The Board of Directors of Vaishno Cement Company Limited are pleased to present the 37^thAnnual Report for the
Financial Year ended 31^stMarch, 2024, together with the Auditors’ Report and Audited Accounts for the Financial
Year 2023-2024.

FINANCIAL SUMMARY/HIGHLIGHTS:

The summarized performance of the Company for the Financial Years 2023 -24 and 2022-23 are as under:

FINANCIAL PERFORMANCE:

During the year under review, your Company recorded Loss of Rs. (7,42,869/-).

DIVIDEND& RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year in view
of loss during the year and absence of accumulated profits.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the company during the financial year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture or Associate Companies as on the date of the
Balance Sheet.

LISTING:

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and Bombay Stock
Exchange Limited (ISIN INE116E01018) and the listing fees on the said Stock Exchange for the Financial Year
2023-2024 have not been paid.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which this financial statement relates and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under review, as stipulated under SEBI (LODR)
Regulations, 2015 forming part of the Annual Report as:

Presently the Company is out of operation and the Board is contemplating over several measures to get the Company
in Roll.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of
sexual harassment complaints received and disposed of during each Calendar year:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

CORPORA TE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the
provision

of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.
CORPORA TE GO VERNANCE REPORT

Since the paid-up share capital of your Company and its net-worth was below the prescribed limit as per the regulation 15
of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial year 2023-2024 and
accordingly, a separate section on Corporate Governance is not attached herewith.

DIRECTORS&KEYMANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Act and the Company’s Article of Association, Mr.
Suman Das (DIN: 09440355) retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself re-appointment in compliance with provisions of Companies Act, 2013.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act
provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of
the Company.

Details of Directors / KMP appointed and resigned during the year

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the year under report and therefore no disclosure needs
to be made under the said provision.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm that: -

? In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

? The Directors had selected such accounting policies and applied consistently and have made judgements 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 31.03.2024 and of the profit of the Company for the year ended 31.03.2024;

? 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;

? The Directors had prepared the annual accounts on a going concern basis;

? 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; and

? 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.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review5 (Five) meeting of Board of Directors were held i.e., on 30.05.2023,

19.07.2023, 11.08.2023, 14.11.2023&13.02.2024and its details are as follows:

The Company has duly complied with the provisions related to Notice, Minutes and Meetings as prescribed under
the Companies Act,2013, and Rules made thereunder, if any.

COMMITTEES OF BOARD:

• AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Audit Committee and the Audit Committee of the Board of
Directors met four times on 30.05.2023, 11.08.2023, 14.11.2023 & 13.02.2024 during the financial year under
review.

• NOMINA TION AND REMUNERA TION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Nomination and Remuneration Committee and the details of
composition of the Nomination and Remuneration Committee of the Board of Directors are as under and the
Committee met one time on 29/09/2023 during the year under review:

• STAKEHOLDERS RELA TIONSHIP COMMITTEE.

In compliance with the provisions of section 178 of the Companies Act, 2013 and relevant rules made
thereunder, the Company has constituted the Stakeholders Relationship Committee and the and the details of
composition of the Stakeholders Relationship Committee of the Board of Directors are as under and
Committee met four times on 12/04/2023, 18/07/2023, 18/10/2023& 18/01/2024 during the financial year
under review.

There were no Complaints from the Investors received by the Board during the period under review.
DECLARATION BY INDEPENDENT DIRECTOR:

Mr. Nabin Kumar Jain, Mr. Suman Das, & Ms. Rajeswari Bangal are the Independent Directors on the Board of
your Company and they fulfill the conditions of Independence specified in Section 149(6) of the Companies Act,
2013 and Rules made thereunder and meet with the requirement of the Listing Agreement entered into with the
Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and
the repealed Listing Agreement has been issued and disclosed on the website of the Company viz.
www.vaishnocement.com. Further,the Independent Directors of your Company, in the meeting held on 13.02.2024
has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with
the requirement of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act,
2013 were transacted thereat.

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Act, the draft Annual Return for the financial year ended 31st March, 2024 is
displayed on the website of the Company www.bengaltea.com and forms an integral part of this Annual Report. The
weblink for the same is www.vaishnocement.com

A UDITORS AND A UDITORS’ REPORT

M/s. Jain & Co., (Firm Regn. No. 302023E) Chartered Accountants, were appointed as the Statutory Auditors of the
Company on 14^th May, 2022 by the Board of Directors for a period of 5 years from the conclusion of the 37^th AGM
to the conclusion of the 41^st AGM of the Company which was approved by the Shareholders at the 39^th AGM of the
Company. M/s. Jain & Co. is a Peer Reviewed Firm. The Company has received letter from the Auditors to the
effect that their appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not
disqualified.

SECRETARIAL A UDIT:

In terms of Section 204 of the Act and Rules made there under, Ms. Manisha Lath, Practicing Company Secretary,
had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure C is
self-explanatory and does not call for any further comments.

REPORTING OF FRA UDS BY A UDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the Company by its
officers or employees, the details of which need to be mentioned in the Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any loan, or provided any guarantee and no investments were made during the year
under review.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement
formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees
to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the
Company’s code of conduct. The policy provides adequate safeguard against victimization of employees and
Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the
Audit Committee etc.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the financial year ended 31^st March, 2024. Therefore, the provisions
of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related
party transactions during the Financial Year under review 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. Thus, disclosure in Form AOC-2 is not required.

PERFORMANCE EVALUA TION:

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholders Committee. The Board of Directors expressed their satisfaction with the
evaluation process.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014 the Company was not required to appoint Cost Auditor to audit the cost records.

PARTICULARS OF EMPLOYEES

The Company had no employee who were in receipt of more than 1.02 Crores per annum during the year ended 31^st
March, 2024 or of more than ' 8.5 Lakhs per month during any part thereof.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERA TION

The Nomination and Remuneration Committee of the Board has formulated the Nomination and Remuneration
Policy, which broadly laid down the various principles for selection, appointment and payment of remuneration. The
said policy provides the procedure for selection and appointment of Board Members, Key Managerial Personnel
(KMPs) and Senior Management Personnel (SMPs) of your Company along with detailed framework for
remuneration to be paid to the members of the Board of Directors, Key Managerial Personnel (KMPs) and the Senior
Management Personnel (SMPs) of the Company. The Nomination and Remuneration Committee identifies suitable
candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an
existing Board member. Based on the recommendations of the Committee, the Board evaluates the candidate(s) and
decides on the selection of the appropriate member. The Committee along with the Board, reviews on an annual
basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual members.
The Board members should be qualified, independent and have positive attributes. Brief aforesaid Policy has been
produced as hereunder:

(i) The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members
for the Board and other executive level.

(ii) The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related
compensation package, taking into account shareholder’s interests, industry standards and relevant Indian corporate
regulations.

(iii) The remuneration policy will ensure that the interests of the Board members & senior executives are aligned
with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be
consistent with the “pay-for-performance” principle.

(iv) Remuneration package largely consists of basic remuneration, perquisites, allowances and performance
incentives. The components of remuneration vary for different employee grades and are governed by industry
patterns, qualifications and experience of the employee, responsibilities handled by him, his individual
performances, etc.

INTERNAL FINANCIAL CONTROL:

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of
resources, accuracy and promptness in financial reporting and compliance with laws and regulations. Efforts are
made by the management to maintain a sound financial and commercial practice capable of improving the efficiency
of the operations and sustainability of the business. The system ensures that all the assets are safeguarded and
protected against loss from unauthorized use or disposition and those are authorized, recorded and reported correctly.
All operating parameters are monitored and controlled. The Audit Committee of the Board of Directors also reviews
the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from
time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated
efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to 22aximize
the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive
management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULA TORS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern
statusof the Company and its future operations

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with the and Rule 8(3) of Companies (Accounts)
Rules, 2014 the Company has no activity involving conservation of energy or technology absorption, foreign exchange
earnings and outgo.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34 of the SEBI Listing Regulation is not applicable to
your Company for the financial year ended March 31^st, 2024.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Internal Complaints Committee for the Registered Office and Tea Division. The following is
the summary of Sexual Harassment complaints received and disposed of during the year 2023 -24:

No. of Complaints pending as on 1^st April, 2023: NIL

No. of Complaints received: NIL

No. of Complaints Disposed of: NIL

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the
designated employees while in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation of the contribution of employees at all levels. Your
directors also take this opportunity to thank the Company’s Bankers, Shareholders and all others concerned for their
valuable support and co-operation extended to the Company.

Place: Kolkata For and on behalf of the Board For and on behalf of the Board

Dated: 30^th day of May, 2024

Sd/- Sd/-

Jatin Nanji Chheda Rajeswari Bangui

Whole-time Director Director

DIN:09342630 DIN:09440356