of Barak Valley Cements Ltd.

Mar 31, 2018

DIRECTORSâ REPORT

The Members,

Barak Valley Cements Limited

The Directors of your Company are pleased to present the 19^th Annual Report together with the Company''s Audited Financial statements (Standalone and Consolidated) for the Financial Year ended 31^st March 2018.

1. FINANCIAL RESULTS

The highlights of the financial performance of the Company for the financial year ended 31st March, 2018 as compared to the previous financial year are as under:

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	Year Ended as at 31st March, 2018	Year Ended as at 31st March, 2017	Year Ended as at 31st March, 2018	Year Ended as at 31st March, 2017
Revenue from Operations (net)	15178.64	12416.51	15949.97	13189.00
Other Income	70.29	92.99	59.57	65.76
Total Sales & other Income	15248.93	12509.50	16009.54	13254.76
Income before Finance cost, Depreciation and Amortization and Income tax	1885.64	1092.14	1873.02	1187.80
Less: Depreciation and Amortization expenses	(601.74)	(291.93)	(716.62)	(438.18)
Profit before Interest and Income Tax
Less: Finance Cost	(929.88)	(541.34)	(1344.85)	(934.64)
Profit/(Loss) before Income Tax	354.02	258.87	(188.45)	(185.03)
Less: Provision for Income tax
-Earlier year provisions written back	-	-	(31.90)	-
-Current Income Tax	73.07	54.88	73.07	54.88
-Deferred Tax liability/(Assets)	(1.97)	53.60	(1.50)	33.13
Profit/Loss After tax	282.91	150.39	(228.12)	(273.04)

INDIAN ACCOUNTING STANDARDS

As per notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. Accordingly, Financial statements for the year ended 31st March, 2017 have been restated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in the notes to accounts in both the Standalone and Consolidated Financial Statements.

2. STATE OF COMPANYâS 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 Tea Cultivation lines through its subsidiaries.

All of these Business activities are carried out by the Company in the North East Region. The financials of your Company along its subsidiaries had already been mentioned in this report.

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.

Cement International Limited is engaged in the business of manufacturing of Cement. During the year under review the Company gross revenue was NIL.

Badarpur Energy Private Limited, wholly owned subsidiary of your Company is currently not operational.

Meghalaya Minerals and Mines Limited is engaged in the business of extraction of Minerals. During the under review the Company gross revenue was Rs. 1161.29 lakhs.

Singlacherra Tea Company Private Limited is engaged in the business of extraction Tea leaves. During the year under review the Company gross revenue was Rs. 65.62 lakhs.

Goombira Tea Company Limited is engaged in the business of extraction Tea leaves. During the year under review the Company gross revenue was Rs. 444.04 lakhs.

Chargola Tea Company Private Limited is engaged in the business of extraction Tea leaves. During the year under review the Company gross revenue was Rs 11.01 lakhs.

Valley Strong Cements (Assam) Limited, wholly owned subsidiary of your Company has not commenced its commercial production.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Head Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies.

Your Company has formulated a policy for determining material subsidiaries and is available at the Website of the the below mentioned link:

âhttp://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSmiARIES.pdfâ.

The statement containing the salient features of the financial statements of subsidiaries in pursuant to the proviso of subsection (3) of Section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014 relating to subsidiaries is annexed with the financial statements in the Form AOC - 1.

Your Company does not have any Associate or Joint Venture.

4. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable accounting standards and provisions of the Listing Regulations forms part of the Annual Report.

The detailed financial statements and audit reports of each of the subsidiaries of the Company are available for inspection at the Registered Office of the Company during office hours between 11 A.M. and 1 P.M. The Company will arrange to send the financial statements of the subsidiaries upon written request from a shareholder to the registered address of the said shareholder.

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 23^rd November, 2007.

As at 31^st March, 2018 the paid-up capital of the Company was Rs. 22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no change in capital structure of your Company during the year under report.

6. OPERATIONS

5.1 Standalone

The Standalone turnover of the Company stood at Rs. 15178.64 Lakhs during the year 2017-18, which has been increased in comparison to previous year turnover of Rs. 12416.51 Lakhs. Your Company has earned a Profit of Rs. 282.91 Lakhs during the financial year 2017-18, in comparison with the previous year profit of Rs. 150.39 Lakhs.

5.2 Consolidated

During the year 2017-18 the consolidated revenue from operations has been increased to Rs. 15949.97 Lakhs as compared to Rs. 13189.00 Lakhs in the period 2016-17. The consolidated loss has also decreased from Rs. (279.26) Lakhs in 2016-17 to Rs. (227.92) Lakhs during the financial year 2017-2018.

7. DIVIDEND

The Board of Directors after considering the performance of the Company for the Financial Year 2017-18 have decided to not to recommend dividend this financial year 2017-2018.

8. 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 31^st March, 2018.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31^st March, 2018.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements as prescribed in the Annual Report.

10. TRANSFER TO RESERVES

During the year under review no amount was transferred to Reserves.

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

There has been no such material change(s) and commitment(s) incurred during the financial year i.e. affecting the financial position of the Company during the year under report.

12. RELATED PARTY TRANSACTIONS

All related party transactions 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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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 the Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee 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 at the below mentioned Link:

(http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20[ VVRTV^r%20TRAN''SAC''TK)N''.pdf).

13. COMMITTEES OF THE BOARD OF DIRECTOR''S

The composition and terms of reference of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance, where the Board has not accepted the recommendation of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The legal provision mandating constitution of Risk Management Committee is not yet applicable to the Company.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Integrity and ethics have been the bedrock of the Company''s corporate operations. There is no shortcut to integrity. Your Company is committed to conducting its business in accordance with the highest standards of professionalism, honesty and ethical behavior. It has the best systems in place to nurture as honest and ethical working culture.

The Company has a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013. Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has formulated a Whistle Blower Policy for directors, senior executives and employees to report and freely communicate their concerns about the unethical behavior, actual or suspected, fraud or violation or any illegal or unethical practices of the Company''s code of conduct and ethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Whistle Blower Policy is provided on the website of the Company at the following link: http://www.barakcement.com/index384c.html.

The contact details of the Vigilance and Ethics Officer is as under:-

Name - Mr. Mukesh Agarwal Address -Debendra Nagar, Jhoombasti,

P.O. Badarpur Ghat, Distt. Karimganj,

Assam-788803

[email protected] Contact No.- 91-9435078960

15. RISK MANAGEMENT

The Company has a robust risk management process to identify key risks across the Group, and priorities action plans to mitigate them. Its Risk Management framework is reviewed periodically by the Board and the Audit and Risk Management Committee. 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 macro-economic factors such as an economic slowdown.

16. 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.

17. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put in place a ''Policy on Prevention of Sexual Harassment'' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(âSexual Harassment Actâ). We affirm that adequate access has been provided to any complainants who wish to register a complaint under the policy. No complaint was received during the year.

18. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PRSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Existing Directors Composition of the Company has an adequate mix of Executive, Non-Executive and Independent Directors to ensure and maintain the independence of the Board, and separate its functions of Governance and Management. As on March, 31 2018, the Board comprises of 10 members 5 (Five) of whom are Independent (including One Women Director in pursuant to the compliance of Section 149 of the Companies Act, 2013) and 5 (Five) are Non- Independent Directors. As on the aforesaid date, the Company has 8 (eight) non-executive directors and 2 (two) executive director The Board periodically evaluates the need for its change in its composition and size.

The policy of the Company on director''s appointment, remuneration, including criteria for determining qualification, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 along has been described in the Corporate Governance Report. We affirm that the Remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

19. BOARD EVALUATION

The Board has evaluated the performance of each director on the Board based on the parameters listed out in the ''Policy on Performance Evaluation of the Board'' framed by the Nomination and Remuneration Committee. The evaluation of the Board and its Committees has been done by the Board considering the Board dynamics and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership, etc. 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.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prahlad Rai Chamaria and Mr. Mahendra Kumar Agarwal as Directors of the Company, is liable to retire by rotation and being eligible, offers themselves for re-appointment. In view of his considerable experience, your Directors recommend their re-appointment as Director of the Company.

The term of existing Independent Directors has not expired, therefore none of the Independent Directors stands for Reappointment.

The shareholders of the Company approved the re-appointment Mr. Bijay Kumar Garodia and Mr. Santosh Kumar Bajaj as Directors of the Company, who were liable to retire by rotation in the Annual General Meeting of the Company held on 28* of September, 2017.

Mr. Bijay Kr. Garodia resigned from the post of Chairman of the Company w.e.f. December 14, 2017 and continue to act as a Director.

Tenure of Mr. Santosh Kumar Bajaj as Whole Time Director expired on September 30, 2017 will continue to act as a NonExecutive Director.

The following personnels are the Key Managerial Personnel of the Company:

1) Company Secretary: Ms. Saakshi Manchanda (till 04.07.2018)

2) Chief Financial Officer: Mr. Sushil Kumar Kothari (till 26.02.2018)

Mr. Sushil Kumar Kothari resigned as Cheif Financial Officer and the key Managerial Personnel with effect from February 26, 2018. The Board places on record its appreciation for the services rendered by Mr. Kothari during his tenure with the company.

3) Managing Director- Mr. Kamakhya Chamaria

4) Chief Executive Officer-Mr. Mukesh Kr. Shovasaria

21. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Mr. Dhanpat Ram Agarwal, Mr. Vishal more, Mr. Brahm Prakash Bakshi, Mr. Ramesh Chandra Bajaj, and Mrs. Renu Kejriwal are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Director of the Company. The Company has received declarations from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria defined under section 149(6) of the Companies Act, 2013.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarization programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically updated about the development which takes place in the Company. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarization program is available on the Company''s website under the web link: http://www.barakcement.com/PDF/Company%20Policies/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT%20DIRECTORS.pdf

23. BOARD MEETINGS

During the year 5 (five) Board meetings and 5 (five) Audit Committee Meetings were convened. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and in Regulation 17(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 20th March, 2018 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.

25. DIRECTORS RESPONSIBILITIES 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, 2018 and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately as âAnnexure Aâ and forms part of this Report.

27. AUDITORS & AUDITORS'' REPORT

27.1 Statutory Auditors

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 and shall hold office for a period of 5 years from the date of such meeting held on 28^th September, 2017. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

27.2 Cost Auditors and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, re-appointed Mr. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Regn. no. 100103) as Cost Auditors of the Company for the financial year ended 31st March, 2018 in the Board Meeting held on August 23, 2017. The remuneration proposed to be paid to them for the financial year 2017-18, as recommended by Audit Committee, was ratified in the meeting of shareholders held on 28th September, 2017.

Mr. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Regn. no. 100103) have expressed their willingness and confirmed their eligibility to be appointed as Cost Auditors of the Company for the ensuing financial year. The Board, on recommendation of the Audit Committee, has appointed Mr. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Regn. no. 100103) as Cost Auditors of the Company for the financial year 2018-19 subject to ratification of their remuneration by shareholders in the General Meeting of the Company.

The Cost Audit Report for the financial year 2016-17 was 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. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 and 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 had appointed M/s. Vidhi Chaudhary & Associates, Company Secretary in Practice (COP No. 12014) as Secretarial Auditor of the Company for the financial year 2107-18. Secretarial audit report as provided by M/s. Vidhi Chaudhary & Associates Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as âAnnexure-Bâ. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The report is self-explanatory and do not call for any further comments.

29. AUDIT COMMITTEE

Your Company has an Audit Committee, in terms of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the further details of Audit Committee are provided in the Corporate Governance Report.

30. INSURANCE

All the properties of the Company including building, plant and machinery and stocks, where necessary and to the extent required have been adequately insured against major risks.

31. EXTRACT OF ANNUAL RETURN

In terms of requirement of section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual return in Form MGT-9 is annexed herewith and marked as âAnnexure Câ.

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 âAnnexure Dâ.

33. MANGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of 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 âAnnexure Eâ.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

35. CORPORATE GOVERNANCE

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 Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is annexed and forms part of the Annual Report of the Company. A certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance is also annexed. This certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

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

During the year, No significant orders have been passed by any regulatory authority or by any court.

37. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India.

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

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities and Exchange Board of India (SEBI), the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained in this Annual Report.

39. APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future. We thank our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For BARAK VALLEY CEMENTS LIMITED

Place: New Delhi Bijay Kumar Garodia Kamakhya Chamaria

Date: 13.08.2018 (Director) (Vice Chairman &

Managing Director)

DIN: 00044379 DIN : 00612581

Add: CF-361, Salt Lake City

Add: 48/72, West Punjabi Bagh

Sector-I, Block CF-Ward No. 10,

New Delhi-110026 Bidhan

Nagar, north Kolkata,

West Bengal-700064

Mar 31, 2016

To The Members,

Barak Valley Cements Limited

The Directors of your Company are pleased to present the 17^th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March 2016.

1. FINANCIAL RESULTS

The summary of your Company''s financial performance during Financial Year ended 31^st March, 2016 is as under:

(Rs. in Lacs)

	Standalone		Consolidated
Particulars	Year Ended as at	Year Ended as at	Year Ended as at	Year Ended as at
Particulars	31st March, 2016	31st March, 2015	31st March, 2016	31st March, 2015
Revenue from Operations (net)	10921.65	12843.22	12779.78	15739.48
Other Income	31.35	67.77	31.68	69.50
Total Sales & other Income	10953.00	12910.99	12811.46	15808.99
Income before Finance cost, Depreciation	745.41	1453.60	681.21	1851.99
and Amortization and Income tax
Less: Depreciation and Amortization expenses	328.21	395.23	529.85	634.98
Profit before Interest and Income Tax	417.20	1058.37	151.36	1217.01
Less: Finance Cost	622.54	694.89	1014.83	1129.49
Profit/Loss before Income Tax and exceptional items	(205.34)	363.48	(863.47)	87.52
Less: Exceptional Items	1.55	6.09	(1.40)	(181.37)
Less: Provision for Income tax	-	-	-	-
- Current Income Tax	-	-	-	-
- Deferred Tax lia bility/(Assets)	8.18	(1.71)	4.77	4.69
Profit/Loss After tax	(215.07)	359.10	(866.84)	(98.54)
Less: Balance brought forward from last year	4429.15	4070.05	1722.21	1890.78
Less: Depreciation Adjusted due to transition effect	-	-	(69.78)	70.03
Profit available for appropriation	4214.08	4429.15	925.14	1722.21
Less: Appropriations:
Transfer to General Reserves
Proposed Dividend on Equity shares
Corporate Dividend Tax
Balance Transfer to Reserve and Surplus	4214.08	4429.15	925.14	1722.21

2. SUBSIDIARIES

The annual accounts of the subsidiary companies will also be kept open for inspection at the Head Office of the Company and of the subsidiary Companies concerned. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies.

Your Company has formulated a policy for determining material subsidiaries and is available at the Website of the at the below mentioned link: "http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf".

The statement containing the salient features of the financial position of company''s subsidiaries for the year ended 31^st March, 2016 in Form AOC-1 is attached.

Your Company does not have any Associate or Joint Venture.

3. CHANGES IN CAPITAL STRUCTURE

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

As at 31^st March, 2016 the paid-up capital of the Company was Rs. 22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no change in capital structure of your Company during the year under report.

4. OPERATIONS

5.1 Standalone

The Standalone turnover of the Company stood at Rs. 10921.65 Lakhs during the year 2015-16, which has been decreased in comparison to previous year turnover of Rs. 12843.22 Lakhs. Your Company has earned a Loss of Rs. 215.07 Lakhs during the financial year 2015-16, in comparison with the previous year profit of Rs. 359.10 Lakhs.

5.2 Consolidated

During the year 2015-16 the consolidated revenue from operations has been decreased to Rs. 12779.78 Lakhs as compared to Rs. 15739.49 Lakhs in the period 2014-15. The consolidated loss has also increased from Rs. 98.54 Lakhs in 2014-15 to Rs. 866.84 Lakhs during the financial year 2015-2016.

5. DIVIDEND

The Board of Directors after considering the performance of the Company for the Financial Year 2015-16 have decided to not to recommend dividend this financial year 2015-2016.

6. PUBLIC DEPOSITS AND BUY BACK OF SHARES

During the period under review, your Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and rules made there under and hence no amount of principal or interest was outstanding as on 31st March, 2016.

No Buy Back of Shares was proposed or pending during the Financial Year ended on 31^st March, 2016.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

8. RESERVES

During the year under review no amount was transferred to reserves.

9. STATE OF COMPANY''S AFFAIRS

All of these Business activities are carried out by the Company in the North East Region. The financials of your Company along its subsidiaries had already been mentioned in this report.

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

There has been no such material change(s) and commitment(s) incurred during the financial year i.e. affecting the financial position of the Company during the year under report.

11. RELATED PARTY TRANSACTIONS

During the year under review, there was no material significant related party transaction made by the Company and no promoters, KMP and other designated persons which may have potential conflict with management of the Company at large. In the view of the provision of Section 188 of the Companies Act, 2013 read with rules made there under and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all the Related Party Transactions was placed before the Audit Committee and also before the Board for approval. All the related party transactions that were entered into during the financial year with subsidiaries were on an arm''s length basis and were in the ordinary course of business, hence no approval of shareholders in the General Meeting were obtained for executing such transactions. Your Company had developed a policy on materiality of Related Party Transactions for the purpose of identification and monitoring of such related transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the below mentioned Link: (http:/ /www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf).

In Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosures with respect to contracts/arrangements/transactions of its related parties has been prescribed Form-AOC-2 i.e. given separately as "Annexure A" and forms part of this Report.

12. COMMITTEES OF THE BOARD OF DIRECTOR''S

The composition and terms of reference of Audit Committee, nomination and remuneration committee and stakeholders relationship committee have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance, where the board has not accepted the recommendation of audit committee, nomination and remuneration committee and stakeholders relationship committee.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has a whistle blower/vigil Mechanism as required under section 177 of the Companies Act, 2013 ad as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the directors, senior executives and employees to report and freely communicate their concerns about the unethical behavior, actual or suspected, fraud or violation or any illegal or unethical practices of the Company''s code of conduct and ethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Whistle Blower Policy is provided on the website of the Company at the following link: http://www.barakcement.com/index384c.html.

The contact details of the Vigilance and Ethics Officer is as under:-

Name - Shri Mukesh Agarwal

Address -Debendra Nagar, Jhoombasti,

P.O. Badarpur Ghat, Distt. Karimganj,

Assam-788803

[email protected]m Contact No.- 91-9435078960

14. RISK MANAGEMENT

Business Risk evaluation and management is an ongoing process within the Company and in order to cater the risk factors associated with business environment, your Company had framed Risk Management Policy. The detailed exercise on the framed policy was carried out covering the entire gamut of business operations involving identification, assessment, and classification of areas involving high risk/low risk and in view of these activities, Board has arrived on the conclusion that there has been no such major business risks that may threaten the existence or the going concern basis of the Company.

As per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has laid down policy to inform Board members about the risk assessment and minimization procedures.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall within the ambit of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

16. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there has been no complaint received or outstanding from directors, senior executives or any employees as on Year Ended 31st March, 2016.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTOR''S, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT EMPLOYEES

The Existing Directors Composition of the Company has an adequate mix of Executive, Non-Executive and Independent Directors to ensure and maintain the independence of the Board, and separate its functions of Governance and Management. As on March, 31 2016, the Board comprises of 10 members 5 (Five) of whom are Executive and Non-Executive Directors and 5 (Five) are Independent Directors (including One Women Director in pursuant to the compliance of Section 149 of the Companies Act, 2013). The Board periodically evaluates the need for its change in its composition and size.

The Board has framed a Remuneration policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Employees including criteria for determining qualification, positive attributes, independence of director and other matters provided under sub-section (3) of section 178 has been described in the Corporate Governance Report. We affirm that the Remuneration paid to the Directors, Key Managerial Personnel and Senior Management Employee is as per the terms laid out in the Nomination and Remuneration policy of the Company.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal evaluation is need to be made by the board of its own performance and the performance of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent director shall be done by the entire Board of Director excluding the Director being evaluated. The criteria in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

The term of existing Independent Directors has not expired, therefore none of the Independent Directors stands for Re-appointment.

The shareholders of the Company approved the re-appointment of Sh. Bijay Kumar Garodia and Sh. Santosh Kumar Bajaj as Directors of the Company, who were liable to retire by rotation in the Annual General Meeting of the Company held on 23rd of September, 2015. The following personnel are the Key Managerial Personnel of the Company;

1) Company Secretary : Smt. Bhavna Jangid (till 30.05.2015), Shri Varun Kapoor (w.e.f. 01.06.2015 to 12.10.2015) & Shri Divyang Jain (w.e.f. 16.10.2015 to till date).

2) Chief Financial Officer : Shri Sushil Kumar Kothari

20. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria defined under section 149(6) of the Companies Act, 2013.

21. BOARD MEETINGS

The Board met 4 (four) times and 4 (four) audit committee meetings were convened and held during the financial year 2015-16. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and in Regulation 17(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. DIRECTORS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with 134(5) of the Companies Act, 2013:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. AUDITORS

23.1 Statutory Auditors

The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered Accountants, hold office from the conclusion of this Annual General Meeting until the conclusion of the 18th Annual General Meeting to be held in the year 2017 of the Company and have confirmed that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. They also satisfy the qualifications laid under section 141 of the Companies Act, 2013. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 141(3) (g) of the Companies Act, 2013. Further M/s Kumar Vijay Gupta & Co. has subjected themselves to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of ICAI and Considering their work experience, knowledge and profile the Board of Directors proposes the Re-appointment of M/s Kumar Vijay Gupta & Co., Chartered Accountants, as Statutory Auditors of the Company on the recommendation of Audit Committee, to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

Members are requested to consider and approve their appointment as Statutory Auditors of the Company and are also requested to empower the Board of Directors for ratification of Auditors Remuneration.

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

23.2 Cost Auditors and Cost Audit Report

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of manufacturing activities is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Nirmalendu Kar Purkayastha, Cost Accountants as Cost Auditors of the Company to conduct the Audit of the Cost records for the Financial Year ended 31st March, 2016.

M/s. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Registration No. 10064) have expressed their willingness to be appointed as Cost Auditors of the Company for ensuing financial year. The Audit Committee has recommended the appointment of M/s. Nirmalendu Kar Purkayastha, Cost Accountants as Cost Auditors of the Company for the financial year 2016-17 subject to the approval of the Board and ratification of their remuneration by shareholders in the General Meeting of the Company.

24. SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act, 2013 read with rules there under, the Board had appointed M/s. Vidhi Chaudhary & Associates, Company Secretary in Practice (C.P No. 12014) as Secretarial Auditor of the Company for the financial year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith as ''''Annexure C". The report of the Secretarial Auditor does not contain any Adverse Remarks, Reservations and Qualifications. The Report is self-explanatory and does not call for any further comments.

25. AUDIT COMMITTEE

26. INDEPENDENT AUDITORS'' REPORT

Statutory Auditor had on the basis of examination and scrutiny of books, records, financial statements and other information thereon had ratified that there has been No Qualifications, Reservation or Adverse Remarks or Disclaimer in the Independent Auditor''s Report. However, notes on Accounts referred to the Independent Auditor''s Report are self explanatory and thereafter do not call for further comments. The Board considering the aforesaid acclaimed the conduct of business operation and management of the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

28. 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.

29. EXTRACT OF ANNUAL RETURN

In terms of the requirement of Section 134(3) of the Companies Act, 2013 the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

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

31. PARTICULARS OF EMPLOYEES

The information on pursuant to Section 197(12) read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed herewith as "Annexure F"

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

33. CORPORATE GOVERNANCE REPORT

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the erstwhile provisions of Clause 49 of the Listing Agreement and in pursuant to clause 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable w.e.f- 1^st of December, 2015 with the stock exchange(s) relating to corporate governance.

The Report on Corporate Governance in terms of clause 49 of the erstwhile Listing Agreement and under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance is annexed and forms part of the Annual Report of the Company. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

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

During the year, No significant orders have been passed by any regulatory authority or by any court.

35. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provision of the Companies Act read with the Companies (Accounts) Rules, 2014, applicable accounting standards and provisions of the Listing Regulations forms part of the Annual Report.

36. 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/-

(Bijay Kumar Garodia)

Chairman and Whole Time Director

DIN : 00044379

Place: Delhi Add: CF-366, Salt Lake City,

Date: 30.05.2016 Kolkata, West Bengal - 700 064

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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