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Directors Report of Kakatiya Cement Sugar & Industries Ltd.

Mar 31, 2019

To

The Members

The Directors have pleasure in presenting the 40th Annual Report together with the Audited Financial statements for the year ended 31st March 2019.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2019 are summarized below:

(Rs. in lakhs)

Particulars

2018-19

2017-18

Income (Sales and other Income)

12344.71

17280.10

Profit before Depreciation, Interest & Taxes

1438.11

1950.60

Depreciation

242.26

218.11

Interest

565.08

250.44

doubtful debts

260.57

0.00

Taxation

97.33

534.68

Deferred Taxation

(242.87)

(100.61)

TOTAL

922.37

902.62

Profit after Tax

515.74

1047.98

Other Comprehensive Income

(92.38)

44.94

Total Comprehensive Income

423.36

1092.92

Share Capital (No. of shares)

7773858

7773858

EPS (Rs.)

6.63

13.48

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs.3.00 per equity share for the year ended 31.03.2019 which aggregates to Rs.233.22 lacs excluding dividend distribution Tax. Your directors feel that it shall be appropriate to recommend dividend at Rs.3.00 per equity share at par with the dividend declared in the past two years despite the fact that the financial performance of the company suffered a setback due to sub-dued overall performance in the year under review on account of multifarious factors.

TRANSFER OF PROFITS TO RESERVES.

The company has decided not to transfer any sum to reserves from out of the current year’s profits. In the preceding year as well, no sum was transferred to reserves from out of the profits of the preceding year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 124 and 125 of the Companies Act, 2013 and in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares on which dividend has not been claimed for seven consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) Authority.

Accordingly, the company has transferred 28,411 equity shares to the Investor Education and Protection Fund (IEPF) Authority during the year ended 31st March, 2019. To claim the equity shares and dividend which were transferred to the IEPF, the shareholders are requested to visit the website of the company www.kakatiyacements.com to know the procedure to claim the shares and dividend transferred to IEPF.

According to Section 205C of the Companies Act, 2013 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the company has transferred unclaimed dividend amounting to Rs.81,054 to the Investor Education and Protection Fund established by the Central government during the year under review. The said transfer is in respect of the unclaimed dividends for the financial year 2010-2011.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134 (3) (l), of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review and there were no outstanding deposits as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /

TRIBUNALS

There are no significant and material orders passed by the Regulators or courts or tribunals in the year under review impacting the going concern status and company’s operations in future.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

The members at the Annual General Meeting of the company held on 14th July, 2014 approved the appointment of Shri K Venkat Rao (DIN 06566627), Shri B V Subbaiah (DIN 01147062) and Shri T R C Bose (DIN 00160630) as Independent Directors of the company for a period of five years with effect from 14th July, 2014 (first term). The directors will complete their present term on 13th July, 2019.

In terms of SEBI (LODR) Amendment Regulations dated 9th May, 2018, effective from 1st April, 2019, consent of the members by way of special Resolution is required to be obtained for continuation of a non-executive director beyond the age of 75 years.

The Company, therefore, proposes to re-appoint Shri B V Subbaiah and Shri T R C Bose as Non-Executive Independent Directors for a second term for a period of five years effective from 1st April, 2019 till 31st March, 2024 to provide continuity in office and also in compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Shri B V Subbaiah and Shri T R C Bose have crossed the age of 75 years.

The company also proposes to re-appoint Shri K Venkat Rao (DIN 06566627) as Non-Executive Independent Director for a second term for a period of five years effective from 14th July, 2019 till 13th July, 2024.

The company opines that all the three independent directors have contributed significantly to the growth and development of the company and therefore the company thought it appropriate and prudent to re-appoint the independent directors for a further period of five years to continue to have the advice and counsel. The details regarding the proposal has been set out in the notice in Item No. 5, 6 and 7. The Members are requested to accord their approval and pass the special Resolutions in this regard.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Smt. M Varalakshmi, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The brief profile of Smt. M Varalakshmi, director who is seeking re-appointment at the ensuing Annual General Meeting is presented elsewhere in this Annual Report.

DEMATERIALISATION

As on 31st March, 2019, 74,14,768 shares were dematerialised with National Securities Depository Limited and Central Depository Services Limited which constitutes 94.64% of the shares of the company. Members may please note that it is a mandatory requirement that the company shall endeavour to ensure that at least 50% of the shareholding of the public shareholders is in the dematerialised mode.

The company, therefore once again requests such of the public shareholders who have not yet dematerialised their shares to initiate immediate steps to complete the process of dematerialisation.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division has produced 200779 MT as against 1,64,207 MT in the year ago period thereby registering an increase of 22.27%.

Members are aware that the cement plant was shutdown during 2017-2018 and that the company thereafter complied with the conditions stipulated by Central pollution Board (CPCB) and secured revocation order from CPCB in April, 2018. The power connection was restored and thereupon, the operations were restarted.

The Cement Division has clocked a turnover of Rs.65.28 crores as against the turnover of Rs.62.54 crores recorded in the previous year and this works out to a rise of 4.38%.

The Cement Division has earned Profit Before Tax (PBT) of Rs.7.07 crores in the year under review as against Rs.4.81 crores earned in the previous year. This works out to an increase of 46.98% over the previous year.

Sugar Division:

The Sugar cane crushed in the sugar division in the year under review is 1,66,932 MT as against 1,49,121 MT in the previous year there by recording an increase of 11.94%. The company could not procure the mandals and villages of its choice even in the year under review and the cane development has, therefore, not witnessed significant improvement. The inadequate availability of water sources has also impacted the cane production and by extension even the production of sugar to a significant level. The recent Government Regulation restricting the sale of the sugar has also impacted the quantum of sales during the year under review.

Due to the cumulative factors cited above, the sugar division has clocked a turnover of Rs.39.40 cores in 2018-2019 in comparison with Rs.89.33 crores in the preceding year and thereby registering a decline of 55.89% over the year ago period. The sugar division recorded profit before tax (PBT) of ‘ (12.54) crores in the year under review as against profit before tax (PBT) of Rs.5.32 crores in the preceding year.

Power Division:

The Power Division has generated 2,61,17,257 KWH in 2018-2019 as against 2,44,04,891 KWH of power in the preceding year thereby recording an increase of 7.02%. Members are aware that the company has not been able to generate power during off-season period in the power division since the Government of Telangana has not been conceding to the request of the power entities to generate power using coal as an alternative fuel to the bagasse.

The power division has clocked a turnover of Rs.20.59 crores in the year under review as against the turnover Rs.13.81 crores made in the year-ago period and this works out to a an increase of 49.13% over the previous year.

The power Division could earn a Profit before tax (PBT) of Rs.9.17 crores as against Rs.4.69 crores in the previous year thus recording an increase of 95.52% in the year under review.

CURRENT YEAR OUTLOOK:

Cement Division:

Taking into account the market conditions and other factors, the company has set a target of its cement production at 2,75,000 MT for the current year.

Sugar Division:

The sugar division is impacted by various issues during the year under review. The scarcity of water sources, loss of productive areas in the zonal allocation made by the government in 2017 and poor cane development are some of the critical factors, and in view of these factors, your company has set a target of 80,000 MT of cane crushing in the current year.

Power Division:

The performance of power division is directly linked to the operational level of the sugar division. A favorable government policy with regard to utilization of coal as an alternative fuel to bagasse during off- season of the power division is yet to crystallize since the government has not been permitting the power generating companies to utilize the coal as an alternative fuel to bagasse for the past three years. In view of this, the performance of the power division will continue to be low and added to this factor, any serious impediments to the sugar division will further impact the performance of the power division.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

Disclosures under the Companies Act, 2013

I) EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return as per provisions of section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in form MGT-9 is posted on the website at www.kakatiyacements.com.

II) BOARD MEETINGS:

During the year under review, 4 (Four) Board Meetings were held. The details of the Board Meetings and the attendance of the Directors are furnished elsewhere in the Corporate Governance Report.

III) CHANGES IN SHARE CAPITAL

There is no change in the Share Capital during the year under review.

IV) AUDIT COMMITTEE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of the Listing Regulations and, inter alia includes:

a. To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the financial reports of the company and internal control systems. Examination of scope of audit and observations of the Auditors / Internal Auditors and overseeing that the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.;

b. To call for the comments of the auditors about internal control systems, scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and also to discuss any related issues with the internal and statutory auditors and the management of the company;

c. To evaluate internal financial controls and risk management systems;

d. To, inter-alia, review Management Discussion and Analysis of financial conditions, results of operations and Statement of Significant Related Party transactions submitted by the management before submission to the Board;

e. To investigate into any matter in relation to the items referred to it by the Board and for this purpose obtain professional advice from external sources if required;

f. To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;

g. To approve Related Party Transactions.

h. Reviewing the functioning of the Whistle Blower mechanism;

i. Recommending the appointment, re-appointment, and if required, the replacement or removal of the statutory auditors and fixation of audit fee and approval for payment for any other services.

More details of the Audit Committee are furnished in the Corporate Governance Report.

V) REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior Management personnel. The Policy is approved by the Nomination and Remuneration Committee and the Board.

More details on the same are given elsewhere in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

Scope

The main scope of the Nomination and Remuneration Committee is to determine and recommend to the Board the persons to be appointed / re-appointed as Executive Directors / Non-Executive Directors.

The committee also determines and recommends to the Board the financial component. The compensation of the Executive Directors comprises of fixed components and may include also commission based on the profits earned by the company.

The compensation is determined based on the levels of responsibility and the parameters prevailing in the industry. The Executive Directors are not paid any sitting fee for Board / Committee meetings attended by them. The Non-Executive Directors are paid sitting fee for Board / Committee Meetings attended by them and no other payment is made to them.

The Nomination and Remuneration Committee examines and devises a policy on Board diversity and to formulate criteria for determining qualifications, experience, positive attributes and independence. It also recommends to the Board the factors to be reckoned with in determining the remuneration payable to the Directors.

More details of the Nomination and Remuneration Committee are furnished elsewhere in the Corporate Governance Report.

VI) RELATED PARTY TRANSACTIONS

Particulars of contracts / arrangements entered into by the company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 have been provided in Form No.AOC-2 pursuant to clause (b) of sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same are annexed to this Report.(Annexure-1)

VII) STATEMENT OF PARTIULARS OF APPOINTMENT AND REMUNERATION OF THE MANAGERIAL PERSONNEL:

The statement of particulars of Appointment and Remuneration of Managerial Personnel as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.(Annexure-2)

VIII) STATEMENT OF DECLARATION FURNISHED BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

IX) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report.

COMMITTEE MEETINGS:

The Composition and other details of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are furnished in the Corporate Governance Report. The other details in respect of Audit Committee and Corporate Social Responsibility Committee are also furnished in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to the Director’s Responsibility statement, the Board of Directors of the Company hereby confirm:

a. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom.

b. That 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, 2019 and of Profit of the Company for that period.

c. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2019 on a going concern basis.

e. That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EVALUATION OF THE BOARD’S PERFORMANCE:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

More details on the same are furnished elsewhere in the Corporate Governance Report.

AUDITORS:

M/s. Ramanatham & Rao, Chartered Accountants, (Regn. No.S-2934) Secunderabad have been appointed as Statutory Auditors of the company at the 38th Annual General Meeting held on September 25, 2017 in accordance with the provisions of Section 139 and Section 142(1) of the Companies Act, 2013 read with the companies (Audit and Auditors) Rules, 2014 and other applicable rules, if any (including any statutory modifications or re-enactment thereof for the time being in force). The appointment as Statutory Auditors was for a period of five years from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting to be held in the year 2022. Consequently M/s. Ramanatham & Rao, Chartered Accountants (Regn. No.S-2934) continues to be the Statutory Auditors of the company till the conclusion of 43rd Annual General Meeting as approved by the shareholders at the 38th Annual General Meeting held on September 25, 2017.

As per section 148 of the companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, Cost records are required to be audited. Based on the recommendation of Audit Committee, your Board has appointed M/s. Narasimha Murthy, Cost Accountants, Hyderabad as Cost Auditors for the current year and necessary Resolution for ratification of their remuneration is being placed before the shareholders for their approval in terms of Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014. The Board has appointed Smt. Manjula Aleti, Company Secretary in whole-time Practice to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 for the financial year 2018-2019.

The Secretarial Audit Report issued by Smt. Manjula Aleti practicing Company Secretary in Form-MR 3 is annexed to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.(Annexure -3)

The certificate issued by Smt. Manjula Aleti practicing Company Secretary under schedule V (C)(10)(i) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 stating that none of the directors of the company have been debarred or disqualified from being appointed are continuing as directors of the company pursuant to the directives of SEBi/ Ministry of Corporate Affairs or such statutory authority as on 31st March, 2019 is annexed to this Report. (Annexure -4)

SEBI has made it mandatory on the part of the Listed Companies to secure an Annual Secretarial Compliance Report from a practicing Company Secretary on compliance of all applicable SEBI Regulations and Circulars / guidelines issued there under.

The Company has obtained the Annual Secretarial Compliance Report from Smt. Manjula Aleti practicing Company Secretary for the year ending 31st March, 2019 and the same is annexed to this Report. (Annexure-5)

VIGIL MECHANISM AND WHISTLE BLOWING POLICY:

The Company has modified its Vigil Mechanism and Whistle Blower Policy in 2019 where in the duties and obligations of the directors and designated persons have also been prescribed in respect of insider trading of the securities of the company as any acts in violation of the law and the codes prescribed by the company are viewed as offences for which the company is empowered to levy penalties on the offenders. The rest of the code is not disturbed. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and also envisages direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The whistle blower policy aims at conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The policy on vigil mechanism and whistle blower policy may be accessed on the company’s website:www.kakatiyacements.com.

RISK MANAGEMENT COMMITTEE:

The objective behind constitution of the Risk Management Committee is to identify risk, develop appropriate risk mitigation strategies and to monitor activities of the organization and also to highlight the systematic study safeguards against threats, loss and damages of brand, reputation and assets of the company. Improvement of level of awareness and appreciating and managing material business risks are also the objectives of the Risk Management Committee.

The Committee, besides identifying the risk factors, is also expected to manage and monitor risk and ensure that proper internal systems and processes are in place.

More details of the committee are furnished in the Corporate Governance Report.

ENVIRONMENTAL PROTECTION:

The Company has been making endeavors to protect the environment from the evil effects of pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis so as to develop green belt around the plant to improve the environment.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere thanks to the Banks, the Transco Authorities of Telangana and Andhra Pradesh States and to various departments of the Central Government and the State Governments of Telangana and Andhra Pradesh for their support to the Industry.

The Directors thank the entire net work of dealers who have enabled the Company to achieve the volumes and kept up the rapport and friendly association with the company.

The Directors record their appreciation for committed support to the Company by all the employees at all levels throughout the year under reference.

The Directors record their gratitude to all the Shareholders who have been reposing confidence in the Company and its Management.

By Order of the Board

for Kakatiya Cement Sugar and Industries Limited

P. Veeraiah

Place : Hyderabad Chairman and Managing Director

Date : 11th May, 2019 DIN : 00276769


Mar 31, 2018

To

The Members

The Directors have pleasure in presenting the 39th Annual Report together with the Audited Financial statements for the year ended 31st March 2018.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2018 are summarized below:

(Rs. in lakhs)

Particulars

2017-18

2016-17

Income (Sales and other Income)

17280.10

25078.90

Profit before Depreciation, Interest & Taxes

1950.59

5128.80

Depreciation

218.12

236.12

Interest

250.44

171.15

doubtful debts

0.00

196.07

Taxation

534.68

2128.69

Deferred Taxation

(100.61)

(486.43)

TOTAL

902.63

2245.60

Profit after Tax

1047.96

2883.20

Other Comprehensive Income

44.94

7.18

Total Comprehensive Income

1092.90

2890.38

Share Capital (No. of shares)

7773858

7773858

EPS (Rs.)

13.48

37.09

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 3.00 per equity share for the year ended 31.03.2018 which aggregates to Rs. 233.22 lacs excluding dividend distribution Tax. Your directors felt that it shall be appropriate to recommend dividend at Rs. 3.00 per equity share at par with the dividend declared for the last year despite the fact that the financial performance of the company suffered a setback due to closure of cement plant for almost six months during the year under review.

TRANSFER OF PROFITS TO RESERVES.

The company has decided not to transfer any sum to reserves from out of the current year’s profits. However a sum of Rs. 287.19 lacs was transferred to reserves from out of its profits in the preceding year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

According to Section 205C of the Companies Act, 2013 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the company has transferred unclaimed dividend amounting to Rs. 93,150 to the Investor Education and Protection Fund established by the Central government during the year under review. The said transfer is in respect of the unclaimed dividends for the financial year 2009-2010.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134 (3) (l), of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report except the revocation of closure directions issued by the pollution control authorities. The company has recommenced operations at its cement plant located at Dondapadu Village, Chintalapalem Mandal, Suryapet District, Telangana state on 19th April, 2018.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review and there were no outstanding deposits as at the end of the year.

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

There are no significant and material orders passed by the Regulators or courts or tribunals in the year under review impacting the going concern status or company’s operations in future.

RESIGNATION OF DIRECTOR

Shri C Madhusudana Rao, an Independent Director of the company has resigned from the directorship with effect from 24th July, 2017. The Board places on record its appreciation for the services rendered by Shri C Madhusudana Rao during his tenure.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Shri J S Rao, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile of Shri J S Rao, director who is seeking re-appointment at the ensuing Annual General Meeting is presented elsewhere in this Annual Report.

DEMATERIALISATION

As on 31st March, 2018, 73,56,514 shares were dematerialised with National Securities Depository Limited and Central Depository Services Limited which constitutes 94.64% of the shares of the company. Members may please note that it is a mandatory requirement that the company shall endeavour to ensure that at least 50% of the shareholding of the public shareholders is in the dematerialised mode.

The company, therefore, once again requests such of the public shareholders who have not yet dematerialised their shares to initiate immediate steps to complete the process of dematerialisation. PERFORMANCE OF THE YEAR UNDER REVIEW Cement Division:

During the year under review, the Cement Division has produced 1,64,207 MT as against 2,81,852 MT in the year ago period thereby registering a steep fall of 41.74% consequent to the closure of operations of the plant pursuant to the directions issued by CPCB New Delhi for not providing online connectivity to CPCB server.

The Cement Division has earned Profit Before Tax (PBT) of Rs. 4.81 crores in the year under review in comparison with Rs. 13.27 crores earned in the previous year. This works out to a fall of 63.75% over the previous year. The Company secured revocation order from CPCB and thereafter complied with other formalities and procedures. The power connection was restored and operations were restarted on April 19, 2018 in the cement plant.

Sugar Division:

The Sugar Division produced 1,52,074 Qtls in the year under review as against 2,44,290 Qtls in the previous year there by recording a significant decline of 37.75%. During the year under review, reorganization of zonal areas was effected by the department resulting in a very disadvantageous situation to the company as the plant has lost many productive areas. The inadequate availability of water sources has also impacted the cane production and by extension even the production of sugar to a significant level. The fluid situation in respect of the zonal allocation matter has also affected the cane development programmes of the cane growers.

Due to the cumulative factors cited above, the sugar division has clocked a turnover of Rs. 89.33 cores in 2017-2018 in comparison with Rs. 122.31 crores in the preceding year, thereby registering a decline of 26.96% over the year ago period. The sugar division recorded profit before tax (PBT) of Rs. 5.32 crores as against profit before tax (PBT) of Rs. 6.18 crores in the preceding year resulting in a decline of 24.11% in the year under review.

Power Division:

The Power Division has generated 2,44,04,891 KWH in 2017-18 as against 3,74,92,394 KWH of power in the preceding year thereby recording a decline of 34.91%. As has been stated in our earlier reports, the company has not been able to generate power during off-season period in the sugar division since the Government of Telangana has not been conceding to the request of the power entities to generate power using coal as an alternative fuel as a matter of policy. In view of this and coupled with lower quantum of crushing operations, the power division has generated lower number of units compared to the previous year. The shut-down of the operations in the cement division during October, 2017 to March, 2018 is another important factor for lower generation of power in the year under review.

In the circumstance therefore the power Division could earn a meagre Profit before tax (PBT) of Rs. 4.69 crores as against Rs. 25.68 crores in the previous year thus recording a decline of 81.73% for the year. CURRENT YEAR OUTLOOK:

Cement Division:

In the year under review, the company has produced 1,64,207 MT only as against 2,81,852 M T produced in the preceding year there by recording a decline of 41.74%. This is consequent to the closure of operations of the plant pursuant to the directions issued by CPCB New Delhi for reasons stated in the preceding paras.

The company has set a target of its cement production at 1,75,000 M T in the current year considering the present scenario from various aspects.

Sugar Division:

Availability of adequate water is a crucial factor in the sugar cane development and in this connection, proper allocation of cane development areas to the company by the Director of Sugar and Cane Commissioner assumes paramount importance for the development of the sugar division.

As the company was deprived of many fertile areas apart from loosing many mandals and villages consequent to the zonal allocation order issued by Director of Sugar and Cane Commissioner, Hyderabad, the company preferred an appeal before the Principal Secretary, Industries and commerce, Hyderabad. The company is still awaiting the outcome in this matter.

Taking into account the critical factors, your company has set a target of 1,00,000 MT of crushed cane in the current year.

Power Division:

The Company will make best endeavors to achieve enhanced level of power generation. However, since it is largely related to government policy and to various legal and administrative issues, a great deal of uncertainty still remains as a sour factor.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

Disclosures under the Companies Act, 2013

I) EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return as per provisions of section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in form MGT 9 is annexed to this Report. (Annexure - 1)

II) BOARD MEETINGS:

During the year under review, 4 (Four) Board Meetings were held. The details of the Board Meetings and the attendance of the Directors are furnished elsewhere in the Corporate Governance Report.

III) CHANGES IN SHARE CAPITAL

There is no change in the Share Capital during the year under review.

IV) AUDIT COMMITTEE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of the Listing Regulations and, inter alia includes:

a. To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the financial reports of the company and internal control systems. Examination of scope of audit and observations of the Auditors / Internal Auditors and overseeing that the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.;

b. To call for the comments of the auditors about internal control systems, scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and also to discuss any related issues with the internal and statutory auditors and the management of the company;

c. To evaluate internal financial controls and risk management systems;

d. To, inter-alia, review Management Discussion and Analysis of financial condition, results of operations and Statement of Significant Related Party transactions submitted by the management before submission to the Board;

e. To investigate into any matter in relation to the items referred to it by the Board and for this purpose obtain professional advice from external sources if required;

f. To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;

g. To approve Related Party Transactions.

h. Reviewing the functioning of the Whistle Blower mechanism;

i. Recommending the appointment, re-appointment, and if required, the replacement or removal of the statutory auditors and fixation of audit fee and approval for payment for any other services.

More details of the Audit Committee are furnished in the Corporate Governance Report.

V) REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior Management personnel. The Policy is approved by the Nomination and Remuneration Committee and the Board.

More details on the same are given elsewhere in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

Scope

The main scope of the Nomination and Remuneration Committee is to determine and recommend to the Board the persons to be appointed / re-appointed as Executive Directors / Non-Executive Directors.

The committee also determines and recommends to the Board the financial component. The compensation of the Executive Directors comprises of fixed component and also commission based on the profits earned by the company.

The compensation is determined based on the levels of responsibility and the parameters prevailing in the industry. The Executive Directors are not paid any sitting fee for Board / Committee meetings attended by them. The Non-Executive Directors are paid sitting fee for Board / Committee Meetings attended by them and no other payment is made to them.

The Nomination and Remuneration Committee examines and devises a policy on Board diversity and to formulate criteria for determining qualifications, experience, positive attributes and independence. It also recommends to the Board the factors to be reckoned with in determining the remuneration payable to the Directors.

More details of the Nomination and Remuneration Committee are furnished elsewhere in the Corporate Governance Report.

VI) RELATED PARTY TRANSACTIONS

Particulars of contracts / arrangements entered into by the company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 have been provided in Form No.AOC-2 pursuant to clause (b) of sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same are annexed to this Report. (Annexure - 2)

VII) STATEMENT OF PARTIULARS OF APPOINTMENT AND REMUNERATION OF THE MANAGERIAL PERSONNEL:

The statement of particulars of Appointment and Remuneration of Managerial Personnel as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report. (Annexure - 3)

VIII) STATEMENT OF DECLARATION FURNISHED BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

IX) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report.

COMMITTEE MEETINGS:

The Composition and other details of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are furnished in the Corporate Governance Report. The other details in respect of Audit Committee and Corporate Social Responsibility Committee are also furnished in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to the Directors’ Responsibility statement, the Board of Directors of the Company hereby confirm:

a. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom.

b. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and of Profit of the Company for that period.

c. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2018 on a going concern basis.

e. That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EVALUATION OF THE BOARD’S PERFORMANCE:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

More details on the same are furnished elsewhere in the Corporate Governance Report.

AUDITORS:

M/s. Ramanatham & Rao, Chartered Accountants, (Regn. No.S-2934) Secunderabad have been appointed as Statutory Auditors of the company at the 38th Annual General Meeting held on September 25, 2017 in accordance with the provisions of Section 139 and Section 142(1) of the Companies Act, 2013 read with the companies (Audit and Auditors) Rules, 2014 and other applicable rules, if any (including any statutory modifications or re-enactment thereof for the time being in force).

The appointment as Statutory Auditors was for a period of five years from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting to be held in the year 2022 subject to ratification of the appointment by the members at every Annual General Meeting held after the appointment made at 38th Annual General Meeting in September, 2017.

However, the Ministry of Corporate Affairs (MCA) vide its notification dated May 7, 2018 has omitted the requirement under first proviso to Section 139 of the Companies Act, 2013 and Rule 3 (7) of the companies (Audit and Auditors) Rules 2014 regarding ratification of appointment of Statutory Auditors by the shareholders at every subsequent Annual General Meeting.

Consequently M/s. Ramanatham & Rao, Chartered Accountants (Regn. No.S-2934) continues to be the Statutory Auditors of the company till the conclusion of 43rd Annual General Meeting as approved by the shareholders at the 38th Annual General Meeting held on September 25, 2017.

As per section 148 of the companies Act, 2013 read with the Companies ( Cost Records and Audit) Rules, Cost records are required to be audited. Based on the recommendation of Audit Committee, your Board has appointed M/s. Narasimha Murthy, Cost Accountants, Hyderabad as Cost Auditors for the current year and necessary Resolution for ratification of their remuneration is being placed before the shareholders for their approval in terms of Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014.

The Board has appointed Smt. Manjula Aleti, Company Secretary in whole-time Practice to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 for the financial year 2017-2018.

The Secretarial Audit Report issued by Smt. Manjula Aleti practicing Company Secretary in Form-MR 3 is annexed to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. (Annexure - 4)

VIGIL MECHANISM AND WHISTLE BLOWING POLICY:

The Company has adopted a Whistle Blower Policy establishing a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and also envisages direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The whistle blower policy aims at conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The policy on vigil mechanism and whistle blower policy may be accessed on the company’s website at: www.kakatiyacements.com.

RISK MANAGEMENT COMMITTEE:

The objective behind constitution of the Risk Management Committee is to identify risk, develop appropriate risk mitigation strategies and to monitor activities of the organization and also to highlight the systematic study safeguards against threats, loss and damages of brand, reputation and assets of the company. Improvement of level of awareness and appreciating and managing material business risks are also the objectives of the Risk Management Committee.

The Committee, besides identifying the risk factors, is also expected to manage and monitor risk and ensure that proper internal systems and processes are in place.

More details of the committee are furnished in the Corporate Governance Report.

ENVIRONMENTAL PROTECTION:

The Company has been making endeavors to protect the environment from the evil effects of pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis so as to develop green belt around the plant to improve the environment.

PARTICULRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There are no loans, guarantees or investments made or given under Section 186 of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in this “Management Discussion and Analysis” may be considered to be “forward looking statements” within the meaning of applicable securities Laws or Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and Indian demand-supply conditions, finished goods prices, raw material availability and prices, cyclical demand and pricing in the Company’s markets, changes in Government Regulations, tax regimes besides other factors such as litigations and labour negotiations. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere thanks to the Banks, the Transco Authorities of Telangana and Andhra Pradesh States and to various departments of the Central Government and the State Governments of Telangana and Andhra Pradesh for their support to the Industry.

The Directors thank the entire net work of dealers who have enabled the Company to achieve the volumes and kept up the rapport and friendly association with the company despite the fact that the company was under great stress on account of shut-down of its operations in the cement plant for a significant period in the year under review.

The Directors record their appreciation for committed support to the Company by all the employees at all levels throughout the year under reference.

The Directors record their gratitude to all the Shareholders who have been reposing confidence in the Company and its Management.

By Order of the Board

for Kakatiya Cement Sugar & Industries Limited

B K Prasad

Place : Hyderabad General Manager and

Date : 25th May, 2018 Company Secretary


Mar 31, 2016

To

The Members

The Directors have pleasure in presenting the 37th Annual Report together with the Audited Financial statements for the year ended 31st March 2016.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2016 are summarized below:

(Rs. in Lacs)

Particulars

2015-16

2014-15

Income (Sales and other Income)

21641.40

15720.40

Profit before Depreciation, Interest & Taxes

3388.66

2075.46

Depreciation

247.92

247.40

Interest

160.41

81.07

Provision for Taxation

774.72

349.46

Provision for Deferred Taxation

(12.81)

(13.54)

Profit after Taxation

2218.42

1411.00

Profit brought forward from Previous year

13078.82

12068.89

Less: Adjustment for deprecation on fixed assets

7.34

APPROPRIATIONS

Transfer to General Reserve

221.84

141.10

Proposed Dividend

209.89

209.89

Corporate Tax on Dividend

42.72

42.72

Balance carried over to Balance Sheet

14822.78

13078.82

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 2.70 per equity share for the year ended 31.03.2016 as has been recommended in the earlier years, aggregating to Rs. 209.89 lacs excluding Dividend Distribution Tax.

Despite relatively better performance in the year under review, your Directors have recommended dividend at the same rate considering the outflow on the capital expenditure proposed for Cement and Sugar Divisions which is estimated to cost around Rs. 15 crores. The company is also required to meet the challenges in honoring timely payments to the cane growers and ensure that the operational targets of the sugar division are met in time without any hindrance in the light of its seasonal character. The Company is also further required to conserve its resources and utilize the same for its Cement division to achieve higher level of operations targeted in the current year.

TRANSFER OF PROFITS TO RESERVES.

The company has transferred a sum of Rs. 221.84 lacs to reserves from out of the current year''s profits as against a sum of Rs. 141.10 lacs in the preceding year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

According to Section 205C of the Companies Act, 2013 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the company has transferred unclaimed dividend amounting to Rs. 88,908/- to the Investor Education and Protection Fund established by the Central government during the year. The said transfer is in respect of the financial year 2007-2008.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134 (3) (l), of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review and there were no outstanding deposits as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSWED BY THE REGULATORS / COURTS / TRIBUNALS

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

DEMISE OF SHRI P.VENKATESWARLU

It is with deep sense of sorrow that the Board informs the members that the founder of the Company, Chief Promoter and Managing Director Shri P Venkateswarlu passed away on 11th January, 2016 at Hyderabad after a brief illness.

The Board places on record the services rendered by late Shri P Venkateswarlu for the growth and development of the Company particularly in the formative years of the Company and noted that the determined efforts put in by late Shri P Venkateswarlu in diversifying its range of enterprise by establishing sugar and power plants had put the corporate entity on a higher plane.

The Board opined that late Shri P Venkateswarlu had laid down high standards in the conduct of affairs of the Company with his insistence on transparency and accountability. He had meticulously combined business and philosophy and transformed the company into a transparent and committed enterprise embodied with virtues.

The Board feels that the passing away of Shri PVenkateswarlu is an irreparable loss to the Company.

DEMISE OF SHRI V.B.R.SURYAM

Shri V B R Suryam, Independent Director who had served the Company for more than two decades passed away on 12th March, 2016 at Hyderabad after a brief illness.

He had provided valuable guidance in respect of various technical issues concerning company''s cement plant. His participation and performance during the Board meetings had certainly enhanced the prestige and dignity of the Board. The Board opines that the passing away of Shri V B R Suryam is a great loss to the Company.

ELEVATION OF POSITION:

Consequent to the passing away of Late Shri P Venkateswarlu, Shri P Veeraiah has been appointed as Chairman and Managing Director with effect from 3rd February 2016 at the same remuneration which he was drawing in the capacity of Joint Managing Director. He will hold this position till 30th November 2018.

The Board proposed enhancement of his remuneration suitably considering his contribution and dedication in discharging the additional responsibilities. All necessary matters relating to his appointment and remuneration are being placed before the members for their approval.

RESIGNATION OF DIRECTORS

Shri J Siva Rama Prasad and Smt. J Shalini, Directors of the company have resigned from their directorship with effect from 17th May 2016. The Board places on record its appreciation for the services rendered by Shri J Siva Rama Prasad and Smt. J Shalini during their tenure.

Appointment of Additional Director.

Smt. M Vara Lakshmi has been inducted as an Additional Director under Section 161 of the companies Act, 2013 in compliance with Regulation 17 (1) (a) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This appointment is made consequent to the resignation of Smt. J Shalini necessitating induction of another woman director. Smt. M Vara Lakshmi has rich experience in Accounts and Banking functions.

She holds the office up to the date of the forthcoming Annual General Meeting and being eligible for appointment as Director, a Resolution for appointment of Smt. M Vara Lakshmi is being placed before the members for their approval at the Annual General Meeting.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Shri J S Rao, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment / re-appointment at the Annual general Meeting are presented in the Annual Report.

DEMATERIALISATION

As on 31st March, 2016, 73,18,265 shares were dematerialized with National Securities Depository Limited and Central Depository Services Limited which constitutes 94.14% of the shares of the company. Your Directors would request all the members who have not yet converted their holdings into dematerialized form, to do so thereby facilitating trading of their shares without any difficulty.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division has produced 2,37,027 MT as against 2,60,685 MT in the year ago period thereby registering a minor decline of 5.77% in volume. The Cement Division has earned Profit Before Tax (PBT) of Rs. 9.31 crores in comparison with Rs. 16.55 crores in the previous year.

Sugar Division:

The Sugar Division crushed 3,38,582 MT of sugarcane for the year under review as against 2,31,086 MT in the previous year. There is improvement in the recovery rate at 10.80% in comparison with 10.48% in the previous year. The Company could substantially reduce the losses in the Sugar Division due to improvement in operations and better realization prices. The Division''s loss is reduced to Rs. 2.16 crores in 20152016 on account of the factors stated above. This is in comparison with a loss of Rs. 19.69 crores in the previous year.

Power Division:

In the year under review, the Power Division has generated 6,70,20,044 KWH as against 9,19,76,742 KWH of power in the preceding year thereby recording a decline of 27% due to various administrative issues with the Government of Telangana. The Division has earned Profit before tax (PBT) of Rs. 22.66 crores as against Rs. 20.63 Crores in the previous year thus notching an increase of 9.84%.

Current Year Outlook: Cement Division:

Various developmental activities that have been undertaken by the Telangana State offer immense opportunities to the Company in shoring up the operational performance of its Cement Division on a sustainable basis and this can be seen on the back of fresh demand for housing, urban and infrastructure development.

With bifurcation of the State of Andhra Pradesh, the Company clearly visualizes very good potential and good prospects for its Cement Division in the context of building up a new capital city for Andhra Pradesh.

Considering various factors, your company has set a target for its production at 2,85,120 MTs in the current year.

Sugar Division:

Though the Company endeavors to retain its record performance in sugar cane crushing achieved in the year under review, considering the water scarcity and other related problems, your company has set a target of 2,70,000 MTs in the current year. The general recovery of sugar industry will also be a positive factor for the Company. The Sugar Cane crop in our factory zone is expected to be stable as the company has obtained the order from the commissioner of sugar cane allotting villages for cultivation of sugar cane and as such the company does not envisage any hindrances to its crushing operations.

Power Division:

The Company will spare no effort to make best endeavors in achieving enhanced level of power generation. However, since it is greatly related to government policy and to various issues that are yet to be settled by the Courts, lot of uncertainty still remains as a sour factor.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

Disclosures under the Companies Act, 2013

I) EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return as per provisions of section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules,

2014 in form MGT 9 is annexed to this Report.

II) BOARD MEETINGS:

During the year under review, 5 (Five) Board Meetings were held. The details of the Board Meetings and the attendance of the Directors are furnished in the Corporate Governance Report.

III) Changes in Share Capital

There is no change in the Share Capital during the year under review.

IV) Audit Committee:

The terms reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of the Listing regulations and, inter alia includes:

a. To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the financial reports of the company and internal control systems. Scope of audit and observations of the Auditors / Internal Auditors and overseeing that the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

b. To call for the comments of the auditors about internal control systems, scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and also to discuss any related issues with the internal and statutory auditors and the management of the company;

c. To evaluate internal financial controls and risk management systems;

d. To, inter-alia, review Management Discussion and Analysis of financial condition and results of operations, Statement of Significant Related Party transactions submitted by the management before submission to the Board;

e. To investigate into any matter in relation to the items referred to it by the Board and for this purpose obtain professional advice from external sources;

f. To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;

g. To approve Related Party Transactions.

h. Reviewing the functioning of the Whistle Blower mechanism;

i. Recommending the appointment, reappointment, and if required, the replacement or removal of the statutory auditors and fixation of audit fee and approval for payment for any other services.

More details of the Audit Committee are furnished in the Corporate Governance Report.

V) REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior Management personnel. The Policy is approved by the Nomination and Remuneration Committee and the Board.

More details on the same are given in the Corporate Governance Report.

Nomination and Remuneration Committee:

Scope

The main scope of the committee is to determine and recommend to the Board the persons to be appointed/re-appointed as Executive Directors/Non-Executive Directors.

The committee also determines and recommends to the Board the financial component. The compensation of the Executive Directors comprises of fixed component and also commission based on the profits earned by the company.

The compensation is determined based on the levels of responsibility and the parameters prevailing in the industry. The Executive Directors are not paid any sitting fee for Board / Committee meetings attended by them. The Non-Executive Directors are paid sitting fee for Board / Committee Meetings attended by them and no other payment is made to them.

The Nomination and Remuneration Committee examines and devises a policy on Board diversity and to formulate criteria for determining qualifications, experience, positive attributes and independence. It also recommends to the Board the factors to be reckoned with in determining the remuneration payable to the Directors.

More details of the committee are furnished in the Corporate Governance Report.

VI) RELATED PARTY TRANSACTIONS

Particulars of contracts / arrangements entered into by the company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 have been provided in Form No.AOC-2 pursuant to clause (b) of sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same are annexed to this Report.

VII) STATEMENT OF PARTIULARS OF APPOINTMENT AND REMUNERATION OF THE MANAGERIAL PERSONNEL:

The statement of particulars of Appointment and Remuneration of Managerial Personnel as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

VIII) STATEMENT OF DECLARATION FURNISHED BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

IX) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report.

COMMITTEE MEETINGS:

The Composition and other details of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are furnished in the Corporate Governance Report. The other details in respect of Audit Committee and Corporate Social Responsibility Committee are furnished in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to the Director''s Responsibility statement, the Board of Directors of the Company hereby confirm:

a. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures there from.

b. That 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, 2016 and of Profit of the Company for that period.

c. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2016 on a going concern basis.

e. That 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. That 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.

EVALUATION OF THE BOARD''S PERFORMANCE:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

More details on the same are furnished in the Corporate Governance Report.

AUDITORS:

M/s. Anandam & Company, Chartered Accountants, Secunderabad have been the Auditors of the Company and they retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. There are no qualifications, reservations or adverse remarks made by M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, Statutory Auditors in their Report for the Financial Year ended 31st March, 2016.

As per section 148 of the companies Act, 2013 read with the Companies ( Cost Records and Audit) Rules, Cost records are required to be audited. Based on the recommendation of Audit Committee, your Board has appointed M/s. Narasimha Murthy, Cost Accountants, Hyderabad as Cost Auditors for the current year and necessary Resolution for ratification of their remuneration is being placed before the shareholders for their approval in terms of Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014.

The Board has appointed Smt. Manjula Aleti, Company Secretary in whole-time Practice to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 for the financial year 2015-2016.

The Secretarial Audit Report issued by Smt. Manjula Aleti practicing Company Secretary in Form-MR 3 is annexed to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

VIGIL MECHANISM AND WHISTLE BLOWING POLICY:

The Company has adopted a Whistle Blower Policy establishing a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and also envisages direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The whistle blower policy aims at conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The policy on vigil mechanism and whistle blower policy may be accessed on the company''s website:www.kakatiyacements.com.

Risk Management Committee:

The objective behind constitution of the Risk Management Committee is to identify risk, develop appropriate risk mitigation strategies and to monitor activities of the organization and also to highlight the systematic study safeguards against threats, loss and damages of brand, reputation and assets of the company. Improvement of level of awareness and appreciating and managing material business risks are also the objectives of the Risk Management Committee.

The Committee, besides identifying the risk factors, is also expected to manage and monitor risk and ensure that proper internal systems and processes are in place.

More details of the committee are furnished in the Corporate Governance Report.

ENVIRONMENTAL PROTECTION:

The Company has been making endeavors to protect the Environment from the evil effects of pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis so as to develop green belt around the plant to improve the environment.

MANAGEMENT DISCUSSION AND ANALYSIS 2016

a) Industry Structure and Development:

Cement is a cyclical commodity with a high correlation to Gross Domestic Product. The Indian housing sector is the biggest demand driver of Cement accounting for about 64% of total consumption. The other major consumers of Cement include infrastructure 17%, commercial construction 13% and industrial construction 6%.

Low capacity utilization coupled with weak prices and increasing input costs have all significantly impacted the performance of Cement Industry in India. It is not an uncommon sight to find some Indian producers who had a record of subdued operating profits and high debt service obligations, deferring their expansion plans.

With improved demand resulting from infrastructure and housing sectors coupled with limited capacity additions, the Cement Capacity utilization on a pan India basis is expected to gradually improve in the Current Year.

The aggressive stance adopted by the Telangana Government in pushing up the developmental activities particularly that of Housing and Infrastructure will boost up the demand potential of the Company in view of the fact that the Company''s Cement Plant is located in Telangana State.

The Company envisages a significant upswing in demand for its product given the fact that construction of new capital for Andhra Pradesh will throw up lot of opportunities for the Cement Industry as the Company''s Plant is quite proximate to the Capital Region of Andhra Pradesh. The prospects are expected to be better than other plants located outside the State of Andhra Pradesh.

The track record established by your Company for a period of more than three decades with regard to its quality and post delivery service, will play as a major factor in targeting bulk orders from Telangana and Andhra Pradesh.

As a result of the above factors, the Company envisages that the demand for its product is excepted to increase in the year under review and also in the years to come.

Good rainfall and availability of proper irrigation facilities will determine the fortunes of sugar industry, it being an agro-based industry.

The Company has secured necessary approval from the state government for its crushing operations for a period of five years and, therefore, it does not envisage any difficulty in matters pertaining to crushing of sugar cane. Availability of sufficient water is a concern and the company will make necessary endeavors in this regard.

As has been mentioned elsewhere, while the Company is confident of generating power on a sustaining basis, certain sour factors remain unresolved such as revision of power tariff and other connected matters. All efforts are being made to clear the uncertainties and to achieve higher generation of power in the year under review.

b) Opportunities and Threats:

As stated elsewhere in this Report, the huge construction and infrastructure activity that is expected to take place in Telangana and Andhra Pradesh might provide significant opportunities to the Company in shoring up business operations of its Cement Division. The benefits may manifest in the current year or in the years to come.

On a similar note, the impetus given to the Housing and infrastructure sectors by the Government of India will also act as a positive factor for the Company''s Cement plant and thereby aid its growth and development.

The Company will make every effort to overcome the bottlenecks in achieving the targeted operations in Sugar and Power Divisions and is confident of attaining the operational targets.

c) Segment or product-wise performance:

Segment-wise and product-wise performance has been furnished elsewhere in this Report.

d) Outlook:

Division-wise outlook has been furnished elsewhere in this Report.

e) Risks and concerns:

The Cement, Sugar and Power industries being core industries, there is no risk of product obsolescence or steep fall in demand by way of product substitution or otherwise and, therefore, your Directors do not foresee any major risks and concerns in the near future except as discussed elsewhere in this Report.

f) Internal control systems and their adequacy:

As stated elsewhere in this Report, the Company has adequate internal control systems and the Reports of Internal Auditors are being placed before the Audit Committee and corrective measures, if any, are being taken care of by the Company. The Chief Financial Officer will monitor the Internal audit Reports and brief the Audit Committee in case any deficiency in the system is noticed.

g) Financial Performance with respect to operational performance:

This has been discussed elsewhere in this Report.

h) Human Resource Development and Industrial Relations:

The company believes that the quality of its employees is the key to success and is therefore committed to provide necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.

Industrial Relations during the year continued to be cordial through effective communication, meetings and negotiations with the work force.

The Company''s strength consists of 510 employees directly and indirectly as on 31st March 2016.

i) Corporate Social Responsibility:

In compliance with Section 134(3) (a) of the Companies Act, 2013 read with the Companies Corporate Social Responsibility (CSR) policy Rules 2014, the company has established CSR Committee comprising of Shri K Venkat Rao as Chairperson, Shri P Veeraiah and Shri J S Rao as members. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The Annual Report of CSR Activities forms part of this Report.

PARTICULRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There are no loans, guarantees or investments made or given under Section 186 of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" within the meaning of applicable securities Laws or Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and Indian demand-supply conditions, increased installed capacity, finished goods prices, raw material availability and prices, cyclical demand and pricing in the Company''s markets, changes in Government Regulations, tax regimes besides other factors such as litigations and labour negotiations.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere thanks to the Banks, the Director of Sugar and Cane Commissioner, the Transco Authorities of Telangana and Andhra Pradesh States and to various departments of the Central Government and the State Governments of Telangana and Andhra Pradesh for their support to the Industry.

The Directors thank the entire net work of dealers who have enabled the Company to achieve the desired volumes despite the market being sluggish for a considerable period during the year under review.

The Directors record their appreciation for committed support to the Company by all the employees at all levels throughout the year under reference.

The Directors record their gratitude to all the Share holders who have been reposing confidence in the Company and its Management.

By order of the Board

for Kakatiya Cement Sugar & Industries Limited

P Veeraiah

Chairman and

Place: Hyderabad Managing Director

Date : 12.08.2016 DIN : 00276769


Mar 31, 2014

To The Members

The Directors have pleasure in presenting the 35th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

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



(` in Lakhs)

Particulars 2013-14 2012-13

Income (Sale and

other Income) 20324.37 18729.13

Profit before Depreciation,

Interest & Taxes 1678.01 3124.45

Depreciation 713.77 730.07

Interest 46.04 6.21

Provision for Taxation 178.68 937.74

Provision for Deferred

Taxation (144.54) (160.61)

Profit after Taxation 884.06 1611.04

Profit brought forward from Previous year 11518.79 10363.32

APPROPRIATIONS

Transfer to General

Reserve 88.40 210.00

Proposed Dividend 209.89 209.89

Corporate Tax on Dividend 35.67 35.68

Balance carried over to Balance Sheet 12068.89 11518.79

Segment-wise performance has been furnished under Notes on Accounts.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of ` 2.70 per equity share for the year ended 31.03.2014, as against ` 2.70 per equity share in the previous year aggregating an amount of ` 245.56 lakhs including Dividend Distribution Tax.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division has produced 2,51,535 MT of cement as against 2,69,966 MT of cement for the previous year. The profit for the Division was ` 475.93 lakhs as against ` 1190.51 lakhs for the previous year.

Sugar Division:

The Sugar Division crushed 2,20,815 MT of sugarcane for the current season as against 2,73,281 MT for the previous season. The recovery rate was 10.20% compared to 10.08% for the previous season. The Loss for the Division was ` 1038.87 lakhs as against profit of ` 746.97 lakhs for the previous year.

Power Division:

During the year under review, the Power Division has generated 7,47,99,524 KWH against 6,78,57,924 KWH of power for the previous year. The Loss for the Division was ` 1446.99 lakhs as against loss of ` 326.44 lakhs for the previous year.

CURRENT YEAR OUTLOOK:

Cement Division:

The outlook for cement industry is challenging in terms of decreasing margins due to rising input costs, competitive selling prices. However, with the bifurcation of A.P. in to two states, and development of new capital, there is likely to be spurt in the demand for cement and other infrastructure related products. As such the coming years performance is estimated to be good.

Sugar Division:

Depending on a good monsoon the Sugarcane crop in the factory zone is likely to remain stable as last year. We estimate to crush over 250,000 lakh MT during the crushing season 2014-15

Power Division:

The matters relating to down ward revision of tariff by the APERC on the Power sales to APTRANSCO, and PLF ceiling, contested in the Courts by the Company are pending. Much depends on the power policy of the new government.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company hereby declares and states that -

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures there from.

2. 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 status of the Company as on 31st March, 2014 and Profit & Loss Account of the Company for the year ended as on 31st March, 2014.

3. The Directors 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 preventing and detecting fraud and other irregularities.

4. The accounts were prepared on a going concern basis.

ENVIRONMENTAL PROTECTION:

The Company consciously makes efforts to preserve the environment and control the pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis, so as to develop green belt around the plant to improve the environment.

AUDITORS:

M/s. M. ANANDAM & CO., Chartered Accountants, Secunderabad, the Auditors of the Company retire at the conclusion of this Annual General Meeting and they are eligible for re- appointment.

COST AUDIT:

For the year ended 31st March 2014, with the approval of Central Government, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed to conduct the Cost Audit. In respect of financial year 2012-2013 Cost Audit Report was filed on 23.09.2013. In respect of 2013-2014 it will be filed before the due date i.e. 30th September 2014.

ACKNOWLEDGEMENTS:

Your Directors appreciate the support and the cooperation received from the State Government, NEDCAP, APTRANSCO and the Central Government for the Company''s growth and development.

Your Directors would like to convey the deep appreciation to all the employees and workers of the Company for their sustained effort and wholehearted co-operation throughout the year.

Your Directors thank the Distributors, Dealers and Suppliers for their continuous support and active involvement.

Finally your Directors record their deep sense of gratitude to all the Shareholders for the abundant confidence reposed in the Board of Directors.



For and on behalf of the Board

P. Venkateswarlu

Place : Hyderabad Chairman &

Date : 26th May 2014 Managing Director


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 34th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

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

(RS. in Lakhs)

Particulars 2012-13 2011-12

Income (Sale and other Income) 18729.13 17297.96

Profit before Depreciation, Interest & Taxes 3124.45 3680.52

Depreciation 730.07 736.31

Interest 6.21 9.59

Provision for Taxation 937.74 1034.34

Provision for Deferred Taxation (160.61) (154.36)

Profit after Taxation 1611.04 2054.64

Profit brought forward from Previous year 10363.32 8762.62

APPROPRIATIONS

Transfer to General

Reserve 210.00 210.00

Proposed Dividend 209.89 209.89

Corporate Tax on Dividend 35.68 34.05

Balance carried over to

Balance Sheet 11518.79 10363.32

Segment-wise performance has been furnished under Notes on Accounts.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of RS. 2.70 per equity share for the year ended 31.03.2013, as against RS. 2.70 per equity share in the previous year aggregating an amount of RS. 245.56 lakhs including Dividend Distribution Tax.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division

has produced 2,69,966 MT of cement as against 2,66,968 MT of cement for the previous year. The profit for the Division was RS. 1971.20 lakhs as against RS. 3114.05 for the previous year.

Sugar Division:

The Sugar Division crushed 2,73,281 MT of sugarcane for the current season as against 2,24,189 MT for the previous season. The recovery rate was 10.08% compared to 9.50% for the previous season. The Profit for the Division was RS. 749.80 lakhs as against loss of RS. 242.44 lakhs for the previous year.

Power Division:

During the year under review, the Power Division has generated 6,78,57,924 KWH against 6,72,82,462 KWH of power for the previous year. The Loss for the Division was RS. 326.44 lakhs as against profit of RS. 63.02 lakhs for the previous year.

CURRENT YEAR OUTLOOK:

Cement Division:

The outlook for cement industry is challenging in terms of thinning margins due to rising inputs, pressure on capping selling prices due to supply - demand equation and overall sluggishness in housing and infrastructure projects. However, the management is confident of sustained performance by maintaining its customer base for the coming year.

Sugar Division:

Sugarcane crop in the factory zone is likely to improve and estimated to crush around 275,000 lakh MT during the crushing season 2013-14

Power Division:

The matters relating to down ward revision of tariff by the APERC on the Power sales to APTRANSCO, and PLF ceiling, contested in the Courts by the Company are pending. Viable performance is contingent upon revised tariff which is awaited from APERC.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company hereby declares and states that -

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures therefrom.

2. 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 status of the Company as on 31st March, 2013 and Profit & Loss Account of the Company for the year ended as on 31st March, 2013.

3. The Directors 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 preventing and detecting fraud and other irregularities.

4. The accounts were prepared on a going concern basis.

ENVIRONMENTAL PROTECTION:

The Company consciously makes efforts to preserve the environment and control the pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis, so as to develop green belt around the plant to improve the environment.

AUDITORS:

M/s. M. ANANDAM & CO., Chartered Accountants, Secunderabad, the Auditors of the Company retire at the conclusion of this Annual General Meeting and they are eligible for re-appointment.

COST AUDIT:

For the year ended 31st March 2013, with the approval of Central Government, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed to conduct the Cost Audit. In respect of financial year 2011-2012 Cost Audit Report was filed on 04.01.2013. In respect of 2012- 2013 it will be filed before the due date i.e. 30th September 2013.

ACKNOWLEDGEMENTS:

Your Directors appreciate the support and the cooperation received from the State Government, NEDCAP, APTRANSCO and the Central Government for the Company''s growth and development.

Your Directors would like to convey the deep appreciation to all the employees and workers of the Company for their sustained effort and wholehearted co-operation throughout the year.

Your Directors thank the Distributors, Dealers and Suppliers for their continuous support and active involvement.

Finally your Directors record their deep sense of gratitude to all the Shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

P. Venkateswarlu

Place : Hyderabad Chairman &

Date : 27.05.2013 Managing Director


Mar 31, 2012

The Members

The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

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

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Income (Sale and 17297.96 10308.69 other Income)

Profit before Depreciation, 3680.52 1163.28 Interest & Taxes

Depreciation 736.31 742.61

Interest 9.59 34.42

Provision for Taxation 1034.34 131.00

Provision for Deferred (154.36) (135.90) Taxation

Profit after Taxation 2054.64 391.15

Profit brought forward 8762.62 8655.41 from Previous year

APPROPRIATIONS

Transfer to 210.00 40.00

General Reserve

Proposed Dividend 209.89 209.89

Corporate Tax 34.05 34.05

on Dividend

Balance carried over to 10363.32 8762.62 Balance Sheet

Segment-wise performance has been furnished under Financial Statements.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 2.70 per equity share for the year ended 31.03.2012, as against Rs. 2.70 per equity share in the previous year aggregating an amount of Rs. 243.94 lakhs including Dividend Distribution Tax.

PERFORMANCE OF THE YEAR UNDER REVIEW Cement Division:

During the year under review, the Cement Division has produced 2,66,968 MT of cement as against 2,52,992 MT of cement for the previous year. The profit for the Division was Rs. 3114.05 lakhs as against Rs. 830.46 lakhs for the previous year.

Sugar Division:

The Sugar Division crushed 2,24,189 MT of sugarcane for the current season as against 1,24,458 MT for the previous season. The recovery rate was 9.50% compared to 9.53% for the previous season. The loss for the Division was Rs. 242.44 lakhs as against loss of Rs. 747.86 lakhs for the previous year.

Power Division:

During the year under review, the Power Division has generated 6,72,82,462 KWH against 6,11,34,753 KWH of power for the previous year. The Profit for the Division was Rs.63.02 lakhs as against Rs.303.65 lakhs for the previous year.

CURRENT YEAR OUTLOOK:

Cement Division:

In the first three months of the current year i.e. April - June 2012, the production of cement was 63,187 MT as against 62,020 MT of the first three months of the previous year. Your Directors expect that current price realizations will sustain during the remaining part of the current year.

Sugar Division:

Sugarcane crop in the factory zone is likely to improve and estimated to crush around 2,00,000 lakh MT during the crushing season 2012-13.

Power Division:

The matters relating to down ward revision of tariff by the APERC on the Power sales to APTRANSCO, and PLF ceiling, contested in the Courts by the Company are pending.

FIXED DEPOSITS:

The company has no fixed deposits. All Fixed deposits matured have been repaid in full and there are no unclaimed deposits as on 31.3.2012.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company hereby declares and states that -

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures therefrom.

2. 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 status of the Company as on 31st March, 2012 and Profit & Loss Account of the Company for the year ended as on 31st March, 2012.

3. The Directors 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 preventing and detecting fraud and other irregularities.

4. The accounts were prepared on a going concern basis.

ENVIRONMENTAL PROTECTION:

The Company consciously makes efforts to preserve the environment and control the pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis, so as to develop green belt around the plant to improve the environment.

AUDITORS:

M/s. M. ANANDAM & CO., Chartered Accountants, Secunderabad, the Auditors of the Company retire at the conclusion of this Annual General Meeting and they are eligible for re-appointment.

COST AUDIT:

For the year ended 31st March 2012, with the approval of Central Government, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed to conduct the Cost Audit. In respect of financial year 2010-2011 Cost Audit Report was filed on 14.09.2011. In respect of 2011- 2012 it will be filed before the due date i.e. 30th September 2012.

ACKNOWLEDGEMENTS:

Your Directors appreciate the support and the cooperation received from the State Government, NEDCAP, APTRANSCO and the Central Government for the Company's growth and development.

Your Directors would like to convey the deep appreciation to all the employees and workers of the Company for their sustained effort and wholehearted co-operation throughout the year.

Your Directors thank the Distributors, Dealers and Suppliers for their continuous support and active involvement.

Finally your Directors record their deep sense of gratitude to all the Shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

P. Venkateswarlu

Place : Hyderabad Chairman &

Date : 20.08.2012 Managing Director


Mar 31, 2011

The Members

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

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

(Rs in Lakhs)

Particulars 2010-11 2009-10

Income (Sale and 10308.69 12628.75

other Income)

Profit before Depreciation, 1163.28 2339.45

Interest & Taxes

Depreciation 742.61 803.60

Interest 34.42 57.09

Provision for Taxation 131.00 516.82

Provision for Deferred (135.90) (157.16)

Taxation

Profit after Taxation 391.15 1119.10

Profit brought forward 8655.41 7931.06 from Previous year

APPROPRIATIONS

Transfer to 40.00 150.00 General Reserve

Proposed Dividend 209.89 209.89

Corporate Tax 34.05 34.86 on Dividend

Balance carried over to 8762.62 8655.41

Balance Sheet

Segment-wise performance has been furnished under Notes on Accounts.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs 2.70 per equity share for the year ended 31.03.2011, as against Rs 2.70 per equity share in the previous year aggregating an amount of Rs 243.94 lakhs including Dividend Distribution Tax.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division has produced 2,52,992 MT of cement as against 2,58,863 MT of cement for the previous year. The profit for the Division was Rs 830.46 lakhs as against Rs 980.65 lakhs for the previous year.

Sugar Division:

The Sugar Division crushed 1,24,458 MT of sugarcane for the current season as against 48,575 MT for the previous season. The recovery rate was 9.53% compared to 9.19% for the previous season. The loss for the Division was Rs 747.86 lakhs as against Rs 154.26 lakhs profit for the previous year.

Power Division:

During the year under review, the Power Division has generated 6,11,34,753 KWH against 4,69,03,336 KWH of power for the previous year. The Profit for the Division was Rs 303.65 lakhs as against Rs 343.85 lakhs for the previous year.

CURRENT YEAR OUTLOOK:

Cement Division:

In the first three months of the current year i.e. April - June 2011, the production of cement was 62,020 MT as against 64,122 MT of the first three months of the previous year. Your Directors expect that current price realisations will sustain during the remaining part of the current year.

Sugar Division:

Sugarcane crop in the factory zone is likely to improve and estimated to crush around 2,00,000 MT during the crushing season 2011-12.

Power Division:

The matters relating to down ward revision of tariff by the APERC on the Power sales to APTRANSCO, and PLF ceiling, contested in the Courts by the Company are pending.

FIXED DEPOSITS:

The aggregate amount of deposits accepted by the Company as on 31.03.2011 stood at Rs 20.06 lakhs. There were no fixed deposits, which were matured but not paid, other than unclaimed deposits, as on that date.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company hereby declares and states that -

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures therefrom.

2. 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 status of the Company as on 31st March, 2011 and Profit & Loss Account of the Company for the year ended as on 31st March, 2011.

3. The Directors 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 preventing and detecting fraud and other irregularities.

4. The accounts were prepared on a going concern basis.

ENVIRONMENTAL PROTECTION:

The Company consciously makes efforts to preserve the environment and control the pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis, so as to develop green belt around the plant to improve the environment.

AUDITORS:

M/s. M. ANANDAM & CO., Chartered Accountants, Secunderabad, the Auditors of the Company retire at the conclusion of this Annual General Meeting and they are eligible for re-appointment.

COST AUDIT:

For the year ended 31st March 2011, with the approval of Central Government, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed to conduct the Cost Audit. In respect of financial year 2009-2010 Cost Audit Report was filed on 27.09.2010. In respect of 2010-2011 it will be filed before the due date i.e. 30th September 2011.

ACKNOWLEDGEMENTS:

Your Directors thank the State Bank of India, Industrial Finance Branch, Somajiguda, Hyderabad and Andhra Bank, Specialised Corporate Finance Branch, Somajiguda, Hyderabad for extending the support towards working capital to meet the requirements of its operations.

Your Directors appreciate the support and the cooperation received from the State Government, NEDCAP, APTRANSCO and the Central Government for the Company's growth and development.

Your Directors would like to convey the deep appreciation to all the employees and workers of the Company for their sustained effort and wholehearted co-operation throughout the year.

Your Directors thank the Distributors, Dealers and Suppliers for their continuous support and active involvement.

Finally your Directors record their deep sense of gratitude to all the Shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

P. VENKATESWARLU Place : Hyderabad Chairman &

Date : 24.08.2011 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

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

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Income (Sale and 12167.51 14307.39

other Income)

Profit before 2339.45 3794.65

Depreciation,

Interest & Taxes

Depreciation 803.60 781.64

Interest 57.09 301.54

Provision for Taxation 516.82 768.74

Provision for Deferred (157.16) (175.67)

Taxation

F B T - 8.08

Profit after Taxation 1119.10 2110.32

Profit brought forward 7931.06 6341.31

from Previous year

APPROPRIATIONS

Transfer to General 150.00 275.00

Reserve

Proposed Dividend 209.89 209.89

Corporate Tax on 34.86 35.68

Dividend

Balance carried over

to Balance Sheet 8655.41 7931.06

Segment-wise performance has been furnished under Notes on Accounts.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 2.70 per equity share for the year ended 31.03.2010, as against Rs.2.70 per equity share in the previous year aggregating an amount of Rs.244.75 including Dividend Distribution Tax.

PERFORMANCE OF THE YEAR UNDER REVIEW

Cement Division:

During the year under review, the Cement Division has produced 2,58,863 MT of cement as against 2,36,612 MT of cement for the previous year. The profit for the Division was Rs.980.65 lakhs as against Rs.1,050.11 lakhs for the previous year.

Sugar Division:

The Sugar Division crushed 48,575 MT of sugarcane for the current season as against 86,996 MT for the previous season. The recovery rate was 9.19% compared to 9.59% for the previous season. The profit for the Division was Rs.154.26 lakhs as against Rs.817.69 lakhs for the previous year.

Power Division:

During the year under review, the Power Division has generated 4,69,03,336 KWH against 6,77,21,066 KWH of power for the previous year. The Profit for the Division was Rs.343.85 lakhs as against Rs.843.67 lakhs for the previous year.

CURRENT YEAR OUTLOOK:

Cement Division:

In the first three months of the current year i.e. April - June 2010, the production of cement was 64,122 MT as against 70,515 MT of the first three months of the previous year. Your Directors expect that current price realisations will improve during the remaining part of the current year.

Sugar Division:

Sugarcane crop in the factory zone is likely to improve and estimated to crush double the last year quantity during the crushing season 2010-11.

Power Division:

The matters relating to down ward revision of tariff by the APERC on the Power sales to APTRANSCO, and PLF ceiling, contested in the Courts by the Company are pending.

FIXED DEPOSITS:

The aggregate amount of deposits accepted by the Company as on 31.03.2010 stood at Rs.95.51 lakhs.

There were no fixed deposits, which were matured but not paid, other than unclaimed deposits, as on that date.

INSURANCE:

All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors of the Company hereby declares and states that -

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures therefrom.

2. 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 status of the Company as on 31st March, 2010 and Profit & Loss Account of the Company for the year ended as on 31st March, 2010.

3. The Directors 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 preventing and detecting fraud and other irregularities.

4. The accounts were prepared on a going concern basis.

ENVIRONMENTAL PROTECTION:

The Company consciously makes efforts to preserve the environment and control the pollution from time to time.

Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis, so as to develop green belt around the plant to improve the environment.

AUDITORS:

M/s. M. ANANDAM & CO., Chartered Accountants, Secunderabad, the Auditors of the Company retire at the conclusion of this Annual General Meeting and they are eligible for re-appointment.

COST AUDIT:

The Central Government had ordered audit of cost accounts relating to manufacture of cement. For the year ended 31st March 2010, with the approval of Central Government, M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad have been appointed to conduct the Cost Audit.

ACKNOWLEDGEMENTS:

Your Directors thank the State Bank of India, Industrial Finance Branch, Somajiguda, Hyderabad and Andhra Bank, Specialised Corporate Finance Branch, Somajiguda, Hyderabad for extending the support towards working capital to meet the requirements of its operations.

Your Directors appreciate the support and the cooperation received from the State Government, NEDCAP, APTRANSCO and the Central Government for the Companys growth and development.

Your Directors would like to convey the deep appreciation to all the employees and workers of the Company for their sustained effort and wholehearted co-operation throughout the year.

Your Directors thank the Distributors, Dealers and Suppliers for their continuous support and active involvement.

Finally your Directors record their deep sense of gratitude to all the Shareholders for the abundant confidence reposed in the Board of Directors.



For and behalf of the Board



Place : Hyderabad P. VENKATESWARLU

Date : 14.08.2010 Chairman & Managing Director

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