BARAK VALLEY CEMENTS LIMITED

Transcription

1 Valley Strong Cement BARAK VALLEY CEMENTS LIMITED Regd. Of ce : 202, Royal View, B.K. Kakoti Road, Ulubari, Guwahati, Assam Phone : , , Fax : cs@barakcement.com, Website: CIN : L01403AS1999PLC NOTICE NOTICE is hereby given at e Eighteen Annual General Meeting of e Members of BARAK VALLEY CEMENTS LIMITED will be held on Thursday, e 28 day of September, 2017 at Registered Of ce of e Company at 202, Royal View, B.K. Kakoti Road, Near DGP Of ce, Ulubari, Guwahati, Assam at 12:30 P.M. to transact e following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt e audited Financial Statements (including Audited Consolidated Financial Statements) of e Company for e Financial Year ended 31st March, 2017 togeer wi e Report of e Board of Directors and e Auditors ereon. 2. To appoint a director in place of Mr. Bijay Kumar Garodia (DIN: ), who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint a director in place of Mr. Santosh Kumar Bajaj (DIN: ), who retires by rotation and being eligible, offers himself for reappointment. 4. Appointment of Statutory Auditors of e Company and to x eir remuneration. To consider and if ought t, to pass, wi or wiout modi cation(s), e following resolution as an ORDINARY RESOLUTION: RESOLVED THAT pursuant to e provisions of Section 139, 141, 142 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014 and oer applicable provisions and rules, if any, (including any statutory modi cations(s) or reenactment ereof) and pursuant to e recommendation of e Audit Commiittee and e Board of Directors, M/s. P.K. Lakhani & Co., Chartered Accountants (Regn. No N) be and are hereby appointed as e Statutory Auditors of e Company in place of M/s. Kumar Vijay Gupta & Co., Chartered Accountants (Regn. No N) e retiring Auditors, at such remuneration including applicable taxes and out of pocket expenses as may be mutually agreed between e Board of Directors of e Company and e Auditors. RESOLVED FURTHER THAT M/s. P.K. Lakhani & Co., Chartered Accountants, if appointed as e Statutory Auditors of e Company, shall hold of ce for a period of ve years from e conclusion of is Annual General Meeting until e conclusion of e 23rd Annual General Meeting to be held in e year 2022 (subject to rati cation of e members at every Annual General Meeting). RESOLVED FURTHER THAT e Board of Directors of e Company (including any Committee ereof) be and are hereby auorised to do all such acts, deeds and ings as may be necessary or expedient to give effect to e above resolution. SPECIAL BUSINESS 5. Re-appointment of Mr. Kamakhya Chamaria (DIN: ) as Vice Chairman and Managing Director of e Company designated as Key Managerial Personnel of e Company To consider and if ought t, to pass wi or wiout modi cation(s), e following resolution as a SPECIAL RESOLUTION: "RESOLVED THAT pursuant to recommendation of Nomination and Remuneration Committee and approval of e Board and subject to e provisions of Section 196, 197 and 203 read wi Schedule V and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modi cation(s) or re-enactment ereof, for e time being in force) and in accordance wi e Articles of Association of e Company, e approval of members of e Company be and is hereby accorded for e re-appointment of Mr. Kamakhya Chamaria (DIN: ) as a Vice Chairman and Managing Director of e Company designated as Key Managerial Personnel for a period of Three (3) consecutive years wi effect from 30 September, 2017, on e terms and conditions of appointment and remuneration as contained in e draft agreement, is placed before e meeting, on e terms and conditions as set out in e explanatory statement annexed to e notice convening is meeting. RESOLVED FURTHER THAT e remuneration payable to Mr. Kamakhya Chamaria, shall not exceed e overall ceiling of e total managerial remuneration as provided under section 197 of e Companies Act, 2013 and in e event of absence or inadequacy of Page 1

2 pro ts in any nancial year, during e currency of e tenure of Mr. Kamakhya Chamaria as Vice Chairman and Managing Director, e monly salary, allowances, perquisites and oer bene ts shall be paid to him in accordance wi and subject to e provisions of Section II of Part II of Schedule V to e Companies Act, 2013 and e Board of Directors be and is hereby auorized to alter and vary such terms of appointment and remuneration so as to not exceed e limits speci ed in Schedule V to e Companies Act, 2013 or any statutory modi cation(s) or re-enactment ereof; as may be agreed to by e Board of Directors and Mr. Kamakhya Chamaria. RESOLVED FURTHER THAT e Board of Directors of e Company or any committee ereof be and is hereby auorized to do all such acts, deeds and ings as in its absolute discretion it may ink necessary, expedient or desirable; to settle any question or doubt at may arise in relation ereto in order to give effect to e resolution and to seek such approval/consent from e government departments, if any, as may be required in is regard." 6. Rati cation of Remuneration to e Cost Auditor. To consider and if ought t, to pass wi or wiout modi cation(s), e following resolution as an ORDINARY RESOLUTION: RESOLVED THAT pursuant to Section 148 and oer applicable provisions, if any, of e Companies Act, 2013 and e Companies (Audit & Auditors) Rules 2014 (including any statutory modi cation(s) or reenactments ereof, for e time being in force), e consent of e Company be and is hereby accorded for e appointment of Mr. Nirmalendu Kar Purkayasa, Cost Accountants, as Cost Auditors as appointed by e Board of Directors of e Company as such to conduct e audit of e cost records of e Company for e nancial year wi e payment of remuneration of Rs.30,000/- (Rupees Thirty Thousand Only) (including out of pocket expenses as may be incurred for Travelling/conveyance on actual basis). RESOLVED FURTHER THAT e Board of Directors of e Company (including any Committee ereof) be and are hereby auorised to do all such acts, deeds and ings as may be necessary or expedient to give effect to e above resolution. Place: New Delhi Date: By Order of e Board For Barak Valley Cements Limited Sd/- (Bijay Kumar Garodia) Chairman & Non-Executive Director DIN : Add: CF-366, Salt Lake City, Kolkatta West Bengal Page 2

3 NOTES: 1. An Explanatory Statement pursuant to Section 102(1) of e Companies Act, 2013, relating to e Special Business to be transacted at e Meeting is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIM/HER SELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to e provisions of Section 105 of e Companies Act, 2013 read wi Rules made ereunder, a person can act as a proxy on behalf of not more an fty members and holding in aggregate not more an ten percent of e total Share Capital of e Company. Members holding more an ten percent of e total Share Capital of e Company may appoint a single person as proxy, who shall not act as a proxy for any oer Member. The instrument appointing e proxy, in order to be effective, should be deposited at e Registered Of ce of e Company, duly completed and signed, not later an 48 hours before e commencement of e meeting. A Proxy Form is annexed to is Notice. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / auority, as applicable. 3. Corporate Members intending to send eir auorized representatives to attend and vote at e Meeting pursuant to Section 113 of e Companies Act, 2013 are requested to send a certi ed copy of e relevant Board Resolution togeer wi specimen signatures of ose representative(s) auorized under e said resolution to attend and vote on eir behalf at e Meeting. 4. Members holding shares in e physical form are requested to notify changes in address, id, bank mandate and bank particulars, if any, under eir signatures to M/s. MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase-I, New Delhi , e Registrars and Share Transfer Agents (RTA) of e Company, quoting eir Folio numbers. Members holding shares in electronic form may update such information wi eir respective Depository Participants. 5. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number to e Company/ RTA for registration of transfer of shares, for securities market transactions and off-market/ private transactions involving transfer of shares in physical form. In is connection, e Transferees of Company's shares are requested to submit a copy of eir PAN card along wi e Transfer Deed. Members holding shares in electronic form are requested to submit eir PAN to e Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN to e Company or RTA 6. As Additional information in respect of e Director seeking appointment/re-appointment at e Annual General Meeting pursuant to Regulation 36 of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meeting are furnished as an Annexure and forms a part of e Notice. The Director has furnished e requisite consents/ declarations for his appointment/re-appointment.. 7. In pursuant to e provision of Section 91 of e Companies Act, 2013, Every Company is entitled to close Register of Members and Share Transfer Books for period not exceeding 45 days once in each year but not exceeding 30 days at one time. Therefore e Register of Members and Share Transfer Books of e nd Company shall remain closed from Friday, e 22 day of September, 2017 to Thursday, e 28 day of September, 2017 (bo days inclusive). 8. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of e Companies Act, 2013, e Register of Directors and Key Managerial Personnel and eir shareholding, maintained under Section 170 of e Companies Act, 2013 read wi Rules issued ereunder, would be available for inspection by e Members at e Registered Of ce of e Company on all working days, except Saturdays, Sundays and public holidays, between a.m. and 1.00 p.m. upto e date of e Annual General Meeting. 9. All e Shareholder queries and clari cation shall be dealt by our The Registrar & Share Transfer Agent (R&T Agent) of e Company i.e. M/s. MCS Share Transfer Agent Limited at e following address: Unit: Barak Valley Cements Limited F-65, Okhla Industrial Area, Phase-I, New Delhi Ph: ; Fax: , admin@mcsregistrars.com 10. Members are requested to notify about any changes in address/ bank details/ecs (Electronic Clearing Service) mandate to: (a) (b) e Company or its R&T Agent viz. M/s. MCS Share Transfer Agent Limited, if shares are held in physical form; and eir respective Depository Participants (DPs), if shares are held in electronic form. 11. Members are requested to convert eir share(s) lying in physical form to e demat form for easy transferability of shares. For any help e shareholders may contact e Company Secretary at id cs@barakcement.com or our Registrar & Share Transfer Agent (R&T Agent) at id admin@mcsregistrars.com 12. Members holding shares in multiple folios in identical names or joint accounts in e same order of names, are Page 3

4 requested to consolidate eir shareholdings into one folio. 13. Pursuant to provisions of Section 124 of e Companies Act, 2013, Dividend for e Financial year which remains unpaid or unclaimed for a period of 7 years will be transferred to e Investor Education and Protection Fund ('IEPF') established under Section 125 of e Companies Act, Shareholders who have not encashed e dividend warrant(s) so far for e nancial year are requested to make eir claim forwi to e Registered / Corporate Of ce of e Company / RTA. It may be noted at once e unclaimed dividend is transferred to e Investor Education and Protection Fund, as above, no claim shall lie in respect ereof. 14. Members/proxies are requested to kindly take note of e following: (a) (b) (c) Attendance Slip, as sent herewi, is required to be produced at e venue duly lled in and signed for attending e meeting; Entry to e hall will be strictly on e basis of e entrance pass, which shall be provided at e counters at e venue, in exchange for duly completed and signed Attendance Slips and; In all correspondence wi e Company and/or e R&T Agent, Folio No./DP & Client ID no. must be quoted. 15. Members are requested to send eir queries, if any, at least 10 days in advance of e meeting so at e information can be compiled in advance. 16. In case of Joint holders attending e meeting, only such joint holder who is higher in e order of names will be entitled to vote. 17. For any investor related queries, communication may be sent by to cs@barakcement.com. 18. Shareholders are entitled to make nomination in respect of shares held by em in physical form. Shareholders desirous of making nominations are requested to send eir requests in Form No. SH-13, pursuant to e Rule 19 (Share Capital and Debentures) Rules, 2014 (which will be made available on request) to e R&T Agent. 19. All documents referred to in e accompanying Notice are open for inspection at e Registered Of ce of e Company on all working days, except Saturdays & Sundays between A.M. and 1.00 P.M. up to e date of e Annual General Meeting. 20. Barak Valley Cements Limited is concerned about e environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs ( MCA ), Government of India has, by its Circular 17/2011 dated 21st April, 2011 and Circular 18/2011 dated 29 April, 2011, permitted companies to send all of cial documents to eir shareholders electronically as part of its Green Initiatives in Corporate Governance. Recognising e spirit of e circulars issued by e MCA as abovesaid, e Company is sending documents like e Notice for convening Annual General Meeting, Financial Statements, Directors' Report, Auditors' Report, etc., to e address provided by e members to eir depositories for Financial Year also, it has done so, e Copies of e Annual Report for Financial Year , e Notice convening e Annual General Meeting and instructions for e-voting, along wi e Attendance Slip and Proxy Form are being sent by electronic mode only to e members whose addresses are registered wi e Company / Depository Participant(s) for communication purposes unless any member has requested for a hard copy of e same. For members who have not registered eir addresses e physical copies of e Annual Report for Financial Year are being sent by e permitted mode. Members may also note at e Notice convening e Annual General Meeting and e Annual Report for Financial Year will be available on e Company's website, in Investors section. All e members are requested to keep eir address updated wi e depository participant to ensure at e Annual Report and oer documents reach em on eir preferred address. However, ose who want to receive hard copies of all e communication, have to make a speci c request to e Company by sending a letter in is regard to e RTA or e Company. Furer, it is requested to all e members whose addresses are not registered wi e Company/ Depository Participant/RTA may register e same by sending e duly lled E-communication Registration form (annexed wi e Notice) to e Company at its corporate of ce address i.e. 281, Deepali, Pitampura, Delhi or Company's RTA address i.e. MCS Share Transfer Agent Limited, Unit: Barak Valley Cements Limited, F-65, Okhla Industrial Area, Phase-I, New Delhi Members may please note at briefcase, bag, mobile phone and/or eatables shall not be allowed to be taken inside e hall for security reasons. 22. The Route map of e venue of Annual General Meeting i.e. 202, Royal View, B.K. Kakoti Road, Ulubari, Assam is annexed at e end of is Notice. 23. Voting rough electronic means I. In compliance wi provisions of Section 108 of e Companies Act, 2013, Rule 20 of e Companies (Management and Administration) Rules, 2014 as amended by e Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of e SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, e Company is pleased to Page 4

5 II. III. IV. provide members facility to exercise eir right to vote on resolutions proposed to be considered at e Annual General Meeting (AGM) by electronic means and e business may be transacted rough e-voting Services. The facility of casting e votes by e members using an electronic voting system from a place oer an venue of e AGM ( remote e-voting ) will be provided by National Securities Depository Limited (NSDL). The facility for voting rough ballot paper shall be made available at e AGM and e members attending e meeting who have not cast eir vote by remote e-voting shall be able to exercise eir right at e meeting rough ballot paper. The members who have cast eir vote by remote e-voting prior to e AGM may also attend e AGM but shall not be entitled to cast eir vote again. The remote e-voting period commences on Monday, 25 September, 2017 (9:00 am) and ends on Wednesday, 27 September, 2017 (5:00 pm). During is period members' of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of 20 September, 2017, may cast eir vote by remote e- voting. The remote e-voting module shall be disabled by NSDL for voting ereafter. Once e vote on a resolution is cast by e member, e member shall not be allowed to change it subsequently. V. The process and manner for remote e-voting are as under: A. In case a Member receives an from NSDL [for members whose IDs are registered wi e Company/Depository Participants(s)] : (i) Open and open PDF le viz; remote e- voting.pdf wi your Client ID or Folio No. as password. The said PDF le contains your user ID and password/pin for remote e-voting. Please note at e password is an initial password. ereof. Note new password. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password con dential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select EVEN of Barak Valley Cements Limited. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on Submit and also Con rm when prompted. (x) Upon con rmation, e message Vote cast successfully will be displayed. (xi) Once you have voted on e resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority letter etc. togeer wi attested specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough to cabjain@gmail.com wi a copy marked to evoting@nsdl.co.in B. In case a Member receives physical copy of e Notice of AGM [for members whose IDs are not registered wi e Company/Depository Participants(s) or requesting physical copy] : (i) Initial password is provided as below/at e bottom of e Attendance Slip for e AGM : EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) Above, to cast vote. (ii) NOTE: Shareholders already registered wi NSDL for e-voting will not receive e PDF le remote e-voting.pdf. Launch internet browser by typing e following URL: VI. In case of any queries, you may refer e Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at e downloads section of or call on toll free no.: (iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/pin noted in step (i) above. Click Login. (v) Password change menu appears. Change e password/ PIN wi new password of your choice wi minimum 8 digits/characters or combination VII. If you are already registered wi NSDL for remote e-voting en you can use your existing user ID and password/pin for casting your vote. NOTE: Shareholders who forgot e User Details/Password can use Forgot User Details/ Password? or Physical User Reset Password? option available on Page 5

6 In case Shareholders are holding shares in demat mode, USER-ID is e combination of (DPID+ClientID). In case Shareholders are holding shares in physical mode, USER-ID is e combination of (Even No+Folio No). VIII. You can also update your mobile number and id in e user pro le details of e folio which may be used for sending future communication(s). IX. The voting rights of members shall be in proportion to eir shares of e paid up date of 20 September, X. Any person, who acquires shares of e Company and become member of e Company after dispatch of e notice and holding shares as of e cut-off date i.e. 20 September, 2017, may obtain e login ID and password by sending a request at evoting@nsdl.co.in or cabjain@gmail.com or cs@barakcement.com However, if you are already registered wi NSDL for remote e-voting en you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/ Password or Physical User Reset Password? option available on or contact NSDL at e following toll free no.: XI. A member may participate in e AGM even after exercising his right to vote rough remote e- voting but shall not be allowed to vote again at e AGM. XII. A person, whose name is recorded in e register of members or in e register of bene cial owners maintained by e depositories as on e cut-off date only shall be entitled to avail e facility of remote e-voting as well as voting at e AGM rough ballot paper. XIII. Mr. Balwan Jain, Chartered Accountant (Membership No ) has been appointed as e Scrutinizer for providing facility to e members of e Company to scrutinize e voting and remote e- voting process in a fair and transparent manner. XIV. The Chairman shall, at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assistance of scrutinizer, by use of Ballot Paper for all ose members who are present at e AGM but have not cast eir votes by availing e remote e-voting facility. XV. The Scrutinizer shall after e conclusion of voting at e general meeting, will rst count e votes cast at e meeting and ereafter unblock e votes cast rough remote e-voting in e presence of at least two witnesses not in e employment of e Company and shall make, not later an ree days of e conclusion of e AGM, a consolidated scrutinizer's report of e total votes cast in favour or against, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. XVI. The Results declared alongwi e report of e Scrutinizer shall be placed on e website of e Company and on e website of NSDL immediately after e declaration of result by e Chairman or a person auorized by him in writing. The results shall also be immediately forwarded to e BSE Limited, Mumbai. By Order of e Board For Barak Valley Cements Limited Sd/- (Bijay Kumar Garodia) Chairman & Non-Executive Director DIN : Add: CF-366, Salt Lake City, Kolkatta West Bengal Place: New Delhi Date: Page 6

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ( e Act ) As required by Section 102(1) of e Companies Act, 2013 ( Act ), e following explanatory statement set out all material facts relating to e business mentioned under Item Nos. 5 to 6 of e accompanying Notice: ITEM NO. 5 Mr. Kamakhya Chamaria (DIN : ) was re-appointed as Managing Director for a term of 3 years w.e.f and his tenure will expire on September 29, Board feel at e services of Mr. Kamakhya Chamaria should be available for a furer period of 3 (ree) years wi effect from 30 September, The Company has received consent in writing from Mr. Kamakhya Chamaria to act as director in Form DIR-2 pursuant to Rule 8 of The Companies (Appointment & Quali cation of Directors) Rules 2014, and intimation in Form DIR-8 in terms of Companies (Appointment & Quali cation of Directors) Rules 2014, to e effect at he is not disquali ed under sub section (2) of Section 164 of e Companies Act, In terms of e provisions of e Companies Act and e Articles of Association of e Company, e Board had, based on e recommendation of Nomination and Remuneration Committee and subject to approval of shareholders at 18 Annual General Meeting, reappointed Mr. Kamakhya Chamaria as Vice Chairman and Managing Director of e Company at eir meeting held on August 23, Members approval is required by way of special resolution for e re-appointment of Mr. Kamakhya Chamaria as Managing Director of e Company for a term of ree years w. e. f The material terms of re-appointment of Mr. Kamakhya Chamaria, Vice Chairman and Managing Director as contained in e draft Agreement are given below: - i. Salary including all Allowances and Commission (hereinafter referred to as Remuneration ): Rs. 200,000/- per mon. ii. iii. The appointment of e Vice Chairman and Managing Director is for a period of ree years wi effect from 30 September Notwistanding anying to e contrary herein contained, where in any Financial Year during e tenure of e Vice Chairman and Managing Director, e Company has no pro ts or its pro ts are inadequate, e Company will pay remuneration by way of Salary, Bene ts, Perquisites and Allowances and Commission subject to furer approvals as required under Schedule V of e Companies Act, 2013, or any modi cation(s) ereto. iv. Oer Terms: 1. The of ce of Mr. Kamakhya Chamaria shall not be determined by retirement of director by rotation. 2. That all e powers and duties, as delegated to Mr. Kamakhya Chamaria in e capacity of Managing Director of e Company by e Board and e members of e Company, shall be exercised and performed by him diligently, faifully and to e best to his ability under e directions, control and supervision of e Board of Directors of e Company. 3. That if before e expiry of e term of Mr. Kamakhya Chamaria i.e , e Company is lawfully wound up or amalgamated wi any oer company, Mr. Kamakhya Chamaria shall not be entitled to stake his claims of compensation against e company for premature termination of is agreement. 4. That during e continuance of is agreement e Mr. Kamakhya Chamaria shall not reveal company secrets or con dential information wi regards to e affairs and business of e company to any ird party. He shall also not indulge himself, directly or in directly, in any oer business during e period of continuance of is agreement. 5. The terms and conditions of e appointment of e Vice Chairman and Managing Director may be altered and varied from time to time by e Board as it may, in its discretion deem t. 6. The appointee Director shall abide by e provisions contained in Section 166 of e Act wi regard to duties of directors and shall act in accordance wi e Articles of Association of e Company. He shall adhere to e Company's Code of Conduct for its Directors, Senior Management, Of cers and Employees of e Company. 7. The appointee Director will perform his respective duties as such wi regard to all work of e Company and he will manage and attend to such business and carry out e orders and directions given by e Board from time to time in all respect and conform to and comply wi all such directions and regulations as may from time to time be given and made by e Board. He will be responsible for overall operations of e Company. Copy of e Draft Agreement referred to in e Resolution would be available for inspection wiout any fee by e members at e Registered Of ce of e Company during normal business hours on any working day, excluding Saturday, upto and including e date of e Annual General Meeting. The above may be treated as a written memorandum setting out e terms of re-appointment of Mr. Kamakhya Chamaria under Section 190 of e Act. Mr. Kamakhya Chamaria being appointee is interested in e resolution set out at Item No. 5 of e notice, which pertains to Page 7

8 approval of his appointment and remuneration payable to him. The relatives of Mr. Kamakhya Chamaria may be deemed to be interested in e resolution set out at Item No. 5 of e Notice to e extent of eir shareholding interest, if any, in e Company. Save and except e above, none of e Directors/Key Managerial Personnel of e Company/eir relatives is, in any way, concerned or interested, nancially or oerwise in e resolution set out at item no. 5 of e Notice. The Board recommends e Special Resolution set out at item no. 5 of e notice for your approval. Statement of information in terms of Section II of Part II of Schedule V to e Companies Act, 2013 is given below: (Item no. 5) I. GENERAL INFORMATION of industrial development, Rajiv Gandhi Excellence Award, Bharat Vikas Ratan Award from Hon'ble Governer of Orissa. He has also been honored wi Bharat Gaurav Award by Citizen Piece Society, M u m b a i a n d A s i a P a c i c Excellence Award in e Seminar of Nepal-India Forum for Peace & Development, Kamandu, Nepal by Deputy Prime Minister & Minister for Finance, Govt. of Nepal. 2 Past Remuneration For FY , Mr. Kamakhya Chamaria was paid a remuneration of Rs. 24,00,000/- in his capacity as Vice Chairman and Managing Director. 1. Nature of Industry: Cement and Clinker Manufacturing. 2. Date of Commencement of Commercial Production: The Company has commenced its commercial production of March 14, Financial Performance of e Company: Particulars Revenue from Operations (net) Pro t before Income Tax Pro t After tax Year Ended as at 31st March, , (Rs. in Lacs) Year Ended as at 31st March, , (205.35) (215.07) 4. Foreign Earnings, investments or collaborations: NRI's hold % of equity capital of e Company. II. Information about e appointee: S.No. Particulars Mr. Kamakhya Chamaria 1 Background details Mr. Kamakhya Chamaria has been associated wi e Company since 2005 and has been instrumental in formulation of long-term vision and strategy of e Company. Mr. Chamaria is having very good knowledge of accounts and nance. Mr. Chamaria is a man of amiable nature, coupled wi a resolute mind and farsightedness. He has built up a good reputation in e industry and Government circles in bo Assam and Arunachal Pradesh. Mr. Chamaria has been crowned wi e 'UDYOG RATAN AWARD' bestowed by e Institute of Economic Studies for outstanding performance in e eld 3 Recognition or Awards 4 Job pro le and his suitability 5 Remuneration proposed 6 Comparative remuneration pro le wi respects to industry, size of e Company, pro le of e position and person 7 Pecuniary relationship, directly or indirectly, wi e Company or relationship wi e managerial personnel, if any As mentioned above in e point no. 1 under e Information about e Appointee. Mr. Chamaria shall devote his whole time and attention to e business of e Company and perform such duties as may be entrusted to him by e Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to e superintendence, control and directions of e Board in connection wi and in e best interests of e Company and e business of one or more subsidiaries. As mentioned under point no. i under e terms and conditions of his reappointment. The remuneration payable has been recommended by Nomination and Remuneration Committee and approved by e Board of Directors. As mentioned under point no. i under e terms and conditions of his reappointment. The remuneration payable has been recommended by Nomination and Remuneration Committee and approved by e Board of Directors. Broer of Mr. Prahlad Rai Chamaria, Promoter of e Company. Mr. Chamaria individually holds 3,40,000 equity shares of e Company. Page 8

9 III. Oer Information: 1. Reasons of loss or inadequate pro ts: Following conditions were responsible for loss or inadequate pro ts of e Company during e Financial year : (a) (b) (c) (d) Repair and Maintainence of e plant and planned shutdown of plant for major renovation/ expansion of capacities which lead to lower production of Cement and Clinker of e Company. Adverse weaer conditions roughout e year. The company faces aggressive competition from oer players of Cement Industry. There has been an abnormal increase in key raw material prices and overheads in proportion to sale price. 2. Steps taken or proposed to be taken for improvement: The Company undertook several steps aimed at lowering e overheads and aligning resources wi current levels of operations and maximizing e capacity utilization. The Company continues to focus on upholding of its high quality standards, increase in its cost competitiveness and on widening of its distribution network. These steps are expected to positively impact e company's operations in e near to medium term. 3. Expected Increase in productivity and pro ts in measurable terms: II. The Company has undergone expansion of its cement and clinker manufacturing capacity of its existing unit during e previous nancial year The Company is expected to increase e production of cement wi e increase in e production capacity in e coming year which will in return improve e revenue and e pro tability. The management has also adopted focused and aggressive business strategies in all spheres of functions to improve e sales and pro tability of e Company. The Management is con dent of keeping a higher grow ratio in e period to come. Disclosures: The details of remunerations and oer information is given in e Corporate Governance part of e Directors' Report. Page 9

10 ANNEXURE TO ITEM NO. 2, 3, & 5 OF THE NOTICE In terms of e provisions of Section 152 of e Companies Act, 2013, Mr. Bijay Kumar Garodia and Mr. Santosh Kumar Bajaj, being longest in e of ce will retire by rotation and would be eligible for re-appointment in e forcoming Annual General Meeting. In terms of e provisions of Section196 of e Companies Act, 2013 Mr. Kamakhya Chamaria (Managing Director) is being re-appointed in e ensuing Annual General Meeting. In accordance to Regulation 36(3) of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meeting. The details of Directors retiring by rotation/seeking re-appointment at e forcoming Annual General Meeting are as under:- Name of e Director Mr. Bijay Kumar Garodia Mr. Santosh Kumar Bajaj Mr. Kamakhya Chamaria DIN Age (Years) Nationality Quali cation Experience (years) Brief resume Expertise in special functional Area Date of First Appointment on e Board of e Company Date of First Appointment on e Board of e Company Terms & condition of re- appointment Details of remuneration sought to be paid and remuneration last drawn Shareholding in e Company (Equity Share of face value Rs. 10/- each) Relationship between e Directors inter se and oer key Managerial Person No. of Board Meetings attended during e year' List of Directorship held in oer Companies (excluding Foreign Companies) Membership/ Chairmanships of Committees of Boards of oer Companies. (only Audit Committee and Stakeholders' Relationship Committee have been considered) years Indian Commerce Graduate 39 As appended to is Notice Administration years Indian Commerce Graduate 35 As appended to is Notice Sales and Marketing years Indian Commerce Graduate 42 As appended to is Notice Accounts, Finance, Sales and Production 28/04/ /04/ /09/ /04/ /04/ /09/2003 Chairman and Non-Executive Director liable to retire by rotation Whole-time Director liable to retire by rotation Being appointed as e Vice Chairman & Managing Director not liable to retire by rotation upto Nil Nil Rs. 2,00,000/- per mon 21,62,650 shares 18,84,500 shares 3,40,000 shares Broer of Mr. Mahendra Kumar Agarwal's wife None 3 out of 4 3 out of 4 4 out of 4 DIRECTORSHIP: Public Companies: Energy Development Company Limited Private Companies: Privi Ferro Alloys Private Limited Sri Vaibhav Laxmi Metals Private Limited Kamrup Healcare Private Limited DIRECTORSHIP: Public Companies: Goombira Tea Co Limited Cement International Limited Private Companies: Om Infracon Private Limited Nil Nil Nil Broer of Mr. Prahlad Rai Chamaria DIRECTORSHIP: Public Companies: Goombira Tea Co Limited Nor East Power And Infra Limited Page 10

11 Mr. Bijay Kumar Garodia BRIEF PROFILE OF THE DIRECTORS SEEKING RE-APPOINTMENT Mr. Bijay Kumar Garodia, aged about 60 years, is e Promoter Director of e Company. He is a Commerce Graduate. He has vast knowledge, experience in promoting and developing various industries in Nor East Region. He started his business carrier in 1978 by establishing a small scale industry and wiin a decade he established himself as a successful entrepreneur, he has also promoted Forest Product based industry in e Nor Eastern state of Assam and Arunachal Pradesh. Mr. Garodia was duly appointed as a Director of e Board of Arunachal Pradesh Forest Product Corporation Limited in 1995 and subsequently awarded e National Citizenship Award for his dedicated services to e backward areas in Nor East India by e Honorable Prime Minister of India in e year Mr. Santosh Kumar Bajaj Mr. Santosh Kumar Bajaj, aged about 60 years, is e Promoter Director of your Company. He is an Industrialist and businessman of good repute and having vast expertise knowledge and marketing skills. Mr. Bajaj started his business carrier as a trader, joining his family business and is representing ird generation of his family in Cement Business, which act as a valuable source of vast knowledge for your company. ITEM NO. 6 The Board of Directors of e Company on e recommendation of e Audit Committee, has approved e appointment and remuneration of Mr. Nirmalendu Kar Purkayasa as e Cost Auditor of e company to conduct e audit of e cost records for e st nancial year ending 31 March 2017 at e remuneration of Rs. 30,000/- per annum. In accordance wi e provisions of Section 148 of e Act read wi e Companies (Audit and Auditors) Rules, 2014 or any amendment(s) ereof for e time being in force, e remuneration payable to e Cost Auditor has to be rati ed by e shareholders of e Company. Accordingly, consent of e members is sought for passing an Ordinary Resolution as set out at Item No. 6 of e Notice for rati cation of e remuneration payable to e Cost Auditor. None of e Directors / Key Managerial Personnel of e Company / eir relatives is, in any way, concerned or interested, nancially or oerwise, in e resolution set out at Item No. 6 of e Notice. The Board commends e Ordinary Resolution set out at Item No. 6 of e Notice for approval by e shareholders. Note: a) The aforesaid information is as at 31st March, b) The Directorships/Committee Memberships exclude foreign companies and companies incorporated under Section 8 of e Companies Act, c) Only two committees viz. Audit Committee and Stakeholder Relationship Committee have been considered for determining Chairmanship/Membership which is pursuant to e provisions of SEBI (Listing Obligation & Disclosure Requirement) Regulations, Place: New Delhi Date: By Order of e Board For Barak Valley Cements Limited Sd/- (Bijay Kumar Garodia) Chairman & Non-Executive Director DIN : Add: CF-366, Salt Lake City, Kolkatta West Bengal Page 11

12 Valley Strong Cement BARAK VALLEY CEMENTS LIMITED CIN : L01403AS1999PLC Regd. Of ce : 202, Royal View, B.K. Kakoti Road, Ulubari, Guwahati, Assam Phone : , , Fax : ATTENDANCE SLIP Member(s) or his/her/eir proxy(ies) are requested to present is slip at e venue of e meeting for admission, duly signed in accordance wi his/her/eir specimen signature(s) registered wi e Company. Name and Address: No. of Shares held: DP Id No.*: Client Id No.*: Regd Folio No.: *Applicable to members holding shares in electronic form I hereby record my presence at e 18 ANNUAL GENERAL MEETING of Barak Valley Cements Limited held on Thursday, e 28 day of September, 2017 at 202, Royal View, B.K. Kakoti Road, Near DGP Of ce, Ulubari, Guwahati, Assam at p.m. Please in e box. Member Proxy Name of e Proxy in Block Letters Member's Signature Proxy's Signature ELECTRONIC VOTING PARTICULARS REVEN USER ID PASSWORD Page 12

13 Valley Strong Cement BARAK VALLEY CEMENTS LIMITED CIN : L01403AS1999PLC Regd. Of ce : 202, Royal View, B.K. Kakoti Road, Ulubari, Guwahati, Assam Phone : , , Fax : PROXY FORM Form No. MGT-11 [Pursuant to section 105(6) of e Companies Act, 2013 and rule 19(3) of e Companies (Management and Administration) Rules, 2014] Name of e member(s) : Registered address : id : Folio no./client Id : DP Id : I/We, being e member (s) of... shares of Barak Valley Cements Limited, hereby appoint: 1. Name:... Address :... Id:... Signature:..., or failing him 2. Name:... Address :... Id:... Signature:..., or failing him 3. Name:... Address :... Id:... Signature:..., or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 18 Annual General Meeting of e company, to be held on Thursday, e 28 day of September, 2017 at p.m. at 202, Royal View, B.K. Kakoti Road, Ulubari, Guwahati, Assam and at any adjournment ereof in respect of such resolutions as are indicated below: ** I wish my above Proxy to vote in e manner as indicated in e box below: S.No. Resolution For Against 1. To receive, consider and adopt e audited Financial Statements (including Audited Consolidated Financial Statements) of e Company for e Financial Year ended 31st March, 2017 togeer wi e Report of e Board of Directors and e Auditors ereon 2. Re-appointment of Mr. Bijay Kumar Garodia (DIN: ) as a Director of e Company, liable to retire by rotation. 3. Re-appointment of Mr. Santosh Kumar Bajaj (DIN: ) as a Director of e Company, liable to retire by rotation. 4. Appointment of Statutory Auditors of e Company and to x eir remuneration. 5. Re-appointment of Mr. Kamakhya Chamaria (DIN: ) as Vice Chairman and Managing Director of e Company designated as Key Managerial Personnel for a period of ree years effective from 30 September, Rati cation of remuneration payable to Cost Auditors. Signed is...day of Signature of shareholder... Signature of Proxy holder(s)... Revenue Stamp Notes: (1) This form of proxy in order to be effective should be duly completed and deposited at e Registered Of ce of e Company not less an 48 hours before e commencement of e meeting. (2) A Proxy need not be a member of e Company. (3) A person can act as a proxy on behalf of members not exceeding fty and holding in e aggregate not more an 10% of e total share capital of e Company carrying voting rights. A member holding more an 10% of e total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any oer person or shareholder. ** (4) This is only optional. Please put a 'X' in e appropriate column against e resolutions indicated in e Box. If you leave e 'For' or 'Against' column blank against any or all e resolutions, your Proxy will be entitled to vote in e manner as he/she inks appropriate. (5) Appointing a proxy does not prevent a member from attending e meeting in person if he so wishes. (6) In e case of joint holders, e signature of any one holder will be suf cient, but names of all e joint holders should be stated. Page 13

14 Valley Strong Cement BARAK VALLEY CEMENTS LIMITED CIN : L01403AS1999PLC Regd. Of ce : 202, Royal View, B.K. Kakoti Road, Ulubari, Guwahati, Assam Phone : , , Fax : E-communication Registration Form (As per circular nos. 17/2011 dated and 18/2011 dated issued by e Ministry of Corporate Affairs) Folio No. / DPID & Client ID :... Name of First Registered Holder :... Name of Joint Holder(s) :... Registered Address :... ID (to be registered) :... I / We, Members of Barak Valley Cements Limited, agree to receive all communication from e Company in electronic mode. Please register my above-mentioned id in your records for sending communication rough . Date: Signature :... (First Holder) Notes: 1. On registration, all e communication will be sent to e id registered for e folio. 2. Members are requested to keep e Company/Depository Participants informed as and when ere is any change in e address. Page 14

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