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Directors Report of NCL Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended March 31, 2015.

Financial Results

The Audited Balance Sheet of your Company as at March 31, 2015, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:

(Rs. in lakhs)

2014-15 2013-14

Gross Income 79643.09 61,220.69

Profit (Loss) for the Year

Before Tax 1233.72 (3766.88)

Provision for Tax & Deferred Tax 343.71 313.30

Net Profit (Loss) 890.01 (4080.18)

Transfer to General Reserve Nil Nil

Your Directors are pleased to report that after two years of disappointing performance, the company has made a modest net profit of Rs 890.01 lakhs during the year under review. This was mainly because there has been a turnaround in the cement industry in the region from the last Quarter of the year under review.

The Boards Division and Energy Division also recorded a satisfactory performance, and contributed to the turnaround.

Your Directors are further pleased to report that the improved performance of the company continued during the current financial year. Your Company has been able to clear all the arrear dues to the lenders, and also wipe out most of the accumulated losses.

If the trend continues, your Directors are optimistic about the future prospects, with the indications of accelerated investment in the infrastructure sector.

Material changes and commitments if any affecting Financial position of the company

There are no adverse material changes or commitments occurring after 31st March, 2015 which may affect the financial position of the company or may require disclosure.

Dividend

Members will appreciate that with the CDR mechanism still in place, most of the surpluses had to be used for clearing the arrear liabilities to lenders, and wiping out the previous years' losses. Hence your Directors regret that they are unable to recommend any dividends for the year under review.

Corporate Debt Re-structure

As reported in the last annual report, Corporate Debt Re-structure proposal of the company with the lenders to ease the pressure on resources was sanctioned by the lenders and implemented. Payments to Institutions/banks are as per schedule and paid up to date.

Preferential Allotment

Clearance was received from SEBI for the preferential allotment of shares to the Promoters to comply with the CDR stipulations which was approved by the shareholders on 2nd April 2014 The shares were accordingly allotted to the Promoters on 26th May 2015 subject to the lock-in provisions as per SEBI (ICDR) Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) of the Companies Act, 2013, and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that

I. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures

II. The Directors 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 at 31st March, 2015 and of the profit of the Company for the year ended on that date.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors prepared the Annual Accounts on a going concern basis.

V Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI Appropriate systems devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONS(KMP) Independent Directors

The Company has three Independent Directors who meet the criteria stipulated by Section 149(6) of the Companies Act, 2013, namely Mr. R Anand, Mr. M. Kanna Reddy and Mr. Kamlesh Gandhi. Out of them, Mr.M.Kanna Reddy is due to retire by rotation at the ensuing Annual General Meeting. A separate Resolution under Special Business is being proposed for reappointment of Mr. M.Kanna Reddy as an Independent Director for a fresh tenure of five years. Your Board recommends the reappointment of Mr. M.Kanna Reddy as an Independent Director.

In the Board meeting held on 11th August, 2015, Lt.General Trevor Aloysius DCunha, PVSM (Retd) and Dr.Kalidas Raghavapudi have been appointed as Independent Directors. Separate resolutions are being proposed at the ensuing Annual General Meeting to appoint Lt.General Trevor Aloysius DCunha and Dr.Kalidas Raghavapudi as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Executive Directors

At its meeting held on 30 May 2015, the Board appointed Mr. N.V.Suvarna as an Additional Director and Executive Director. A resolution is being proposed at the ensuing Annual General Meeting appointing Mr.N.V.Suvarna as a Director and Executive Director.

Mr.P.N.Raju resigned as Executive Director of the company w.e.f. 2nd July, 2015 due to his other preoccupations. However, he continues as a Non Executive Director.

The board records its profound appreciation of the contribution made by Mr.P.N.Raju as an Executive Director of the company.

Mr. P.N.Raju retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment. The necessary resolution for the re-appointment of Mr.P.N.Raju has been included in the Notice convening the ensuing AGM.

Particulars of Directors whose appointment/ reappointment is sought are given in Annexure A-I to this Report, as part of the Report on Corporate Governance under Clause 49 of the Listing Agreement.

BOARD MEETINGS

During the year under review, five board meetings were held on 30th May, 2014, 14th August, 2014, 29th September, 2014, 14th November, 2014, and 31st January, 2015.The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.

Committees of the Board

The Board has constituted various committees as required under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The details of such Committees are given in Annexure - A as a part of the report on Corporate Governance.

Key Managerial Personnel

During the year under review, Mr.N.G.V.S.G. Prasad President (F&A) resigned from the company with effect from the close of business hours of 31st March, 2015. The Board of Directors at its meeting held on 31st January, 2015 appointed Mr.N.Krishnan as President & CFO.

Plans for Orderly Succession for appointments to Board etc

Your Board of Directors is fully satisfied that plans are in place for orderly succession for appointments to the Board and to senior management positions.

CORPORATE GOVERNANCE

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure-A to which forms part of this Report.

Risk Management

The company has a system of constantly identifying and monitoring the risks that the company may be exposed to. A Risk Management Committee headed by Executive Director along with other technical and non technical executives periodically reports to the Board about the risks identified and steps taken to manage the risks. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company.

Particulars of Loans , Guarantees, or Investments under section 186 of the Companies Act, 2013

The company has not granted any loans, given any guarantees or made any investments during the year which would be covered under section 186 of the Companies Act,2013.

Related Party Transactions

Pursuant to Section 134 of the Companies Act,2013 read with Rule 8(2) of the Companies (Accounts)Rules,2014, the particulars of contracts or arrangements entered in to by the company with related parties have been done at arm's length and are in the ordinary course of business. The details of the Related Party Transactions are contained in the Audited Financial Statements (See Note 2.31b in Notes on Account)

Management Discussion and Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure-B to this Report.

Litigations

During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts/tribunals against the company imparting its going concern status and operations in future.

Corporate Social Responsibility (CSR) Activities

In view of the losses in the previous years, the provisions of Section 135 of the Companies Act, 2013 were not applicable to the company. However, your Directors are glad to report that even before the provisions were introduced in the Statute, your company has been engaged in CSR activities on a voluntary basis. The details of the CSR activities during the year under review are listed in Annexure-C to this Report.

The company will comply with the provisions relating to CSR as and when they become applicable to it.

Subsidiaries

Your Company has no subsidiaries, Associates or Joint Ventures as on the date of the Report.

Investor Education & Protection Fund

The Company has transferred Rs.20.71 Lakhs relating to unpaid Dividend for the Financial Year 2006-07 (Final dividend) to the Investor Education & Protection Fund.

Fixed Deposits

The details relating to Fixed Deposits are as follows:

As on 31st March 2015, Rs 3129.66 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed, and there have been no defaults in payment of interest or repayment of principal.

Particulars of Employees

The details of employees who have been in receipt of the remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) is annexed as Annexure-D to this Report.

Auditors

M/s Venugopal & Chenoy, Chartered Accountants, have been appointed as the statutory auditors of the Company for a period of five years w.e.f 29th September,2014 subject to ratification at ensuing Annual General Meeting.

Cost Audit

Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company has been re-appointed to conduct the cost audit pertaining to the Cement Division as well as the RMC Division of the company for the year 2015-16.

The due date for filing the cost audit reports in XBRL mode for the financial year ended March, 31st,2014 was 27th September,2014.and the Cost audit reports were filed with Ministry of corporate Affairs on 19th September,2014.

Secretarial Audit

The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 and the response of the Board to the observations made therein are attached as Annexure-E to this Report.

Disclosure under the sexual harassment of women at work place (Prevention , Prohibition and Redressal ) Act, 2013.

During the year under review, there were no cases filed pursuant to the aforesaid Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company continues to be conscious of the need for conservation of energy, and wherever feasible, effective steps for energy conservation are taken.

There were no significant investments or developments in this regard during the year under review.

The technology procured for the fields of operation has been fully absorbed.

There was no significant expenditure in Research & Development warranting a special mention in this Report.

The details of Foreign Exchange Earnings and outgo are as follows:

Earnings : Rs. 266.83 Lakhs

Outgo : Rs. 110.39 Lakhs

Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-F to which is forms part of this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiests, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.

For and on behalf of the Board

R. ANAND

Chairman

Place: Hyderabad 11th August, 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Report for the financial year ended March 31, 2014.

Financial Results

The Audited Balance Sheet of your Company as at March 31, 2014, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:

(Rs. in lakhs) 2013-14 2012 - 2013 Gross Income 61220.69 63144.76 Profit (Loss) for the Year -Before Tax (3766.88) (901.53) Provision for Tax & Deferred Tax 313.30 252.94 Net Profit (Loss) (4080.18) (1154.47) Profit brought forward from Previous Year 237.32 1800.54 Profit available for Appropriation (3842.86) 646.07 Appropriations Provision for Dividend & Dividend Tax (408.75) 408.75 Transfer to General Reserve - - Balance carried forward (3434.17) 237.32

* The Financial year 2013-14 has been one of the most difficult and challenging years for your company in recent times. Members are aware that the the cement industry in general, and units located in Andhra Pradesh/Telangana in particular were badly affected by several factors including increased cost of inputs, irregular power supply, reduced demand due to slow down of infrastructure projects, etc. Your company was no exception to this general phenomenon.

* Though there was an improved performance in the the Boards Division and Energy Division, their contribution to the overall revenues being relatively small, the adverse performance of these Divisions was not adequate to neutralize the adverse performance of the Cement Division.

* The gross revenue of the company witnessed a fall from Rs. 631.45 crores in the previous year to Rs. 612.21 crores in the year under review. The net losses also increased from Rs. 11.54 cores in the previous year to Rs. 40.80 crores.

Dividend

In the absence of profits, the Directors regret their inability to recommend any dividend for the year under review.

Corporate Debt Re-structuring

As reported in the last annual report, Corporate Debt restructure proposal of the company with the lenders to ease the pressure on resources was sanctioned by the lenders and implemented.

Preferential Allotment

To comply with the approved CDR package which required promoters contribution of Rs 3.95 Crores, Shareholders at the EGM held on 2nd April,2014 have approved to make a preferential issue of 17,95,455 Equity shares at a premium of Rs.12/- per share. The amounts payable in respect of the shares have been received and deployed in implementation of the CDR package. The shares will be allotted upon approval of SEBI under ICDR Regulations.

Investor Education & Protection Fund

The Company has transferred Rs.6.48 Lakhs relating to unpaid Dividend for the Financial Year 2005-06 (Final dividend) to the investor Education & Protection Fund.

Fixed Deposits

As on 31st March 2014, Rs 3184.43 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed.

Auditors

M/s Venugopal & Chenoy, Chartered Accountants, the auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

Cost Audit

Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company has been re-appointed to conduct the cost audit pertaining t< the Cement Division as well as the Energy Division of the company for the year 2014-2015.

The due date for filing the cost audit reports in XBRL mode for the financial year ended March, 31st,2013 was 30th September,2013.and the Cost audit reports were filed with Ministry of corporate Affairs on 25/09/ 2013.

Directors

The Company has three independent directors who meet the criteria stipulated by Section 149(6) of the Companies Act, 2013., namely Mr. R Anand, Mr M Kanna Reddy and Mr. Kamlesh Gandhi. Out of them, Mr. Kamlesh Gandhi is due to retire by rotation at the ensuing Annual General Meeting. A separate Resolution under Special Business is being proposed for reappointment of Mr. Kamlesh Gandhi as an Independent Director for a fresh tenure of five years. Your Board recommends the reappointment of Mr. Kamlesh Gandhi as an Independent Director

Woman Director

In terms of the proviso to Section 149 (1) of the Companies Act, 2013 the Board, at its meeting held on 30 May 2014, has appointed Mrs. Roopa Bhupatiraju (nee Kalidindi) as an Additional Director A resolution is being proposed at the ensuing Annual General Meeting appointing Mrs. Roopa Bhupatiraju as a Director.

Mr. Ashven Datla retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment.

Corporate Governance

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure ''A'' to this Report.

Management Discussion and Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure ''B'' to this Report.

Director''s Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

I. That all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures

II. That the Directors 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 at 31st March, 2014 and of the loss of the Company for the year ended on that date.

III. 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 for preventing and detecting fraud and other irregularities.

IV. That the Directors prepared the Annual Accounts on a going concern basis.

Particulars of Employees

The details of employees who have been in receipt of the remuneration envisaged by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure ‘D'' to this Report.

Additional Information

The information required to be disclosed in terms of Sec.217 (1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption and foreign exchange etc., is furnished in Form A & B and forms part of this report.

Acknowledgements

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiest, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.

For and on behalf of the Board

Place: Hyderabad R.ANAND Date: 14.08.2014 CHAIRMAN


Mar 31, 2013

The Directors have pleasure in presenting their Report for the financial year ended March 31, 2013.

Financial Results

The Audited Balance Sheet of your Company as at March 31, 2013, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows: Rs. in Lakhs

2012 – 2013 2011– 2012

Gross Income 63144.76 76230.68

Profit (Loss) for the Year

Before Tax (901.53) 6361.20

Provision for Tax 252.94 1935.72

Net Profit (Loss) (1154.47) 4425.48

Profit brought forward from

Previous Year 1800.54 1187.16

Profit available for Appropriation 646.07 5612.64

- The Financial year 2012-13 has turned out to be one of the most challenging in recent times for the cement industry, particularly in Andhra Pradesh. Cement units in the State were badly affected by a combination of factors such as creation of excess capacity coupled with a fall in demand, recession in the infrastructure sector and slow-down of construction activity, frequent power-cuts, steep rise in the cost of key inputs like power and coal, coupled with fall in the market prices. Your company was also affected by this general scenario. During the year under review, there has been 17% drop in the gross income and 126 % in the Net Profit compared to the previous year.

- The Boards Division improved its performance during the year due to improved sales volumes and realizations compared to the previous year 2011-12.

- Energy division could generate 22.70 Million Units of power as against 32.37 Million Units in the previous year mainly due to shortfall of rains in the catchment areas.

Dividend

Though your Company incurred losses for the year under review, in order to maintain the uninterrupted track record relating to declaration and payment of dividend since FY 2000-01, your Directors made a provision for dividend of 10% from the accumulated profits of the previous years, while approving the accounts. This was done with the hope that the market prices would improve and the cash flows would ease during the first Quarter of the current year. Further, any payment of dividend is subject to the approval of the lenders as per the loan agreement. Unfortunately, there was no upturn in the market prices, nor was the approval of the lenders forthcoming for the payment of dividend.

Your Directors therefore have to regretfully skip the payment of any dividend for the year under review.

The Provisions for Dividend made in the accounts will be written back in the accounts of the current year. Corporate Debt Restructuring

In view of the resource crunch occasioned by the absence of profit, the ability of your company to meet its interest and repayment obligations to the lenders has been severely impacted. Your Company has approached the lenders for sanction of a Corporate Debt Restructuring to ease the pressure on resources. The proposal is under active consideration of the lenders. Investor Education & Protection Fund

The Company has transferred Rs24.58 Lakhs relating to unpaid Dividend for the Financial Years2004-05, 2005-06 (interim dividend) and an amount of Rs 1.54 Lakhs relating to unpaid Rights issue refund A/c (Financial year 2005-06) to the Investor Education & Protection Fund.

Fixed Deposits

As on 31st March 2013, Rs 3395.93 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed.

Auditors

M/s Venugopal & Chenoy, Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

Cost Audit

Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company has been re-appointed to conduct the cost audit pertaining to the Cement Division as well as the Energy Division of the company for the financial year 2013-2014.

The due date for filing the cost audit reports in XBRL mode for the financial year ended March 31st, 2012 was February 28th, 2013 and the Cost audit reports were filed with Ministry of Corporate Affairs on 05/01/ 2013.

Directors

Mr. K.Madhu, Mr. Vinodrai.V.Goradia and Mr. R.Anand retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Necessary resolutions for the re-appointment of the aforesaid Directors have been included in the notice convening the Annual General Meeting.

Corporate Social Responsibility

Your Company is conscious that it is an integral part of the society at large, and it has a responsibility to contribute to the general welfare of the society to which it belongs. Right from its inception, your company has been actively engaged in efforts to improve the quality of life in the contiguous localities. The focus of your Company has mainly been in the fields of education and training, and the health needs of the society surrounding its plant locations.

In view of the resource crunch, your company has not been able to take any fresh CSR initiatives. However, the on-going CSR activities are being sustained. The activities are briefly summarized below:

Education and Training

Your Company''s plant in Mattapalli is located in a class ''C'' backward area in Andhra Pradesh. With a view to bring quality education accessible to the villages, your company is running an English Medium School to impart education from LKG to Class X. Established in the year 1991, this school caters to the educational needs of all nearby villages mostly inhabited by tribals by providing free education to around 600 tribal children to attend school. Your Company is providing digitalized class rooms in English medium with an intention to bring village tribal children to face competitive world with self confidence after school.

This school has the distinction of having achieved 100% success rate in 10th Class Public Examination conducted by A.P. State Board of Secondary Education consistently for the past four years and achieved ranks since 2001-02.To encourage and facilitate regular attendance, your Company has also been providing free transportation to school children over a radius of 10 kilometers.

With a view to equip basic skill sets and improve the prospects of employment on completion of the basic education, your company also provides training for at the plant site for two years to children of employees. Your Company believes that such training instills a sense of confidence among the children and enables them to embark upon a career on a sure footing.

Medical & Health

Your Company has established a full-fledged health centre, with eight- bedded hospital for the benefit of the employees as well as inmates of the surrounding villages. Fully qualified medical staff with life saving medicines at free of cost to villagers is available at the Health Centre round the clock to cater to emergencies. On an average around 2000 outpatients are utilizing this health center each month. Specialists from various faculties visit the hospital every week to provide Medicare to the patients. In addition specialist doctors from super specialty hospitals from Hyderabad visit the hospital once in a month.

In addition, your Company organizes several medical and health camps each year in surrounding villages to provide health care and to improve the awareness of health and sanitation among villagers. NCL is also conducting blood donation camps on special occasions like annual day, world health day etc. NCL engaged child specialist and gynecologists on retainer basis to visit the health center to provide free consultation for the benefit of villagers. Best doctor award in Nalgonda district given to NCL Health center.

Environment

A plantation drive was undertaken in and around NCL plant locations to convert areas in to green zones. NCL constructed sewage treatment plants in the nearby villages of Mattampalli mandal for reuse of waste domestic water for plantation and farm needs. Besides providing clean drinking water to staff quarters located in plant areas, a separate Sewage Treatment Plant (STP) was set up near the plant area located at Mattapalli village to treat the sewage water coming out from staff quarters and use the recycled water to plantation areas to grow it as lush greenery and to balance ecology and environment. Purified drinking water is supplying to remote areas near by villages/ thandas during summer season.

Corporate Governance

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure ''A'' to this Report.

Management Discussion and Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure ''B'' to this Report.

Director''s Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

I. That all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures

II. That the Directors 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 at 31st March, 2013 and of the loss of the Company for the year ended on that date.

III. 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 for preventing and detecting fraud and other irregularities.

IV. That the Directors prepared the Annual Accounts on a going concern basis.

Particulars of Employees

The details of employees who have been in receipt of the remuneration envisaged by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure ''C'' to this Report.

Additional Information

The information required to be disclosed in terms of Sec.217 (1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption and foreign exchange etc., is furnished in Form A & B and forms part of this report.

Acknowledgements

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiest, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company. For and on behalf of the Board

R. ANAND

Chairman

Place: Hyderabad

Date : 14th August, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Report for the financial year ended March 31, 2012.

Financial Results

The Audited Balance Sheet of your Company as at March 31, 2012, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:

Rs. in Lakhs

2011 - 2012 2010 - 2011

Gross Income 76230.68 56566.20

Profit Before Tax 6361.20 2860.79

Provision for Tax 1935.72 519.50

Net Profit 4425.48 2341.29

Profit brought forward 1187.16 1153.60

from Previous Year

Profit available 5612.64 3494.89 for Appropriation Appropriations

Provision for Dividend

& Dividend Tax 812.10 607.73

Transfer to General Reserve 3000.00 1700.00

Balance carried forward 1800.54 1187.16

The Financial year 2011-12 turned out as another remarkable year for the company with highest ever turnover and net profit. During the year under review, there has been an increase of 35 % in the gross income, and 89 % in the Net Profit compared to the previous year. The substantial increase in turnover and profits compared to the previous year was mainly due to overall increase in the realization in Cement, and Boards Divisions.

Out of the profits, the Directors propose a transfer of an amount of Rs. 3000 lakhs to the General Reserve.

Dividend

In view of the improved profitability, your Directors are pleased to recommend a higher dividend of 20%, compared to the 15% dividend paid in the previous year. If approved, the dividend payout for the year 2011-12 will be Rs.2.00/- per share absorbing a sum of Rs 812.10 lakhs including the dividend tax (Rs.607.73 lakhs in the previous year), the dividend being free from income tax in the hands of the shareholders.

Expansion/Diversification Plans

During the year under review, the company has entered the ready-mix concrete segment and successfully launched two units at Hyderabad and Visakhapatnam in Andhra Pradesh. The operations of the Units are very encouraging, and your directors are confident that this segment will generate sizable revenues in future. Your directors are planning to set up two more units in the current financial year (2012-13).

As reported earlier, implementation of a 30 MW thermal power plant to cater to the needs of the power requirements of the company is still under clearances stage. The project cost is expected to be around Rs.150 Crores.

Investor Education & Protection Fund

The Company has transferred Rs.5.56 lakhs relating to unpaid Dividend for the Financial Year 2003-04 to the Investor Education & Protection Fund.

Fixed Deposits

As on 31st March 2012, Rs 2,887.03 lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed.

Auditors

Mr.P.V.Ratnam, Chartered Accountant, the existing auditor of the Company retires at the conclusion of this Annual General Meeting. The Company has received a communication from the retiring auditor expressing his inability to accept his reappointment.

It is therefore proposed to appoint M/s Venugopal & Chenoy, one of the leading firms of Chartered Accountants in Hyderabad as Auditors of the Company. As required by Section 225 of the Companies Act, 1956, a notice has been received from a member signifying his intention to propose a Resolution at the next Annual General Meeting, appointing M/s Venugopal & Chenoy, Chartered Accountants as Auditors of the Company.

Your directors recommend that the Resolution be passed. Cost Auditors

Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company has been re-appointed to conduct the cost audit pertaining to the Cement Division as well as the Energy Division of the company for the year 2012-2013.

Directors

Mr. P.S.Reddy, Director resigned from the board w.e.f 18th October,2011. Your board wishes to place on record its appreciation of the valuable contribution made by Mr.P.S.Reddy during his tenure on the board of the company.

Mr. K.Gautam, Mr. P.N.Raju and Mr. M. Kanna Reddy retire by rotation at the ensuing Annual General Meeting and are eligible, for re-appointment.

Appropriate resolutions for their re-appointment are proposed in the Annual General Meeting.

Corporate Social Responsibility

Your Company is conscious that it is an integral part of the society at large, and it has a responsibility to contribute to the general welfare of the society to which it belongs. Right from its inception, your company has been actively engaged in efforts to improve the quality of life in the contiguous localities. The focus of the company has mainly been in the fields of education and training, and the health needs of the society surrounding its plant locations.

The initiatives of the company are briefly summarized below: Education and Training

The Company's plant in Mattapalli is located in a class 'C' backward area in Andhra Pradesh. The facilities for education which prevailed in the area can be described as rudimentary at best.

With a view to bring quality education accessible to the villages, your company is running an English Medium School to impart education from LKG to Class X. Established in the year 1991, this school provides free education, is thrown open to children from all the surrounding tribal and rural areas. 854 students are enrolled in the School as on 30th June 2012. The strength of the school has been increasing consistently over the last six years as is evident from the following table.

S.No. Acadamic Year Strength

1 2006-07 360

2 2007-08 425

3 2008-09 430

4 2009-10 550

5 2010-11 745

6 2011-12 854

This school has the distinction of having achieved 100%

success rate in 10th Class Public Examination conducted by A.P.State Board of Secondary Education consistently for the past four years and achieved ranks since 2001-02

To encourage and facilitate regular attendance, the company has also been providing free transportation to school children over a radius of 10 kilometers.

With a view to equip basic skill sets and improve the prospects of employment on completion of the basic education, your company also provides training for employees children at the plant site for two years. Your Company believes that such training instills a sense of confidence among the children and enables them to embark upon a career on a sure footing.

Medical &Health

Your Company has established a full-fledged health centre, with a 5 bedded hospital for the benefit of the employees as well as inmates of the surrounding villages. Fully qualified medical staff is available at the Health Centre round the clock to cater to emergencies. Specialists from various faculties visit the hospital every week to provide Medicare to the patients. In addition specialist doctors from super specialty hospitals from Hyderabad visit the hospital once in a month.

This health centre is more popular in Mattapalli village. Nearly 75 to 100 out patients from 5 surrounding villages visit the hospital daily on an average for medical treatment.

In addition, the company organizes several Medical and Health camps each year in surrounding villages to provide health care and to improve the awareness of health and sanitation among villagers.

Environment

A massive plantation drive was undertaken in and around NCL plant locations to convert areas in to green zones. Besides providing clean drinking water to staff quarters located in plant areas, a separate Sewage Treatment Plant (STP) was set up near the plant area located at Mattapalli village to treat the sewage water coming out from staff quarters and use the recycled water to plantation areas to grow it as lush greenery and to balance ecology and environment.

Awards and Recognitions

Your company has been awarded for 'Excellence in Worker's Welfare' for the Year-2010-11 by the Federation of A.P. Chambers of Commerce and Industry (FAPCCI).

Mr. K Ravi, Managing Director of your Company has been conferred 'Entrepreneur of the Year-2012' Award by the Hyderabad Management Association (HMA).

Corporate Governance

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure 'A' to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure 'B' to this Report.

Director's Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

I. That all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.

II. That the Directors 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 at 31st March, 2012 and of the profit of the Company for the year ended on that date.

III. 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 for preventing and detecting fraud and other irregularities.

IV. That the Directors prepared the Annual Accounts on a going concern basis.

Particulars of Employees

The details of employees who have been in receipt of the remuneration envisaged by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure 'C' to this Report.

Additional Information

The information required to be disclosed in terms of Sec.217 (1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption and foreign exchange etc., is furnished in Form A & B and forms part of this report.

Acknowledgements

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiest, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.

For and on behalf of the Board

R. ANAND

Chairman

Place: Hospet

Date : 31st July, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended March 31, 2011.

FINANCIAL RESULTS

The Audited Balance Sheet of your Company as at March 31, 2011, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:

(Rs. in lakhs)

2010 – 2011 2009 – 2010

Gross Income 56,566.20 34,113.66

Profit Before Tax 2,860.79 2,339.41

Provision for Tax 519.50 1168.63

Net Profit 2,341.29 1,170.78

Profit brought forward from Previous Year 1,153.60 2,500.00

Profit available for Appropriation 3,494.89 3,670.78

Appropriations

Provision for Dividend & Dividend Tax 607.73 441.44

Transfer to General Reserve 1,700.00 2,075.74

Balance carried forward 1,187.16 1,153.60

During the year under review, there has been a 66 % increase in the gross turnover, and 100 % in the Net Profit compared to the previous year. The substantial increase in turnover and profits compared to the previous year was mainly due to overall increase in Cement, Boards and Energy Division turnover and spectacular performance in the last quarter of the financial year 2010-11.

Out of the profits, the Directors propose a transfer of an amount of Rs. 1700.00 lakhs to the General Reserve.

DIVIDEND

In view of the higher profitability, your Directors are pleased to recommend a higher dividend of 15%, compared to the 10% dividend declared in the previous year. The dividend payout for the year 2010-11 will be Rs.1.50/- per share absorbing a sum of Rs 607.73 lakhs (Rs.441.44 lakhs in the previous year) including the dividend tax, the dividend being free from income tax in the hands of the shareholders.

EXPANSION/ DIVERSIFICATION/ JOINT VENTURES

Your Directors are pleased to report that your company has entered into a Joint Venture Agreement with VST-Verbundschalungstechnik Gmbh, Austria for erecting high rise building using the VST Technology. A joint venture company called NCL-VST Infra Limited has been formed to take up the activity.

Your directors are also contemplating establishment of a thermal power plant to cater to the needs of the power requirements of the company and also sell surplus power.The Company also proposed to set up Ready Mix Concrete units in Andhra Pradesh. As soon as the plans are crystallized, the Directors will report the details.

INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred Rs.6.79 Lakhs relating to unpaid Dividend for the Financial Year 2002-03 to the Investor Education & Protection Fund.

FIXED DEPOSITS

As on 31st March 2011, Rs 2,094.65 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed.

AUDITORS

Mr.P.V.Ratnam, Chartered Accountant, the existing auditor of the Company retires at the conclusion of this Annual General Meeting and is eligible for re-appointment. Your Directors propose that Mr. P V Ratnam be re-appointed as Auditor.

COST AUDITORS

Mr. R. Srinivasa Rao, Cost Accountant, the existing Cost Auditor of the Company has been re-appointed to conduct the Cost Audit pertaining to the Cement Division as well as the Energy Division of the company for the year 2011-2012.

DIRECTORS

Mr.S.S.Raju, Joint Managing Director and Mr.G.D.L.S.N.Raju, Director have resigned w.e.f 1st June, 2011. Your Board wishes to place on record its appreciation of the valuable contribution made by Mr. S S Raju and Mr. G.D.L.S.N. Raju during their long tenure on the Board of the Company.

Mr. P.S.Reddy, and Mr.Kamlesh Gandhi Directors retire by rotation at the ensuing Annual General Meeting and are eligible, for re-appointment.

Mr.K.Ravi, Managing Director has been re-appointed as Managing Director for a period of five years w.e.f 1st April, 2011. Mr.Ashven Datla has been appointed as Additional Director w.e.f 1st June,2011 Appropriate resolutions for their appointment/re-appointment are proposed in the Annual General Meeting.

CORPORATE GOVERNANCE

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure 'A' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is annexed as Annexure 'B' to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

I. That all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures

II. That the Directors 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 at 31st March, 2011 and of the profit of the Company for the year ended on that date.

III. 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 for preventing and detecting fraud and other irregularities.

IV. That the Directors prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The details of employees who have been in receipt of the remuneration envisaged by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure –C to this Report.

ADDITIONAL INFORMATION

The information required to be disclosed in terms of Sec.217 (1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption and foreign exchange etc., is furnished in Form A & B and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiest, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the excellent enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.

For and on behalf of the Board

Place: Hyderabad R. ANAND

Date: August 12, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Report for the financial year ended March 31,2010.

FINANCIAL RESULTS

The Audited Balance Sheet of your Company as at March 31, 2010, the Profit & Loss Account for the year ended on that date and the report of the Auditors thereon are being circulated with this report. The salient features of the financial Results are as follows:

(Rs. in Lakhs)

2009-2010 2008-2009

Gross Income 34,113.66 42,639.47

Profit Before Tax

for the Year 2,339.41 4,337.12

Provision for Tax 101.81 873.32

Deferred Tax 1,066.82 478.72

Net Profit 1,170.78 2,985.08

Profit brought forward

from Previous Year 2,500.00 2,205.32

Profit available - -

for Appropriation 3,670.78 5,190.40

Appropriations

Provision for

Dividend & Dividend Tax 408.75 989.18

Dividend Paid on the shares

allotted subsequent to the

Balance Sheet Date for 2008-09 32.69

Transfer to General Reserve 2,075.74 1,701.22

Balance carried forward 1,153.60 2,500.00

During the year under review, there has been a 20 % fall in the gross turnover, and 61 % in Net Profit compared to the previous year. The substantial decline in turnover and profits compared to the previous year was mainly due to lower realization of cement prices. Unprecedented floods, civil disturbances in Andhra Pradesh and reduced turnover and margins in Prefab Division also contributed to the decline in performance.

Out of the profits, the Directors propose a transfer of an amount of Rs. 2075.74 lakhs to the General Reserve.

DIVIDEND

In view of the lower profitability, your Directors are constrained to recommend a lower dividend of 10%, compared to the 25% dividend declared in the pret/fous year. The dividend payout for the year 2009-10 will betjQO per share absorbing a sum of Rs 408.75 lakhs (Rs.989* 18 lakhs in the previous year) including the dividend tax, the dividend being free from income tax in the hands of the shareholders.

ISSUE OF SHARES ON CONVERSION OF WARRANTS

Members are aware that the compShy had issued 33,33,400 convertible warrants to the Promoters and Promoters Group on the 17th March, 2008 at a price of Rs.45/- per warrant to part finance the Expansion Project of the Company. Each Warrant is convertible to one equity share of Rs. 10/- each at a premium of Rs.35/- per share. In spite of the lower ruling prices of the shares, the Promoters honoured their commitment by converting the warrants at the issue price.

VARIATIONS IN THE UTILIZATION OF THE

ISSUE PROCEEDS

Your Directors wish to report in terms of Clause 43 of the Listing Agreement with the Stock Exchanges that there have been no variations in the utilization of the proceeds of the Preferential Issue of Convertible Warrants from what has been stated in the explanatory statement to the notice convening the Extra ordinary General Meeting for considering preferential issue of securities.

EXPANSION PROJECTS

As reported earlier, the implementation of the further expansion project to add cement capacity of 13.20 Lakhs TPA was completed and the units successfully commenced commercial operations during the year under review. While the Cement Grinding Unit at Kondapalli has been able to commence its commercial production in June 2009, Simhapuri Unit commenced commercial operation in the last week of March, 2010. With the expansion project, your company has graduated from Mini Cement plant category to become one of the major cement plants in Andhra Pradesh.

INVESTOR EDUCATION & PROTECTION FUND

The company has transferred Rsj4.39 lakhs relating to unpaid Dividend for the Financial Year 2001-02 to the Investor Education & Protection Fund.

FIXED DEPOSITS

As on 31sl March 2010, Rs 1,604.54 lakhs of Public Deposits are outstanding. The Company repaid all the matured deposits that have been claimed.

AUDITORS

Mr.L.N.Prayaga, the founder partner of the firm M/s Prayaga & Co., Chartered Accountants, the statutory auditors of the company expired on 23,d May, 2010. At its Meeting held on 30th May, 2010 the Board of Directors appointed Mr. P.V.Ratnam, Chartered Accountant as Auditor of the company to fill the casual vacancy caused by the demise of Mr. L.N.Prayaga. As per the provisions of Section 224 of the Companies Act, 1956, Mr. P. V. Ratnam holds office till the conclusion of the ensuing Annual General Meeting. Your Directors propose that Mr. P. V. Ratnam be reappointed as Auditor.

COST AUDITORS

Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company has been re-appointed to conduct the cost audit pertaining to the Cement Division of the company for the year 2010-2011.

DIRECTORS

Mr. K.Madhu, Mr.R.Anand and Mr. V.V.Goradia Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Appropriate resolutions for their appointment as Directors are proposed in the Annual General Meeting.

CORPORATE GOVERNANCE

A separate Report of compliance with the provisions relating to Corporate Governance as required by Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as Annexure A to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is annexed as Annexure B to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

I. That all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.

II. That the Directors 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 at 31st March, 2010 and of the profit of the Company for the year ended on that date.

III. 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 for preventing and detecting fraud and other irregularities.

IV. That the Directors prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The details of employees who have been in receipt of the remuneration envisaged by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed as Annexure -C to this Report.

ADDITIONAL INFORMATION

The information required to be disclosed in terms of Sec.217 (1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption and foreign exchange etc., is furnished in Form A & B and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank, Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of India, IDBI Bank and Central and State Government Departments, Dealers, Stockiest, Consumers and Depositors.

Your Directors also wish to place on record their appreciation of the excellent enthusiastic support received from the shareholders.

Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.

For and on behalf of the Board

Place: Hyderabad R. ANAND

Date: August 13, 2010 Chairman