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Directors Report of Deccan Cements Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors of your company are glad to present the 35th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2015.

Financial Results

The Financial Results for the year ended 31st March 2015 are summarized below:

(Rs. in Lakh) Particulars 2014-15 2013-14

Net Sales 43860.78 39136.88

Other Income 204.52 202.07

Total 44065.30 39338.92

Profit before Depreciation and Finance Charges 6745.77 5939.28

Less: Depreciation 1948.33 2440.09

Interest and Bank Charges 2663.19 2734.64

Profit before Tax and Prior period items 2134.25 764.55

Less: Provision for Taxation 426.97 152.94

Deferred Taxation (238.98) 136.47

Wealth Tax 15.49 15.23

MAT Credit entitlement (57.12) (42.44)

Net Profit after Tax 1987.89 502.35

Profit brought forward from previous year 16459.11 16067.65

Profit available for Appropriation 18447.00 16570.00

Appropriations

Depreciation adjustment pursuant to Schedule II to the Companies Act, 2013 252.26 -

Proposed Dividend 175.09 84.05

Dividend Distribution Tax 35.01 14.28

Transfer to Reserve 149.61 12.56

Balance Retained 17835.03 16459.11

Results of Operations

Net sales of the Company for the year under review stood at Rs. 43860.78 Lakh as compared to previous year sales of Rs. 39136.88 Lakh and the profit after tax of the Company for the current year was at Rs. 1987.89 Lakh as compared to the previous year profit of Rs. 502.35 Lakh. The performance of the Company for the financial year 2014-15 was satisfactory. Similar to previous year the Cement Industries in South India continued to operate under pressure because of lower capacity utilization and excessive supply.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs. 2.50/- per equity share i.e. 25% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2015 will be Rs. 175.09 Lakh and Rs. 35.01 Lakh towards dividend distribution tax. In the previous year ended 31st March 2014 dividend amount was Rs. 84.05 Lakh and dividend distribution tax was Rs. 14.28 Lakh. Your directors propose to transfer Rs. 149.61 Lakh to Reserves.

Capital Structure

During the Financial year under review, there was no change in the Share Capital of the Company.

Fixed Deposits

During the year under review, the Company has not accepted any deposits. The position as on 31st March 2014 was Rs. 940.25 Lakh. In compliance with the provisions of Section 74 of the Companies Act, 2013 the company has repaid all the deposits accepted till 31st March 2014 by 31st March 2015 and the balance stood at Nil.

Management Discussion and Analysis Report

A report on the Management Discussion and Analysis is appended to this Report.

Corporate Governance

The Company's Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Bhaskara Rao & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is appended to this Report.

Transfer to Investor Education and Protection Fund

During the year, the Company has transferred a sum of Rs. 3,52,933/-, the unclaimed/unpaid dividend amount pertaining to the financial year 2006-07, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of Section 124 of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2007-08 is due for transfer to the IEPF on 4th October 2015. The year- wise details of unclaimed dividend are uploaded to IEPF portal of Ministry of Corporate Affairs (MCA) and as well as available in the website of the Company at www.deccancements.com. Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Directors and Key Managerial Personal

Pursuant to Section 152 of the Companies Act, 2013 Mr. M B Raju, Executive Chairman (DIN: 00016652) is liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 and 152 of the Companies Act, 2013 and the Rules thereunder read with Schedule IV of the Act, Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh were appointed as independent directors at the annual general meeting of the Company held on 29th September 2014 for a period of 5 years. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. During the year, the Independent Directors of the company had no pecuniary relationship or transactions with the Company except sitting fee and commission paid to them. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as an independent director during the year.

During the year Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer (CFO) and Mr. S K Mishra, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Familiarization program for Independent Directors

In terms of Clause 49 of the Listing Agreement, the Company has adopted a familiarization programme for Independent Directors. Every independent director of the board shall be provided with the programme to familiarize himself with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme adopted by the Company are available on the Company's website at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013 M/s. M Bhaskara Rao & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company in the thirty fourth annual general meeting of the Company held on 29th September 2014 for a period of three years i.e. till the conclusion of the thirty seventh annual general meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. Their appointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting will be ratified at the ensuing annual general meeting.

The Company has received confirmation regarding their consent and eligibility that their appointment, if ratified, would be within the prescribed limits under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the financial year 2015- 16. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company engaged the services of Tumuluru & Co., Company Secretary in Practice, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2015. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2015 is annexed to this Report (Annexure II).

Board Meetings

During the year, four (4) meetings of the Board were held. The details of the meetings are furnished in the Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Companies Act, 2013, relating to Directors' Responsibility Statement, your Directors, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2015 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care 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;

d) the directors had prepared the annual accounts for the year ended 31st March 2015 on a going concern basis;

e) 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;

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

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters has been disclosed in the Corporate Governance Report, which forms part of this Report.

Particulars of loans, guarantees or investments under Section 186

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or arrangement with related parties referred under Section 188(1)

Transactions entered by the Company with its related parties during the year were on an arm's length basis. The Company had not entered into any arrangement / transaction with related parties which could be considered material in nature and accordingly the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, Suitable disclosures as required under AS-18 have been made in Note 29 to the Financial Statements.

In compliance of Clause 49 of the Listing Agreement the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website www.deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31st March 2015 are given in Annexure III.

Risk Management

The Company has framed a Risk Management Policy. The detail of policy is disclosed in the company's website www.deccancements.com. The Risk Management Policy of the Company envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company at www.deccancements.com.

A brief outline of the Corporate Social Responsibility policy of the Company and the Annual Report on CSR activities undertaken during the year 2014-15 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and the members of Management, evaluated the Board's performance. The Board as per the recommendations of the Nomination and Remuneration Committee has framed the performance evaluation criteria for the Board and its members. A questionnaire for the evaluation of the Board and its members prepared in accordance with the framework of the performance evaluation of the Board and its members, including composition and quality, roles and responsibilities, processes and functioning, adherence to the Code of Conduct and ethics and best practices in Corporate Governance was circulated to the directors.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V.

During the financial year under review, none of the Company's employees are in receipt of remuneration more than the limit prescribed under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

Prevention of Sexual Harassment Policy

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the 'The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder. During the financial year ended 31st March 2015, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For and on behalf of the Board

M B Raju Place : Hyderabad Executive Chairman Date : 11.08.2015 DIN: 00016652


Mar 31, 2014

Dear Shareholders,

The Directors of your company are glad to present the 34th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2014.

Financial Results

The Financial Results for the year ended 31st March 2014 are summarized below:

(Rs. in Lakh) Particulars 2013-14 2012-13

Net Sales 39082.48 49914.76

Other Income 256.47 297.57

Total 39338.95 50212.33

Profit before Depreciation and Finance Charges 5939.28 6791.98

Less: Depreciation 2440.09 2464.75

Interest and Bank Charges 2734.64 3068.52

Profit before Tax and Prior period items 764.55 1258.71

Less: Provision for Taxation 152.94 251.72

Deferred Taxation 136.47 241.29

Prior year Tax adjustments 0.00 19.15

Wealth Tax 15.23 15.23

MAT Credit entitlement (42.44) -

Net Profit after Tax 502.35 731.32

Profit brought forward from previous year 16067.65 15555.07

Profit available for Appropriation 16570.00 16286.39

Appropriations

Proposed Dividend 84.05 140.08

Dividend Tax 14.28 23.81

Transfer to Reserve 12.56 54.85

Balance Retained 16459.11 16067.65

Results of Operations

Net sales of the Company for the year under review stood at Rs. 39082.48 Lakh as compared to previous year sales of Rs. 49914.76 Lakh and the profit of the Company for the current year witnessed as Rs. 502.35 Lakh as compared to the previous year profit of Rs. 731.32 Lakh. The cement industry in South India continued to face depressed market conditions, lower capacity utilization and lower realizations due to excessive supply.

Dividend

In consonance with the company''s policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs. 1.20 per equity share i.e. 12% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2014 will be Rs. 84.05 Lakh and dividend distribution tax of Rs. 14.28 Lakh. In the previous year ended 31st March 2013 dividend amount was Rs. 140.08 Lakh and dividend distribution tax was Rs. 23.81 Lakh.

Your directors propose to transfer Rs. 12.56 Lakh to Reserves in compliance with the provisions of the Companies (Transfer of Profit to Reserves) Rules, 1975.

Capital Structure

During the Financial year under review, there was no change in the Share Capital of the Company.

Fixed Deposits

During the year under review, the company has launched a fixed deposit scheme and accepted deposits under the scheme. The aggregate amount of Deposits accepted by the Company as at 31st March 2014 stood at Rs. 940.25 Lakh. The position as on 31st March 2013 was nil.

Management Discussion and Analysis Report

A report on the Management Discussion and Analysis is annexed to and forms part of this Report.

Corporate Governance

The Company''s Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M Bhaskara Rao & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

Transfer to Investor Education and Protection Fund

During the year, the Company has transferred a sum of Rs. 1,97,935/- the unclaimed/unpaid dividend amount of the financial year 2005-06, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of Section 205C of the Companies Act, 1956. Further the unclaimed/unpaid amount relating to the Financial Year 2006-07 is due for transfer to the IEPF. The year-wise details of unclaimed dividend are uploaded to IEPF portal of Ministry of Corporate Affairs (MCA) and as well as available in the website of the Company at www.deccancements.com. Shareholders are advised to check their unpaid / unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, relating to Directors'' Responsibility Statement, your Directors, confirm that:

1. in preparation of the Annual Accounts for the year ended 31st March 2014, the applicable Accounting Standards have been followed and there are no material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care to the best of their knowledge 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;

4. the Directors have prepared the accounts for the year ended 31st March 2014 on a going concern basis.

Directors

Pursuant to Section 152 of the Companies Act, 2013 Mr. P Venugopal Raju, Director is liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 and 152 of the Companies Act, 2013 and the Rules thereunder read with Schedule IV of the Act, the independent directors (Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh) are proposed to be appointed for a period of 5 years from the date of ensuing annual general meeting. Accordingly, resolutions proposing their appointment form part of the notice of the ensuing annual general meeting.

Further in compliance with the provisions of Section 152 of the Companies Act, 2013 it is also proposed to make the office of Mr. M B Raju, Executive Chairman liable to retire by rotation. A resolution in this respect forms of the notice calling the ensuing annual general meeting.

Statutory Auditors

The Statutory Auditors of the Company M Bhaskara Rao & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 141 of the Companies Act, 2013.

M Bhaskara Rao & Co., Chartered Accounts are recommended for appointment as Statutory Auditors of the Company for a period of three (3) years starting from the Financial Year 2014-15 subject to ratification by members in the annual general meetings.

Cost Auditors

Aruna Prasad & Co., Cost Accountants, have been appointed by the Board of Directors as Cost Auditor of the Company for the financial year 2014-15 subject to ratification of the proposed remuneration, by the shareholders of the Company in the ensuing annual general meeting.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are annexed in Form A and Form B to this Report.

Particulars of Employees

Particulars required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are annexed and forms part of this Report.

Corporate Social Responsibility

Your Company not only focuses to be a pioneer in its business and in the industry but also understands its responsibility towards the environment and people in and around it. Few of the social responsibilities carried out by the company during the financial year were:

* Free education up to 10th standard to children from neighboring villages in DCL High School;

* Provision of free medical facilities and first-aid medicines to neighboring villagers;

* Free of cost supply of drinking water supply to nearby neighboring village on a regular basis and particularly in during summer months.

As per requirements of Section 135 of the Companies Act, 2013 and the rules thereunder a committee of Board of Directors named Corporate Social responsibility (CSR) Committee has been constituted. Other actions for implementation of CSR in the Company have been initiated, details of which will be forming part of board''s report starting from the Financial Year 2014-15.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For and on behalf of the Board

Place: Hyderabad M B Raju Date: 08.08.2014 Executive Chairman


Mar 31, 2013

Dear Shareholders,

The Directors of your company are glad to present the 33rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2013.

Financial Results

The Financial Results for the year ended 31st March 2013 are summarized below:

(Rs. in Lakhs)

Particulars 2012-13 2011-12

Net Sales 49914.76 50979.72

Other Income 297.57 348.01

Total 50212.33 51327.73

Profit before Depreciation and Interest 6791.98 11906.76

Less: Depreciation 2464.75 2468.63

Interest and Finance Charges 3068.52 4056.90

Profit before Tax and Prior period items 1258.71 5381.23

Less: Provision for Taxation 251.72 1076.56

Deferred Taxation 241.29 158.54

Prior year Taxation 19.15 36.39

Wealth Tax 15.23 15.47

MAT Credit entitlement - (682.00)

Net Profit after Tax 731.32 4776.27

Profit brought forward from previous year 15555.07 11500.63

Profit available for Appropriation 16286.39 16276.90

Appropriations

Proposed Dividend 140.08 210.11

Dividend Tax 23.81 34.09

Transfer to Reserve 54.85 477.63

Balance Retained 16067.65 15555.07

Results of Operations

Net sales of the Company for the year under review stood at Rs. 49914.76 Lakhs as compared to previous year sales of Rs. 50979.72 Lakhs. However, the profitability of the Company for the current year witnessed as Rs. 731.32 Lakhs as compared with the previous year profit of Rs. 4776.27 Lakhs.

Primarily due to depressed market conditions, increased input costs and lower realizations, operations of the Company were under pressure. In spite of these factors, the Company managed to generate positive results.

Dividend

In consonance with the company''s policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs. 2/- per equity share i.e. {@ 20% dividend on the Equity Share Capital of the Company} for the approval of the Members. The cash outflow for dividend, if declared as above, for the year ended 31st March 2013 will be Rs. 140.08 Lakhs and dividend distribution tax of Rs. 23.81 Lakhs. In the previous year ended 31st March 2012 dividend outflow was Rs. 210.11 Lakhs and dividend distribution tax was Rs. 34.09 Lakhs.

Transfer to Reserve

Your directors propose to transfer Rs. 54.85 Lakhs to Reserves in compliance with the provisions of the Companies (Transfer of Profit to Reserves) Rules, 1975.

Capital Structure

During the Financial year under review, there was no change in the Share Capital of the Company.

Fixed Deposits

The Company has repaid all the deposits and hence, as on 31st March 2013 the balance stood at Nil.

Management Discussion and Analysis Report

A report on the Management Discussion and Analysis is annexed to and forms part of this Report.

Corporate Governance

The Company''s Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M Bhaskara Rao & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

The Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

Transfer to Investor Education and Protection Fund

During the year, the Company has transferred a sum of Rs. 1,78,914/- relating to unpaid dividend for the financial year 2004-05, to the Investor Education and Protection Fund in compliance with Section 205C of the Companies Act, 1956.

Information of Year-wise Unpaid/Unclaimed Dividend

As per requirements of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, your Company has duly uploaded the year-wise details of unclaimed dividend on IEPF portal of Ministry of Corporate Affairs (MCA) and website of the Company. Shareholders are advised to visit the website of the Company viz. www.deccancements.com and check their unpaid / unclaimed dividend status and contact the Company for encashment of the same, if depicting unpaid.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, relating to Directors'' Responsibility Statement, your Directors, confirm that:

1. in preparation of the Annual Accounts for the year ended 31st March 2013, the applicable Accounting Standards have been followed and there are no material departure;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care to the best of their knowledge 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;

4. the Directors have prepared the accounts for the year ended 31st March 2013 on a going concern basis.

Directors

Pursuant to Section 255 & 256 of the Companies Act, 1956 Mr. P Venugopal Raju & Mr. J Narayanamurty, Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Statutory Auditors

The Statutory Auditors of the Company M Bhaskara Rao & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have sought re-appointment and have confirmed that their appointment, if made, shall be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Cost Auditor

Aruna Prasad & Co., Cost Accountant has been appointed, subject to the approval of the Central Government as Cost Auditor of the Company for the financial year 2013-14.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 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 are annexed in Form A and Form B to this Report.

Particulars of Employees

Particulars required pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are annexed and forms part of this Report.

Corporate Social Responsibility

Your Company not only focuses to be a pioneer in its business and in the industry but also understands its responsibility towards the environment and people in and around it. The goal of Corporate Social Responsibility is to embrace responsibility for the Company''s actions and encourage a positive impact through its activities on the environment, consumers, employees, communities, stakeholders and all other members of the public sphere who may also be considered as stakeholders. To name few of the social responsibilities carried out by the company:

- Free education up to 10th standard to children from neighboring villages in DCL High School;

- Provision of free medical facilities and first-aid medicines to neighbouring villagers;

- Free of cost drinking water supply to nearby Mahankaligudem village on a regular basis and to a few other neighbouring villages during summer months, including construction of a large overhead water tank at Janpahad Dargah.

Your company has also taken various measures to control pollution, preserve the environment and to improve the quality of surrounding areas. As the Plant is in a rocky area, special attention is required to plant and develop each sapling. Preferred plants are selected as per the advice received from Department of Social Forestry. Plants of various species are planted in and around the mining lease area. A well designed garden and lawn is maintained inside the plant. Separate green belt development programme is implemented adjacent to the residential colony wherein species like Mango, Neem, Oak, Teak and other varieties of trees are planted.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

For and on behalf of the Board

Place : Hyderabad M B Raju

Date : 21.05.2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirty Second Annual Report together with the Audited Accounts and Cash Flow Statement for the year ended 31st March, 2012.

Financial Results:

The Financial Results for the year ended 31st March, 2012 are summarized below:

April, 2011 April, 2010

Particulars March 2012 March, 2011

(Rs.in Lacs) (Rs.in Lacs)

Sale Income 50979.72 33,845.03

Other Income 348.01 474.03

Total 51327.73 34,319.06

Profit before

Depreciation and Interest 11906.76 6,904.70

Less : Depreciation 2468.63 2,405.71

Interest and

Finance Charges 4056.90 3,955.97

Profit before Tax and

prior period items 5381.23 543.02

Less: Provision for

Taxation 1076.56 108.10

Deferred Taxation 158.54 233.24

Prior Year Taxation 36.39 0.00

Wealth Tax 15.47 2.37

MAT Credit

entitlement (682.00) 0

Net Profit after Tax 4776.27 199.31

Profit brought forward

from previous year 11500.63 11,409.00

Profit available for

appropriation 16276.90 11,608.31

Appropriations

Proposed Dividend 210.11 84.05

Dividend Tax 34.09 13.63

General Reserve 477.63 10.00

Balance retained 15555.07 11,500.63

Results of Operations:

During the period under review the Company's sales stood at Rs 50979.72 Lacs compared to previous year of Rs 33,845.03 Lacs . The net profit is Rs 4776.27 Lacs for the current period as against Rs 199.30 Lacs of previous year.

The operations of the Company continued to be under tremendous pressure during this year because of depressed market conditions. Steep increase in input costs had an adverse effect on the manufacturing cost.

Out Look for Cement:

Cement demand across the country continues to be depressed during the fiscal due to poor demand from infrastructure and real estate sectors. High borrowing cost and slowdown in the economy has further subdued the demand for cement. Scarcity of sand, an important material in building construction has very adversely impacted the demand for cement. The Indian Cement Industry has witnessed massive capacity additions of over 120 MT during the past four years which has resulted in significant pressure on price realization and also on capacity utilization.

Appropriations:

Dividend:

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your Directors recommend a dividend of Rs 3/- per equity share (30%) for the year ended 31st March, 2012 which would entail a cash outflow of Rs 210.11 Lacs and Dividend distribution tax amounting to Rs 34.09 Lacs.

Transfer to Reserves:

Your Directors propose to transfer Rs 477.63 Lacs in compliance with the provisions of The Companies (Transfer of Profits to Reserves) Rules, 1975.

Capital Structure:

There is no change in the Share capital of the Company during the Financial Year under review.

Fixed Deposits:

The aggregate amount of Deposits accepted by the Company as at 31st March, 2012 stood at Rs 168.24 Lacs. There are no matured and unclaimed Deposits as on 31st March, 2012.

Industrial Relations:

The Company maintained harmonious relation with its employees during the period under review. Your Directors wish to place on record their appreciation for the dedicated services of its employees.

Corporate Governance:

A detailed report on Corporate Governance is annexed hereto which forms part of the report.

Transfer to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend amount aggregating to Rs 2,08,521/- with the Company for a period of seven years pertaining to the year ended 31st March 2004, was transferred during the financial year to the Investor Education and Protection Fund, established by the Central Government.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, it is confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Directors:

Pursuant to the provision of Section 255 of the Companies Act, 1956, Mr.Umesh Shrivastava and Mr. K P Singh retire by rotation and are eligible for reappointment. During the year the Board of the Company had co-opted Dr.S A Dave who has rich industrial experience, as an Additional Director of the Company. The Company has since received a notice from a Member, proposing the name of Dr.S A Dave for appointment as a Director in the ensuing Annual General Meeting. Mr.R S Agarwal ceased to be a director. The Board places on record its appreciation of the services rendered by him during his tenure.

Statutory Auditors:

M/s. M Bhaskara Rao & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and are eligible for reappointment. The Audit Committee, in its meeting held on 15th May, 2012 has recommended the re-appointment of M/s. M Bhaskara Rao & Company.

Particulars of Research and Development, Conservation of Energy, Technology Absorption, etc:

Particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are given in the annexure to the 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 which forms part of this report.

Particulars of Employees:

Particulars required pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, are annexed and forms part of this report.

Acknowledgement:

The Board expresses its thanks to the Government of Andhra Pradesh, Government of India, Banks, Employees, Customers and Dealers for their continued support to the Company.

for and on behalf of the Board

Place : Hyderabad M B RAJU

Date : 15.05.2012 Executive Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Thirty-First Annual Report together with the Audited Accounts and Cash Flow Statement for the year ended 31st March, 2011.

Financial Results :

The Financial Results for the year ended 31st March, 2011 are summarized below:

April, 2010 April, 2009 March, 2011 March, 2010

Rs. in Lacs Rs. in Lacs

Sale Income 33845.03 29621.04

Other Income 474.03 276.57

Total 34319.06 29897.61

Profit before Depreciation and Interest 6904.70 7673.39

Less : Depreciation 2405.71 2380.95

Interest & Finance Charges 3955.98 3403.37

Profit before Tax and after prior period items 543.01 1889.07

Less : Provision for Taxation 108.10 320.97

Deferred Taxation 233.24 1052.00

Prior Year Taxation 0.00 79.70

Wealth Tax 2.37 2.40

Net Profit after Tax 199.30 434.00

Profit brought forward from previous year 11409.00 11263.41

Profit available for appropriation 11608.30 11697.41

Appropriations Proposed Dividend 84.05 210.11

Dividend Tax 13.63 34.90

General Reserve 10.00 43.40

Balance retained 11500.62 11409.00

Results of Operations:

During the period under review the Companys sales stood at Rs. 33845.03 Lacs compared to previous year of Rs. 29621.04 Lacs. The net profit is Rs. 199.30 Lacs for the current period as against Rs. 434.00 Lacs of previous year. The operations of the Company were under pressure because of the selling prices and increase in input costs. In spite of these factors the Company managed to generate positive results but lower than the previous years.

Out Look for the Cement:

Massive capacity additions have been done during recent past years by several players. This has resulted in putting pressure on selling prices and margins.

The infrastructure sector is yet to receive serious attention from the Government. The housing sector is expected to revive in near future. These two factors are expected to make cement industry more comfortable and with expected increase in demand, the gap between supply and demand is expected to come down. However it may take a couple of years to achieve a balance between demand and supply.

The Management is focusing its attention to reduce and control costs.

Appropriations:

Dividend:

In continuing with the Companys policy of sharing the good results with the shareholders for a good return on their investments on a consistent basis, your Directors recommend a dividend of Rs. 1.20 per equity share (12%) for the year ended 31st March, 2011 which would entail a cash outflow of Rs. 84.05 Lacs and Dividend distribution tax amounting to Rs. 13.63 Lacs.

Transfer to Reserves:

Your Directors propose to transfer Rs. 10.00 Lacs in compliance with the provisions of The Companies (Transfer of Profits to Reserves) Rules, 1975.

Capital Structure :

There is no change in the share capital of the Company during the financial year under review.

Fixed Deposits:

The aggregate amount of Deposits accepted by the Company as at 31st March, 2011 stood at Rs. 586.64 Lacs. There are no matured and unclaimed Deposits as on 31st March, 2011.

Industrial Relations:

The Company maintained harmonious relations with its employees during the period under review. Your Directors wish to place on record their appreciation for the dedicated services of its employees.

Corporate Governance:

A detailed report on Corporate Governance is annexed hereto which forms part of the report.

Transfer to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend amount aggregating to Rs. 153456/- with the Company for a period of seven years pertaining to the year ended 31st March 2003, was transferred during the financial year to the Investor Education and Protection Fund, established by the Central Government.

Directors Responsibility Statement :

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, it is confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

Directors :

Pursuant to the provision of Section 255 of the Companies Act, 1956, Mr.J.Narayanamurthy and Mr. R.S.Agarwal retire by rotation and are eligible for reappointment. However Mr.R.S.Agarwal is not seeking reappointment.

Statutory Auditors:

M/s M Bhaskara Rao & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and are eligible for reappointment. The Audit Committee, in its meeting held on 30th May, 2011 has recommended the re-appointment of M/s M Bhaskara Rao & Company.

Particulars of Research and Development, Conservation of Energy, Technology Absorption, etc.

Particulars as required under section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are given in the annexure to the 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 which forms part of this report.

Particulars of Employees:

Particulars required pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, is not applicable.

Acknowledgement :

The Board expresses its grateful thanks to the Government of Andhra Pradesh, Banks, Customers and Dealers for their continued support to the Company.

for and on behalf of the Board

Hyderabad M.B.Raju

Date: 30.05.2011 Executive Chairman






Mar 31, 2010

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts and Cash Flow Statement for the year ended 31st March, 2010.

Financial Results :

The Financial Results for the year ended 31st March, 2010 are summarized below:

April, 2009 April, 2008 March, 2010 March, 2009

Rs.in Lacs Rs.in Lacs

Sale Income 29,621.04 18546.68

Other Income 276.57 147.52

Total 29,897.61 18694.20

Profit before

Depreciation and Interest 7,673.39 6686.69

Less : Depreciation 2,380.95 701.14 Interest &

Finance Charges 3,403.37 457.53

Profit before Tax and

prior period items 1,889.07 5,528.02

Less : Provision for

Taxation 320.97 626.27

Deferred Taxation 1,052.00 1,447.48

Fringe Benefit Tax - 12.01

Prior Year Taxation 79.70 19.01

Wealth Tax 2.40 0.27

Net Profit after Tax 434.00 3,422.98

Profit brought forward

from previous year 11,263.41 8,428.55

Profit available for

appropriation 11697.41 11,851.53

Appropriations

Proposed Dividend 210.11 210.11

Dividend Tax 34.90 35.71

General Reserve 43.40 342.30

Balance retained 11409.00 11,263.41

Results of Operations :

The performance of your Company for the year under review was satisfactory in spite of steep fall in cement

prices for over six months. Sales turnover was at Rs. 296.21 crore compared to Rs. 185.47 crore in the previous year mainly due to increase in capacity during the financial year. Net profit before tax for the year was lower at Rs. 18.89 crore (Rs. 55.28 crore) due to sluggish market demand coupled with excess supply of cement in the market which resulted in steep fall in selling prices. Your companys production and dispatches were also affected by the drop in government orders, flash floods, problems in logistics and civil unrest in the region that crippled the transportation industry which is vital for industrys incoming raw materials and outgoing finished products.

Appropriations :

Dividend :

In consonance with the Companys policy of rewarding the shareholders with a good return on their investments on a consistent basis, your Directors recommend a dividend of Rs. 3 per equity share (30%) for the year ended 31st March, 2010 which would entail a cash outflow of Rs. 210.11 Lacs and Dividend Distribution tax amounting to Rs. 34.90 Lacs.

Transfer to Reserves :

Your Directors propose to transfer Rs. 43.40 Lacs in compliance with the provisions of The Companies (Transfer of Profits to Reserves) Rules, 1975.

Capital Structure :

During the financial year under review, the share capital of your Company remained unaltered.

Fixed Deposits :

The aggregate amount of Deposits accepted by the Company as at 31st March, 2010 stood at Rs.637.66 Lacs. There are no matured and unclaimed Deposits as on 31st March, 2010.

Insurance :

All the assets of the Company are adequately covered by insurance.

Industrial Relations :

During the period under review, industrial relations continued to be cordial. Your Directors wish to place on record their appreciation for the dedicated services of its employees.

Corporate Governance :

A detailed report on Corporate Governance is annexed hereto which forms part of the report.

Transfer to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, the unclaimed dividend amount aggregating to Rs.1,44,741/- lying with the Company for a period of seven years pertaining to the year ended 31st March 2002, was transferred during the financial year to the Investor Education and Protection Fund, established by the Central Government.

Directors Responsibility Statement :

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, it is confirmed that :

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Directors :

Mr. D R K Rao, Director, expressed his intention to retire from the Board for personal reasons which was accepted by the Board with regret, at its meeting held on 28th May 2010. The Board records the rich contributions made by Mr. D R K Rao during his long tenure on the board.

The Board appointed Mr. K P Singh as an Additional Director at its meeting held on 28th May 2010. In terms of Section 260 of the Companies Act, 1956, Mr. K P Singh will hold office up to the date of the ensuing Annual General Meeting. The Company has

received a notice from a member, signifying his intention to propose the appointment of Mr. K P Singh as a Director.

Pursuant to the provision of Section 255 of the Companies Act, 1956, Mr. Umesh Shrivastava and Mr. P Venugopal Raju, Directors retire by rotation and are eligible for reappointment.

Statutory Auditors :

M/s. M Bhaskara Rao & Company, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the Annual General Meeting and are eligible for reappointment. The Audit Committee, in its meeting held on 28th May, 2010 has recommended the re-appointment of M/s. M Bhaskara Rao & Company.

Particulars of Research and Development, Conservation of Energy, Technology Absorption, etc.

Particulars as required under section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are given in the annexure to the 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 which forms part of this report.

Particulars of Employees :

Particulars required pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, are annexed and forms part of this report.

Acknowledgement :

The Board expresses its grateful thanks to the Government of Andhra Pradesh, Banks, Customers and Dealers for their continued support to the Company.

for and on behalf of the Board

M.B. Raju

Executive Chairman

Hyderabad

Date: 28th May, 2010

 
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