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Directors Report of Anjani Portland Cement Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Thirty First Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Current Year Previous Year Ended Ended

1/03/2015 31/03/2014

Revenue from Operations (Gross) 30,322.16 32,378.13

Profit before Interest, Depreciation 5,236.31 2,321.13

Less: Interest 2,779.87 3,538.06

Less: Depreciation 1,059.37 1,490.91

Profit/(Loss) Before Tax 1,397.07 (2,707.84)

Provision for Taxation including deferred Tax (274.19) (773.00)

Profit/(Loss) after Taxation 1,671.26 (1,934.84)

Appropriations

Debenture Redemption Reserve 500.00 -

2. DIVIDEND

Your company has made profits during the current year, however keeping in view the expansion/ growth plans of the company it was decided to reinvest the profits back into the company for better returns to the Shareholders in the future.

3. TRANSFER TO RESERVES

During the year the Company has issued Non-Convertible Debentures amounting to Rs. 6,000 lakhs. Pursuant to the provisions of Section 71(4) of the Companies Act, 2013 the company has created a Debenture redemption Reserve of Rs. 500 lakhs out of the profits of the company for the financial year ended 31st March, 2015.

4. PERFORMANCE OF THE COMPANY

PRODUCTION in M.T SALES in M.T

Cement 6,55,896 6,50,198

5. OPERATIONS

This is covered under the topic Management Discussion and Analysis.

7. NEW PROJECTS

INSTALLATION OF PROPOSED CAPTIVE POWER PLANT

The Company, keeping in view major constraints in the production process due to lack of continuous power supply, has decided to initiate the process of installing a Captive Thermal power plant at the Factory at Chintalapalem Village, Nalgonda. The capacity of the proposed Plant will be 16 MW. The Captive Thermal power plant will cater to the entire power requirement of the company at its full capacity and any surplus can be sold in the market. With a view to finance the project, the company proposes to Issue Equity Shares on Rights basis for a quantum not exceeding Rs. 75 crores.

8. ISSUE OF NON CONVERTIBLE DEBENTURES

The Company had on Private Placement basis, issued and allotted 600 Secured Non-Convertible Debentures of the Face Value of Rs. 10,00,000 each at par aggregating to Rs. 60 crores on the 14th November, 2014. The said Debentures have been issued in two tranches of 300 Debentures each. Each tranche of the Debentures is redeemable after 36 months and 42 months from the Date of Allotment.

In line with the provisions of the Companies Act, 2013, the Company had appointed IDBI Trusteeship Services Limited as Debenture Trustees for the said Debenture issue.

The above mentioned Debentures are listed on the Bombay Stock Exchange limited

9. SHIFTING OF REGISTERED OFFICE FROM THE STATE OF HYDERABAD, TELANGANA TO MUMBAI, MAHARASHTRA.

During the year Financial Year 2014-15, the Company had initiated the process of shifting of its Registered Office from the State of Telangana (Hyderabad) to the State of Maharashtra (Mumbai), in pursuance of which the company received the order from Regional Director,Southern Region, Ministry of Company Affairs dated 26th February 2015, following which the confirmation order from the Registrar of Companies, Mumbai, Maharashtra was received on 9th June, 2015.

Mumbai being a commercial hub of the country, for better client visibility and administrative convenience the above change in the Registered Office was considered to be in the best interest of the company and its stakeholders.

The Registered Office address of the company pursuant to this change is as follows, 306 A, The Capital, 3rd Floor, Plot No C-70, G-Block, Bandra Kurla Complex, Bandra East, Mumbai 400051

10. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public, or its employees during the year under review and there are no outstanding Fixed Deposits at the end of the financial year 2014-15.

11. REPORT ON CORPORATE GOVERNANCE:

As per the provisions of the listing agreement with the Bombay Stock Exchange where the Company's Equity shares are listed, a report on Corporate Governance is given in Annexure - 4 to this Report.

12. STATUTORY AUDITORS:

The Auditors, M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No S-2934) retire at the ensuing Annual General Meeting and are eligible for reappointment. M/s Ramanatham & Rao have given their consent to act as Auditors and have confirmed that the appointment, if made, would be in compliance with Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

13. COST AUDITORS:

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 cement activity is required to be subject to Cost Audit. Your Directors have appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad to audit the cost records of the Company for the financial year 2015-16 on a remuneration of Rs. 1,75,000/- (Rupees One Lakh Seventy Five Thousand Only) lakhs. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in the Annual General meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad is placed in the ensuing Annual General Meeting.

The Cost Audit Report for the Financial year 2013-14 due to be filed with Ministry of Corporate Affairs within a period of 180 days from the close of the financial year, had been filed on 27th September 2014 The Cost Audit Report for the Financial year 2014-15 would be filed within the period mentioned in the Companies (Cost Record and Audit) Rules 2014.

14. REQUIREMENT UNDER THE COMPANIES ACT, 2013

A. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Geetha Muthiah resigned from the Board of the Company with effect from 20th December

2014. The Directors place on record their appreciation for the invaluable contribution and guidance provided by Mrs. Geetha Muthiah.

Mr. B. Ramesh, Non- Executive Director resigned from the Board of the Company with effect from 15th April 2015.

Mr. A. Subramanian was appointed as Additional Director and Managing Director of the Company with effect from 19th January 2015.

Mr. A. Subramanian retires at the ensuing Annual General Meeting and a Notice has been received under Section 160 of the Companies Act 2013 proposing his re-appointment at the 31st AGM.

Dr. (Mrs.) S.B Nirmalatha has been appointed as Additional Director with effect from 10th February, 2015.

Dr. (Mrs.) S.B Nirmalatha retires at the ensuing Annual General Meeting and a Notice has been received under Section 160 of the Companies Act 2013 proposing her re-appointment at the 31st AGM.

Mr. K.V. Vishnu Raju retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. PVR. L Narasimha Raju retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. M.L. Kumavat has been appointed as Chief Financial Officer with effect from 10th February 2015.

B. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

Your company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013 and the rules framed thereunder. The details of the Policy are uploaded on the website of the company.

C. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed in Annexure -2 in the prescribed form MGT-9 and forms part of this Report.

D. NUMBER OF MEETINGS OF THE BOARD

8 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to clause 3 of the Corporate Governance Report, which forms part of this Report.

E. INDEPENDENT DIRECTORS' DECLARATION

Mr. V Subramanian and Mr. P Gopal 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 revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

F. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in clause no. 4.2 B and 4.2 C of Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed in the prescribed form MGT-9 and forms part of this Report. The Nomination and Remuneration Policy of the company is available on the company's website.

G. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report. The Report of the Secretarial Auditor as conducted by M/s IBH & Co, is given in Annexure-3 which forms part of this report.

H. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

I. RELATIONSHIP BETWEEN DIRECTORS

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VIM)(E)(2) of the revised listing agreements.

J. TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm's length basis. Thus provisions of Section 188 of the Act are not applicable in respect of these transactions.

K. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company.

L. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL YEAR RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year and the date of this report

M. RISK MANAGEMENT POLICY

The management of the company is spearheaded by a Whole Time Managing Director and risk assessment and mitigation, forms a concurrent part of the management procedures. Periodical reviews of various operational, marketing and legal parameters affecting the company is conducted and risk management and mitigating procedures are adopted on a continuous basis.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The overall risk tolerance is reviewed on a regular basis.

N. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, The Corporate Social Responsibility Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company i.e. www.anjanicement.com.

The company is not required to spend any amount in CSR activities during the financial year 2014- 15, as per the provisions of 135(5) of the Companies Act, 2013, on account of the average profits being negative. However the company has made contributions to the upliftment of the villages around its factory as part of its commitment towards the society.

O. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Directors Ratio to Median Remuneration

Non-Executive Directors

Mr. B. Ramesh (W.e.f 16th May 2015) -

Mr. P Gopal (W.e.f 16th May 2015) -

Mr. V Subramanian (W.e.f 16th May 2015) -

Dr.(Mrs.) S.B. Nirmalatha (W.e.f 10th February 2015) -

Directors Ratio to Median Remuneration

Executive Directors

Mr. A. Subramanian (W.e.f 19th January 2015) -

Mrs. Geetha Muthiah (up to 20th December 2014) -

Mr. K.V Vishnu Raju (upto 4th June 2014) -

Mr. PV.R.L. Narasimha Raju (upto 4th June 2014) -

*Mr. PVR.L. Raju and Mr. K. V Vishnu Raju continued as Non-Executive Directors post 4th June 2014. The Change of Control took effect on the 16th May 2014 and as on that date Mr. P R. Raju, Mr. P V Subba Rao, Mr. P S. Ranganath and Mr. R. A. Rama Raju resigned from the Directorship of the company.

The median remuneration of the employees of the company for the financial year 2014-15 is Rs. 2.63 lakhs. However due to the takeover and change in control, the remuneration given to directors is for part of the year and hence not comparable.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer Company Secretary or Manager, if any, in the financial year;

Name of Person Percentage Increase in Remuneration

Non-Executive Directors

Mr. B. Ramesh -

Mr. P. Gopal -

Mr. V Subramanian -

Dr. (Mrs.) S. B. Nirmalatha -

Executive Directors

Mr. A. Subramanian (W.e.f 19th January 2015) -

Mrs. Geetha Muthiah (up to 20th December 2014) -

Mr. K.V Vishnu Raju (up to 4th June 2014) -

Mr. P.V.R.L. Narasimha Raju (up to 4th June 2014)* -

CFO and CS

Mr. M.L. Kumavat (W.e.f 10th February 2015) -

Mrs. Anu Nair (W.e.f 4th June 2014) -

Mr. Suneel M.B. (upto 4th june 2014) -

*Mr. P.V.R.L. Narasimha Raju and Mr. K.V Vishnu Raju continued as Non-Executive Director's post 4th June 2014.

The Change of Control of the Management of the Company took effect on the 16th May 2014 and as on that date Mr. PR Raju, Mr. P.V Subba Rao, Mr. PS. Ranganath and Mr. R.A. Rama Raju resigned from the Directorship of the company.

*Cannot be calculated as there is no comparable information, corresponding to the previous year.

3. The percentage increase in the median remuneration of employees in the financial year

8.91%

4. The number of permanent employees on the rolls of company;

301

5. The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 9.58%. The increase in remuneration is in line with the market trends.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs. in Lakhs

Remuneration of Key Managerial Personnel (KMP) during financial year 56.48 2014-15 (aggregated)

Revenue from operations 25,966.68

Remuneration (as % of revenue) 0.22

Profit before tax (PBT) 1,397.07

Remuneration (as % of PBT) 4.04

7. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31 2015 March 31 2014 % Change

Market Capitalisation (Rs. in Lakhs) 21,184.82 10,711.94 97.77

Price Earnings Ratio 12.68 (5.54) 328.89

8. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 2015 Last public Offer % Change (Rights Issue in the year 1995)

Market Price BSE 115.20 10 1052

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

On an average, employees received an increase of 9.58%. The increase in remuneration is in line with the market trends, however due to the change in control, and change in management of the company, the percentile increase in managerial remuneration is not ascertainable.

However if a comparison has to be made for the managerial remuneration paid in the year 2013-14 as compared to the managerial remuneration paid in 2014-15 there has been a decrease of 1.23%

10. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

(Rs. in Lakhs)

CFO CS Mr. P.V.R.L. Mr. Narasimha K.V. Vishnu Raju Raju

Remuneration 5.39 4.86 4.04 4.36

Revenue from 25,966.68 Operations

Remuneration as 0.02 0.02 0.02 0.02 a percentage of Revenue



Mrs Mr. Geetha A. Muthiah Subramanian

Remuneration 37.83 -

Revenue from Operations

Remuneration as 0.12 - a percentage of Revenue

*Mr. P.V.R.L. Narasimha Raju and Mr. K.V. Vishnu Raju were Executive Director and Managing Director upto 4th June 2014 respectively. *

*Mrs. Geetha Muthiah was appointed as Managing Director from 4th of June 2014 till 20th December 2014.

*Mr. A. Subramanian was appointed as Managing Director with effect from 19th January 2015

*Mr. Suneel MB was the Company Secretary upto 4th June 2014 and thereafter Ms. Anu Nair was appointed as the Company Secretary.

*Mr. M. L. Kumavat was appointed as the Chief Financial Officer with effect from 10th February 2015.

11. The key parameters for any variable component of remuneration availed by the directors;

Members at the AGM of the Company held on 10th September, 2014 approved payment of remuneration by way of commission to the Managing Director within the ceiling of 5% of the net profits of the Company as computed under the applicable provisions of the Companies Act 2013

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable.

1 3. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company affirms that remuneration is as per the remuneration policy of the Company.

P. FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN ARM'S LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO.

All related party transactions entered into by the company are on arm's length basis and it has not entered into any material contracts or arrangements or transactions with related parties.

Q. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations.

R. BOARD EVALUATION

The Board evaluated the performance of the Board, Committees and Individual Directors based on the under mentioned parameters

EVALUATION OF THE BOARD

* Development of suitable strategies and business plans at appropriate time and its effectiveness;

* Implementation of robust policies and procedures;

* Size, structure and expertise of the Board;

* Overview of the Financial Reporting Process, including Internal Controls;

* Willingness to spend time and effort to learn about the Company and its business; and

* Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

EVALUATION OF THE COMMITTEES

* Discharge of its functions and duties as per its terms of reference;

* Process and procedures followed for discharging its functions;

* Effectiveness of suggestions and recommendations received;

* Size, structure and expertise of the Committee; and

* Conduct of its meetings and procedures followed in this regard.

EVALUATION OF THE INDIVIDUAL DIRECTORS

The performance evaluation of the Director mentioned below was done by the entire Board excluding the person being evaluated.

* Display of leadership qualities i.e. correctly anticipating business trends, opportunities, and priorities affecting the Company's prosperity and operations;

* Establishment of an effective organization structure to ensure that there is management focus on key functions necessary for the organization to align with its mission; and *

* Managing relationships with the Board, management team, regulators, bankers, industry representatives and other stakeholders.

* Participation at the Board / Committee meetings;

* Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

* Effective deployment of knowledge and expertise;

* Integrity and maintaining of confidentiality;

* Independence of behaviour and judgment;

S. STATEMENT PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED MARCH 31,2015.

There are no employees in the Company falling within the definition mentioned above

T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under 134 (3)(m) of the Companies Act, 2013 and the Rules prescribed thereunder are set out in Annexure -1 to this report.

U. SUBSIDIARY COMPANIES:

Your company has no subsidiaries within the meaning of Section 2(6) of the Companies Act, 2013.

V. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

b) Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

e) Appropriate Internal Financial Controls have been laid down and followed and such internal financial controls are adequate and operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

15 CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption "Management Discussion and Analysis" describing the company's objectives, expectations or projections may constitute "forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company's operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

16. ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the company.



On Behalf of the Board of Directors

Place: Chennai A. Subramanian V. Subramanian Date: 5th August 2015 Managing Director Director


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Thirtieth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: (Rs. In Lakhs) Current Year Previous Ended Year Ended 31/03/2014 31/03/2013

Revenue from Operations (Gross) 32378.13 33195.49

Profit before Interest, Depreciation 2370.76 5368.10

Less: Interest 3587.07 3471.10

Less: Depreciation 1490.91 1433.79

Profit/(Loss) Before Tax (2707.84) 463.21

Provision for Taxation including deferred Tax (773.01) 154.10

Profit/(Loss) after Taxation (1934.84) 309.11

Appropriations

General Reserve -- --

Dividend -- --

Dividend Tax -- --

DIVIDEND

The Company has incurred a loss during the current year and hence does not any recommend any dividend for the financial year ended 31st March, 2014. However the Company is hopeful of better results in the coming year.

PRODUCTION AND SALES FOR THE YEAR (in MT)

Cement Produced - 801105

Clinker Produced - 718402

Cement and Clinker Sales - 857318 OPERATIONS

This is covered under the topic Management Discussion and Analysis.

MANAGEMENT DISCUSSION AND ANALYSIS

FIXED DEPOSITS:

As at 31st March, 2014, fixed deposits accepted by the Company from public aggregated Rs. 560.98 Lakhs which are within the limits prescribed under the Companies Act, 1956.

CORPORATE UPDATES -OPEN OFFER:

The erstwhile Promoters of the company had entered into a Share Purchase Agreement with Chettinad Cement Corporation Limited on 12th March, 2014. Chettinad Cement Corporation Limited agreed to acquire upto a maximum of 75% of the total Equity Share Capital and voting power from the erstwhile Promoters of the company and Public Shareholders through an Open Offer as per SEBI (Substantial Accquisition of Shares and Takeover) Regulations, 2011 ("SAST Regulation"), at a price of Rs. 61.75/- per Equity Share of Rs. 10/- each.

Chettinad Cement Corporation Limited thereafter made applications to SEBI for an Open Offer to acquire upto 26% of the Total Equity Share Capital of our company from our Public Shareholders. Chettinad Cement Corporation Limited then acquired 9010901 Equity Shares comprising of 49% of the Equity Share Capital of the company, from the erstwhile Promoters in May 2014 and nominated majority Directors in the Board of the Company, thereby acquiring control over the affairs of the Company.

The Open Offer to the Public Shareholders of our Company as per SAST Regulations opened on the 26th June, 2014 and ended on the 9th July, 2014. In the Open Offer, Chettinad Cement Corporation Limited acquired 3141752 validly tendered Equity Shares of our Company, comprising 17% of its Total Share Capital, from our Public Shareholders. Chettinad Cement Corporation Limited currently hold 66% of the Total Equity Share Capital of our Company.

With the acquisition of the Equity Shares of our Company in the Open Offer, our company has become a subsidiary of Chettinad Cement Corporation Limited.

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

The particulars as prescribed under 217 (1)(e) of the Companies Act, 1956 are set out in an annexure to this report.

SUBSIDIARY COMPANY:

The Company had divested 100% of its investment in

* Hitech Print Systems Ltd - Subsidiary Company

* Vennar Ceramics Ltd. -Associate Company during the financial year under review.

The decision was made after taking into consideration the need to focus on only the core activities of the company.

STATUTORY INFORMATION REGARDING EMPLOYEES

There are no employees in the organization coming under the provisions of section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

iii. Proper and sufficient care has been taken for the 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; and

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As per the provisions of the listing agreement with the Bombay Stock Exchange where the Company''s Equity shares are listed, a report on Corporate Governance is annexed hereto.

DIRECTORS:

Mr. R. A Rama Raju, Mr. P S Ranganath, Mr P V Subba Rao and Mr P R Raju resigned from the Board of your company with effect from 16th May, 2014. The Board places on record its appreciation for the services rendered by all of the above mentioned directors.

Mrs. Geetha Muthiah, Mr. B. Ramesh, Mr. V Subramanian and Mr. P Gopal have been appointed as Additional Directors on the Board of your company with effect from 16th May, 2013 and hold office till the ensuing Annual General Meeting.

Mr. K.V Vishnu Raju has resigned from the post of Chairman cum Managing Director and Mr. P V. R. L Narasimha Raju has resigned from the post of Executive Director with effect from 4th June 2014. They continue to act as Non- executive Directors in the company

Mrs. Geetha Muthiah was appointed as Managing Director with effect from 4th June 2014.

Mr. K. V Vishnu Raju and Mr. P V .R. L Narasimha Raju retire from office by rotation and being eligible offer themselves for re-appointment.

AUDITORS:

M/s M. Anandam & Co., Chartered Accountants retire at the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a Shareholder under Section 140 read with Section 115 of the Companies Act, 2013 proposing a resolution for appointment of M/s Ramanatham & Rao, Chartered Accountants (Firm Registration No 002934-S) as Auditors of the company. The subject resolution is appearing as Item No 4 in the Notice convening the Annual General Meeting which forms part of this Annual Report. M/s Ramanatham & Rao have also given their consent to act as Auditors, if appointed, and confirmed that the Appointment, if made, would be in compliance with Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

The Cost Audit of the Company is conducted by M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad.

The Cost Audit Report/Compliance report for the financial year 2012-13 was due to be filed by 27th September 2013. As the MCA stipulated that same had to be filed under the Extensible Business Reporting Language [XBRL] mode, the Cost Audit Report and the Compliance Report, in Form I and Form A, respectively, for the Financial Year 2012-13 have been filed with the Central Government in the prescribed mode on 10th September,2013 The Cost Audit Report and the Compliance Report for the financial year 2013-14 is due to be filed within 180 days from the closure of the financial year in XBRL mode and will be filed within the stipulated time.

CAUTIONARY STATEMENT:

Statements made in this report, including those stated under the caption "Management Discussion and Analysis" describing the company''s objectives, expectations or projections may constitute "forward looking statements" within the meaning of applicable securities laws and regulations.

Important factors that could influence Company''s operations include global and domestic supply and demand conditions affecting the selling price of finished goods, availability of inputs and their prices, changes in government regulations, tax laws, economic developments within the country and outside and other factors such as litigations and Industrial relations.

The Company assumes no responsibilities in respect of the forward looking statements which may undergo changes in the future on the basis of subsequent developments, information or events.

ACKNOWLEDGEMENT:

The Board of Directors wish to thank all the shareholders statutory bodies and departments of the State and Central Government and Bankers, Suppliers, Customers and all employees for their valuable support to the company.

For and on Behalf of the Board B. Ramesh Chairman Place : Chennai Date : 12th August 2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts and Cash Flow statement for the financial year ended 31st March 201 3.

Financial Results

The Financial results for the year ended 31st March, 201 3 are summarised below:

Rs.in Lakhs

2012-13 2011-12

Revenue from operations (Gross) 33195.49 33629.91

Profit before Interest, Depreciation 5368.10 6581.31

Less : Interest 3471.10 3376.83

Less : Depreciation 1433.79 1383.27

Profit before Tax 463.21 1821.21

Provision for Taxation 154.10 240.76 including deferred Tax

Profit after Taxation 309.11 1580.45

Appropriations

General Reserve 240.00

Dividend 220.68

Dividend Tax 35.80

Review of Operations

The company has produced a quantity of 8,37,993 MT of cement during the current financial year compared to the previous year production of 7,89,1 74 MT of cement registering an increase of 6%. The quantity sold during the year under review stands at 8,40,872 MT compared to the quantity of 7,94,528 MT during the previous financial year showing an increase of 6%.

The gross sales in terms of value during the year under review were at Rs. 3281 1.12 Lakhs as against Rs. 33062.32 Lakhs during the previous financial year. Similarly the Profit Before Tax for the current financial year amounts to Rs. 463.21 Lakhs against Rs.1 821.21

Lakhs during the previous financial year The profit after tax for the year under review stands at Rs. 309.1 1 Lakhs compared to Rs.1 580.45 Lakhs during the previous financial year.

It can be observed while there is an improvement in the performance in the physical terms, there is a decline in financial terms during the year under review compared to the previous year because of decrease in sale price.

The higher production and sale in terms of quantity has not helped the company to post a better performance compared to the previous year. During the year 2012-13 the sale price has gone down substantially due to excess capacities over demand in consumption. The average increase in unit charges of power stands at about 38% (current year cost per unit is Rs.5.53 while Rs.4.00 during the previous year). Further there was a set back to cement industry in Andhra Pradesh due to non supply of sand on account of High Court intervention for a period of six months. This has resulted to force the company to sell its product in other states and there by the margins have come down due to higher cost of freight.

But for the increase in these costs, the company would have been in a much better position during the year 201 2-1 3. Inspite of the increase in these fuel costs and volatile market conditions, the company could perform on par with other cement companies due to higher production and sales quantities.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. Althought the year under review was quite discouraging it is hoped that the situation would improve better for the coming year.

The statistics available show that there is negative growth in AP for cement demand by about 3% during the year 201 2-1 3 compared to the positive growth of 2 % in the year 201 1-12 and 1 2% during 201 0-11. The company could over come the impact of this negative growth by expanding its marketing network in neighbouring states by increasing the sale in those states.

Dividend

The Directors have not recommended any dividend since the resources are required for the continuance of the business.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs.451.49 Lakhs. Deposits matured and unclaimed as on 31st March, 201 3 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1 956 and in terms of Articles of Association of the Company Mr. P V Subba Rao and Mr. R A Rama Raju retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors'' Responsibility Statement

As required under Section 21 7(2AA) of the Companies Act, 1 956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. Appropriate accounting policies have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The annual accounts have been prepared on a going concern basis.

Subsidiary Companies

Ministry of Corporate Affairs (MCA) has issued a General Circular No.2/2011, Dt. 8th February, 2011, deciding to grant a genera! exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company.

Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited is enclosed as required under Section 212 of the Companies Act, 1 956.

The information of Subsidiary companies as required to be disclosed as pei the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1 956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors'' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company''s performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Corporate Social Responsibility (CSR)

The Company strongly believes that Corporate Social Responsibility is its commitment to improve the quality of life of the workforce and their families and also the community and society at large. The Company further believes in undertaking business in such a way that leads to overall development of all stake holders and society.

On regular basis we arrange and conduct meetings with the workforce and community groups to identify and assess social requirements, which are necessary for their welfare and common public cause. The main thrust areas are Health, Education, Housing, Employment generation and Environmental Protection.

Health

Extending a healing touch or sanjeevani and reaching out to the needy through health and dental camps, awareness program on cleanliness and sanitation, Anjani team has attained and eminent status in all the lives they touched upon. In this direction substantial effort was made for improving sanitation facilities in surrounding villages besides providing purified drinking water.

Education

Realizing the need for education in the backward areas, Anjani Cement has a set up an English Medium school within two years of its operation in the middle of four villages, thus paving the way for Rural Transformation through education. The school has grown to become one of the best school in Nalgonda District and more than 500 students near by villages are studying from LKG to 10th Standard.

Further Dr. B V Raju Foundation which is an associate is offering free seats and seats with concessional fees to economically backward students for studying professional courses like B Pharmacy, B. Tech, Ploytechnic, MCA etc., in the group managed professional colleges.

Housing

The Company has contributed for construction of good number of Pucca Houses in nearby villages. Also the Company has donated Rs.1 Crore worth of Cement for Indiramma Housing Scheme Initiated by Government of Andhra Pradesh for construction of Pucca Houses to Rural Poor.

Further the company has contributed for construction of quiet number of Houses exclusively for Schedule Castes in the name of Dr. B V Raju SC Model Colony at near by villages.

Anjani tree shelters more than 500 happy families and honors their health, education and development as its priority. They provide a helping hand to economically modest communities through supply of drinking water, subsidized food grains and cement for their humble dwellings.

Employment

Besides providing employment for local area skilled and unskilled people, one of the major and unique initiative by the company has been the inauguration of Cement Technology Institute in the name of "Padma Bhushan Dr. B V Raju Institute of Cement Technology" (BVRICT) to give one year full fledged training for local unemployed youth to get potential employment in cement industries.

As a business policy and commitment our major stake holders in our business activity have been the communities around us and employees. And we do every thing possible on regular basis to undertake various initiatives to improve the quality of life of the surrounding villages.

Environmental Protection

The Company makes continues efforts for maintaining a better and clean working environment both within plant but also across the neighbouring villages. Thus the company maintains a very large Green Belt Area and does everything possible to achieve Zero level Pollution Around the Plant Area. In recognition of our continuous efforts in this regard, Anjani Cement was awarded Appreciation Certificates by Andhra Pradesh Pollution Controller Board in the year 2004 & 2008 on the occasion of the World Environmental Day.

Auditors

M/s.MAnandam&Co.,CharteredAccountants,Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the year 2012-13.

Particulars of Employees

There are no employees in the organisation coming under the provisions of section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1 975 as amended.

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 21 7(1 )(e) of the Companies Act, 1 956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from them.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board

K V Vishnu Raju

Chairman & Managing Director

Place : Hyderabad

Date : 28.05.2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March 2012.

Financial Results

The Financial results for the year ended 31st March, 201 2 are summarised below:

2011 - 2012 2010 - 2011 Rs.in Lakhs Rs.in Lakhs

Revenue from operations (Gross) 37729.51 22460.28

Profit before Interest, Deprecation 6945.73 3994.41

Less : interest 3376.83 2590.14

Less : Depreciation 1383.27 1274.78

Profit before Tax 2185.63 129.49

Provision for Taxation including deferred Tax 605.18 71.88

Profit after Taxation 1580.45 57.61

Appropriations

General Reserve 240.00 --

Dividend 220.68 147.12

Dividend Tax 35.80 23.87

Review of Operations

The company has produced a quantity of 7,89,174 MT. of cement during the current financial year compared to the previous year production of 6,51,278 MT. of cement registering an increase of 21 %. The quantity sold during the year under review stands at 7,94,528 MT. compared to the quantity of 6,38,449 MT. during the previous financial year showing an increase of 24%.

The gross sales in terms of value during the year under review were at Rs.37645.47 Lakhs as against Rs.22379.87 Lakhs during the previous financial year translating into an increase of 68 %. Similarly the Profit Before Tax for the current financial year is Rs.21 85.42 Lakhs against Rs.1 29.49 Lakhs for the previous financial year. The profit after tax for the year under review stands at Rs.1 580.45 Lakhs compared to Rs.57.61 Lakhs during the previous financial year.

It can be observed that there is a significant improvement in the performance both in the physical terms and financial terms during the year under review compared to the previous year.

The higher production and sale as well as and the improved sale price have helped the company to post a better performance compared to the previous year. During the year 201 1-12 there was an increase in the cost of electricity and coal, which are major components of cost for a cement industry. The average increase in unit charges of power stands at about 1 1 % (current year average Rs.4.00 per unit and Rs.3.59 during the previous year) and the cost of coal per tone has gone up on an average by 28% (from average of Rs.3923.00 during 201 0-11 to Rs.5049.00 during the year 2011-12). But for the increase in these costs, the company's profitability would have been much better during the year 201 1-12. Inspite of the increase in these fuel costs, the company could get a better financial results with the help of higher production and sale quantities and better realizations in sale price.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. The year under review has seen a better price realization and it is hoped that the situation would continue.

The statistics available show that there is negative growth in AP for cement demand by about 2% during the year 2011-12 compared to the negative growth of 12 % in the year 2010-11 and positive growth of 3% during 2009-10. The company could over come the impact of this negative growth by expanding its marketing network to neighboring states by increasing the quantum of sale in these states.

Expansion Project

The company has embarked upon an expansion project, through its fully owned subsidiary M/s.Vennar Ceramics Limited to set up a 6500 Sq. metres per day of ceramic wall tiles project at its existing power plant site at Perikigudem. The estimated project cost for the same stands at Rs.55 crores. As the company has started to scout for a strategic partner with experience in marketing of ceramic products particularly wall tiles, it has been identified that M/s.Kajaria Ceramics Limited is interested in taking up marketing arrangement as well as to invest in the company as strategic partner. In view of the fact that they have an established brand with all India presence and in order that synergies' in operation and marketing can be achieved, it has been thought of that the company should go in to a strategic association with M/s.Kajaria Ceramics Limited. They have been invited to take up a stake of 51%. Accordingly the total project cost of 55 crores is being financed both by Anjani Portland Cement Limited and M/s.Kajaria Ceramics Limited with term loan assistance of Bank of Baroda. The tiles project is expected to become operational during the middle of June, 2012. The management is confident that with the assistance of M/s.Kajaria Ceramics Limited the ceramics wall tiles project would be an added advantage to the Anjani Portland Cement Limited.

Dividend

The Board of Directors of the company has recommended a dividend of Rs.1.20 per equity share of 0/- each for the year ended 31st March, 201 2.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs.337.97 Lakhs and matured and unclaimed deposits as on 31st March, 2012 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1 956 and in terms of Articles of Association of the Company Mr. P S Ranganath and Mr. P Ramachandra Raju retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors' Responsibility Statement

As required under Section 21 7(2AA) of the Companies Act, 1 956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the annual accounts on a going concern basis.

Subsidiary Companies

Ministry of Corporate Affairs (MCA) has issued a General Circular No.2/2011, D t.08.02.201 1, deciding to grant a general exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company.

Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited and Vennar Ceramics Limited (Subsidiary Companies) is enclosed as required under Section 21 2 of the Companies Act, 1 956.

The information of Subsidiary companies as required to be disclosed as Per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1 956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to lending banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company's performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Auditors

M/s. M Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy&Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the financial year 2011-12.

Particulars of Employees

The details of employees under the provisions of Section 21 7 (2A) of the Companies Act, 1 956 read with the companies (Particulars of employees Rules, 1 975 as amended) are furnished as annexure to the report.

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 21 7(1)(e) of the Companies Act, 1 956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from these bodies.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board of Directors

P V R L Narasimha Raju

Executive Director


Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March, 2011.

Financial Results

The Financial results for the year ended 31st March, 2011 are summarised below:

2010-2011 2009-2010

Rs. in Lakhs Rs. in Lakhs

Sales/Income 22893.70 15580.64

Profit before Interest, 3994.41 3012.52 Depreciation

Less : Interest 2590.14 533.75

Less : Depreciation 1274.78 399.46

Profit before Tax 129.49 2079.31

Provision for Taxation 71.88 910.38 including deferred tax

Profit after Taxation 57.61 1168.93

Appropriations

General Reserve - 30.00

Dividend 147.12 183.89

Dividend Tax 23.87 30.54

Review of Operations

The company has produced 6,51,278 MT. of cement during the current financial year compared to the previous year production of 4,97,723 MT. of cement registering an increase of 31 %. The cement sold during the year under review stands at 6,38,449 MT. compared to 4,94,362 MT. during the previous financial year showing an increase of 29%.

The gross sales in terms of value during the year under review were at Rs. 22379.87 Lakhs as against Rs. 15147.05 Lakhs during the previous financial year translating into an increase of 48 %. Similarly the Profit Before Tax for the current financial year amounts to Rs. 129.49 Lakhs against Rs. 2079.31 Lakhs during the previous financial year. The profit after tax for the year under review stands at 757.61 Lakhs compared to Rs. 1168.93 Lakhs during the previous financial year.

As can be observed, there is a significant improvement both in the physical terms and financial terms during the year under review compared to the previous year. The main reasons for the steep fall in profit before tax during the year 2010-11 are as follows:

a. The interest cost during the year has gone up to Rs. 2590.14 Lakhs compared to previous year amount of Rs. 533.75 Lakhs (an increase by Rs. 2056.39 Lakhs). This increase is basically on account of the interest on the project cost which is fully to be charged to Profit & Loss A/c during this year which was not there during the previous financial year.

b. The higher depreciation during the year of Rs. 1274.78 Lakhs compared to that of Rs. 399.46 lakhs during the previous financial year ( an increase of Rs. 875.32 Lakhs) which is also due to the same reason as that of interest.

The company could achieve higher production and a higher sales value/turnover inspite of the fact that there is a steep decline in the prices of cement during the financial year compared to the previous financial years. As you may be aware, the drop in price realization is more significant in the state of Andhra Pradesh compared to the other markets in the country.

The cement industry, with its fluctuating fortunes, is known for abnormal variations in the prices owing to several reasons including the changes in demand for the product, supply side changes, increase in installed capacities, changes in the Government spending pattern, emphasis on infrastructure projects, political Situation etc. As the members are aware, during the year under review, there were several disturbances in the state of Andhra Pradesh which have had an adverse impact on the price realization as well as on cement off take.

The statistics available show that there is negative growth in AP for cement demand by about 12% during the year 2010-11 compared to the positive growth of 2.8 % in the year 2009-10 and positive growth of 19% during 2008-09. This negative growth has shown an adverse impact on the bottom line of the company, though there is a significant improvement in the sales turnover.

Expansion Project

A mention has been made about expansion project taken up by the company in previous annual report. The company could achieve higher production during the year 2010-11 partly owing to the additional capacity created by the expansion project, however, owing to the reasons explained above the production has not yet reached the full capacity utilization due to the adverse market conditions and it is estimated that the year 2011- 12 will witness a significant increase in both the quantity terms and in value terms as well as the profitability.

Dividend

The Board of Directors of the company has recommended a dividend of Rs. 0.80 paisa per equity share of Rs. 10/- each for the year ended 31st March, 2011.

Fixed Deposits

The aggregate amount of deposits accepted by the Company stood at Rs. 250.51 Lakhs and matured and unclaimed deposits as on 31st March, 2011 were NIL.

Directors

In accordance with the provisions of the Companies Act, 1956 and in terms of Articles of Association of the Company Mr. RA Rama Raju and Mr. PV Subbarao retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors' Responsibility Statement

As reguired under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

ii. We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

iii. We have taken proper and sufficient care for the maintenance of adeguate 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; and

iv. We have prepared the annual accounts on a going concern basis.

Subsidiary Companies

The Ministry of Corporate Affairs (MCA), Government of India vide their letter No.47/49/2011-CL-III, dated 04.02.2011, granted exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company. Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written reguest by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours.

A statement of Anjani Portland Cement Limited (Holding Company) interest in Hitech Print Systems Limited and Vennar Ceramics Limited (Subsidiary Companies) is enclosed as reguired under Section 212 of the Companies Act, 1956.

The information of Subsidiary companies as required to be disclosed as per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to the requirements of Accounting Standard - 21 and Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors' Report does not contain any qualifications.

Corporate Governance

The Company places significant reliance on ethical and prudent governance. Transparency in operations by means of professional management with empowered managers is firmly believed as the heart of a healthy system of corporate governance. The various internal controls laid down for day-to-day operations provide the necessary checks and balances and these in turn go to make governance effective. The mechanism also results in prudent and diligent decision making at all levels ensuring the overall benefit of all shareholders. It also gives considerable comfort to banks, deposit holders, vendors, customers and others who interact with the company in their assessment of the company's performance.

A detailed report on matters relating to Corporate Governance as statutorily required under Clause 49 of the Listing Agreement with Stock Exchanges is annexed as part of this Annual Report together with the report of the Auditors on its compliance.

Auditors

M/s. M Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

The Board recommends the reappointment of M/s. M Anandam & Co., Secunderabad, as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

Cost Auditors

Pursuant to the directives from the Central Government and the provisions of Section 233 B of the Companies Act, 1956, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed as Cost Auditors of the Company for the year 2010-11.

Particulars of Employees

There are no employees in the organization coming under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of employees Rules, 1975 as amended).

Energy, Technology and Foreign Exchange

The particulars of conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 217(1){e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Safety and Pollution Control

The manufacturing units are fully compliant with pollution control measures as directed by the statutory authorities from time to time and have obtained necessary approvals from them.

Industrial Relations

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.

For and on behalf of the Board

K V Vishnu Raju

Chairman and Managing Director

Place : Hyderabad

Date : 04.08.2011






Mar 31, 2010

The Directors have pleasure in resenting the Twenty Sixth Annual Report together with the audited accounts and Cash Flow statement for the financial year ended 31st March 2010.

Financial Results:

The Financial results for the year ended 31st March, 2010 are summarised below:

2009-2010 2008-2009

Rs. in Lakhs Rs. in Lakhs

Sale and Income 15490.21 16622.46

Profit before

Interest, Depreciation 3012.51 3536.50

Less: Interest 533.75 629.14

Less : Depreciation 399.46 372.94

Profit before Tax 2079.30 2534.42

Provision for Taxation 302.04 832.88

Fringe Benefit Tax - 10.93

Deferred Tax 608.34 23.35

Profit after Taxation 1168.92 1667.26

Appropriations:

General Reserve 30.00 90.00

Dividend 183.90 275.84

Dividend Tax 30.54 46.88

Review of Operations:

The company has produced 4,97,723 MT of cement during the current financial year compared to the previous year production of 4,74,030 MT registering a growth of 5 %. The cement sold during the year under review stands at 4,94,362 MT compared to the quantity of 4,74,003 MT during the previous financial year showing an increase of 4.3%.

However, the gross sales in terms of value during the year under review were at Rs.15147.05 Lakhs as against Rs. 16599.51 Lakhs during the

previous financial year translating into a drop of 8.75 %. Similarly the Profit Before Tax for the current financial year amounts to 2079.30 Lakhs as against Rs. 2534.42 Lakhs during the previous financial year. The profit after tax for the year under review stands at Rs.1168.92 Lakhs compared to Rs.1667.26 Lakhs during the previous financial year.

Though the production quantities have shown improvement in physical terms, there was a drop in the value of sales during the year under review which is primarily due to sharp decline in the prices of cement during the second half of current financial year compared to the previous financial year. It is also pertinent to note here that the drop in prices has been more significant in the state of Andhra Pradesh compared to the other addressable markets of the company. As the members are aware, there is a significant improvement in terms of physical parameters such as the production quantity and consumption factors and the units profitability would have been much better had there been no pressure on the cement prices.

Expansion Project:

You are aware that the company has taken up expansion of the existing capacity by another 0.66 MT of cement in the existing plant situated at Chintalapalem Village. Your directors are privileged to report that the additional integrated plant has been fully set up and the kiln was lighted up on 24th March 2010 and thereafter the commercial production has been established from 27th March 2010. We are further happy to state that the plant has got stabilized much faster than the anticipated period by virtue of the experience of the project implementation team. As reported in our previous Annual Report, the project was expected to be completed in the 1st quarter of the financial year 2010-11, however, with dedicated efforts and by employing improved project management techniques, it has been made possible to complete the setting up of the expansion project ahead of the schedule by about 3 months. With the additional capacity coming into operation, the total expanded capacity stands at 1.16 Million Tonnes, due to which the full benefit of the expanded capacity of operations would be completely derived during the year 2010-11.

Dividend:

The Board of Directors of the company has recommended a dividend of Rs. 1.00 per equity share of Rs.10/- each for the year ended 31st March, 2010.

Fixed Deposits:

The aggregate amount of deposits accepted by the Company stood at Rs. 137.10 Lakhs and matured and unclaimed deposits as on 31st March, 2010 were NIL.

Directors:

In accordance with the provisions of the Companies Act, 1956 and in terms of Articles of Association of the Company Mr. P.S. Ranganath retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. P.V. Subba Rao and Mr. P.Ramachandra Raju, who were appointed as Additional Directors on 30.10.2009 & 12.8.2010 also retire at this Annual General Meeting. Pursuant to the provisions of Section 257 of the Companies Act, 1956, they are eligible for appointment.

The detailed profile of the above directors are given under the head "Corporate Governance".

Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual

accounts, the applicable accounting standards have been followed and that no material departures are made from the same.

(ii) We have selected such accounting

policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the period;

(iii) We have taken proper and sufficient care for the 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; and

(iv) We have prepared the annual accounts on a going concern basis.

Subsidiary Companies:

The Ministry of Corporate Affairs (MCA), Government of India vide their letter No.47/243/ 2010-CL-lll, dated 05.4.2010, granted exemption from attaching the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of Subsidiary Companies to the Balance sheet of the Company. Your Company will provide a copy of the Annual Accounts of the subsidiary companies and other related information upon written request by any member of your Company or its Subsidiary Companies. These documents will be available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. A statement of Anjani Portland Cement Limited (Holding Company) interest in Vennar Ceramics Limited and Hitech Print Systems Limited (Subsidiary Companies) is enclosed as required under Section 212 of the Companies Act, 1956.

The information of Subsidiary companies as required to be disclosed as per the directions given by MCA while granting exemption under section 212(8) of the Companies Act, 1956 is enclosed and forms part of the Annual Report.

Consolidated Financial Statements:

Yours Directors have pleasure in attaching the consolidated financial statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges. These statements were prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accounts of India in this regard.

The Auditors Report does not contain any qualifications.

Corporate Governance:

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

Auditors:

M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, the Statutory Auditors of the company, retires at the ensuring Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

Information on particulars of employees under Section 217 (2A) of the Act read with the companies (Particulars of employees) Rules, 1975 as amended forms part of this Report.

Energy, Technology and Foreign Exchange:

Additional information on conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto in Forms A, B & C which are part of this report.

Industrial Relations:

During the period, Industrial relations continued to be cordial. Your Directors take this opportunity to thank all the employees for their dedicated and sincere services towards a harmonious relationship and the progress of the company.

Acknowledgement:

Your Directors place on record their appreciation to the various statutory bodies and departments of the State and Central Governments and Bankers, Dealers, Stockists, Customers, Suppliers and Share holders of the Company for their valuable support to the Company.



For and on behalf

of the Board of Directors



Place: Hyderabad K.V. Vishnu Raju

Date : 12-08-2010 Chairman and Managing Director

 
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