Directors Report of Valley Magnesite Company Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the
Company together with the Audited Accounts of the Company for the financial year ended March 31, 2024.
FINANCIAL SUMMARY: (Amount in 000)

PARTICULARS	Year ended 31st March	Year ended 31st March,
	2024	2023
Profit (Loss)before Tax	16,421.49	6,408.07
Provisions for Taxation
- Current provisions	(850.68)	(560.24)
- Earlier year taxes	153.52	-
- Provision for deferred Tax	(4,198.64)	(750.83)
Profit after Tax	11,525.69	5,097.00
Other Comprehensive Income	5.09	4.94
Total Comprehensive Income	11,530.78	5,101.94
Balance Brought forward
- Retained earnings	58,396.41	53,299.41
- Other Comprehensive Income	40.24	35.30
Balance Carried forward to Balance Sheet
- Retained earnings	69,923.57	58,396.41
- Other Comprehensive Income	45.34	40.24

DIVIDEND

In order to consolidate the Company''s financial position, your directors consider it prudent not to
recommend dividend for the year under review.

RESERVES

No amount is proposed to carry to any reserves by the board of directors.

STATE OF COMPANY''S AFFAIR

The results for the reporting year compared with the prior year were improved mainly due to sale of
investment and increase in market value of the investment as compared to the previous year which
ultimately resulted in the increase in revenues.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes occurred subsequent to the close of the financial year of the Company to which
the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

INTERNAL CONTROL SYSTEMS

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 & to the Chairman & Managing Director.

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 of the
Company.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

The Company does not become or ceased to be or have any Subsidiary/Joint Ventures/ Associate
Companies during the year.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, the company has not issued shares with differential voting rights nor granted
stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as
"Annexure A".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information required u/s. 134(3)(q) of the Companies Act, 2013, read with the Rule 8(3) of Companies
(Accounts) Rule, 2014 with respect to conservation of Energy, Technology absorption are not applicable to
the company. The Company has no foreign exchange outflow or inflow during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the provisions of section 186 of the Companies Act, 2013 in relation to
Loan; Investment & Guarantee given by the company during the financial year and no disclosures in this
regard is required under the aforesaid section in this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)

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

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the listing regulations, the Board of Directors has
adopted risk management policy for the Company which provides for identification, assessment and control
of risks which in the opinion of the Board may threaten the existence of the Company. The Management
identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

At present the company has not identified any element of risk which may threaten the existence of the
company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 read together with Rule of the Companies Act, the "Corporate
Social Responsibility" (CSR), requirement is not applicable to the Company.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance
as stipulated in SEBI (LODR), Regulation, 2015 of the Listing agreement shall be annexed with the report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the
Company, through the policy envisages encouraging the employees of the Company to report to the higher
authorities any unethical, improper, illegal or questionable acts, deeds & things which the management or
any superior may indulge in. This policy has been circulated to employees of the Company. However, no
employee has been denied access to the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for

selection and appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

None of the employees, who were in receipt of remuneration in excess of the limits as specified under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout
or part of the financial year under review, was engaged in the company.

DIRECTORS

Changes in Directors and Key Managerial Personnel

Mr. Gaurang Agarwalla retires by rotation and, being eligible, offers himself for re-appointment. The
Directors recommend Mr. Gaurang Agarwalla for re-appointment.

Independent Director(s) declaration

Mr. Shambhu Nath Modi and Mr. Pratap Ram Ganguly, who are Independent Directors, have submitted a
declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section
149 of the Act and listing regulation. Further, there has been no change in the circumstances which may
affect their status as independent director during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulation, the Board has carried out
an evaluation of its own performance, the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.

CodeofConduct

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for
Directors and Senior Management of the Company. A declaration to this effect has been signed by Managing
Directors and forms part of the Annual Report.

Board Meeting

During the year Seven Board Meetings were convened and held. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013. The details of which are given in the
Corporate Governance Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Anand Khandelia, a
firm of company secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial
Audit report is annexed herewith as "Annexure B".

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013, M/s. A.K. Meharia & Associates,
Chartered Accountants, were appointed as statutory auditors of the Company at the 34th annual general
meeting (AGM) of the Company for a period from the conclusion of the said AGM till the
conclusion of the 39thAGM.

The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in
his report and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the Company
for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

EMPLOYEES RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all
levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of
this Report, are set out as separate Annexure, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate Governance as stipulated in listing
regulation.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
there under. During the financial year 2023-2024, no complain had been received.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company,
Bankers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place: Kolkata For and on behalf of the Board

Dated: 27/05/2024

(Arun Kumar Agarwalla) (Sudha Agarwalla)

Managing Director Director

DIN:00607272 DIN: 00938365